EX-10.58 15 0015.txt SPACE AND USE AGREEMENT SPACE AND USE AGREEMENT Continental Airlines, Inc. ("CONTINENTAL"), by its execution of this Space and Use Agreement (the Agreement"), grants to Frontier Airlines, Inc., hereinafter referred to as "COMPANY", under the terms and conditions stated herein, certain rights and privileges, including the right to occupy and use the space referred to herein as the "PREMISES." COMPANY, by its execution hereof, hereby accepts and receives the PREMISES and the obligations, liabilities and responsibilities provided for herein. COMPANY covenants and agrees to abide by and carry out all the terms, conditions and provisions hereof. "COMPANY," as used herein, shall include, unless stated otherwise, the directors, officers, employees, agents, customers and invitees of COMPANY and all parties representing COMPANY, those for whom COMPANY is liable and responsible, and all parties represented by COMPANY. 1. EFFECTIVE DATE The effective date of this Agreement shall be April 7, 2000 2. COMPANY The name, address and telephone number of the COMPANY are as follows: NAME: Frontier Airlines, Inc. ADDRESS: 12015 East 46th Avenue Denver, CO 80239-3116 TELEPHONE: (303) 371-7400 ext. 1306 ATTENTION: Joan Osterman, Director of Properties & Facilities 3. DESCRIPTION OF PREMISES Certain maintenance hangar space (approximately * sq. ft.) within Continental's Hangar Facility located at the Denver International Airport, being more fully described on Exhibit A (the "PREMISES") attached hereto and made a part hereof along with any improvements thereon, as well as reasonable rights of ingress and egress thereto. 4. USE OF PREMISES COMPANY is hereby granted the right to use the PREMISES, in accordance with the terms and conditions stated herein, for the following purposes: Exclusive Use of the PREMISES (Exhibit A) for the purpose of office work and aircraft maintenance work only. On a space available basis, COMPANY will permit CONTINENTAL the use of room 116 for general office and training purposes. 5. PROPERTY OWNER City and County of Denver, hereinafter referred to as "OWNER," has granted to CONTINENTAL, the right to use the PREMISES and certain other rights and privileges under the following Support Facilities Lease Agreement, hereinafter referred to as the "BASE LEASE": Lessor: City and County of Denver Lessee: Continental Airlines, Inc. Dated: January 8, 1993 CONTINENTAL warrants and represents that, as of the date hereof, the BASE LEASE is in full force and effect. 6. CONSIDERATION/RENTAL In consideration for the rights granted by CONTINENTAL hereby, COMPANY, agrees to * annually to Continental Airlines, Inc. in equal monthly installments of *, paid in advance, on the first day of each calendar month plus any periodic adjustments or additional rent, charges or fees provided for herein. COMPANY further agrees to pay as additional rental any increases in rental charges to CONTINENTAL under the BASE LEASE or any amendments thereto. Payment shall be delivered to CONTINENTAL at: CONTINENTAL AIRLINES, INC CREDIT MANAGEMENT P.O. BOX 100023 HOUSTON, TX 77212 ATTENTION: OUTSIDE SALES & SERVICE - DEN Hangar Sublease 7. TERM The term of this Agreement shall commence and become effective on April 7, 2000 and shall continue for a period of one year. Either party hereto shall have the right to terminate this Agreement without cause at any time by giving the other party * days prior written notice. If, at the expiration of the term, COMPANY fails to vacate the PREMISES, then COMPANY shall be deemed a holdover tenant on all of the terms and conditions of this Agreement (except that, without limiting the rights provided to CONTINENTAL under this Agreement for a breach by COMPANY, the monthly rental payable by COMPANY shall be * of the monthly rent provided for herein) and CONTINENTAL reserves the right to evict COMPANY without further process of law. 8. NOTICE Unless expressly required or permitted herein to be oral, all notices, requests, consents and approvals required to be given to or by either party shall be in writing, and shall be transmitted either by a commonly recognized national delivery service or deposited as prepaid, certified, registered or express United States mail addressed as follows, or to the last address provided in accordance herewith: TO CONTINENTAL: TO COMPANY: Vice President Joan Osterman Corporate Real Estate Director, Properties and Facilities Continental Airlines, Inc. Frontier Airlines, Inc. 1600 Smith, 33rd Floor 12015 East 46th Avenue Houston, TX 77002 Denver, CO 80239-3116 9. LEASEHOLD SECURITY Within 10 (ten) business days of the execution of this Agreement, COMPANY shall deliver to CONTINENTAL, as a Security Deposit *, which amount may be commingled with other funds belonging to CONTINENTAL and shall bear no interest. The amount of the Security Deposit may be adjusted by CONTINENTAL as provided herein. After a default by COMPANY, CONTINENTAL may apply any or all of the Security Deposit to cure such default as provided herein. A. If at any time during the term of this Agreement, any of the rent herein reserved, or any other amounts due from COMPANY shall be overdue or unpaid, or in the event of failure by COMPANY to keep and perform any of the terms, covenants and conditions of this Agreement to be kept and performed by COMPANY, then CONTINENTAL, at its option, may appropriate and apply the entire Security Deposit, or any portion, thereof (i) to the payment of such overdue amounts, and (ii) as compensation to CONTINENTAL for any loss or damage sustained or suffered by CONTINENTAL due to such breach on the part of COMPANY. Should CONTINENTAL withdraw any amount from the Security Deposit as provided herein, COMPANY shall remit to CONTINENTAL, upon written demand therefor, an amount sufficient to fully replenish the Security Deposit. B. If at any time during the term hereof, the rental or other amounts due from COMPANY hereunder should increase, COMPANY shall remit to CONTINENTAL, upon written demand therefor, an amount sufficient to increase the Security Deposit to a level reflecting such increase. C. COMPANY's failure to remit any increase in, or any replenishment of the Secrity Deposit, as required herein, within * days of receipt of written notice of funds due, shall constitute a default hereunder, entitling CONTINENTAL to immediately invoke the remedies available to it by law and this Agreement, including immediate termination of this Agreement. D. Within * days after expiration or other termination of this Agreement, and upon vacation of the PREMISES and satisfaction of any and all events of default by COMPANY, including payment of all amounts due and past due, the Security Deposit shall be returned in full to COMPANY. E. In the event any bankruptcy, insolvency, reorganization or other creditor-debtor proceeding shall be instituted by or against COMPANY, the Security Deposit shall be deemed to be applied first to any rents and/or other charges due CONTINENTAL for all periods prior to the institution of such proceedings. 10. INSURANCE COVERAGE REQUIREMENTS Without limiting COMPANY's obligation to indemnify CONTINENTAL as provided for in this Agreement, COMPANY shall procure and maintain, at its own cost, at all times during the term of this Agreement, insurance of the following types and in amounts not less than those indicated, with responsible insurers satisfactory to CONTINENTAL providing the following coverage: DESCRIPTION A. Aircraft Hull and Liability Insurance Per Occurrence: to Include but not be limited to $** combined single limits premises liability, comprehensive covering bodily injury, property general liability, and auto damage and personal injury liability for vehicles licensed for operation on Airport Premises *or COMPANY limits if higher B. Workers' Compensation Statutory C. Employer's Liability $* D. All Risk Property Insurance COMPANY limits, replacement cost covering all real or owned property value of the COMPANY while on the PREMISES 11. SPECIAL PROVISIONS A. JANITORIAL AND MAINTENANCE CONTINENTAL will use reasonable efforts to provide janitorial services for the PREMISES, but should not be help liable if such services are interrupted from time to time. COMPANY agrees to pay its pro-rata share of such services. B. TENANT IMPROVEMENTS COMPANY will be solely responsible for all tenant improvements. All tenant improvements are subject to the prior written consent of the Vice President, Corporate Real Estate. 12. BAILMENT During the term of this Agreement, an employee or agent of COMPANY shall at all times be in charge of and in custody and control of all aircraft and other property belonging to or in the control of COMPANY on or in the vicinity of the PREMISES, and THE PARTIES HEREBY STIPULATE AND AGREE THAT THIS AGREEMENT DOES NOT CONFER UPON CONTINENTAL ANY CONTROL OVER OR OBLIGATION OF BAILMENT WITH RESPECT TO ANY AIRCRAFT OR OTHER EQUIPMENT OWNED OR OPERATED BY Company, AND DOES NOT SUBJECT CONTINENTAL TO ANY OF THE LIABILITIES OF AN OWNER, USER, LESSOR, OR OPERATOR OF ANY AIRCRAFT OR OTHER EQUIPMENT OWNED OR OPERATED BY COMPANY. 13. SUBJECT TO BASE LEASE COMPANY covenants and agrees, for the benefit of CONTINENTAL and OWNER, that it shall not, by its use and occupancy of the PREMISES, violate any of the provisions of the BASE LEASE as such BASE LEASE has been and/or may from time to time be amended, or cause CONTINENTAL to be in default thereof, and that it shall faithfully perform and discharge all of the obligations of CONTINENTAL (except for payment of rental) thereunder, to the extent that such BASE LEASE terms are applicable to the PREMISES or this Agreement. COMPANY further covenants that this Agreement shall be, in all respects, subject and subordinate to the BASE LEASE, and any mortgages or other lien instruments that may affect the PREMISES or CONTINENTAL'S interest therein, and nothing contained in this Agreement shall be deemed to confer upon COMPANY any rights which are not granted by or are in conflict with the BASE LEASE. Notwithstanding anything contained herein, (a) this Agreement shall not be deemed to grant to COMPANY any rights or privileges which CONTINENTAL does not have under the BASE LEASE, and (b) any act or omission of CONTINENTAL required or permitted by the BASE LEASE shall in no event be deemed a violation of this Agreement. 14. ACCEPTANCE OF PREMISES COMPANY HAS INSPECTED THE PREMISES AND ACKNOWLEDGES THAT CONTINENTAL HAS MADE NO REPRESENTATIONS AS TO THE CONDITION THEREOF. COMPANY ACCEPTS THE PREMISES IN ITS PRESENT CONDITION, AS-IS, WITH ALL FAULTS, LATENT OR KNOWN. CONTINENTAL MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, PERTAINING TO THIS AGREEMENT OR THE PROPERTY DESCRIBED HEREIN. COMPANY HEREBY WAIVES AND CONTINENTAL EXPRESSLY DISCLAIMS ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITING THE GENERALITY OF THE FOREGOING, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR REGARDING THE CONDITION OF THE PROPERTY. IN NO EVENT SHALL CONTINENTAL'S LIABILITY OF ANY KIND UNDER THIS AGREEMENT INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF CONTINENTAL SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF POTENTIAL LOSS OR DAMAGE. 15. PAYMENTS If the term of this Agreement shall commence or end on any day other than the first and last day, respectively, of a calendar month, the consideration due for a portion of a month shall be prorated on a per-diem basis, and the first payment shall be due on or before the effective date hereof. Any unpaid or past due amounts shall bear interest from the date due until paid, at 1-1/2% per month, or, at CONTINENTAL's option, the maximum rate allowable by law, which interest shall be considered as part of the rental payable hereunder. Acceptance by CONTINENTAL of any partial payment, including endorsement of a check, shall not be deemed to be an accord and satisfaction. CONTINENTAL may accept such check or payment without prejudice to it's right to recover the balance due or to pursue any other remedy available to it. 16. UTILITIES CONTINENTAL shall furnish the PREMISES with utilities and services to the extent that they are furnished to CONTINENTAL under the BASE LEASE. CONTINENTAL shall not be liable for, and COMPANY hereby releases and waives any claims against CONTINENTAL resulting from any failure or interruption of such services even if caused by the negligence of CONTINENTAL; provided that COMPANY shall be entitled to an abatement of rent payable hereunder during such period of failure or interruption to the extent that CONTINENTAL receives such abatement in respect of the PREMISES under the BASE LEASE. COMPANY shall pay CONTINENTAL, as additional rent, for any extraordinary electrical, gas or water consumption, and any utility costs attributable to equipment installed by COMPANY. 17. CONDUCT AND WASTE COMPANY, in its use of the PREMISES, covenants and agrees that it shall: A. Conduct its operations in an orderly and proper manner. COMPANY shall not create, generate or permit the creation or generation of vibrations that might tend to damage the PREMISES; loud noises; the emission of steam, gases or unpleasant or noxious odors; nor in any manner annoy, disturb or be offensive to other tenants of the PREMISES and common areas. B. Be responsible for the conduct, appearance and behavior of its officers, employees, agents, contractors, customers and invitees on and in the vicinity of the PREMISES, and upon objection from CONTINENTAL or OWNER, shall immediately make every reasonable effort to eliminate any unsatisfactory conduct, appearance or behavior. C. Not allow garbage, debris or other waste materials (whether solid, liquid or gaseous) to collect or accumulate on or in the PREMISES or in access or service areas. COMPANY shall remove debris and other waste materials from the PREMISES in accordance with all applicable regulations governing such activity. COMPANY shall keep all lobbies, vestibules and steps within the PREMISES free from dirt and rubbish. D. It is intended that the standards and obligations imposed by this section shall be maintained and complied with by COMPANY in addition to its compliance with any present and future governmental laws, rules and regulations. 18. SECURITY COMPANY shall adopt and enforce appropriate procedures to prevent unauthorized access to CONTINENTAL's operations areas and aircraft, on the part of its passengers, employees, vendors, licenses, and invitees. Such procedures shall include, without limitation, a requirement that all COMPANY's employees visibly display a photographic identification badge on their person at all times while within an area covered by this Agreement which is not open to the general public, and a requirement that all passengers and other persons who are present in such an area be in the COMPANY of, and escorted by, a properly identified employee of COMPANY. COMPANY further agrees to indemnify, defend and hold CONTINENTAL harmless with respect to any fine, levy or penalty which may be imposed upon CONTINENTAL by the Federal Aviation Administration or any other government authority for violation of any law or regulation pertaining to aircraft or airport security as a result of any act or omission on the part of COMPANY, such indemnity to include all attorney's fees and other costs of defense incurred in connection therewith. 19. GOVERNMENTAL REQUIREMENTS COMPANY covenants and agrees, at its sole expense, including payment of fees and deposits, to procure from all governing authorities asserting jurisdiction over the operations of COMPANY, all licenses, certificates, permits or other authorization which may be necessary for the conduct of its operations. COMPANY shall at all times promptly observe, comply with and execute the provisions of any and all present and future federal, state and local laws, rules, regulations, requirements, orders and directions which may pertain or apply to the operations of COMPANY and its occupancy of the PREMISES. 20. RULES, REGULATIONS AND ADMINISTRATION COMPANY shall be responsible for initiating, maintaining and supervising safety precautions and programs necessary to prevent injury to persons and damage to property in, on or about the PREMISES, and shall observe and obey all present and future rules and regulations issued by CONTINENTAL and OWNER for the conduct of tenants and subtenants at the PREMISES, including but not limited to those regulating preservation and security of the PREMISES. 21. MAINTENANCE AND REPAIRS A. Any construction, addition to, or alteration of the PREMISES required by COMPANY shall be made by COMPANY at its sole cost and expense, only upon prior written approval by CONTINENTAL, and if required under the BASE LEASE, OWNER, and shall, upon expiration or termination of this Agreement, at CONTINENTAL's option, be promptly removed, with any damage caused thereby repaired, at COMPANY's sole cost and expense. B COMPANY covenants and agrees to maintain the PREMISES, and shall at its sole cost and expense, make any installations, non-structural repairs, replacements, redecorating and other maintenance necessary to keep the PREMISES, and all equipment, fixtures, furnishings and signs therein, in a clean, neat and orderly condition, save and except (i) normal wear and tear that could not have been prevented by, reasonable repair and maintenance; and (ii) damage by fire or other casualty not due to the fault of COMPANY. All maintenance and repair work undertaken by COMPANY or its agents or employees shall be performed in a good and workmanlike manner, in accordance with the standards of the facility and of a quality and class not inferior to the original material and workmanship, leaving the PREMISES free of liens for labor and materials. C. In the event that, within * days of receipt of written notice from CONTINENTAL or OWNER that a repair is necessary, COMPANY fails to commence and diligently continue to complete such repair, CONTINENTAL, without obligation to do so, may make such repair, and COMPANY shall promptly reimburse CONTINENTAL for all costs and expenses incurred thereby. D. COMPANY covenants and agrees to maintain the PREMISES and conduct its operations in such a manner that at no time shall it do or permit to be done any act or thing in, on or in the vicinity of the PREMISES which will invalidate or conflict with any fire and casualty insurance policies covering the PREMISES, or any part thereof, or which may create a hazardous condition or otherwise increase the risk normally attendant upon the operations contemplated hereunder. COMPANY shall promptly observe and comply with all present and future rules, regulations and orders of the Fire Underwriters Association or of any other board or organization which may exercise similar functions. E. Any increase in fire or casualty insurance premiums attributable to COMPANY's acts or omissions under this Agreement, shall be promptly reimbursed by COMPANY, upon receipt of CONTINENTAL's and/or OWNER's invoice therefor. 22. SURRENDER Upon expiration or other termination of this Agreement in accordance with the provisions herein, COMPANY shall remove all signs, trade fixtures and any other personal property, repair all damage caused by removal, and surrender the PREMISES in as good condition as at the commencement hereof and otherwise in a clean, neat and orderly condition, except for normal wear and tear that could not have been prevented by reasonable repair and maintenance. In the event COMPANY fails to surrender possession as required herein, CONTINENTAL may reenter and repossess the PREMISES without further notice, any personal property therein being deemed abandoned by COMPANY. COMPANY hereby waives service of any notice of intention to reenter and right to redeem that may be granted by applicable laws. 23. RIGHT OF ENTRY CONTINENTAL reserves the right for itself and OWNER to enter upon the PREMISES at any time during an emergency to take such action as may be required for the protection of persons and property, and for any other reasonable purpose, including without limitation, as access to and egress from areas other than the PREMISES, and to perform such functions as may be necessary for the maintenance and operation of the PREMISES, for inspection, repairs, alterations and improvements, and showing to prospective tenants. Such activity shall not be cause for abatement of any amount payable to CONTINENTAL by COMPANY, and the term of this Agreement shall not thereby be extended. CONTINENTAL shall make a reasonable effort to minimize interference with COMPANY's operations during such activity. 24. TAXES AND FEES COMPANY agrees to pay, before they become delinquent, all taxes (both general and special), and all assessments, fees and charges of any kind whatsoever, levied or assessed against any property of COMPANY located thereon, and any business conducted by COMPANY thereon. COMPANY agrees to use its best efforts to cause the PREMISES, and its personal property and business operations to be assessed and taxed separately from the BASE LEASE and the PREMISES. On demand by CONTINENTAL, COMPANY shall furnish CONTINENTAL with satisfactory evidence that such payments required from COMPANY have been made. In the event that Continental shall be assessed any taxes or fees relative to the rental payable by COMPANY to CONTINENTAL hereunder (other than income taxes), or for any of COMPANY's equipment, furniture, fixtures, personal property or business operations, COMPANY shall reimburse such amount to CONTINENTAL within * days after receipt of a written statement thereof. 25. FORCE MAJEURE Notwithstanding anything to the contrary herein contained, neither party shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder, except making rental and any other payments due, by any labor or industrial dispute; civil disturbance; vandalism or act of a public enemy; shortage of labor, energy or material; court order, regulation, action or non-action of any governmental authority; weather condition; natural disaster; act of God; or other circumstance not reasonably within its control, and which, with the exercise of due diligence, it is unable to overcome; provided, however, that nothing in this Section 26 shall extend the time for performance by COMPANY unless the time for performance by CONTINENTAL is extended for such reason under the BASE LEASE. Each party shall give the other immediate notice of such interruption, shall make all reasonable efforts to eliminate it as soon as possible, and at its conclusion, shall resume performance in accordance with its obligations hereunder. Neither party shall be required by the foregoing to settle or compromise any strike or other labor dispute. Either party may terminate this Agreement should such interruption exceed * days. 26. RELATIONSHIP The relationship between CONTINENTAL and COMPANY shall be that of sublandlord and subtenant for all purposes and nothing herein shall be construed to create or imply an employer/employee, agency, partnership, joint venture or other relationship. It is agreed and acknowledged that each of the parties is engaged in its own separate and distinct business, and is not under the control of the other party in the performance of the agreements herein contained. No person employed by either shall be held or construed to be an employee or agent of the other under any circumstances. Each party assumes full responsibility for any and all liability to its own employees on account of injury, or death resulting therefrom, sustained in the course of their employment. Each party, with respect to its own employees, accepts full and exclusive liability for payment of Workers' Compensation and employer's liability insurance premiums with respect to such employees, and for payment of all taxes, contributions or other payments for unemployment compensation or old age benefits, pensions, or annuities now or hereafter imposed upon employers by any government or agency thereof asserting jurisdiction in respect of such employees measured by the wages, salaries, compensation or other remuneration paid to such employees, and agrees to make such payments and to make and file all reports and returns and to do everything necessary to comply with the laws imposing such taxes, contributions or payments. 27. INDEMNIFICATION A. RELEASE COMPANY hereby covenants and agrees that, anything in this Agreement to the contrary notwithstanding, CONTINENTAL shall not be liable for (a) any acts or omissions of, or for any condition resulting from, the operations or activities of any person, firm or corporation, or its officers, directors, agents, employees, customers, invitees, vendors, or contractors relating to or arising out of this Agreement, or (b) any loss or damage to any property or the death or injury of any persons (including property of COMPANY, or its officers, directors, employees, agents, customers, vendors, contractors or invitees), occasioned by theft, fire, acts of God, or any governmental body or authority, injunction, riot, war, other tenants of the PREMISES, or any other matter beyond the control of CONTINENTAL, or any damage or inconvenience which may arise through repair or alteration of the PREMISES, or the failure to make repairs. B. INDEMNITY Anything in this Agreement to the contrary notwithstanding, and without limiting COMPANY's obligation to provide insurance pursuant to insurance provisions herein, COMPANY covenants and agrees that it shall protect, indemnify, defend and hold harmless, CONTINENTAL, its parent and subsidiaries, OWNER and their respective predecessors and former, present and future directors, officers, employees, agents, successors and assigns (the "Indemnitees"), from and against all liabilities, losses, damages, penalties, claims, costs, charges and expenses, causes of action and judgments of any nature whatsoever, including, without limitation, fees and disbursements of counsel incurred by any Indemnitee in any action or proceeding between COMPANY and any Indemnitee, or between any Indemnitee and any third party, or otherwise, which may be imposed upon or incurred by the Indemnitees by reason or arising out of any of the following (even if caused by the ordinary negligence of any Indemnitee, except to the extent caused by the gross negligence or willful misconduct of any Indemnitee): 1) Any occupancy, management or use of the PREMISES, or common areas or the service areas, parking areas, or pedestrian areas in the vicinity of the PREMISES, by COMPANY or any of its directors, officers, agents, contractors, servants, employees, licensees, invitees, successors and assigns; 2) Any act or omission of COMPANY or any of its directors, officers, agents, contractors, servants, employees, licensees, invitees, successors and assigns; 3) Any accident, injury to or death of any person, or damage to or destruction of any property occurring on or in the vicinity of the PREMISES, including but not limited to aircraft, interference with CONTINENTAL's operations, and loss of use; 4) Any failure on the part of COMPANY to comply with any of the covenants, agreements, terms or conditions contained in this Agreement, the BASE LEASE or rule regulation, requirement, order or directive for which it is responsible; CONTINENTAL shall promptly notify COMPANY of any such claim asserted against it, and forward copies of all papers or legal process served upon it in connection with any action or proceeding brought against any Indemnitee by reason of any such claim. 28. ENVIRONMENTAL OPERATIONS COMPANY covenants and agrees: A. That it shall not cause or permit any Hazardous Material to be stored upon the PREMISES without the written consent of CONTINENTAL, and shall advise CONTINENTAL of any known or suspected environmental contamination; B. That its operations shall at all times remain in compliance with: 1) CONTINENTAL's written restrictions and requirements governing the identification and use of chemical and petroleum products; and 2) all orders and regulations promulgated by the Occupational, Safety and Health Administration and by the Environmental Protection Agency, and all other federal, state and local laws, rules, regulations, requirements, orders and directive governing safety, the environment and hazardous and toxic substances; C. That it shall: 1) secure at its own expense, all required permits, licenses and authorizations necessary for such compliance; 2) advise CONTINENTAL of any notice of potential or actual non-compliance; 3) immediately upon receipt, provide CONTINENTAL with copies of any notice or notices relating to non-compliance; and 4) allow CONTINENTAL's designated representatives the unrestricted right to inspect and review its on-premises operations and equipment. Unless necessary in an emergency situation, CONTINENTAL's representatives shall not purposefully interfere with or inhibit COMPANY's operation. D. That all notices, copies and correspondence relating to this Section shall be delivered as described in the NOTICE provision of this Agreement to the following address, or to any address subsequently provided by proper notice. Copies of such material shall be hand-delivered to CONTINENTAL's on-site representative upon request: Continental Airlines, Inc. Environmental Affairs Department 1600 Smith DEPT HQSPF Houston, TX 77002 E. As used herein, the term "Hazardous Materias" includes any hazardous, explosive, radioactive, or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the state in which the Sublease PREMISES is located or the United States, including, without imitation, any material or substance which is (a) defined or listed as a hazardous waste, extremely hazardous waste, restricted hazardous waste, hazardous substance, hazardous material, pollutant, or contaminant, under any applicable law, (b) a petroleum or a petroleum derivative, (c) a flammable explosive, (d) a radioactive material, (e) a polychlorinated biphenyl, (f) asbestos or an asbestos derivative, (g) urea formaldehyde foam insulation, or (h) radon gas. 29. ENVIRONMENTAL INDEMNITY COMPANY covenants and agrees to release, indemnify, hold harmless and defend CONTINENTAL, its parent and subsidiaries and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, liabilities, losses, expenses, damages, causes of action and judgments of any nature whatsoever, including but not limited to reasonable attorney, consultant and expert fees, costs and related expenses; and including, but not limited to investigation, monitoring, storage, clean-up or other curative measures ordered by the Occupational, Safety and Health Administration or the Environmental Protection Agency or any other federal, state or local agency or entity asserting jurisdiction; arising out of the discharge, disbursal, release or escape of any Hazardous Material; arising out of or in any manner connected with any act or omission of COMPANY or its directors, officers, agents, contractors, servants, employees, licensees, invitees, successors and assigns. 30. INSURANCE ENDORSEMENTS COMPANY shall cause the required insurance coverage to be duly and properly endorsed by its insurance underwriters to provide that: A. CONTINENTAL, OWNER, and their respective officers, directors, agents and employees are named as additional insureds thereunder in respect of this Agreement. B. The policies shall include a standard cross liability clause. C. COMPANY's insurance shall be primary insurance and that any other insurance policy or policies of CONTINENTAL are noncontributory, secondary or excess insurance. D. COMPANY's policy expressly insures COMPANY's contractual liability assumed by COMPANY under this Agreement. E. COMPANY's insurers waive all rights of subrogation against CONTINENTAL and OWNER, and their respective directors, officers, agents and employees. F. CONTINENTAL shall be given thirty (30) days prior written notice of any cancellation, or other material or adverse change. G. COMPANY's insurers agree that COMPANY's breach of any warranty set forth in its policy of insurance will not invalidate the insurance as to CONTINENTAL. Upon execution of this Agreement, and upon any reasonable request by CONTINENTAL, COMPANY shall forthwith supply CONTINENTAL with certificates of insurance as evidence of the insurance coverage and endorsements required herein. COMPANY agrees that the terms of these insurance requirements may be revised, and the minimum coverages may be increased upon the written demand of CONTINENTAL, which demand shall be based on reasonable and justifiable grounds. 31. SURVIVAL OF TERMS Termination of this Agreement or any part thereof by notice, expiration of term or otherwise, shall not relieve COMPANY of any liabilities or obligations accrued on or prior to the date of termination, and the indemnities and insurance provisions contained or referred to herein shall remain in effect and shall survive the expiration or other termination of this Agreement. 32. TERMINATION Without limiting any rights of CONTINENTAL to terminate this Agreement as may be afforded by operation of law, this Agreement shall also be terminated at the option of CONTINENTAL, as follows: A. Immediately upon the termination or expiration of the BASE LEASE or any portion thereof relating to the PREMISES, or upon expiration or termination of CONTINENTAL's right to grant to COMPANY the right to occupy and use the PREMISES as contemplated herein, in which event COMPANY shall have no claim for the unexpired term hereof. B. Immediately and without notice to COMPANY in the event that COMPANY files a voluntary petition in bankruptcy or that proceedings in bankruptcy shall be instituted against COMPANY and not dismissed within * days, or that a court shall take jurisdiction of COMPANY or its assets pursuant to proceedings brought under the provisions of any federal reorganization act, or that a receiver of COMPANY's assets shall be appointed and such taking or appointment shall not be stayed or vacated within a period of * days. C. Immediately upon written notice to COMPANY, if COMPANY fails to pay any installment of rent or additional rent within * days after such amount is due. D. Immediately upon written notice to COMPANY, if COMPANY fails to perform, keep, and observe any of the covenants, terms and conditions which COMPANY is obligated herein to perform, keep and observe, except that termination shall be stayed as long as COMPANY cannot reasonably cure such default immediately, and as long as COMPANY is diligently proceeding to cure such default (but in no event shall termination be stayed for more than * days). E. Immediately by either party upon the acquisition or condemnation of the PREMISES by eminent domain, in which event COMPANY shall have no claim (i) for the unexpired term hereof, or (ii) any part of the award made for the PREMISES, but may claim any award for its personal property. In the event this Agreement is terminated in accordance with the foregoing prior to the expiration of the term hereof, or during any extension thereof, CONTINENTAL may relet the PREMISES for any term and under any conditions it may deem satisfactory, which shall not affect or impair CONTINENTAL's right to recover any damages occasioned by any default by COMPANY. CONTINENTAL shall be afforded all rights under applicable law to recover damages suffered by CONTINENTAL after a default hereunder by COMPANY, it being agreed that the right to terminate this Agreement shall be cumulative of all other remedies available to CONTINENTAL at law or in equity. 33. NON-DISCRIMINATION AND EQUAL OPPORTUNITY COMPANY, for itself, its successors in interest and assigns, as a part of the consideration hereof, as a covenant running with the land, covenants and agrees that it shall not discriminate by segregation or otherwise against any person because of race, color or national origin, in providing or refusing to provide to any person the use of the PREMISES, or any services, privileges, accommodations, or activities provided by COMPANY, and to be bound by and to perform in accordance with all applicable provisions and requirements of all federal, state and local laws, executive orders and regulations issued pursuant thereto, including without limitation, and to the extent applicable to this Agreement, the provisions contained within: A. The Fair Labor Standards Act; B. The Equal Opportunity clause set forth in 41 CFR Parts 60-1 et seq., pursuant to the requirements of Section 202 of Executive Order 11246, as amended, and the implementing regulations of the Office of Federal Contract Compliance Programs; C. Contractual requirements of the Rehabilitation Act of 1973 as set forth in 41 CFR Sec 60-741.4; and of the Vietnam Era Veterans Readjustment Act of 1974 as set forth in 41 CFR Sec. 60-250.4; D. The requirements of the Occupational Safety and Health Act and regulations issued thereunder; and E. Titles I, II, III, IV, and V of the Americans with Disabilities Act of 1990; as the foregoing may be amended or replaced, which provisions are incorporated herein by reference as if set forth in full. By execution of this Agreement each party represents and warrants compliance with the aforementioned regulations and will furnish proof thereof demand. F. COMPANY further covenants and agrees to: 1) Indemnify and defend Continental from and against any and all claims, liabilities, losses and judgments arising out of COMPANY's failure to comply with these provisions; and 2) Include and require inclusion of these provisions in all agreements regarding the PREMISES, including, without limitation, those of its contractors, subcontractors, successors and assigns. 34. NON-DISCRIMINATION BREACH In the event of any breach of any of the above non-discrimination covenants, CONTINENTAL shall have the right, without limiting any other right available to CONTINENTAL hereunder or under applicable law, to terminate this Agreement and to reenter and repossess the PREMISES, and hold the same as if this Agreement had never been made or issued. This provision shall not be effective until the procedures of Title 49, CFR Part 21 are followed and completed, including exercise or expiration of appeal rights. 35. SEVERABILITY If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be declared invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect or impair the remainder of this Agreement or its application to any other person or circumstance, and this Agreement shall not be affected or impaired under any circumstance or in any jurisdiction where such provision remains valid. 36. COLORADO LAW THIS AGREEMENT SHALL BE CONSTRUED AND PERFORMANCE THEREOF SHALL BE DETERMINED ACCORDING TO THE LAWS OF THE STATE OF COLORADO. 37. TIME IS OF THE ESSENCE The parties expressly agree that time is the essence of this Agreement and of every provision hereof. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall, without prejudice of any other rights or remedies, relieve the other party of any obligation to accept such performance. 38. QUIET ENJOYMENT CONTINENTAL agrees that upon payment of the rents and other payments due, and performance of the covenants and agreements on the part of COMPANY to be performed hereunder, COMPANY shall peaceably have and enjoy the PREMISES, subject to an event of Force Majeure and to the terms and conditions herein. 39. LIENS COMPANY shall not allow any condition to exist or situation to develop whereby any party would be entitled, as a matter of law, to a lien against the PREMISES, and agrees to indemnify, release, defend and hold CONTINENTAL and OWNER harmless from and against any and all costs, expenses and claims arising therefrom. 40. WAIVER No waiver by either party at any time of any of the terms, conditions, covenants or agreements herein or of any forfeiture, including any delay, failure or omission of CONTINENTAL to reenter the PREMISES, shall be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof. No notice shall be required to restore or revive any right, power, privilege, option or remedy after waiver, and no right, power, privilege, option or remedy shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. Each and all of the rights, powers, privileges, options and remedies given to either party by this Agreement shall be cumulative, and no one of them shall be exclusive of the other or exclusive of any remedies provided by law. 41. ASSIGNMENT This Agreement and the rights and obligations created hereunder may not be assigned or delegated by COMPANY without the prior written consent of CONTINENTAL and OWNER (if OWNER'S consent is required under the BASE LEASE); but, subject to the foregoing, this Agreement and the rights and obligations of the parties hereby created, shall be binding upon and inure to the benefit of the parties hereto, their respective successors, assigns and legal representatives. CONTINENTAL reserves the right to assign or transfer its interest hereunder without notice. 42. CAPTIONS The captions of the articles and sections of this Agreement are inserted for convenience only, and are not intended and shall not be construed to affect in any manner the terms and conditions hereof, or the interpretation or construction thereof. 43. APPROVAL BY OWNER The parties hereto agree that this Agreement is subject to the consent and approval of OWNER. If written consent thereto is denied, either party may, at its option, but without limiting any rights that may exist for any breach of this Agreement prior to such option (which rights shall continue), rescind its signature and this Agreement shall thereafter become null and void, and the parties shall become discharged from all liabilities hereunder attributable to the period of time after such rescission. 44. ENTIRE AGREEMENT This Agreement, including any exhibits and inclusions by reference, contains the entire understanding between the parties hereto pertaining to the Premises, and supersedes and revokes all previous leases, agreements, negotiations, arrangements, letters of intent, offers, proposals, representations, and information conveyed, whether oral or in writing, between the parties hereto to the extent pertaining to the Premises or their respective representatives or any person purporting to represent either. COMPANY acknowledges that it has not been induced to enter into this Agreement by any representation or construction of this Agreement, and agrees that CONTINENTAL shall have no liability for any consequences arising as a result of such representation. No amendment, change or addition to this Agreement shall be binding upon either party hereto unless in writing and signed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the effective date hereof. CONTINENTAL AIRLINES, INC. Frontier airlines, INC BY: ______________________ BY: ______________________ TITLE: ___________________ TITLE: ___________________ DATE: ___________________ DATE: ___________________ CITY AND COUNTY OF DENVER BY: ______________________ TITLE: ___________________ DATE: ___________________ EXHIBIT A PREMISES (Area Map to be included with AGREEMENT) Area Sq. Ft. Room No. 132 * Room No. 130 * Room No. 129 * Room No. 120 * Caged Storage Area * Room 116 * Hangar Bay * Stores Hall * ------ *