EXHIBIT “E” TRANSITION LEASE TERMS TABLE OF CONTENTS Page Article I DEFINITIONS ..................................................................................................................1  Section 1.01.  Terms Not Otherwise Defined .....................................................................1  Section 1.02.  Definitions....................................................................................................1  Article II RIGHTS AND PRIVILEGES..........................................................................................2  Section 2.01.  Intentionally Deleted....................................................................................2  Section 2.02.  Parking .........................................................................................................2  Section 2.03.  Ingress and Egress........................................................................................2  Section 2.04.  Sales or Distribution of Food/Beverages .....................................................3  Article III EXISTING TERMINAL B IMPROVEMENTS ............................................................4  Section 3.01.  Exclusive Use Space. ...................................................................................4  Section 3.02.  Surrender of Existing Terminal B Improvements........................................4  Section 3.03.  Covenant Against Liens...............................................................................5  Section 3.04.  Quiet Enjoyment ..........................................................................................5  Article IV RENTALS AND FEES ..................................................................................................5  Section 4.01.  General.........................................................................................................5  Section 4.02.  Terminal Building Rentals...........................................................................5  Section 4.03.  Apron Fees ...................................................................................................6  Section 4.04.  Ground Rentals ............................................................................................6  Article V RECALCULATION OF RENTALS AND FEES...........................................................6  Section 5.01.  General.........................................................................................................6  Section 5.02.  Terminal Rental Rates..................................................................................6  Section 5.03.  Apron Fee Rates...........................................................................................7  Section 5.04.  Mid-Year Rate Adjustments ........................................................................8  Section 5.05.  Year-End Adjustment to Actual and Settlement..........................................8  Section 5.06.  Other Charges ..............................................................................................9  Article VI CONSTRUCTION OF IMPROVEMENTS...................................................................9  Section 6.01.  Construction By Continental........................................................................9  Section 6.02.  Future Capital Improvements ....................................................................10  Article VII OPERATION AND MAINTENANCE ......................................................................10  Section 7.01.  Obligations of City.....................................................................................10  Section 7.02.  Obligations of Continental.........................................................................11  Section 7.03.  Transition of Operation, Maintenance and Janitorial Obligations to Continental.................................................................................................12  Section 7.04.  Budgeting of Facilities Maintenance Costs ...............................................13  -iHOU:3138944.2

Section 7.05. 

Reporting, Inspection and Audits. .............................................................14 

Article VIII INDEMNIFICATION................................................................................................15  SECTION 8.01.  Release and Indemnification of City..........................................................15  Article IX DAMAGE OR DESTRUCTION OF EXISTING TERMINAL B IMPROVEMENTS ...................................................................................................17  Section 9.01.  Existing Terminal B Improvements Inhabitable........................................17  Section 9.02.  Existing Terminal B Improvements Uninhabitable ...................................17  Section 9.03.  Automatic Termination..............................................................................17  Section 9.04.  Continental Improvements.........................................................................18  Section 9.05.  Insurance ....................................................................................................18  Article X TERMINATION............................................................................................................18  Section 10.01.  Termination by City...................................................................................18  Section 10.02.  Termination by Continental .......................................................................19  Article XI PROVISIONS RELATING TO THE LETTER AGREEMENT PREMISES.............21  Section 11.01.  Termination of Letter Agreement ..............................................................21  Section 11.02.  Use .............................................................................................................21  Section 11.03.  Designation as Part of a Phase ...................................................................22  Section 11.04.  Operation and Maintenance .......................................................................22  Section 11.05.  Ground Rental............................................................................................22  Article XII MISCELLANEOUS PROVISIONS ...........................................................................23  Section 12.01.  Rules and Regulations................................................................................23  Section 12.02.  Compliance with Statutes, Ordinances and Regulations. ..........................23 

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EXHIBIT “E” TRANSITION LEASE TERMS This Exhibit “E” (herein, this “Exhibit”) contains the additional terms and provisions which shall apply, as provided in the Second Amended and Restated Special Facilities Lease Agreement (Continental Airlines, Inc. Terminal Improvement Projects) (the “Agreement”) to Continental’s lease, use and occupancy, prior to their designation as part of a Phase as provided in the Agreement, of (i) the Existing Terminal B Improvements and (ii) the Letter Agreement Premises. With regard to the Existing Terminal B Improvements and the Letter Agreement Premises only, the terms of this Exhibit shall control over any conflicts between the terms of this Exhibit and the terms of the Agreement. Article I DEFINITIONS Section 1.01. Terms Not Otherwise Defined. Capitalized terms used in this Exhibit and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Section 1.02. Definitions. The following words and phrases, wherever used in this Exhibit, shall, for the purpose of this Exhibit, have the following meanings: 1. “Base Capital Charge” means the fixed annual charge per square foot to be charged for certain Exclusive Use Space or Preferential Use Apron Area as herein provided, the original cost of which has been fully amortized. 2. “Exclusive Use Space” means the areas in Terminal B shown in Exhibit D to the Agreement as being leased to Continental for its exclusive use and any future space leased to Continental for its exclusive use prior to the designation of that space as part of a Phase; provided, however, that any portion of the Exclusive Use Space designated as part of a Phase and closed to the public for the purposes of being demolished or substantially renovated, revamped or reconstructed as part of such Phase shall no longer be considered as part of the Exclusive Use Space once so designated and closed. 3. “Preferential Use Apron Area” means the apron area at Terminal B shown in Exhibit D to the Agreement as being leased to Continental for its preferential, but not exclusive, use and any future apron area leased to Continental for its preferential, but not exclusive, use (the apron area at Terminal B including 6,532 square feet of Prior Special Facilities space - Series B located on the apron level) prior to the designation of that space as part of a Phase; provided, however, that any portion of the Preferential Use Apron Area designated as part of a Phase and closed to the public for the purposes of being demolished or substantially renovated, revamped or reconstructed as part of such Phase shall no longer be considered as part of the Preferential Use Apron Area once so designated and closed. 4. “Terminal B Airline Area” means that space in Terminal B shown in Exhibit D to the Agreement as being leased to or available for lease to airlines; provided, however, that any portion of the Terminal B Airline Area designated as part of a Phase and closed to the public -1HOU:3138944.2

forthe purposes of being demolished or substantially renovated, revamped or reconstructed as part of such Phase shall no longer be considered as part of the Terminal B Airline Area once so designated and closed. Article II RIGHTS AND PRIVILEGES Section 2.01.

Intentionally Deleted

Section 2.02.

Parking

A. In the event the City develops or causes to be developed an area or areas at the Airport as common parking facilities for the employees of Continental and other Airport tenants, the Director, in consultation with the Continental, will determine a reasonable charge for the use of such facilities to cover return on capital investment and costs associated with their development, operation, supervision and maintenance. Public vehicular parking facilities will be provided by the City at reasonable charges to be determined by the City. B. Only employees of Continental or its affiliates may park in areas designated for Continental employees. Continental and its affiliates may not allow third parties to park in such employee parking facilities using Continental’s parking permit(s). Section 2.03.

Ingress and Egress

Subject to the other provisions hereof and to the rules and regulations adopted by the City under the provisions of the Agreement and this Exhibit, the following privileges of ingress and egress with respect to the Airport are hereby granted: A. For Continental, its agents, employees, contractors, subcontractors and permitted sublessees and assigns: To the public areas of the Airport and to those areas and facilities designated herein for exclusive use by Continental or by Continental in common with other airlines. This right shall extend to Continental’s aircraft, vehicles, machinery and equipment used in its air transportation business. B. For Continental’s passengers, guests and invitees: To areas leased exclusively to Continental and to areas provided for use of Continental’s passengers, guests and invitees in common with those of other airlines and to public areas and public facilities. This privilege shall extend to vehicles of such passengers, guests and invitees. C. For Continental’s suppliers of materials and furnishers of service: To the public areas of the Airport and to areas and facilities leased exclusively to Continental and to areas and facilities provided for the common use by Continental or its suppliers of materials and furnishers of services. This privilege shall extend to vehicles, machinery or equipment of such suppliers and furnishers used in their business of furnishing such supplies and services to Continental.

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The ingress and egress provided for above shall not be used, enjoyed or extended to any person, airline or vehicle engaging in any activity or performing any act or furnishing any service for or on behalf of Continental that Continental is not authorized to engage in or perform under the provisions of the Agreement or this Exhibit unless expressly authorized by the Director. Section 2.04.

Sales or Distribution of Food/Beverages

A. Distribution of In-Flight Food/Beverages. The distribution, serving or sale of food and/or beverages (including alcoholic beverages) meant to be consumed aboard Continental’s aircraft by Continental or its in-flight catering provider shall be limited to Continental’s passengers who are in the passenger loading bridge or entrance to the passenger loading bridge and in the process of boarding Continental’s aircraft. The provisions of this section notwithstanding, all distribution of alcoholic beverages shall comply with applicable laws. Distribution of food and/or beverages (at no cost to the public) by Continental shall be permitted in passenger holdrooms with twenty-four hours advance written notice to the Director for up to eight (8) days (inclusive of partial days of distribution) per year in connection with holidays and promotional events. All food and/or beverages so distributed shall be purchased from the City’s food and beverage concessionaires operating at the Airport (if such food and beverage products are available from such concessionaires after reasonable inquiry of such concessionaires by Continental), except for soft drinks, bottled water, canned juice, coffee and packaged Continental snacks which shall be supplied by Continental’s in-flight catering provider. Continental shall have the right to request in writing to the Director additional days to distribute packaged Continental snacks and/or beverages in passenger holdrooms. The Director, in his sole discretion, shall give Continental written notice of his decision regarding any such request. B. Club Rooms. Continental shall have the right to utilize space in Terminal B for the purpose of maintaining and operating club rooms for its guests, invitees, and passengers and may serve beverages, including alcoholic beverages, and appetizers therein with or without charge and subject to all applicable laws, regulations and ordinances; provided, however, that the City reserves the right to charge Continental applicable percentages of its gross revenues from the sale of food and beverages consistent with the percentages charged to its food and beverage concessionaires at the Airport, not to exceed ten percent (10%) on the sale of food and nonalcoholic beverages and fifteen percent (15%) on the sale of alcoholic beverages; provided that no such payment shall be required with respect to items obtained from concessionaires already obligated to make such payments to the City with respect to such obtained items. C. Cafeteria/Vending Machines. Continental or its nominee may install, maintain and operate a cafeteria for use only by Continental’s employees and vending machines for Continental employees and contractors in the Exclusive Use Space not accessible to the public. D. Other Distribution of Food/Beverages Prohibited. Except as allowed in this Section 2.04 and as allowed under concession agreements managed by Continental all other

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serving, distribution or sale of food or beverages by Continental at the Existing Terminal B Improvements is prohibited. Article III EXISTING TERMINAL B IMPROVEMENTS Section 3.01.

Exclusive Use Space.

A. Exclusive Use Space. The Exclusive Use Space is to be used for the general purposes shown, as summarized below: Type of Space

Area (sq. ft.)

Ticket counter Ticket counter queuing Ticket office Baggage claim Baggage make-up Curb check-in Operations Baggage service office Security Other offices Holdrooms Club rooms Baggage cart circulation Special Facilities space - Series B Mezzanine Level Section 3.02.

1,641 2,038 3,645 7,934 29,395 484 37,062 409 2,536 2,219 41,840 3,989 17,780 5,174

Surrender of Existing Terminal B Improvements

A. Upon expiration or early termination of the Agreement (but only as to those Existing Terminal B Improvements that have not been previously designated as part of a Phase), Continental shall surrender such Existing Terminal B Improvements to the City in as good condition as such Existing Terminal B Improvements were in at the time of the original occupancy by Continental, excepting, however, (1) reasonable wear and tear that could not be prevented through routine maintenance required to be done by Continental, (2) damage by fire and other casualty, and (3) acts of God or the public enemy. B. The terms of this Section 3.02.B shall only apply to any Existing Terminal B Improvements that have not been previously designated as part of a Phase. Except as otherwise provided in this Section, all equipment, trade fixtures, and other personal property installed or placed by Continental in the Existing Terminal B Improvements or on or about the Airport and which can be removed without structural damage to the Existing Terminal B Improvements or any other City-owned property, shall remain the property of Continental unless otherwise provided in subsequent agreements between Continental and the City, and Continental

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shall have the right at any time during the term of the Agreement and prior to its expiration or early termination to remove any and all of said property from the Airport provided Continental is not in default in its payments hereunder (beyond all applicable notice and opportunity to cure periods). Continental agrees to repair or pay for all damages, if any, resulting from such removal. All the City property damaged by or as a result of the removal of Continental’s property shall be restored at Continental’s expense to the same or better condition that it was prior to such damage. Any and all property not removed by Continental prior to the expiration of this Agreement, or, if this Agreement ends by early termination, within sixty (60) days after receipt by Continental of a written notice by the Director to remove such property, shall thereupon become a part of the land upon which it is located and title thereto shall thereupon vest in the City; and the City reserves the right to remove such property not so removed by Continental, and if such removal is accomplished within the thirty (30)-day period after the expiration of the Agreement or the sixty (60)-day period referred to above (after the early termination of the Agreement), such removal by the City shall be at Continental’s expense. Section 3.03.

Covenant Against Liens

Continental shall not cause nor permit any lien against the Existing Terminal B Improvements or any improvements thereto to arise out of or accrue from any action or use thereof by Continental; provided, however, that Continental may in good faith contest the validity of any alleged lien. Section 3.04.

Quiet Enjoyment

Upon payment by Continental of the rentals, fees and charges as herein required and subject to performance and compliance by Continental of the covenants, conditions, and agreements on the part of Continental to be performed and complied with hereunder, Continental shall peaceably have and enjoy the rights, uses and privileges of the Airport, its appurtenances and facilities as granted herein. Article IV RENTALS AND FEES Section 4.01.

General

In consideration for the use of the Existing Terminal B Improvements, facilities, rights, and privileges granted hereunder and for the undertakings of the City, Continental agrees to pay to the City, without set-off, the rentals and fees as set forth in this Article IV and as recalculated according to the procedures of Article V hereof. Section 4.02.

Terminal Building Rentals

Continental shall pay to the City for its Exclusive Use Space in Terminal B monthly rent based on the annual compensatory rental rates for Terminal B calculated each Fiscal Year in accordance with Section 5.02 hereof.

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Section 4.03.

Apron Fees

Continental shall pay to the City for its apron area at Terminal B monthly rent based on the annual compensatory apron fee rates for Terminal B calculated each Fiscal Year in accordance with Section 5.03 of this Exhibit. Section 4.04.

Ground Rentals

Continental shall pay to the City the ground rentals for the Letter Agreement Premises in accordance with Section 11.05 below. Article V RECALCULATION OF RENTALS AND FEES Section 5.01.

General

Effective July 1, 1998 (for the Fiscal Year ending June 30, 1999), and for each Fiscal Year thereafter, rentals and fees will be reviewed and recalculated based on the principles and procedures set forth in this Article. For rate setting purposes, the calculations will be made on the basis of HAS estimates of costs and expenses and airline estimates of total landed weight and shall be provided to Continental at least thirty (30) days prior to the beginning of the Fiscal Year. For final settlement purposes all calculations will be made on the basis of actual costs and expenses incurred and will be provided to Continental as soon as possible following the completion of the annual audit of HAS’s financial statements. Section 5.02.

Terminal Rental Rates

A. Terminal B. The Total Costs of the Terminal B Airline Area will be calculated by adding together the following amounts: 1. Direct and indirect City Operation and Maintenance Expenses allocable to the Terminal B Airline Area. 2. A Base Capital Charge of $6.50 per square foot times the Terminal B Airline Area. The Exclusive Use Space identified in Exhibit D as ticket counter queuing and security areas shall receive a credit of $1.50 per square foot. The Exclusive Use Space identified in Exhibit D as Prior Special Facilities space - Series B Mezzanine Level shall receive a credit of $6.50 per square foot. 3. City Amortization of the unamortized net cost of each Terminal B Capital Improvement allocable to the Terminal B Airline Area as of June 30, 1998, over the remaining Useful Life of the Terminal B Capital Improvement at the City’s weighted Cost of Capital for all City Capital Improvements at the Airport as of that date. 4. City Amortization of the net cost of each Terminal B Capital Improvement placed in service in, or allocable to, the Terminal B Airline Area on or after July 1, 1998.

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5. Interest on the cost of land allocable to the Terminal B Airline Area computed at the historical average of the City’s Cost of Capital. 6.

Annual Systems Costs allocable to the Terminal B Airline Area.

7. Annual replenishment of the Renewal and Replacement Fund allocable to the Terminal B Airline Area, if necessary as required by the City’s master airport revenue bond ordinance. 8. The reallocation of the direct and indirect cost of the space utilized within the terminal complex by HAS and designated as “HAS Admin” space on all applicable space exhibits, which description as “HAS Admin” space may be modified from time to time at the Director’s sole discretion to reflect the actual use of such space. Said reallocation shall be based upon each individual cost center’s direct expenses as a percentage of the Airport’s total direct expenses. The annual Terminal B Rental Rate will then be calculated by dividing the Total Costs allocable to the Terminal B Airline Area by the total square footage of airline space in the Terminal B Airline Area and multiplying by the Exclusive Use Space. Section 5.03.

Apron Fee Rates

A. Terminal B. The Total Costs of the Preferential Use Apron Area will be calculated by adding together the following amounts: 1. Direct and indirect City Operation and Maintenance Expenses allocable to the Preferential Use Apron Area. 2.

A Base Capital Charge of $.50 per square foot times the Preferential Use

Apron Area. 3. City Amortization of the unamortized net cost of each direct and indirect Terminal B Capital Improvement in, or allocable to, the Preferential Use Apron Area (including improvements associated with the fuel system) as of June 30, 1998 over the remaining Useful Life of the Terminal B Capital Improvement at the City’s weighted Cost of Capital for all City Capital Improvements as of that date. 4. City Amortization of the net cost of each direct and indirect Terminal B Capital Improvement placed in service in, or allocable to, the Preferential Use Apron Area. 5. Interest on the cost of land allocable to the Preferential Use Apron Area computed at the historical average of the City’s Cost of Capital. 6.

Annual Systems Costs allocable to the Preferential Use Apron Area.

7. Annual replenishment of the Renewal and Replacement Fund allocable to the Preferential Use Apron Area, if necessary as required by the City’s master airport revenue bond ordinance.

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8. The reallocation of the direct and indirect cost of the space utilized within the terminal complex by HAS and designated as “HAS Admin” space on all applicable space exhibits, which description as “HAS Admin” space may be modified from time to time at the Director’s sole discretion to reflect the actual use of such space. Said reallocation shall be based upon each individual cost center’s direct expenses as a percentage of the Airport’s total direct expenses. The annual Preferential Use Apron Fee Rate will then be calculated by dividing the Total Costs allocable to the Preferential Use Apron Area by the total square footage of pavement designated as apron area at Terminal B and multiplied by the Preferential Use Apron Area. Section 5.04.

Mid-Year Rate Adjustments

In the event that, at any time during a Fiscal Year, the Total Costs of the Terminal B Airline Area or the Preferential Use Apron Area is projected by the City to vary ten percent (10%) or more from the estimates used in setting terminal rental rates or apron fee rates, such rates may be adjusted either up or down for the balance of such Fiscal Year, provided that such adjustment is deemed necessary by the City. An upward adjustment shall only be used to ensure that adequate revenues will be available from such fees to recover the estimated Total Costs of the airline-supported cost centers. For each such adjustment, the City shall provide Continental with a written explanation of the basis for the rate adjustment(s) and will provide thirty (30) days advance written notice before putting such adjustment(s) into effect. Unless extraordinary circumstances warrant additional adjustments, the City will seek to limit such rate adjustments to no more than once each Fiscal Year. Section 5.05.

Year-End Adjustment to Actual and Settlement

On or about September 1 of each year, City shall furnish Continental with a preliminary estimate of the year end adjustment (as described below) to assist Continental in budgeting for any deficiency to be paid by Continental in the settlement process. Within sixty (60) days after the release of the audited financial statements of the Airport System in the City’s Combined Annual Financial Report, the City shall furnish Continental with an accounting of the costs and expenses actually incurred, revenues and other credits actually realized (reconciled to the audited financial statements of the Airport System) with respect to each of the components of the calculation of terminal building rental rates and apron fee rates in this Article V and shall recalculate the rates, fees, and charges required for the Fiscal Year based on those actual costs and revenues. If requested by an airline, the City shall convene a meeting of the airlines to discuss the calculation of the year-end settlement. In the event that Continental’s rentals, fees, and charges billed during the Fiscal Year were more than the amount of Continental’s rentals, fees, and charges required (as recalculated based on actual costs and revenues), such excess amount shall be paid in lump sum or issued as a credit to Continental within sixty (60) days of the calculation of such final settlement. In the event that Continental’s rentals, fees, and charges billed during the Fiscal Year were less than the amount of Continental’s rentals, fees, and charges required (as recalculated based on actual costs and revenues), such deficiency shall be billed to Continental and payable

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by Continental within sixty (60) days of the date of invoice. However, in the event that the amount of the Continental deficiency exceeds $350,000, Continental may pay the deficiency to the City in equal monthly installments without interest over the remaining months of the current Fiscal Year (but not less than four (4) months). Section 5.06.

Other Charges

The City reserves the right to assess, and Continental agrees to pay reasonable charges for the use of City-provided facilities including but not limited to: employee parking facilities; flight information display systems; public address systems; and issuance of security identification badges. Article VI CONSTRUCTION OF IMPROVEMENTS Section 6.01.

Construction By Continental

A. General/Approval of Plans. Continental may construct or install at its own expense any improvements, facilities or equipment, and any additions thereto, in the Existing Terminal B Improvements; provided, however plans and specifications of any such proposed construction or installation, including any alteration or addition thereto, shall be submitted via the Tenant Improvement Program ("TIP") for written approval of the Director prior to the commencement of construction, alteration or installation. All such construction, alteration, or installation may be made only after obtaining requisite building or construction licenses and permits and, in addition to usual City inspection, shall be subject to inspection and approval by said Director to see that said approved plans and specifications are being followed. All such construction, alteration, and installation shall be designed and carried out in accordance with HAS’s TIP process as may be amended in any reasonable manner from time to time which is incorporated herewith by reference. Upon completion of construction, Continental shall provide the City with as-built drawings of the improvements on CADD diskette. No B. Continental Right to Select Architects and Contractors. restrictions shall be placed on Continental as to architects, builders or contractors which it may employ in connection with any construction, installation, alteration, repair or maintenance by Continental in the Existing Terminal B Improvements. C. Title to Continental-Constructed Improvements. Title to all Continental-constructed improvements in such Existing Terminal B Improvements, other than the equipment, trade fixtures and personal property that Continental is permitted to remove under the provisions of Section 3.01.B hereof, shall vest in the City immediately upon completion thereof. D. Contractor Indemnity and Warranty. Continental will use its best efforts to provide an indemnity from its construction contractors to the City to the same extent as Continental obtains an indemnity from such contractor. Additionally, Continental will use its best efforts to cause all construction contractor warranties to inure to the benefit of the City.

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Section 6.02.

Future Capital Improvements

The City may expand and improve the Airport as the City, in its sole judgment, may deem necessary to provide required facilities in the interest of the public and the City. The City will confer and coordinate with Continental and the other airlines serving the Airport regarding planned City Capital Improvements at the Airport and at other airports in the Airport System, and, at least annually, provide the airlines with a detailed schedule of such planned City Capital Improvements. However, the City will retain the discretion to make capital investment decisions and issue bonds, as needed, to ensure that adequate facilities are provided on a timely basis to meet public and airline needs. Article VII OPERATION AND MAINTENANCE Section 7.01.

Obligations of City

A. Exclusive Use Space. In the Exclusive Use Space, the City will furnish only structural maintenance of City-constructed facilities. The City shall provide maintenance and operation of City-installed systems, which will include outside window and building cleaning. The City shall use reasonable efforts to furnish sufficient heat and air conditioning through its installed systems in those areas so equipped for such services and will install area lighting; however, the City will furnish electrical power for interior area lighting only. B.

Apron Area. The City shall provide structural maintenance for the apron

area. C. Common Use Airport Facilities. The City agrees to operate, maintain and keep in good repair the areas and facilities provided by the City for the common use of the airlines and the public in accordance with the practices of a reasonably prudent airport operator. The City agrees to use its best efforts to keep the Airport free from obstructions and to do all things reasonably necessary for the safe, convenient and proper use of the Airport by those who are authorized to use the same. D. Public Areas of Terminal Buildings. The City will operate, maintain and keep in good, sanitary and neat condition and repair the public areas of the terminal buildings (except for those areas therein leased to others for their exclusive use) and all additions, improvements and facilities now or hereafter provided by the City at or in connection with the terminal buildings and for common use by all airlines and the public, excepting any improvements or facilities constructed or installed by Continental, either individually or jointly with others, and those that Continental has agreed under the provisions hereof to operate or maintain as aforesaid. The City will keep the roof, structure and utility systems of the terminal buildings in good repair. The City will keep the public areas in and around the terminal buildings adequately supplied, equipped and furnished to accommodate the public using same and will operate and maintain directional signs in said public areas, including by way of example, but not by way of limitation, signs indicating the location in the terminal buildings of public facilities provided by the City on the Airport but excluding permanent new Terminal B

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signage to be installed as part of the Special Facilities by Continental. The City will use reasonable efforts to provide (1) sufficient heat and air conditioning to those areas on the Airport equipped for such service; (2) illumination and drinking water in the public areas in the terminal buildings; (3) adequate lighting for the public vehicular parking facilities and aircraft apron; and (4) such janitorial and cleaning services as necessary to keep the public areas of the terminal buildings and areas adjacent thereto in a reasonably presentable and usable condition at all times. E. Obligations of City in Schedule A and Performance by Continental Upon Failure of City to Maintain. The City shall perform its maintenance, repair and replacement obligations under this Section 7.01, Section 7.03 and Schedule A in a timely and good and workmanlike manner. In the event City fails within thirty (30) days after receipt of written notice from Continental to perform any obligation required under this Section or Schedule A to be performed by the City, Continental may enter the Existing Terminal B Improvements involved, and do all things reasonably necessary to perform such obligation. Continental shall have the right to charge the City the reasonable cost and expense of performing such obligation and the City agrees to pay to Continental upon demand such charge; provided, however, if the City’s failure to perform any such obligation endangers the safety of the public, the employees or property of Continental and Continental so states in its written notice to the City, Continental may perform such obligation of the City at any time after the giving of such notice and charge to the City the reasonable cost and expense of such performance which the City shall pay as aforesaid. Section 7.02. Obligations of Continental A. Exclusive Use Space. Continental shall provide all maintenance in the Exclusive Use Space not otherwise provided by the City under Section 7.01 of this Exhibit. In addition, Continental shall furnish all janitorial services within the Exclusive Use Space. Continental shall also provide electrical relamping, all decorating and redecorating when required, and all maintenance and operation of tenant-installed improvements and systems in its Exclusive Use Space. Continental shall maintain the Exclusive Use Space in a neat, clean, sanitary, sightly and operable condition. B. Apron Area. Continental shall perform or cause to be performed such cleaning of the apron area leased to Continental as shall be necessary to keep said area in a clean, neat and orderly condition free of foreign objects and shall periodically on an as-needed basis remove grease, oil, and fuel spills caused by Continental with ramp scrubbing equipment and repair any foreign object damage. C. Other Continental Special Facilities. Continental shall be responsible for paying all operation and maintenance costs and all taxes, charges, utilities, and liens associated with all Special Facilities other than the APM, as provided in Sections 6.04, 8.01, and 8.02 of the Special Facility Leases. D. Continental-Constructed Improvements. Continental shall cause all improvements and facilities, and additions thereto, constructed or installed by Continental, either alone or in conjunction with other airline tenants, and all vehicles and equipment operated by Continental on the Airport to be kept and maintained in a safe condition and in good repair

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(except those repairs and maintenance undertaken by the City in Section 7.01 hereof) in accordance with uniform standards applicable to all Airport tenants as established from time to time by the Director. Continental shall keep the Exclusive Use Space and improvements thereon in a sanitary and neat condition and, during construction, shall cause compliance with all health, safety and other laws and requirements applicable thereto; provided, however, that notwithstanding anything herein to the contrary, Continental shall not be obligated to make any capital repairs or structural alterations to so comply, unless necessitated as a result of Continental’s construction activities. E. Performance by City Upon Failure of Continental to Maintain. In the event Continental fails within thirty (30) days after receipt of written notice from the City to perform any obligation required under this Section to be performed by Continental, the City may enter the Existing Terminal B Improvements involved, without such entering causing or constituting a termination of the Agreement or an interference with the possession of said Existing Terminal B Improvements by Continental, and do all things reasonably necessary to perform such obligation. The City may charge Continental the reasonable cost and expense of performing such obligation and Continental agrees to pay to the City upon demand such charge in addition to any other amounts payable by Continental hereunder; provided, however, if Continental’s failure to perform any such obligation endangers the safety of the public, the employees or property of the City, or other tenants of the Airport and the City so states in its written notice to Continental, the City may perform such obligation of Continental at any time after the giving of such notice and charge to Continental the reasonable cost and expense of such performance which Continental shall pay as aforesaid. Section 7.03. Transition of Operation, Maintenance and Janitorial Obligations to Continental. Commencing on the first day of the third month following the Effective Date of the Agreement, and ending on the date that each particular area is designated as part of a Phase, City shall relinquish managerial control and all obligations of the City provided in Section 7.01, including cleaning of the exterior building and windows (but excluding any obligations the City agrees to retain/undertake under this Section 7.03 and any obligations of the City listed on Schedule A), and Continental shall assume such managerial control and obligations (subject to credit as provided in Section 7.04.B. hereof). Notwithstanding the foregoing, the City shall (i) maintain all systems (including infrastructure systems and utility systems, such as electricity, gas, water and chilled water systems) at (and up to) the property line of the Existing Terminal B Improvements for distribution to Terminal B, along with any system or equipment within the Existing Terminal B Improvements, (ii) make and perform other maintenance and repairs that City has reserved unto itself under Schedule "A", (iii) make and perform all capital, structural, and extraordinary repairs and replacements, and (iv) make and perform any other repairs, replacement and maintenance necessary as a result of/mandated by a change in law or ordinance, if such work under (iv) is mutually agreed upon by Continental and the Director; provided, however, and for the avoidance of doubt, any repairs, replacement and maintenance necessary as a result of/mandated by a change in law or ordinance that would otherwise also fall within (i), (ii) (iii) above, shall be and remain the City’s responsibility. Further, City shall remain responsible for any consequence related to and Continental shall not be responsible or liable for any non-compliance with laws, ordinance and regulations to the extent repairs or replacements are not made or maintenance is not performed under Section 7.03(iv). Continental shall keep all facilities in a clean, neat, orderly, operable condition and appearance. The operation and maintenance -12HOU:3138944.2

obligations stated in Section 7.02 still remain in effect during the transition period discussed under this Section 7.03. For any City personnel displaced pursuant to the transition to Continental under this Section 7.03, Continental shall use good faith efforts to give fair consideration to such personnel in its (and include in its contracts a provision that requires its contractors to use good faith efforts in such contractors’) hiring of personnel to perform the duties stated in this Section. Further, notwithstanding anything contained herein to the contrary, Continental’s obligations in this Article VII shall not commence until the City has addressed, to Continental’s reasonable satisfaction, the items listed in Schedule B of this Exhibit E. Continental and the City will work in good faith to create the list in Schedule B. If there is a question as to whether a particular item of work is reasonable, this decision will be made mutually by the Director and Continental. If Continental and the Director are unable to agree on whether a particular item of work is reasonable, then Continental shall have no obligation or liability (including those in this Section 7.03) with respect to any such item that Continental deems is reasonable and should be included in Schedule B (but the Director does not so agree with Continental). Further, Continental shall have no obligation or liability (including those in this Section 7.03) with respect to any item listed in Schedule B that is not addressed by the City to Continental’s reasonable satisfaction. To the extent there is an enforcement action brought associated with non-compliance with laws or regulations that occurred prior to the commencement of Continental’s obligations under this Section 7.03, the City agrees it will handle and be responsible for such enforcement action, including the payment of fines or corrective measures, except to the extent caused by Continental. Continental shall pay janitorial and maintenance workers it employs in the performance of its obligations hereunder a prevailing wage rate, as paid in private employment for similar work to similar workers in the same locality. Section 7.04. Budgeting of Facilities Maintenance Costs. In consideration of Continental agreeing to perform the obligations provided in Section 7.03 above, the costs associated with such obligations shall be treated as follows: A. Exclusive Use Areas. In Exclusive Use Areas, Continental shall be responsible for all costs associated with routine maintenance, repair and janitorial services (excluding capital, structural and extraordinary repairs and replacements, whether or not necessary as a result of/mandated by a change in law or ordinance), until such time as such area is designated as part of a Phase. B. Credit for Costs for Continental’s Obligations Related to the Common Use and Public Areas. In Common Use and Public Areas which have not yet been designated as part of a Phase, City shall be responsible for all costs related to the maintenance, repair and janitorial services as is customary in other City-operated terminals at the Airport, and City shall distribute such costs in the normal rates and charges methodology as to certain cost centers. The City shall provide Continental a monthly credit against Continental’s monthly rates and charges for the costs allocable to the City in such areas as provided hereunder, which credit shall include, but shall not be limited to, reasonable administrative costs associated with recordkeeping and reporting functions of this transition of duties from the City to Continental. At least thirty (30) days prior to the beginning of each Fiscal Year, or as soon as reasonably practicable thereafter, the City shall provide Continental the estimate of the credit Continental shall receive against its rates and charges for the provision of services hereunder. If the City is unable to provide such estimate to Continental prior to the beginning of a Fiscal Year, the City shall

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continue to provide the credit provided in the immediately preceding Fiscal Year until such time as the estimate for the current Fiscal Year is provided by the City and any excess/deficiency shall be adjusted as part of the annual reconciliation process provided below. The rates and charges credit Continental receives hereunder shall be equally distributed over each month of every Fiscal Year during the time Continental retains the obligations provided hereunder, with an annual reconciliation that shall adjust to actual costs. In the event that the rates and charges credit provided to Continental hereunder during the Fiscal Year is less than the amount of the actual costs incurred for the performance of the obligations hereunder, such deficiency amount shall be issued as a credit to Continental within sixty (60) days of the calculation of such final settlement. In the event that the rates and charges credit provided to Continental hereunder during the Fiscal Year is more than the amount of the actual costs incurred for the performance of the obligations hereunder, such excess shall be billed to Continental and payable by Continental within sixty (60) days of the date of invoice. However, in the event that the amount of the Continental excess exceeds $350,000, Continental may pay the excess to the City in equal monthly installments without interest over the remaining months of the current Fiscal Year (but not less than four (4) months). C. Apron Areas. In the Terminal B Apron Areas, Continental shall be responsible for all costs except costs associated with maintenance, repairs and replacements associated with any City-installed underground infrastructure or maintenance, repairs and replacements that are structural, capital or extraordinary or mandated/necessary because of a change in law or ordinance. Section 7.05.

Reporting, Inspection and Audits.

A. Preventive Maintenance. Beginning in the month of January prior to each Fiscal Year, Continental and the Director shall create a preventive maintenance schedule and budget for items which are the financial responsibility of the City during the transition, and before the particular area is designated as part of a Phase; provided, however, the first preventive maintenance schedule and budget for the items which are the financial responsibility of the City during the transition shall be provided by the Director to Continental no later than thirty (30) days after the Effective Date of this Agreement. Continental shall submit monthly reports to the Director showing all preventive maintenance performed in the prior month. B. Corrective Maintenance (Repair and Replacement). Beginning in the month of January prior to each Fiscal Year, Continental and the Director shall create a budget for corrective maintenance for items which are the financial responsibility of the City during the transition, and before the particular area is designated as part of a Phase; provided, however, the first corrective maintenance budget for the items which are the financial responsibility of the City during the transition shall be provided by the Director to Continental no later than thirty (30) days after the Effective Date of this Agreement. Continental shall obtain three bids if any corrective maintenance item is expected to exceed $50,000. Continental shall submit, for written approval of the Director, a recommendation of the scope of the repair or replacement, copies of the bids, and the estimated completion date. While performing work on a corrective maintenance item, if hidden damage or additional cost exceeds 10% of the original selected bid

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price, Continental shall notify the Director for approval of the increase. Continental shall request an emergency authorization when necessary. The Director may issue an emergency authorization at which time Continental may start immediate repairs. Continental must make a good faith estimate of the “Not to Exceed” price of total repairs to be done under the emergency authorization. Continental shall submit monthly reports to the Director showing all corrective maintenance performed in the prior month. C. Report Related to Costs. Continental shall submit monthly reports to the Director showing the costs of all preventive maintenance, corrective maintenance and janitorial services performed in the prior month. D. Inspections and Audits. To ensure compliance with Article VII of this Exhibit "E", the City shall have the right to (i) inspect all areas, at any time, where maintenance is conducted and (ii) upon no less than seventy-two (72) hours’ written notice to Continental and a time to be mutually agreed upon by Continental and the City, conduct audits of the records of Continental and its maintenance subcontractors. In exercising its rights under this Section 7.05.D., the City shall use its best efforts to not interfere with, disrupt or interrupt Continental’s activities and/or operations. Article VIII INDEMNIFICATION Section 8.01.

Release and Indemnification of City.

CONTINENTAL, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS HEREBY RELEASES AND DISCHARGES THE CITY, ITS PREDECESSORS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND ITS AGENTS, EMPLOYEES AND OFFICERS (COLLECTIVELY IN THIS SECTION THE “CITY”) FROM ANY LIABILITY OF THE CITY FOR (I) ANY DAMAGE TO PROPERTY OF CONTINENTAL OR (II) FOR CONSEQUENTIAL DAMAGES SUFFERED BY CONTINENTAL, WHERE A.

ANY SUCH DAMAGE IS SUSTAINED IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF THIS EXHIBIT.

B.

WITH

NO INTENT TO AFFECT CONTINENTAL’S ENVIRONMENTAL INDEMNIFICATION SET FORTH IN SECTION 8.05L OF THE AGREEMENT, CONTINENTAL EXPRESSLY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD THE CITY COMPLETELY HARMLESS FROM AND AGAINST (BUT SUBJECT TO SECTIONS D AND E HEREOF): (I) ANY AND ALL LIABILITIES, LAWSUITS, CAUSES OF ACTION, LOSSES, CLAIMS, JUDGMENTS, DAMAGES, FINES OR DEMANDS ARISING BY REASON OF OR IN CONNECTION WITH THE ACTUAL OR ALLEGED ERRORS, OMISSIONS, OR NEGLIGENT ACTS OF CONTINENTAL OR OF THE CITY IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF THIS EXHIBIT, INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, ILLNESS, PHYSICAL OR MENTAL IMPAIRMENT, DEATH OF ANY PERSON, OR THE DAMAGE TO OR DESTRUCTION OF ANY REAL OR PERSONAL PROPERTY; AND (II) ALL REASONABLE, OUT-OF-POCKET COSTS INCURRED TO ESTABLISH THE CITY’S RIGHT TO INDEMNIFICATION HEREUNDER; AND (III) ALL COSTS FOR THE INVESTIGATION AND DEFENSE OF ANY AND ALL LIABILITIES, LAWSUITS, CAUSES OF ACTION, LOSSES, CLAIMS, JUDGMENTS, DAMAGES, FINES OR DEMANDS INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY

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FEES, COURT COSTS, DISCOVERY COSTS AND EXPERT FEES, SUBJECT TO SUBSECTIONS D AND E HEREOF, CONTINENTAL’S AGREEMENT TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY EXPRESSLY EXTENDS TO THE ACTUAL OR ALLEGED JOINT OR CONCURRENT NEGLIGENCE OF THE CITY AND CONTINENTAL.

C.

UPON THE FILING BY ANYONE OF ANY TYPE OF CLAIM, CAUSE OF ACTION OR LAWSUIT AGAINST THE CITY FOR ANY TYPE OF DAMAGES ARISING OUT OF INCIDENTS FOR WHICH THE CITY IS TO BE INDEMNIFIED BY CONTINENTAL PURSUANT TO THIS SECTION 8.01, THE CITY SHALL, AS SOON AS PRACTICAL, AND, IN ANY EVENT, WITHIN 10 DAYS OF THE CITY BECOMING AWARE THEREOF, NOTIFY CONTINENTAL OF SUCH CLAIM, CAUSE OF ACTION OR LAWSUIT. IN THE EVENT THAT CONTINENTAL DOES NOT SETTLE OR COMPROMISE SUCH CLAIM, CAUSE OF ACTION, OR LAWSUIT AT ITS OWN COST, TO THE EXTENT CONTINENTAL IS REQUIRED TO INDEMNIFY THE CITY PURSUANT TO THIS SECTION 8.01, THEN CONTINENTAL SHALL UNDERTAKE THE LEGAL DEFENSE OF SUCH CLAIM, CAUSE OF ACTION, OR LAWSUIT AT ITS OWN COST (SUBJECT TO SECTION 8.01E) THROUGH COUNSEL OF RECOGNIZED CAPACITY OR OTHERWISE NOT REASONABLY DISAPPROVED BY THE CITY BOTH ON BEHALF OF ITSELF AND ON BEHALF OF THE CITY (ASSUMING NO SUBSTANTIAL CONFLICTS OF INTEREST EXIST) UNTIL FINAL DISPOSITION, INCLUDING ALL APPEALS. THE CITY MAY, AT ITS SOLE RISK, COST AND EXPENSE, PARTICIPATE IN THE LEGAL DEFENSE OF ANY SUCH CLAIM, CAUSE OF ACTION OR LAWSUIT BY CONTINENTAL TO DEFEND AGAINST SUCH CLAIM, CAUSE OF ACTION OR LAWSUIT WITHOUT SUCH PARTICIPATION AFFECTING CONTINENTAL’S OBLIGATION HEREIN. ANY FINAL JUDGMENT RENDERED AGAINST THE CITY FOR ANY CAUSE FOR WHICH THE CITY IS TO BE INDEMNIFIED AGAINST PURSUANT TO THIS SECTION 8.01 SHALL BE CONCLUSIVE AGAINST CONTINENTAL AS TO LIABILITY AND AMOUNT UPON THE EXPIRATION OF THE TIME FOR ALL APPEALS. THE PROVISIONS OF SECTION 8.01B AND C HEREOF SHALL NOT APPLY TO ANY CLAIM OR DEMAND (I) TO THE EXTENT ARISING FROM THE NEGLIGENCE OF THE CITY WHEN THE CITY IS MORE THAN FIFTY PERCENT (50%) LIABLE, UNDER THIS EXHIBIT, OR FROM THE BREACH OF THE CITY’S EXPRESS OBLIGATIONS HEREUNDER; OR (II) IF SUCH CLAIM OR D.

DEMAND RELATES TO ANY ACT OR OMISSION OCCURRING OUTSIDE THE PREMISES LEASED EXCLUSIVELY OR PREFERENTIALLY TO CONTINENTAL UNDER THIS EXHIBIT, UNLESS CONTINENTAL IS MORE LIABLE FOR (I.E., IS MORE AT FAULT FOR) SUCH CLAIM OR DEMAND THAN EACH OTHER PARTY TO SUCH CLAIM OR DEMAND; (III) TO THE EXTENT THE CLAIM OR DEMAND IS COVERED UNDER THE INSURANCE AVAILABLE TO THE CITY AS AN ADDITIONAL INSURED UNDER ARTICLE X HEREIN; (IV) TO THE EXTENT THE CLAIM OR DEMAND IS COVERED UNDER A THIRD PARTY INSURANCE POLICY OWNED OR CARRIED BY THE CITY AND/OR ANY OF ITS AGENCIES OR INSTRUMENTALITIES; OR (V) UNLESS THE CLAIM OR DEMAND IS COVERED BY, OR THE CITY HAS ASSERTED A DEFENSE BASED ON GOVERNMENTAL OR SOVEREIGN IMMUNITY. THE CITY SHALL BE RESPONSIBLE FOR ASSERTING ANY DEFENSE OF GOVERNMENTAL IMMUNITY AS IT MAY EXIST FROM TIME TO TIME, AND IT SHALL DO SO UPON THE TIMELY WRITTEN REQUEST OF CONTINENTAL OR ITS INSURANCE CARRIER(S); PROVIDED, THAT, IF (A) A CLAIM OR DEMAND IS MADE AGAINST CONTINENTAL BY A THIRD PARTY FOR WHICH CONTINENTAL HAS INSURANCE COVERAGE PURSUANT TO SECTIONS 9.03 AND 9.04 OF THE AGREEMENT, AND (B) THERE IS A DEDUCTIBLE CARRIED BY CONTINENTAL APPLICABLE TO SUCH CLAIM OR DEMAND (OR CONTINENTAL, THROUGH SELF-INSURANCE OR OTHER SELFFUNDED INSURANCE PROGRAM, BEARS THE FINANCIAL RISK OF ANY PORTION OF SUCH CLAIM

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OR DEMAND AS TO THE DEDUCTIBLE ONLY), THEN THE PROVISIONS OF SECTION 8.01B AND C SHALL APPLY TO SUCH PORTION OF THE CLAIM OR DEMAND THAT IS SUBJECT TO SUCH DEDUCTIBLE OR SELF-INSURANCE OF THE DEDUCTIBLE OR OTHER SELF-FUNDED INSURANCE PROGRAM AS TO THE DEDUCTIBLE (AND TO ANY OTHER PORTION OF THE CLAIM OR DEMAND AS TO THE CITY THAT IS NOT SATISFIED WITH INSURANCE PROCEEDS). FOR PURPOSES OF THIS SECTION, CONTINENTAL COVENANTS AND AGREES THAT AS TO EACH CLAIM OR DEMAND THAT MAY BE SUBJECT TO THE PROVISIONS HEREOF, THE DEDUCTIBLE AMOUNT SHALL NEVER BE DEEMED TO BE GREATER THAN $1,000,000.

E. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, THE LIABILITY OF THE CONTINENTAL FOR THE CITY’S NEGLIGENCE, INCLUSIVE OF ALL DEFENSE COSTS EXPENDED SOLELY FOR THE CITY’S DEFENSE, UNDER THIS SECTION 8.01B AND C SHALL NOT EXCEED $1,000,000 PER OCCURRENCE. Article IX DAMAGE OR DESTRUCTION OF EXISTING TERMINAL B IMPROVEMENTS Section 9.01.

Existing Terminal B Improvements Inhabitable

If any of the Existing Terminal B Improvements shall be partially damaged by fire or other casualty, but such Existing Terminal B Improvements remain inhabitable, same will be repaired with due diligence by the City to the condition existing just prior to such casualty, but the City’s responsibility in this regard shall be limited to the extent of the proceeds of insurance received with respect to such premises and to the extent funds are appropriated for such repair by the City’s governing body. Section 9.02.

Existing Terminal B Improvements Uninhabitable

If any of the Existing Terminal B Improvements shall be completely destroyed or partially damaged by fire or other casualty rendering all or a substantial portion of the Existing Terminal B Improvements uninhabitable and it is reasonably estimated by the Director that it will take more than 180 days to repair, Director shall notify Continental in writing within ninety (90) days of such casualty whether the damaged or destroyed Existing Terminal B Improvements will be repaired. If any or all of the Existing Terminal B Improvements is to be repaired, it shall be repaired with due diligence by the City, and the rental allocable to the damaged or destroyed Existing Terminal B Improvements shall be abated for the period from the occurrence of the damage to the substantial completion of the repairs. If the repair period is estimated to exceed 180 days, the City shall make good faith efforts to provide Continental with temporary substitute space, if available, during such period of repair, at a rental rate for comparable space based on the rates and charges principles set forth in this Exhibit. Section 9.03.

Automatic Termination

If the City shall fail to notify Continental of its decision as set forth in Section 9.02 of this Exhibit (or gives written notice of its intent not to repair), the City shall be deemed to have elected to terminate the Agreement only as to the Existing Terminal B Improvements damaged -17HOU:3138944.2

or destroyed, and the Agreement shall automatically terminate as to such Existing Terminal B Improvements as of the date of the damage or destruction, with no further liability therefor by either the City or Continental except those liabilities that accrued, including rent, prior to such damage or destruction; provided, however, no such termination shall affect Continental’s rights to designate at a later date all or any portion of the Existing Terminal B Improvements (whether destroyed or otherwise) as part of a Phase. Section 9.04.

Continental Improvements

Continental shall reconstruct all its improvements in the damaged or destroyed Existing Terminal B Improvements necessary for the conduct of Continental’s business operations in the manner existing just prior to the casualty, consistent with the City’s obligations set forth in Sections 9.01, 9.02 and 9.03 of this Exhibit. Section 9.05.

Insurance

The terminal buildings in which the Exclusive Use Space is located, exclusive of Continental’s property, will be insured by the City under a policy of fire and extended coverage insurance to the extent of not less than eighty percent (80%) of the insurable value of such property if such percentage of coverage is available. Insurance moneys and funds received on account of the damage to or destruction of such property will be applied by the City to the repair, construction, or replacement of such damaged or destroyed property. Premiums paid by the City for insurance provided in compliance herewith shall be included by the City as a part of Airport operation and maintenance expenses. Article X TERMINATION Section 10.01. Termination by City The City, in addition to any other right of cancellation herein given to it or any other rights to which it may be entitled by law or equity or otherwise, may cancel the Agreement as it pertains to the Existing Terminal B Improvements by giving Continental sixty (60) days advance written notice, to be served as hereinafter provided, upon or after the happening of any one or more of the following events, except default in timely payment of any money due the City including Passenger Facility Charges (PFCs), if applicable, for which fifteen (15) days written notice shall be given and except default in providing copies of insurance policies or maintaining required insurance coverages described in Section 9.04.K of the Agreement, for which ten (10) days written notice shall be given: A. The filing by Continental of a voluntary petition in bankruptcy or any assignment for benefit of creditors of all or any part of Continental’s assets; or B. Any institution of proceedings in bankruptcy against Continental and the adjudication of Continental as a bankrupt pursuant to such proceedings; or

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C. The taking of jurisdiction by a court of competent jurisdiction of Continental or its assets pursuant to proceedings brought under the provisions of any Federal reorganization act; or D. The appointment of a receiver or trustee of Continental’s assets by a court of competent jurisdiction or by a voluntary agreement with Continental’s creditors; or E. The abandonment by Continental of its conduct of its air transportation business at the Airport and in this connection, suspension of operations for a period of ninety (90) days will be considered abandonment in the absence of an explanation satisfactory to and accepted in writing by the Director; or F. If Continental shall be prevented for a period of ninety (90) days, after exhausting or abandoning all appeals, by any action of any governmental authority, board, agency or officer having jurisdiction thereof from conducting its air transportation business at the Airport, or it is so prevented from conducting its air transportation business, either by (a) reason of the United States or any agency thereof, acting directly or indirectly, taking possession of, in whole or substantial part, the Existing Terminal B Improvements or premises required for the actual operation of Continental’s aircraft to and from the Airport; or (b) if all or a substantial part of the Existing Terminal B Improvements shall be acquired through the process of eminent domain; or G. The default by Continental in the performance of any covenant, obligation or condition herein required to be performed by Continental and the failure of Continental to remedy such default for a period of thirty (30) days after receipt from the City of written notice to remedy the same, except default in timely payment of any money due the City under the Agreement as it pertains to the Existing Terminal B Improvements, for which a total of fifteen (15) days written notice will be given and except default in providing copies of insurance policies or maintaining required insurance coverages described in Section 9.04K of the Agreement, for which ten (10) days written notice shall be given; provided, however, that no notice of cancellation as above provided shall be of any force or effect if Continental shall have remedied the default prior to receipt of the City’s notice of cancellation or within the said 30-day period Continental commences the process of remedying the default and diligently prosecutes the same to completion. Failure by the City to take any authorized action upon default by Continental of any of the terms, covenants or conditions required to be performed, kept and observed by Continental shall not be construed to be or act as a waiver of said default or of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Continental. The acceptance of rentals by the City from Continental for any period or periods after a default by Continental of any of the terms, covenants and conditions herein required to be performed, kept and observed by Continental shall not be deemed a waiver or estoppel of any right on the part of the City to cancel the Agreement for failure by Continental to so perform, keep or observe any of said terms, covenants or conditions. Section 10.02. Termination by Continental

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In addition to any other right of cancellation herein given to Continental or any other rights to which it may be entitled by law, equity, or otherwise, as long as Continental is not in default in payment to City of any amounts due City under the Agreement or otherwise, Continental may cancel the Agreement as to the Existing Terminal B Improvements and thereby terminate all of its rights and unaccrued obligations hereunder (other than the continuing right to designate all or a portion of the Existing Terminal B Improvements as part of a Phase and provided that a termination by Continental with regard to the Existing Terminal B Improvements shall not affect Continental’s obligation to pay Special Facilities Payments under the Agreement) by giving City sixty (60) days advance written notice, to be served as hereinafter provided, upon or after the happening of any of the following events: A. Termination, suspension, revocation or cancellation, by any federal agency with competent jurisdiction of Continental’s right or authority to operate as a scheduled air carrier serving the Airport; B. Issuance by a court of competent jurisdiction of an injunction which in any way substantially prevents or restrains the use of the Airport or any part thereof necessary for Continental’s scheduled flight operations and which injunction remains in force for a period of at least thirty (30) days after City has exhausted or abandoned all appeals, if such injunction is not necessitated by or issued as the result of an act or omission of Continental; C. If, at any time during the term of the Agreement, because of City’s failure to provide within a reasonable time safe aircraft operating facilities, the Federal Aviation Administration or its successor fails or refuses to certify the Airport as adequate to accommodate aircraft which Continental is licensed to operate and is operating into and from all other airports of like size and character and with similar facilities and which aircraft are in general use on Continental’s scheduled transportation route system; and which Continental may reasonably desire to operate into or from the Airport; provided such refusal or failure is not due to any fault of Continental; D. The inability of Continental for a continuing period in excess of ninety (90) days to use the Airport or to exercise any rights or privileges granted to Continental hereunder and necessary to its scheduled flight operations because of any law or ordinance by any governmental authority having jurisdiction over the operations of the Airport or Continental, or because of any order, rule, regulation or other action or any nonaction of the Federal Aviation Administration, its successor or any other authorized governmental agency prohibiting such use; or because of earthquake or other casualty (excepting fire), acts of God or the public enemy, and beyond the control of Continental. E. The default by City in the performance of any covenant or condition within the control of City and herein required to be performed by City and failure of City to use its best efforts to remedy such default for a period of thirty (30) days after receipt from Continental of written notice to remedy the same; provided, however, that no notice of cancellation as above provided shall be of any force or effect if City shall have remedied the default prior to receipt of Continental’s notice of cancellation or within the aforesaid thirty (30) day period or during said period commences the process of remedying the same and diligently prosecutes the same to completion.

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F. The assumption by the United States Government or any authorized agency thereof of the operation, control or use of the Airport and facilities, or any substantial part thereof, in such a manner as substantially to restrict Continental, for a continuous period of at least ninety (90) days, from operating its air transportation business. G. Termination, suspension or discontinuation of Continental’s services to the Airport by a governmental agency authorized to do so because of a war or national emergency declared by the government. Continental’s performance of all or any part of the Agreement as to the Existing Terminal B Improvements for or during any period or periods after a default of the terms, covenants and conditions herein contained to be performed, kept and observed by City shall not be deemed a waiver of any right on the part of Continental to cancel the Agreement as to the Existing Terminal B Improvements for failure by City so to perform, keep or otherwise observe any if the terms, covenants or conditions hereof to be performed, kept and observed by City, or be construed to be or act as a waiver by Continental of said default or of any subsequent default of any of said terms, covenants and conditions herein contained and to be performed, kept and observed by City. H. In any event where the usage of the Airport by Continental is materially affected as provided in this Section 10.02, and whether or not Continental is entitled to cancel the Agreement as to the Existing Terminal B Improvements as herein provided, while such event is continuing, an equitable adjustment to the rentals herein required to be paid by Continental shall be made by City, as are determined to be reasonable by City in its sole judgment. Article XI PROVISIONS RELATING TO THE LETTER AGREEMENT PREMISES Section 11.01. Termination of Letter Agreement That certain Letter Agreement dated August 21, 2000, From Richard M. Vaccar to Geoffrey A. Scripture of Continental governing the Letter Agreement Premises is hereby terminated and rendered of no further force and effect. Until designation by Continental of a portion of the Letter Agreement Premises as part of a Phase (which designation will include a description of that area of the Letter Agreement Premises needed for Continental Project Components and that area of the Letter Agreement Premises needed for City Project Components as Airfield Area or Apron Areas), the terms and conditions set out in this Article XI shall also apply to Continental’s use and enjoyment of that portion of the Letter Agreement Premises. Section 11.02. Use Continental shall enjoy reasonable ingress and egress (as reasonably determined by the Director) between the Letter Agreement Premises and the north ramp connector taxilane, which connects the Terminal B and Terminal C north ramps. Further, Continental’s use rights to the Letter Agreement Premises shall be preferential (and not exclusive). By preferential use, it is intended that Continental shall have the prior right to use the Letter Agreement Premises and the City may allow the use of the Letter Agreement Premises by another party only if such other use

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does not (i) conflict with Continental’s use of the Letter Agreement Premises in the reasonable opinion of the Director and (ii) adversely affect the tax-exempt status of the bonds that will be used to finance the improvements to the Airport. In connection with any such usage, Director shall assess such user a reasonable fee, which shall be paid over to Continental by the City calculated in a manner consistent with the calculation of similar fees for such purposes at the Airport unless such amount would be less than the fee that would be charged to such user if such fee were based upon a reasonable prorata share of (A) Continental’s capital investment previously made in the Letter Agreement Premises, (B) the ground rental payable by Continental for the Letter Agreement Premises and (C) the operation and maintenance expenses incurred by Continental in connection with the Letter Agreement Premises, in which case, such user shall be charged a fee based on such investment, rental and expenses (so that Continental is not required to subsidize the use of the Letter Agreement Premises by such other user). Section 11.03. Designation as Part of a Phase Upon designation of a portion of the Letter Agreement Premises as part of a Phase (which designation will include a description of that area of the Letter Agreement Premises needed for Continental Project Components and that area of the Letter Agreement Premises needed for City Project Components as Airfield Area or Apron Areas), that portion of the Letter Agreement Premises so designated shall no longer be governed by the terms of this Article XI, but instead shall be governed by the other terms of the Agreement, and such portion needed for Continental Project Components shall be treated as a part of the Ground Lease Properties after such designation and such part needed for City Project Components shall be treated as Airfield Area or Apron Areas, as appropriate. Section 11.04. Operation and Maintenance With regard to the existing improvements on the Letter Agreement Premises, Continental shall provide structural and all other maintenance for such pavement and other improvements. In addition, Continental shall perform or cause to be performed such cleaning of the improvements on the Letter Agreement Premises leased to Continental as shall be necessary to keep such area in a clean, neat and orderly condition reasonably free of foreign objects and shall, on an asneeded basis, remove grease, oil and fuel spills caused by Continental. Section 11.05. Ground Rental Continental shall pay the ground rental set out below (on a per square foot basis) as to any portion of the Letter Agreement Premises that has not been designated as part of a Phase as needed for Continental Project Components or City Project Components as Airfield Area or Apron Areas. Rental Period:

Rental Period:

07/01/10 to 06/30/15 Square Footage 269,686 07/01/15 to 12/31/17 Square Footage 269,686

PSFPA .33

Annual Rental $88,996

Monthly Rental $7,416

PSFPA .38

Annual Rental $102,481

Monthly Rental $8,540

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Article XII MISCELLANEOUS PROVISIONS Section 12.01. Rules and Regulations From time to time the Director may adopt and enforce rules and regulations with respect to the occupancy and use of the Airport, its services and facilities, by persons, vehicles, aircraft and equipment that in his opinion will reasonably insure the safe, efficient, and economically practicable operation thereof and provide for the safety and convenience of those using the Airport, and to protect the Airport and its facilities and the public from damage or injury resulting from operations on, into and from the Airport. Continental agrees to observe and obey any and all rules and regulations as are currently in place and as may be reasonably established from time to time, and to require its officers, agents, employees, contractors, and suppliers, to observe and obey the same. The City reserves the right to deny access to the Airport or its facilities to any person, firm or corporation that fails or refuses to obey and comply with such rules and regulations. Such rules and regulations of the City will not be inconsistent with the terms of the Agreement nor with valid rules, regulations, orders and procedures of the Federal Aviation Administration or any other government agency duly authorized to make or enforce rules and regulations for the operation of the Airport and the operation of aircraft using the Airport. Continental at all times shall be furnished at the notice address provided herein and to Continental’s on Airport manager or a link to such City rules or regulations and any amendments to applicable Airport rules and regulations when proposed by the Director or other airport staff before the effective date thereof, and the City shall cause HAS to make reasonable efforts to furnish an advance copy to provide Continental an opportunity to comment on such proposed changes such that City can meaningfully consider such comments, and Continental reserves the right to contest any such rules and regulations which it believes to be unreasonable. Section 12.02. Compliance with Statutes, Ordinances and Regulations. At all times during Continental’s lease, use and occupancy, prior to their designation as part of a Phase as provided in the Agreement, of the Existing Terminal B Improvements and the Letter Agreement Premises, Continental shall, in connection with its activities and operations at the Airport comply with or conform to any of all applicable statutes, ordinances, or regulations (subject to Section 12.01); except to the extent that such non-compliance is due to a pre-existing condition prior to the transition of obligations as provided in Section 7.03 of this Exhibit E. Further, City shall remain responsible for any consequence related to and Continental shall not be responsible or liable for any non-compliance with laws, ordinance and regulations to the extent repairs or replacements are not made or maintenance is not performed under Section 7.03(iv).

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SCHEDULE A

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SCHEDULE B (PUNCH-LIST) The City and Continental agree that within 60 (sixty) days of signing the Agreement, Continental shall complete an inspection of the Existing Terminal B Improvements and the Letter Agreement Premises and provide a report of said inspection to the City that indicates whether there is existing equipment or facilities that require maintenance, repair, and/or replacement (the “Property Assessment”). City agrees to assist with providing information needed to complete the Property Assessment. The Property Assessment shall take into account whether the equipment and/or facilities are in compliance with federal, state or local laws or regulatory requirements (including the risk of non-compliance in light of the condition). The City agrees that it will address the items that are identified, recognizing that if there is disagreement as to what maintenance, repair, and/or replacements are needed that the Director and Continental will work in good faith to reach an agreement. The City and Continental agree that the Property Assessment will include (without limitation) review of the oil/water separators, grease traps, and triturators and that the City will provide information on the specific locations, maintenance records, copies of permits/assessments, and information on potential concerns with this equipment (to the extent the City is aware of such). The City will ensure that all oil/water separators, grease traps, and triturators are cleaned out within 30 days prior to transfer of maintenance responsibilities and the City recognizes that while the Property Assessment has not yet been completed that maintenance, repair, and/or replacement by the City will likely be required for certain of this equipment. In addition to what is stated, above, the City agrees to the following specific items: 1.

City to provide documentation confirming closure (and method) of the two oil/water separators at the premises that are out-of-service, including whether the oil/water separators were physically removed from the ground or left-in-place and filled in with cement, and/or whether the lines were sealed off, etc.

2.

City to cleanup all devices immediately prior to transferring maintenance responsibility to Continental.

Further, the City will confirm that all devices are in compliance with federal, state or local laws or regulatory requirements (including whether in risk of non-compliance in light of the condition). If such devices are not in compliance, the City will bring the devices into compliance prior to transferring maintenance responsibility to Continental.

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