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CONCESSION AGREEMENT FOR RENTAL CAR CONCESSION AT LOUISVILLE

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									        CONCESSION AGREEMENT

                  FOR

        RENTAL CAR CONCESSION

                  AT

   LOUISVILLE INTERNATIONAL AIRPORT




LOUISVILLE REGIONAL AIRPORT AUTHORITY

                  AND

VANGUARD CAR RENTAL USA INC. D/B/A ALAMO
                                                       TABLE OF CONTENTS


                                                                                                                              Page
SECTION 1. PREMISES................................................................................................................ 1

SECTION 2. PERMITTED USES AND PRIVILEGES ................................................................ 2

SECTION 3. TERM........................................................................................................................ 3

SECTION 4. CONCESSION FEES ............................................................................................... 4

SECTION 5. PERFORMANCE BOND ......................................................................................... 9

SECTION 6. MAINTENANCE AND SUBMISSION OF RECORDS AND REPORTS ........... 10

SECTION 7. MINIMUM STANDARDS..................................................................................... 13

SECTION 8. INSTALLATION OF IMPROVEMENTS AND TENANT FINISHES ................ 16

SECTION 9. MAINTENANCE AND REPAIR .......................................................................... 18

SECTION 10. UTILITIES ............................................................................................................ 21

SECTION 11. QTA MANAGEMENT AND OPERATION ....................................................... 21

SECTION 12. ALLOCATION OF QTA SPACES ...................................................................... 22

SECTION 13. OWNERSHIP OF QTA ........................................................................................ 23

SECTION 14. ENVIRONMENTAL RESPONSIBILITIES ........................................................ 23

SECTION 15. TAXES .................................................................................................................. 24

SECTION 16. LAWS AND REGULATIONS ............................................................................. 24

SECTION 17. INDEMNIFICATION ........................................................................................... 25

SECTION 18. INSURANCE ........................................................................................................ 25

SECTION 19. AUTHORITY NOT LIABLE FOR DAMAGE.................................................... 26

SECTION 20. INDEPENDENT CONTRACTOR ....................................................................... 26

SECTION 21. ASSIGNMENT, TRANSFER OR SUBLEASE ................................................... 26

SECTION 22. NONDISCRIMINATION AND DISADVANTAGED BUSINESS ENTERPRISE
....................................................................................................................................................... 27



                                                                            i
                                                TABLE OF CONTENTS
                                                     (continued)

                                                                  Page
SECTION 23. AIRPORT CONCESSION DISADVANTAGE BUSINESS ENTERPRISES .... 29

SECTION 24. PENDING CONSTRUCTION AND NON DEFAULT TERMINATION .......... 29

SECTION 25. TERMINATION BY CONCESSIONAIRE ......................................................... 30

SECTION 26. TERMINATION BY AUTHORITY .................................................................... 30

SECTION 27. OBLIGATIONS IN EVENT OF DEFAULT ....................................................... 31

SECTION 28. GOVERNMENTAL AND BOND RESOLUTIONS ........................................... 32

SECTION 29. NOTICES .............................................................................................................. 32

SECTION 30. WAIVER AND SEPARABILITY OF TERMS ................................................... 33

SECTION 31. HEADINGS .......................................................................................................... 33

SECTION 32. NO BROKERS INVOLVED ................................................................................ 33

SECTION 33. INCORPORATION OF DOCUMENTS; ENTIRE AGREEMENT .................... 34

SECTION 34. GOVERNING LAW; TIME ................................................................................. 34




                                                                 ii
                                CONCESSION AGREEMENT


       THIS AGREEMENT, made and entered into this ______ day of _____________, 2005 by
and between the Louisville Regional Airport Authority ("Authority") and Vanguard Car Rental
USA Inc. d/b/a Alamo, a Delaware corporation ("Concessionaire"),

                                        WITNESSETH;

       For and in consideration of the covenants and agreements hereinafter contained and other
valuable consideration, the parties agree for themselves, their successors and assigns, as follows:

SECTION 1. PREMISES

1.1    Authority hereby leases to Concessionaire, and Concessionaire takes the following areas:

       A.      For its exclusive use, the counter space in the Landside Building, shown as location
               #4 on Exhibit B attached hereto, comprising of 253 square feet, more or less, in
               which Concessionaire shall equip, install and maintain an office area and one
               counter;

       B.      For its exclusive use, that portion of the QTA building, shown as location #4 on
               Exhibit C-1, comprising of 133 square feet, more or less (the “QTA Exclusive
               Space”);

       C.      For is exclusive use, the QTA Parking Spaces, shown on Exhibit C-2, as allocated
               by Authority from time to time in accordance with Section 12 hereof, which at all
               times shall be at least 25 spaces (the “QTA Parking Spaces”);

       D.      For is exclusive use, the kiosk location, shown as location #6 on Exhibit C-3 (the
               “Kiosk Space”); and

       E.      For its use in common with other rental car companies, other than Concessionaire,
               that have agreements with the Authority (“Rental Car Companies”) those facilities,
               areas and appurtenances which constitute QTA Common Facilities (the “QTA
               Common Facilities”).

1.2    The type and design of the office area and counter insert to be constructed and installed by
       Concessionaire shall be approved in advance by Authority as specified elsewhere herein.
       The improvements provided by Authority and those to be provided by Concessionaire are
       specified in Section 8 of this Agreement. The equipment installed by Concessionaire shall
       remain the personal property of Concessionaire and may be removed by Concessionaire
       upon termination of the Concession Agreement. Any and all space of which Concessionaire
       is granted exclusive use and common use under this Agreement as designated on Exhibits B,
       C-1, C-2 and C-3 is, for the duration of such exclusive use and common use hereunder,
       defined as the "Premises".



                                                1
1.3   Authority, its officers, agents and employees, shall have the right to enter the Premises at all
      reasonable times and for all reasonable purposes.

1.4   The Authority shall, at any time during the term of this Agreement, have the right, if it
      determines in its sole judgement to terminate the Concession Agreement with respect to the
      QTA space to address the parking requirements for Louisville International Airport (the
      “Airport”) or otherwise, upon at least 12 months advance notice to the Concessionaire of
      such event.

1.5   Concessionaire shall not conduct, nor permit any employee to conduct, any business or
      commercial operation from the Premises or upon the property of Authority not herein or
      otherwise authorized by Authority.

SECTION 2. PERMITTED USES AND PRIVILEGES

2.1   Concessionaire is hereby granted the non-exclusive right and privilege to operate a
      passenger vehicle rental concession at and from the Premises at the Airport.

2.2   Concessionaire, during the term of this Agreement, shall operate and maintain all signage
      under the brand name or trade name of Alamo. Concessionaire shall be prohibited from
      operating at the Airport under any brand name or trade name other than stated herein. No
      other brand name or trade name shall be used or displayed by Concessionaire at the Airport
      or upon the Premises during the term of this Agreement.

2.3   Concessionaire shall have the right to joint use, in common with others, of the driveways in
      the Terminal Area of the Airport for the conduct, operation and maintenance of the
      Concession.

2.4   Concessionaire, so long as permitted by law, shall be permitted to sell used automobiles,
      subject to the limitations of Paragraph 4.3 G., in order to maintain the modern fleet
      standards required by this Agreement.

2.5   Concessionaire shall further have the right to offer personal accident insurance to its rental
      car customers; such insurance being that which provides the customer with 24 hour
      insurance protection in the event of accidental death or bodily injury during the duration of a
      rental period and that which provides the passengers of a customer with insurance protection
      in the event of accidental death or bodily injury while such passengers are entering,
      occupying or leaving the rental vehicle during the duration of the rental period.

2.6   Concessionaire shall have the right to offer personal effects insurance to its rental car
      customers; such insurance being that which provides the customer with protection if any of
      the customer's personal items placed in the rental vehicle are damaged, destroyed or stolen
      from the rental vehicle during the duration of the rental period.




                                                 2
2.7    Concessionaire shall have the right to offer cellular phones and other electronic services to
       its rental car customers for the duration of the rental period.

2.8    Concessionaire shall have the right to offer infant/child safety restraint seats to its rental car
       customers for the duration of the rental period.

2.9    Authority agrees to do all that it lawfully is able to do to prevent persons, firms, or
       corporations engaged in the rental car business who do not hold permits, licenses, leases or
       concession agreements with Authority from soliciting such business at the Airport, provided
       that any off-airport rental car firm or agency shall have the right to pick-up or deliver any
       customer at the Airport if such firm or agency shall have prior arrangements with such
       customer.

2.10   Employees of Concessionaire shall have the right to park their private vehicles in such
       area(s) of the Airport as Authority may designate for airport employee parking, for so long
       as Authority makes such area(s) available for other Airport employees, under the same
       conditions and provisions and at the same charge as other non-Authority employees are
       permitted to park. Employees of Concessionaire shall not park their private vehicles in the
       QTA; and, if found in violation, the private vehicle will be subject to towing. Authority is
       not hereby obligated to make such employee parking area(s) available.

SECTION 3. TERM

3.1    This Agreement shall be binding upon execution by both parties for a term of five years
       commencing September 1, 2005 (the "Effective Date") and ending August 31, 2010.

3.2    After the execution of this Agreement and receipt by Authority of all required bonds and
       insurance policies, Authority shall make available to Concessionaire, and Concessionaire
       shall have the right to enter on the Premises for the purpose of constructing, and otherwise
       installing, the Initial Improvements pursuant to Section 8 hereof.

3.3    Upon the expiration or other termination of this Agreement, Concessionaire's right to use the
       Premises, facilities, rights, licenses, services and privileges herein granted shall cease, and
       Concessionaire shall forthwith upon such expiration or termination surrender the same. The
       continued occupancy and use of the Premises by Concessionaire after the expiration of the
       five year term of this Agreement shall not result in the automatic renewal of this Agreement
       under KRS 383.160(1) or any similar statute then in effect, or otherwise, nor shall
       Authority's failure to object to or resist such continued occupancy operate to extend the term
       of this Agreement unless specifically agreed to in writing. For the purpose of payment of
       rents and fees, any such holding over by Concessionaire shall be construed as a month-to-
       month tenancy at the rents and fees provided in Section 4 hereof in effect at the expiration or
       other termination of this Agreement.




                                                   3
SECTION 4. CONCESSION FEES

4.1   Commencing on the Effective Date herein and continuing for the term hereof,
      Concessionaire agrees to pay Authority for the use of the Premises and for the rights and
      privileges herein granted by Authority, a Concession Fee in an amount equal to:

      A.     A business privilege fee, for the use of Authority provided driveways, terminal curb
             areas, other Airport facilities, other than the Premises leased to Concessionaire, and
             for the business opportunity afforded by the Airport, which is the greater of:

             1.     Ten percent (10%) of monthly gross receipts for each year of the term of the
                    Concession Agreement.
                                           -or-

             2.     A monthly minimum guarantee of:

                    First Year      $21,000.00 per month
                    Second Year     $21,100.00 per month
                    Third Year      $21,200.00 per month
                    Fourth Year     $21,300.00 per month
                    Fifth Year      $21,400.00 per month

      B.     For exclusive use terminal rental counter space:

             1.     For the first year, $15,425.41, payable in 12 monthly installments of
                    $1,285.45 as a fixed charge for 253 square feet of exclusive use counter
                    space in the Landside Building, as designated in Exhibit B hereto, such fixed
                    charge being calculated on the basis of $60.97 per square foot per year, and

             2.     For the second year, $15,888.40, payable in 12 monthly installments of
                    $1,324.03 as a fixed charge for 253 square feet of exclusive use counter
                    space in the Landside Building, as designated in Exhibit B hereto, such fixed
                    charge being calculated on the basis of $62.80 per square foot per year, and

             3.     For the third year, $16,364.04, payable in 12 monthly installments of
                    $1,363.67 as a fixed charge for 253 square feet of exclusive use counter
                    space in the Landside Building, as designated in Exhibit B hereto, such fixed
                    charge being calculated on the basis of $64.68 per square foot per year, and

             4.     For the fourth year, $16,854.86, payable in 12 monthly installments of
                    $1,404.57 as a fixed charge for 253 square feet of exclusive use counter
                    space in the Landside Building, as designated in Exhibit B hereto, such fixed
                    charge being calculated on the basis of $66.62 per square foot per year, and




                                               4
     5.      For the fifth year, $17,360.86, payable in 12 monthly installments of
             $1,446.73 as a fixed charge for 253 square feet of exclusive use counter
             space in the Landside Building, as designated in Exhibit B hereto, such fixed
             charge being calculated on the basis of $68.62 per square foot per year.

             Provided; however, if the U.S. Department of Labor national Consumer
             Price Index (“CPI”) exceeds 3% growth in any year of the Agreement the
             terminal counter space rental rate will be increased for that year by the CPI.

C.   QTA Rent in the amount of $76.04 per space per month for each space allocated
     to Concessionaire pursuant to Section 12 hereof.

D.   Concessionaire shall pay the cost of maintenance and repair for the QTA as provided
     in Section 9 hereof.

E.   Concessionaire shall pay the cost of utilities used in QTA Common Facilities as
     provided in Section 10 hereof.

F.   (1) Customer Contract Fee. The Authority currently charges a fee of $5.00 per
     contract for each customer entering into rental contracts with Concessionaire (the
     "Customer Contract Fee"). The Authority hereby reserves the right to increase,
     decrease or eliminate the Customer Contract Fee or to change the Customer Contract
     Fee to a charge per day, or other method, rather than per contract in its sole
     discretion at any time, such increases or decreases or changes to be effective as
     provided by the Authority.

     (2) Collection and Remittance of Customer Contract Fees. Concessionaire shall
     collect the Customer Contract Fee from each customer. The Customer Contract Fee
     shall be identified on a separate line on all rental car customer contracts, after taxes,
     and shall be described as the "LIA Contract Fee." All Customer Contract Fees
     collected and/or held by the Concessionaire shall (i) be held in trust by the
     Concessionaire for the Authority's benefit, and (ii) be the Authority's property, and
     the Concessionaire acknowledges and agrees that it shall have only a possessory
     interest (not an equitable interest) in such Customer Contract Fees. Any such
     Customer Contract Fees collected by the Concessionaire shall be (i) in the amount
     established by the Authority from time to time for all rental car operators doing
     business at the Airport, and (ii) collected from all customers, including without
     limitation all customers receiving complimentary or discounted car rental under the
     Concessionaire's bona fide marketing plans. All Customer Contract Fees so
     collected shall be remitted to the Authority within fifteen days after the end of the
     calendar month during which such fees were collected.




                                        5
             (3) Accounting Records for Customer Contract Fee. The Concessionaire shall
             maintain records and controls that are sufficient to demonstrate the correctness of
             any such Customer Contract Fees collected by the Concessionaire and the amount of
             any Customer Contract Fees remitted to the Authority. The records shall be
             available for inspection and examination by the Authority or its duly authorized
             representatives at all times.

      G.     The Concessionaire shall be required to collect and state the 10% of gross receipts to
             be paid to the Authority pursuant to 4.1.A.1 hereof in all rental contracts for all
             rentals, services or fees paid by its customers. Such amount shall be identified as
             “Concession Rent” on each rental contract. The Concessionaire shall state in all
             rental contracts the Vehicle License Fee, Loss Damage Waiver Fee, Collision
             Damage Waiver Fee, or other pass through fees allowed herein. Any such amounts
             collected by Concessionaire shall be included in gross receipts, and the Concession
             Rent amounts collected shall be subject to a recoupment fee or concession fee
             recovery by the Concessionaire and such recoupment shall not make the Concession
             Rent to exceed 11.11%. No other pass-through fees or charges shall be allowed
             other than exceptions allowed herein. The Authority shall have the right to modify
             or delete this requirement herein upon 30 days’ written notice to each
             Concessionaire if it concludes, in its sole discretion, that its treatment herein of pass-
             through fees is not in the best interest of the Authority, is contrary to accepted
             industry practices, or in unlawful.

4.2   The minimum guarantee, the terminal counter space rental and the QTA Rent shall be paid
      monthly in advance on or before the first Calendar Day of each month. Within 20 days after
      the end of each calendar month, Concessionaire shall, in addition, pay to Authority such an
      amount which, when added to the monthly minimum guarantee previously paid Authority
      for that month, will make the total amount of the business privilege fee paid to Authority
      equal to not less than the percentage of Concessionaire's gross receipts stipulated in
      Paragraph 4.1A.1 for that preceding month. Other rents or payments are due as provided in
      the Sections referenced above. Payments not made on or before the due dates shall accrue
      interest, from the date due until paid, at the rate set forth in Authority's Regulations as may
      be amended from time to time.

4.3   The term "gross receipts" as used herein shall mean, for all purposes hereof, the aggregate of
      the entire amount of all revenues received and services performed for cash, on credit or
      otherwise, of every kind, name and nature arising out of or from Concessionaire's operations
      at or from the Airport, regardless of actual collection, including without limitation:

      A.     Amounts paid by customers of Concessionaire separately billed as additional
             charges for waiver by Concessionaire of its right to recover from customers for
             damage to the vehicle rented (commonly referred to as "CDW" or "LDW"),
             including unbundled CDW or LDW (unbundling commonly referred to as Rental
             Car Companies’ practices of having agreements with customers that stipulate an “all
             inclusive” rate that, in addition to time and mileage, may include loss damage




                                                 6
                waiver, collision damage waiver, liability insurance supplement, personal accident
                insurance, and personal effects coverage); and

          B.    Any charges separately billed to customers for prepaid fueling or as reimbursement
                for refueling an automobile which is rented pursuant to a rental agreement under
                which the customer is obligated to return the automobile with the same amount of
                gasoline as furnished at the inception of the rental (commonly referred to as "fuel to
                fill"); and

          C.    The amount of any corporate or volume discounts or rebates.

          D.    Any charges separately billed to customers of Concessionaire for Vehicle License
                Fee (“VLF”) including all items included in the VLF line item except federal, state
                or municipal sales taxes or other similar taxes such as property taxes.
except:

          E.    The amount of any federal, state or municipal sales taxes or other similar taxes
                separately stated and collected from customers of Concessionaire now or hereinafter
                levied or imposed;

          F.    Any sums received by Concessionaire as compensation for damage to
                automobiles or other property of Concessionaire, or for loss, conversion, or
                abandonment of such automobiles;

          G..   Proceeds from the sale of vehicles under Paragraph 4.3 hereof; provided,
                however, that Concessionaire shall not, under this exemption, be permitted to
                annually sell more vehicles than: (1) the number of vehicles purchased each
                model year for use in the business activity authorized by this Agreement; or (2)
                the number of vehicles which were permanently assigned to Concessionaire's
                Airport operation; or (3) the number of vehicles in the average daily fleet of
                Concessionaire's Airport operation, whichever number of vehicles is greater,
                whether such sale shall be at wholesale, retail, barter or exchange. No later than
                the commencement date hereof, Concessionaire shall report to Authority the total
                number of vehicles in its rental fleet for this Concession as of the commencement
                date. Monthly thereafter, Concessionaire shall report to Authority the number of
                vehicles purchased, or permanently assigned, for use in its Concession rental fleet
                and the number of vehicles sold during that month and the cumulative total of
                purchases/assignments and sales for the then current agreement year. If, at the
                end of the then current year of this Agreement, the twelve month total of sales
                exceeds that number of vehicles which were purchased, or is in excess of that
                number of vehicles which were permanently assigned for use hereunder, or is in
                excess of the number of vehicles in the average daily fleet of Concessionaire's
                Airport operation, whichever number of vehicles is greater, then, in such event,
                Concessionaire shall report the total receipts from the sale of such excess vehicles
                and pay Authority 10% thereof, such amount to be in addition to any other sums
                due Authority under this Agreement; and



                                                  7
      H.      Customer Contract Fee.

      I.      Any discounts separately stated on the rental agreement which are granted at the
              time the rental transaction commences, and are recorded and reported in
              separately documented accounts from non-excludable discounts. Company
              forfeits exclusion of all discounts in the event otherwise allowable discounts are
              commingled with any non-excludable amounts. No exclusion shall be allowed for
              any amount retained by a third party as a financing discount which may apply by
              reason of Company’s acceptance of credit cards or other credit arrangements. No
              exclusion shall be allowed for the portion of retroactive rebates, dividends or
              refunds to any customer upon attainment of a specified volume of rentals
              attributable to revenue or as part of any other marketing plan which does not list
              the discount on the rental agreement at the commencement of the rental
              transaction.

4.4   No demand of payment need at any time be made, but it shall be the duty of Concessionaire
      to pay monies when due, without demand. Failure to pay the amounts due or comply with
      any other Concessionaire's financial obligations to Authority under this Agreement within
      15 days of the due date set forth herein, will entitle Authority to terminate or suspend this
      Agreement upon giving Concessionaire 10 days advance notice of its intention to do so, and
      for no other cause than nonpayment. If payment is not made on or before the 10th day after
      delivery of such notice, Authority, in addition to all other rights and remedies it may have,
      may terminate the Concession Agreement and reenter and take possession of any Premises
      on the Airport of which Concessionaire has exclusive use.

4.5   Except for its fleet of rental vehicles, Concessionaire hereby waives the right to claim that
      any of its property located on the Airport is exempt from execution or attachment, or exempt
      by any law from the payment of debt; and, except for its fleet of rental vehicles, all such
      property shall be subject to and responsible for the payment of the money agreed to be paid
      by Concessionaire under this Agreement, and for the discharge of any liability created
      hereby, for which a lien on such property is hereby granted to Authority.

4.6   Concessionaire hereby agrees that it will not, after receipt of the notice pursuant to
      Paragraph 4.4, remove any of its property from the Premises until the default has been
      cured. Concessionaire hereby grants to Authority, at any time after 10 days following the
      receipt of such notice, the right to take possession of all property of Concessionaire located
      at the Airport, to remove the same to a storage place selected by Authority and to retain such
      property in storage either at such place or its original site on the Airport, until the default is
      cured and a reasonable charge for removal and storage is paid to Authority. This right shall
      be in addition to, and not in substitution for, any other rights of Authority. It is further
      agreed that Authority shall not be liable for any damage to such property incurred as a result
      of its removal or storage, unless such damage is caused by negligence on the part of
      Authority, or for any loss of business or indirect injury to Concessionaire or its business
      resulting from or attributable to such removal or storage.




                                                  8
4.7   If at any time, Concessionaire and other Rental Car Companies using the QTA do not
      account for at least 50% of the gross receipts of rental car companies doing business at the
      Airport, whether under a Concession Agreement or not, then Concessionaire and Authority
      may re-negotiate the rentals payable with respect to the QTA.

4.8   Concessionaire shall not modify its accounting methods or rename or redefine services or
      products, which under the terms of this Agreement would be subject to gross receipts.
      Except as provided in Paragraph 4.3 A through I, all other fees or charges collected shall be
      considered gross receipts and shall not be withheld from the percentage calculation. Unless
      revenues from Concessionaire is expressly and particularly excluded from gross receipts
      under this Agreement, such revenues shall be included in gross receipts. Revenues that may
      be derived from sources similar but not identical to those described herein shall be included
      in gross receipts unless expressly excluded by this Agreement.

4.9   All reports and submissions to the Authority as required in Section 4 hereof shall also be
      subject to reporting requirements pursuant to Section 6 herein.

SECTION 5. PERFORMANCE BOND

5.1   Concessionaire shall, before commencement of operation of the Concession granted by this
      Agreement furnish Authority a Performance Bond in the amount equal to 50% of the
      highest annualized minimum monthly guarantee to be paid to Authority by Concessionaire
      under this Agreement, which shall be $128,400.00. The term of such Performance Bond
      shall be for five years, in accordance with the term of this Agreement. The Performance
      Bond shall be given by Concessionaire, at Concessionaire's sole expense, to assure and
      guarantee the performance by Concessionaire of all its obligations, including the payment of
      Concession Fees and any other payments due to the Authority, under this Agreement, and
      shall not be canceled on less than 30 days notice to Authority. The Surety or Sureties, for
      the required Performance Bond shall be a Corporate Surety or Sureties duly authorized to do
      business in the Commonwealth of Kentucky and shall be subject to approval by Authority.
      Concessionaire may, at its option, substitute an Irrevocable Bank Letter of Credit drawable
      in Jefferson County, Kentucky, payable without condition to Authority, in lieu of a
      Performance Bond underwritten by other corporation Surety, in a form acceptable to
      Authority. The term of such Letter of Credit shall be for five years, in accordance with the
      term of this Agreement. It shall not be necessary for Authority to terminate this Agreement,
      or to pursue any other remedy available to it, in order to look to such security for
      performance. Failure to maintain such security in effect shall constitute a default hereunder,
      and shall justify Authority asserting any right, or taking any action, permitted elsewhere in
      this Agreement, or by law, for its protection or for enforcement of the obligations of
      Concessionaire. The rights of Authority under this paragraph shall be in addition to, and not
      in substitution for, any other rights of Authority.




                                                9
SECTION 6. MAINTENANCE AND SUBMISSION OF RECORDS AND REPORTS

6.1   Books and Records.

      A.    Concessionaire shall keep and maintain full and complete books of accounts and
            other records concerning operations at the Airport. All records required under this
            Section 6.1 shall be on a form or format acceptable to Authority; and, if
            Concessionaire’s records have been generated from computerized data,
            Concessionaire shall provide the extracts of data files in a computer readable format
            on data disks, e-mail with attached files or suitable alternative computer data
            exchange formats. All rental agreement forms used by the Concessionaire in its
            operations at the Airport shall be sequentially numbered in a numbering series
            exclusively for the Airport. Accounting records of Concessionaire shall be stored
            sequentially, or in such other manner approved by the Authority, to provide
            expeditious access for audit purposes herein. In the event the Concessionaire does
            not maintain exclusive sequential numbering for rental agreements commencing at
            the Airport, the Concessionaire agrees to provide copies of rental agreements from
            other rental locations included in the nonexclusive sequence to Authority or its
            auditors for the purposes of testing reporting completeness.

            1.     The books and records shall include, but is not limited to:

            (a) all original accounting source documents detailing transactions relevant to this
            Agreement, including but not limited to (i.) original rental contacts, (ii.)
            operating/financial statements, (iii.) a complete (cumulative) general ledger, (iv.)
            monthly sales journals detailing each rental transaction for the month, (v.)
            reconciliations between the financial records and monthly reports submitted to the
            Authority, (vi.) bank statements applicable to the operation of this Concession at
            the Airport, (vii.) corporate trial balances, (viii.) corporate contracts with
            corporate customers, (ix.) annual audited financial statements and related reports
            on internal controls (including management representation letters), (x.) electronic
            media documenting accounting records, and (xi.) other sales related documents;
            and (b) all exclusions from gross receipts claimed by Concessionaire. For
            exclusions or adjustments to gross receipts, the books or records shall include, but
            are not limited to: (i.) all agreements between Concessionaire and corporate or
            volume customers establishing the customers' contractual rights to rebates; (ii.)
            lists of all individual rental transactions with all corporate or volume customers;
            (iii.) all individual rental agreements with all corporate or volume customers; and
            (iv.) any documentation or records supporting additional reductions to gross
            receipts.

      B.    Concessionaire shall provide and maintain, by generally accepted accounting
            principles, accurate records of its gross receipts derived under this Agreement for a
            period of three years from the date the record is made. Concessionaire agrees that
            said records will be kept on the Premises during the term hereof or made readily
            available at the Authority’s general offices. After the expiration or other termination



                                              10
     of this Agreement said records shall be kept at Concessionaire's principal office and
     shall remain accessible to Authority as provided herein. Authority shall have the
     right at all reasonable times to inspect the books, records and receipts of
     Concessionaire, or may so designate a duly authorized representative to make a
     review or investigation of the daily, weekly or monthly gross receipts accruing from
     said business; and Concessionaire shall freely lend its own assistance in such
     inspections, examinations and audits and provide the name and telephone number of
     Concessionaire’s accounting manager or the like who has thorough knowledge of
     the accounting system as it pertains to this Agreement, if requested.

C.   Authority reserves the right to audit Concessionaire's books, including, but not
     limited to, the general ledger, records of receipts, and rental car contracts, at any
     reasonable time, for the purpose of verifying the gross receipts reported by
     Concessionaire hereunder. Concessionaire agrees to retain all such records, which
     shall be readily available to Authority for the purpose stated herein; provided,
     however, that individual rental contracts may be disposed of by Concessionaire 90
     days after the end of each contract year upon 60 days prior written notice by
     Concessionaire to Authority. If, as a result of such audit, it is established that
     Concessionaire has understated the gross receipts received by it from all operations
     on the Premises by three percent or more, the entire expense of said audit shall be
     borne by Concessionaire. Any additional percentage fees due shall forthwith be paid
     by Concessionaire to Authority with interest thereon, at the rate set forth in
     Authority's Regulations as amended from time to time, from the date such additional
     percentage fee originally became due.

D.   In addition to the audit(s) provided for in Paragraph 6.1.C above, Authority is hereby
     granted the right to conduct an audit(s) of the books and records (whether in paper,
     electronic or other form), including the general ledger and all vehicle rental
     contracts, of any of Concessionaire's vehicle rental facilities located in Jefferson
     County, Kentucky for the purpose of determining what, if any, of the vehicle rentals
     were made to airport passengers and which have been diverted from the Concession
     and which would, or should, have otherwise been reported as gross receipts
     hereunder. Concessionaire hereby agrees to freely lend its assistance and support to
     Authority in the conduct of any audit(s) hereunder, including the conduct of
     customer origin/destination surveys as Authority deems appropriate. If, as a result
     of such audit(s), it is established that Concessionaire diverted any vehicle rentals
     from the Airport, Concessionaire shall report all such sums to Authority as gross
     receipts in the month in which such diversion occurred. Any additional percentage
     fees due shall forthwith be paid by Concessionaire to Authority with interest
     thereon, at the rate set forth in Authority's Regulations, from the date such additional
     percentage fees originally became due. If, as a result of any such audit, Authority
     determines that Concessionaire engaged in a willful diversion of vehicle rentals from
     the Airport, Concessionaire shall, in addition to the Concession Fee, and interest
     thereon, otherwise due, pay to Authority as liquidated damages and not as a penalty
     an amount equal to 25% of the total amount of all sums that would, or should, have
     otherwise been reported as gross receipts hereunder. If willful diversion is



                                       11
             determined, the entire expense of said audit(s) shall be borne by Concessionaire. If,
             based on two or more separate audits, covering two separate time frames, conducted
             pursuant to this Paragraph 6.1.D, Authority determines that Concessionaire has a
             systematic pattern of willful diversion of Airport vehicle rentals, Authority may, in
             its sole discretion and without further obligation to Concessionaire, upon seven days
             notice of its intent to do so, forthwith terminate this Agreement. In the event of such
             termination, Concessionaire shall remain liable for all sums due Authority herein
             and elsewhere hereunder. As used herein, "willful diversion" shall mean five or
             more vehicle rentals diverted from the Airport in any one calendar month; and
             "systematic pattern" shall mean willful diversion occurring in two or more calendar
             months.

6.2   Reports.

      A.     Concessionaire shall submit to Authority by the 20th day of each month, a verified
             statement of gross receipts of the Concession in a form as shown on Exhibit D, as
             well as all other required reports, for the preceding month.

      B.     Concessionaire shall provide Authority with a monthly accounting of all
             transactions written at the Airport, such information to be reported at the time
             monthly gross receipts are reported in a form as shown on Exhibit E. To the
             extent permitted by law, Authority agrees that it will treat such data as
             confidential and will not disclose the transaction of Concessionaire, without
             Concessionaire's expressed approval, except that the total number of all
             transactions of all rental car Concessionaires and combined total gross receipts
             may be distributed with approval of Concessionaire.

      C.     The statement of gross receipts as shown, reported and submitted to the Authority on
             Exhibit D and the monthly accounting of all transactions as shown, reported and
             submitted on Exhibit E shall agree in total.

      D.     Concessionaire shall provide Authority, at Concessionaire's sole cost and expense,
             within 90 days after the end of each year of operation, a certified audited
             statement of gross receipts for the preceding twelve-month period covering all
             business transacted by Concessionaire at the Airport. The statement shall be
             certified by an independent Certified Public Accountant and shall be prepared in
             such detail and on such forms acceptable to Authority, at its sole discretion.

      E.     All reports required under this Section 6.2 shall be on a form or format acceptable to
             Authority; and, if Concessionaire’s reports have been generated from computerized
             data, Concessionaire shall provide the extracts of data files in a computer readable
             format on data disks, e-mail with attached files or suitable alternative computer data
             exchange formats.




                                               12
6.3   Concessionaire shall pay Authority, in addition to Concession Fees or other financial
      obligations to the Authority not as a penalty but as liquidated damages, $5.00 every
      Calendar Day for each record Company is late in submitting to the Authority as required in
      Section 6.1 hereof. Said charge will continue until specific performance is accomplished
      and shall not be offset against any other amount due Authority.

SECTION 7. MINIMUM STANDARDS

7.1   The following standards of service are the minimum levels acceptable to Authority for
      operation of the Rental Car Concession. In operation of the Concession, Concessionaire
      shall meet or exceed every such standard of service.

      A.     Concessionaire shall accept "major" or nationally recognized credit cards and may
             have and operate a national credit card system exclusive to Concessionaire.

      B.     Concessionaire shall operate and maintain a national reservations system conducted
             exclusively by Concessionaire, or in conjunction with a nationally franchised
             system, or a reservations system conducted by other than Concessionaire to which
             the general traveling public has reasonably convenient access.

      C.     Concessionaire shall, as a condition of performance hereunder, offer one-way rental
             service, "rent it here, leave it there", for the convenience of the traveling public.

      D.     Concessionaire shall provide bodily injury and property damage liability insurance
             coverage as required by Section 18 hereof.

      E.     Concessionaire shall at all times maintain, at its own expense, on or reasonably near
             the Airport an adequate number of automobiles to meet reasonable public demand
             therefor. Such automobiles shall at all times be maintained by Concessionaire, at its
             own cost and expense, in good operating order and free from known or reasonably
             discernible mechanical defects, and shall be kept in clean, neat and attractive
             condition, inside and out. Concessionaire agrees that it will at no time use
             automobiles whose year model is more than two years older than the current model
             year. For example, when the current model year is 2005, only 2005, 2004 and 2003
             models shall be used; when the current model year is 2006, only 2006, 2005 and
             2004 models shall be used. Not less than 50% of Concessionaire's fleet shall be
             equipped with factory or dealer-installed air conditioning. Authority reserves the
             right to disapprove of any automobile supplied by Concessionaire that does not meet
             or exceed the standards contained herein for public use at the Airport. Notice of
             such disapproval shall be submitted to Concessionaire by Authority in writing with
             the reasons therefor and Concessionaire shall take immediate action to withdraw
             such unsatisfactory automobiles from service at the Airport.




                                              13
F.   Concessionaire shall furnish service on a fair, reasonable and nondiscriminatory
     basis to all users of the Airport. Concessionaire shall furnish good, prompt, clean,
     courteous and efficient service adequate to meet all reasonable demands for its
     services at the Airport. It shall maintain and operate the Concession in a first-class
     manner and shall keep its Premises in a safe, clean, orderly and inviting condition at
     all times, satisfactory to Authority.

G.   Concessionaire's rental counters shall be kept open so as to provide maximum
     availability of service and adequate rental opportunity to the public during such
     hours as may be established or reestablished from time to time by Authority, such
     period initially to be not less than 17 hours a day, from the hours of 6:00 a.m. to
     11:00 p.m., seven days a week; provided, however, Concessionaire will remain open
     to meet any reservations arriving outside of such initial time frame. The hours
     during which the business conducted by Concessionaire hereunder shall remain open
     as hereinabove provided may, at the sole discretion, or with the approval, of
     Authority, be changed if the requirements of the air travelers and the public for such
     service changes, and such change is consistent with the flight schedules of the
     airlines serving the Airport and Authority deems the change to be in the best interest
     of the public.

H.   Concessionaire shall not misrepresent to the public its prices or the terms and
     provisions of its rental agreements or those of its competitors. Concessionaire shall
     fully inform each customer, prior to the execution of such customer’s rental
     agreement, of all fees and charges applicable to such customer’s rental. If the
     Authority determines, after notice and opportunity for Concessionaire to comment
     that any of Concessionaire’s business practices are unreasonable, deceptive, or
     unconscionable, Concessionaire shall immediately cease such practices upon receipt
     of a written notice to do so from the Authority. The Authority will give advance
     notice to Concessionaire that the Authority considers a certain practice to be
     unreasonable, deceptive, or unconscionable and Concessionaire shall have an
     opportunity to respond to the allegation.

I.   Concessionaire may install, as a facility on the demised Premises, or at such other
     places as the parties may agree upon, a direct line telephone to the nearest office of
     Concessionaire for the purpose of supplying automobile rental service to Airport
     patrons during periods when other automobile rental facilities of Concessionaire are
     closed.

J.   Concessionaire shall select and appoint a full time manager of its operations herein
     authorized. Such manager shall be highly qualified and experienced, and vested
     with full power and authority to act in the name of Concessionaire in respect to the
     method, manner and conduct of the operation of the rental car facilities to be
     performed under this Agreement. Such manager or supervisor shall be assigned to a
     duty station at Airport where he or she shall be available during regular business
     hours, and at all times during the Manager's absence a duly authorized subordinate
     shall be in charge and available at such duty station.



                                      14
K.   Concessionaire shall provide, at Concessionaire's sole expense, a sufficient number
     of employees to effectively and efficiently operate the Concession at the Airport.
     Concessionaire shall employ enough persons to maintain adequate levels of
     automobiles available for rental.

L.   Concessionaire shall control the conduct, demeanor and appearance of its employees
     and representatives. Concessionaire's employees while on duty, shall wear
     acceptable uniforms, or other suitable attire, complete with name-tags identifying
     such employees, which shall, at all times, be maintained in a neat, orderly and clean
     condition. Such employees shall be trained by Concessionaire to render a high
     degree of courteous and efficient service and it shall be the responsibility of
     Concessionaire to maintain close supervision over such employees to assure the
     rendering of a high standard of service to the public and the patrons of the rental car
     concession. Upon reasonable objection from Authority concerning the conduct,
     demeanor or appearance of such persons, Concessionaire shall forthwith take all
     steps necessary to remove the cause of the objection.

M.   Concessionaire shall not permit its employees to engage in the solicitation of the
     services offered by Concessionaire outside of its rental counter area. Authority shall
     be the sole judge as to whether the conduct of Concessionaire's employees in the
     solicitation of business constitutes a violation of this Paragraph 7.1, and upon notice
     from Authority, Concessionaire shall forthwith take all steps necessary to eliminate
     the condition complained of.

N.   Concessionaire shall so conduct and carry on its automobile rental business on the
     Airport so as to maintain a friendly, cooperative, competitive relationship with other
     Rental Car Companies engaged in like business at the Airport and shall not engage
     in open, or public disputes, disagreements, or conflicts tending to impair the quality
     of the automobile rental service of Concessionaire or its competitors or be
     incompatible to the best interest of the public at the Airport. Authority shall have the
     right to resolve all such disputes, disagreements, or conflicts and its resolution
     thereof, shall be binding upon Concessionaire.

O.   In order to maintain the visual appearance of the Landside Building and to avoid
     visual clutter, Concessionaire shall keep its terminal counter, and back wall visible
     to the public, free and clear of all advertisements, hand-outs, schedules of rates,
     special offerings and any and all other material which Authority, in its sole
     judgment, deems undesirable. Concessionaire agrees to promptly remove all such
     material and matter from public view upon instruction of an authorized
     representative of Authority to do so.

P.   Concessionaire shall promptly respond to any and all written complaints of patrons
     within 48 hours of receipt of such complaint and shall promptly deliver to Authority
     a copy of such complaint and a copy of such written response to such complaining
     patron.



                                       15
      Q.     Concessionaire shall provide and maintain on or conveniently close to the Airport, at
             Concessionaire's sole expense, adequate facilities to service and store vehicles used
             in operation of the concession at the Airport. Such facilities, if not already available,
             shall be constructed as soon as possible, but in no event later than 90 days following
             the commencement date of this Agreement. For purposes of this Paragraph 7.1,
             "Conveniently Close" shall mean within a one-way driving time of 10 minutes under
             normal traffic conditions.

      R.     Concessionaire shall, during the term of this Agreement, be qualified to do business
             in the Commonwealth of Kentucky and shall obtain and maintain all necessary
             business licenses and permits from Louisville Metro Government or other applicable
             governmental authority.

SECTION 8. INSTALLATION OF IMPROVEMENTS AND TENANT FINISHES

8.1   The existing rental car counter located on the Premises is available to the Concessionaire “as
      is” in its present condition. On the back wall behind the counter, Concessionaire will
      provide a sign identifying Concessionaire, said sign to be of a size, color, style and material
      selected solely by Authority and uniform for all rental car concessionaires.

8.2   Subject to prior written approval by Authority, Concessionaire, at its expense, shall provide
      all other improvements and finishes desired by Concessionaire, or required but not provided
      by Authority pursuant to Paragraph 8.1 above. The improvements and/or finishes to be
      provided by Concessionaire include, but are not necessarily limited to, the counter insert(s)
      and office area floor and wall covering. The Concessionaire shall be required to modify or
      improve the leased space in the Landside Terminal at its expense to comply with new design
      standards or guidelines promulgated by the Authority from time to time. Concessionaire
      shall use the ceiling and lighting as provided by Authority and shall not be permitted to alter,
      change or augment such fixtures.

8.3   Concessionaire shall prepare, and submit to Authority for its written approval, plans and
      specifications for construction of improvements and tenant finishes to the Premises,
      pursuant to Paragraph 8.2 above, for operation of its terminal counter and office area for the
      Rental Car Concession in the Landside Building at the Airport and the kiosk in the QTA
      (hereinafter referred to as the "Initial Improvements"). Concessionaire agrees that it shall,
      not later than 60 days after direction by the Authority, submit detailed plans and
      specifications for the proposed Initial Improvements to be made to the Premises to Authority
      for approval. Authority agrees that it shall either approve said plans and specifications as
      submitted, or transmit to Concessionaire all reasonable revisions that must be made to said
      plans and specifications in order to obtain Authority approval, within 30 Calendar Days of
      receipt of said plans from Concessionaire. If Authority requires revisions of the original
      plans and specifications, Concessionaire shall have not more than 30 Calendar Days from
      the date of receipt of said proposed revisions to resubmit the plans and specifications for
      Authority approval. Upon receiving final Authority approval of the plans and specifications,
      Concessionaire shall engage a qualified contractor(s) to construct said Initial Improvements.



                                                16
      Construction shall commence promptly and shall be completed in a diligent manner. Initial
      Improvements constructed pursuant to this provision shall become the property of Authority
      during and upon final completion of construction except the rental car kiosk.

8.4   While it is agreed and understood that Concessionaire is not hereby granted any such right
      nor is Authority hereby obligated to confer any such approval, Concessionaire may be
      permitted to construct, or otherwise make, other improvements in addition to the Initial
      Improvements specified in Paragraph 8.3 above, to the Premises from time to time
      (hereinafter referred to as "Subsequent Improvements") subject to prior written Authority
      approval, at Concessionaire's sole cost and expense. Concessionaire agrees that it shall
      submit detailed plans and specifications for all of the proposed Subsequent Improvements to
      Authority for written approval prior to commencing any such work. Upon receiving final
      Authority written approval, if such approval is given, of the plans and specifications,
      including a construction time schedule, Concessionaire shall engage a qualified contractor(s)
      to construct said Subsequent Improvements. Subsequent Improvements undertaken
      pursuant to this provision shall become the property of Authority during and upon final
      completion of construction.

8.5   Concessionaire shall not allow renovations or construction, including the Initial
      Improvements or any Subsequent Improvements, to commence on the Premises without first
      assuring Authority that all applicable Equal Employment Opportunity/ Nondiscrimination
      and Minority or Disadvantaged Business Enterprise provisions have been included as part of
      the contract for such renovation or construction work. Concessionaire shall indemnify and
      hold Authority, its officers, agents and employees, free and harmless from any and all
      claims, suits, loss or damage, or injury to persons or property resulting from or arising out of
      construction or renovation on the Premises unless such acts result from the sole negligence
      of Authority, its employees, agents and representatives. Concessionaire shall not commence
      or undertake any such permitted work nor will allow or permit any agent, independent
      contractor or subcontractor ("Contractor") to commence work until all performance and
      payment bonds and all insurance certificates required hereunder have been approved and are
      in Authority's possession. Approval of the insurance by Authority shall not relieve or
      decrease the liability of Concessionaire or its agents, independent contractors, or
      subcontractors. Concessionaire shall furnish Authority, at Concessionaire's sole expense the
      following:

      A.     Performance and Payment Bonds. These bonds shall have surety satisfactory to
             Authority, in a sum equal to 100% of the amount of the improvements to be made,
             payable to Authority, to insure the execution of the entire work according to the
             approved plans and specifications, and for payment of labor and material suppliers.

      B.     Kentucky Unemployment Insurance Bonds. Under the provisions of KRS 341.315
             and 341.317, provide a separate bond, or have specific provisions made in the
             Payment Bond to assure payment of all unemployment contributions which become
             due and payable under the Kentucky Unemployment Insurance Law.




                                                17
      C.     Public Liability and Property Damage. This insurance shall protect the Contractor,
             and Concessionaire and Authority as additional insureds, against liability, claims, or
             costs thereof, for personal injury or property damage resulting from the performance
             of the construction contract, including personal injury, death, or property damage,
             resulting from operations of subcontractors under the construction contract, in
             combined single limits of not less than $1,000,000 resulting from any one accident.

      D.     Automobile Public Liability and Property Damage. This insurance shall protect the
             Contractor, and Concessionaire and Authority as additional insureds, against
             liability, claims, or costs for personal injury or death, and property damage in the
             combined single limits of not less than $1,000,000.

      E.     Workers' Compensation and Employer's Liability. The Contractor shall provide the
             statutory limits of coverage for all of the Contractor's employees engaged in work on
             the Premises and shall assure that its subcontractors provide such coverage for each
             of their employees engaged in work on the Premises.

8.6   Concessionaire shall have the right, at its own expense for construction, erection and
      maintenance, to place in or on the Premises, a sign identifying Concessionaire, and to install
      corporate identification, as deemed appropriate by Authority. Said sign and corporate
      identification shall be of a size, shape, design and at a location approved in advance and in
      writing by Authority and in conformance with Authority's overall directional graphics and
      informational sign program. It is understood, however, that said sign and location may be
      changed and altered from time to time as mutually agreed upon. Notwithstanding any other
      provision of this Agreement, said sign and corporate identification shall remain the property
      of Concessionaire. Concessionaire, at the direction of Authority, shall remove, at
      Concessionaire's expense, the sign and corporate identification at the expiration of the term
      of this Agreement.

8.7   Authority may construct additional QTA Common Facilities during the term hereof;
      including but not limited to additional parking spaces, wash racks, fuel island and weather
      canopy. Concessionaire agrees to cooperate with Authority in the installation of such
      improvements.

SECTION 9. MAINTENANCE AND REPAIR

9.1   Maintenance and repair of the Premises located in the Landside Building shall be as follows:

      A.     Authority shall maintain the exterior and public areas of the Landside Building at the
             expense of Authority.

      B.     Concessionaire shall, at its expense, maintain, restore, repair or replace all
             improvements and finishes which Concessionaire constructed as part of the Initial
             Improvements or Subsequent Improvements in or on its Premises in the Landside
             Building in a workmanlike manner, including but not limited to all furnishings,
             equipment, exterior facades, interior partitions, walls, ceilings, doorways, and doors,
             floors, signs and fixtures, and Authority shall not in any way be called upon for such


                                               18
             maintenance, repairs or replacement. In addition, throughout the term of this
             Agreement, Concessionaire shall be obligated, without cost to Authority, to maintain
             the Premises and every part thereof in good appearance, repair and safe condition,
             normal use only excepted, and free of any claims or liens or similar claims. All such
             maintenance, repairs, restorations and replacements shall be of quality equal to the
             original in materials and workmanship, and all exposed surface finish shall be
             subject to the prior written approval of Authority.

9.2   Maintenance and repair of the QTA shall be as follows:

      A.     Common Facilities, Pavement and Exterior Surfaces. Concessionaire and all other
             Rental Car Companies using the QTA shall have the joint and several obligation to
             keep the Common Facilities clean, tidy and free of unsafe or dangerous conditions.
             The Concessionaire and Rental Car Companies shall provide the Authority a list of
             which Rental Car Companies, including Concessionaire, are responsible for each
             individual area of the Common Facilities.

      B.     Authority will provide, at Concessionaire's expense, general maintenance, periodic
             maintenance and repair of the exterior surfaces of the Common Facilities and QTA
             Parking Spaces (including all pavement, parking, parking space company sign posts,
             but not signs; including landscaped areas, and exterior walls, doors, windows, roofs,
             etc. of all structures and buildings that constitute part of the QTA). Authority
             maintenance shall not include the rest rooms, snow removal or the pick up and
             disposal of trash or debris on the Premises. The maintenance and repair shall be
             performed at the level deemed reasonably necessary by Authority to keep the QTA
             in good condition and repair. If the Authority deems that the above maintenance, for
             which the Concessionaire and Rental Car Companies are responsible, is not
             completed in a satisfactory manner, the Authority shall have the option of using its
             own employees or of contracting for such maintenance and repair and
             Concessionaire shall be invoiced at actual costs for materials and labor, plus 30%
             markup.

      C.     The costs of such maintenance and repair, including all administrative expenses
             associated therewith, shall be charged no more frequently than on a monthly basis to
             all Rental Car Companies and Concessionaire and shall be payable by
             Concessionaire within 15 days after an invoice for the same is sent to
             Concessionaire. The total monthly cost shall be divided on a per space basis among
             those Rental Car Companies and Concessionaire actually using the QTA.
             Extraordinary maintenance or repair costs reasonably attributable to one Rental Car
             Company shall be charged to individual Rental Car Company or Concessionaire as
             appropriate and shall be payable within 15 days after an invoice is sent to
             Concessionaire.




                                              19
D.   Rest Rooms. Concessionaire shall be jointly and severally responsible with the
     other Rental Car Companies for the maintenance and repair of the rest rooms
     (including all utilities, systems and fixtures) and shall keep them in good condition
     and repair and sanitary, clean, and free of unsafe or dangerous conditions, all at no
     cost to Authority. This obligation shall include but shall not be limited to the
     obligation to provide daily janitorial service at no cost to Authority. Concessionaire
     shall, before hiring janitorial service, provide the name of the janitorial service in
     writing to Authority. The janitorial service provided shall be subject to the prior
     approval of Authority, such approval shall not be unreasonably withheld.

E.   Common Facilities. Except for Authority responsibility for exterior maintenance
     provided in Paragraph 9.2 B. hereof, Concessionaire shall be jointly and severally
     responsible with the other users of Common Facilities for the general maintenance,
     periodic maintenance, and repair of the Common Facilities (including all utilities,
     systems, equipment and fixtures), all at no cost to Authority. The Common
     Facilities shall be kept in good condition and repair and clean, tidy and free of any
     unsafe or dangerous conditions.

F    Exclusive Space. Concessionaire shall be solely responsible for the maintenance
     and repair of its Exclusive Space (including all utilities, systems, equipment, and
     fixtures) and shall keep it in good condition and repair and clean, tidy and free of
     unsafe or dangerous conditions, all at its own expense and at no cost to Authority.

G.   Fuel Tanks. Concessionaire shall be solely responsible for the maintenance and
     repair of any exclusively used fuel tank, piping, dispensing and related equipment
     and systems ("fuel system"). Concessionaire shall be jointly and severally
     responsible with the other users thereof for the maintenance and repair of any shared
     fuel tank and related equipment and systems. The fuel system shall be kept in good
     condition and repair and in compliance with all Environmental Laws.

H.   Authority shall have the right, but not the obligation, to hire a responsible
     environmental engineer or other expert ("Engineer") to inspect the fuel system
     located at the QTA on a regular basis, and the cost thereof shall be charged no more
     frequently than on a monthly basis to all Rental Car Companies and Concessionaire
     and shall be payable by Concessionaire within 15 days after an invoice for the same
     is sent to Concessionaire. The total monthly cost shall be divided on a per space
     basis among those Rental Car Companies and Concessionaire using the QTA.

I.   Any items determined by the Engineer to require maintenance, repair or replacement
     with respect to a fuel system component used by Concessionaire shall be remedied
     by Concessionaire within 30 days after written notice of the same is sent to
     Concessionaire, or earlier if such maintenance, repair or replacement is required,
     either in the professional opinion of the Engineer, to protect the environment. If the
     required maintenance, repair or replacement is not accomplished within such time,
     then Authority may accomplish the same and Concessionaire shall pay the cost
     thereof; provided, however, that if Concessionaire shares the use of a fuel system,



                                      20
               Concessionaire shall be jointly and severally responsible with the other users for the
               cost. All fines, penalties, or charges by any controlling agency levied on the
               Authority for the fuel system becoming out of repair shall be paid to the Authority
               forthwith.

       J.      Concessionaire shall allow access to the QTA to Authority and its employees,
               agents, contractors and designees at all reasonable times for the purpose of
               inspecting, maintaining or repairing all or any portion of the QTA

9.3    If Concessionaire fails to perform its obligations under this Section 9 and if such failure
       shall continue, Authority may, at its sole option, after 30 days notice to Concessionaire, or
       24 hours for the pick up and disposal of trash and debris, undertake and complete any such
       maintenance, repairs or replacements, and the cost plus 30% markup plus $500.00 thereof
       shall be paid by Concessionaire to Authority no later than 30 days following receipt of
       proper invoice from Authority for completion of such maintenance, repairs or replacements.

SECTION 10. UTILITIES

10.1   Authority will provide utilities to meet the reasonable demands of Concessionaire, and
       Concessionaire shall have the right to use such utility service facilities located on the
       Premises at the commencement of the term hereof. In addition, should Concessionaire's
       operations require any utility connections which are not in place or installed at the time of
       the commencement of the term of this Agreement, Authority will, at Concessionaire's
       expense, extend such facilities to the Premises. Authority's obligation hereunder shall be
       limited to the availability of any required or requested utilities facilities within the Landside
       Building and the QTA and nothing herein shall obligate Authority to provide any utility to
       Concessionaire that is not otherwise available to Authority in said building or facility. Such
       limitation shall also include the inability of Authority to provide utility facilities or service,
       due to the imposition of any limit on consumption, or on the construction of additional
       utility service facilities, or due to the allocation of additional utility service facilities, or due
       to the allocation or curtailment of utility facilities or service by regulation, act of law or in
       any other manner beyond the control of Authority.

10.2   Concessionaire shall provide for the direct payment of all utilities associated with its use of
       the QTA including but not limited to its QTA Exclusive Space. Utilities used in QTA
       Common Facilities shall be payable on a pro rata basis by all users thereof based upon the
       number of spaces of actual users unless the users agree to another method of apportionment.

SECTION 11. QTA MANAGEMENT AND OPERATION

11.1   Except for Authority obligations specified herein, the QTA shall be managed and operated
       jointly and severally by Concessionaire and other Rental Car Companies. This management
       and operation includes, but is not limited to, the obligations contained in this Agreement and
       the ordering, quality control, and accounting and paying for fuel, lubricants, fluids, washing
       materials and other products used by Concessionaire and other Rental Car Companies
       regarding the QTA.



                                                   21
11.2   The Concessionaire and Rental Car Companies shall provide the Authority a list of which
       Rental Car Companies, including Concessionaire, are responsible for each individual area of
       the Common Facilities.

11.3   Concessionaire and other Rental Car Companies may engage the services of a contractor or
       other agent to manage and operate the QTA on their behalf, subject to the prior written
       approval of Authority.

SECTION 12. ALLOCATION OF QTA SPACES

12.1   QTA Parking Spaces shall be allocated by Authority on October 1, 2005. Authority shall
       thereafter allocate the spaces annually, with at least 15 days notice to Concessionaire,
       effective the first day of October each year.

12.2   The number of spaces allocated to Concessionaire shall be determined by Concessionaire's
       Market Share provided that Concessionaire shall be allocated not less than 25 spaces.
       "Market Share" shall be Concessionaire's percentage of those Concession Agreement gross
       receipts from all Rental Car Companies, including Concessionaire, using the QTA for the
       preceding Authority fiscal year. Concessionaire’s gross receipts from transactions occurring
       from locations on the Airport other than from the Landside Terminal Building shall be
       excluded in the space allocation.

12.3   The number of spaces allocated to Concessionaire shall be determined by multiplying
       Concessionaire's Market Share by the total spaces available.

12.4   If any Concessionaire's number of spaces by such calculation would be less than 25, then
       each such Concessionaire shall be allocated 25 spaces.

12.5   If any Rental Car Concessionaires or Companies are allocated 25 spaces in accordance with
       paragraph 12.4 above, then the number of spaces to be allocated to the remaining
       Concessionaires shall be reduced, if necessary, as follows: One space will be deducted from
       each remaining Concessionaire starting with Concessionaire with largest Market Share. The
       deduction will continue, if necessary, by returning to Concessionaire with largest Market
       Share to start another turn or turns, until enough spaces are deducted to fill out the 25 space
       minimum for Paragraph 12.4 Concessionaires.

12.6   Location of Concessionaire's allocated spaces shall be determined at the reasonable
       discretion of Authority. Authority shall consider ease of passenger access to all
       Concessionaires' spaces and to the terminal building, and benefits of contiguity among
       individual Concessionaire spaces.




                                                 22
12.7   Concessionaire acknowledges that during the term or any additional term of this Agreement
       the number of spaces allocated to Concessionaire under Section 12, and the total Rent
       payable therefrom may increase or decrease due to changes in Market Share as defined in
       Section 12 resulting from more or fewer Concessionaires using the QTA and/or changes in
       gross receipts in relation to other Rental Car Companies using the QTA.

12.8   If the termination of a defaulting Concessionaire or Rental Car Company occurs during the
       term of this Agreement, spaces shall be reallocated, and assigned, with not less than 15 days
       notice, to the remaining Rental Car Companies in accordance with Section 12.

SECTION 13. OWNERSHIP OF QTA

13.1   QTA Facilities, improvements, and appurtenances shall be at all times and remain the sole
       and exclusive property of Authority.

SECTION 14. ENVIRONMENTAL RESPONSIBILITIES

14.1   Environmental Law. As used herein, the term "Environmental Laws" shall mean for
       purposes of this Agreement, all local, state and federal environmental laws, rules,
       regulations and ordinances governing the maintenance and use of underground storage
       tanks, the storage, dispensing and cleanup of petroleum and its related products, and the
       handling, release and cleanup of any Regulated Substances as they are defined in this
       Agreement.

14.2   Regulated Substances. As used herein, "Regulated Substances" shall include without
       limitation, glycol and other similar substances and shall also have the meaning ascribed in
       and shall include without limitation those substances listed in the Comprehensive
       Environmental Response, Compensation and Recovery Act of 1980, 42 U.S.C. Section 9601
       et seq. and the regulations promulgated thereunder (as amended from time to time) and
       includes oil and oil waste as those terms are defined in the Clean Water Act, 33 U.S.C.
       Section 2501 et seq. and regulations promulgated thereunder (as amended from time to
       time) and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et
       seq. and shall also include any other elements, compounds, mixtures and other substances
       listed by the United States Environmental Protection Agency (USEPA) and any toxic
       pollutants designated by the U.S. Congress or the USEPA or defined by any other federal,
       state or local statute, law, ordinance, code, rule, regulation, order or decree relating to,
       regulating, or imposing liability or standards of conduct concerning any hazardous, toxic or
       dangerous waste, substance or material, as now or at any time hereafter in effect. This
       definition shall specifically include petroleum hydrocarbons in any form.

14.3   Concessionaire shall comply with all Environmental Laws as they are defined in this
       Agreement. In addition, any release to the environment of a Regulated Substance occurring
       on the leased premises as a result of the actions of Concessionaire's employees, agents,
       contractors, subcontractors, customers, or petroleum jobbers shall be reported to Authority
       immediately. Concessionaire shall retain the responsibility to report said release to those
       regulatory agencies specified by statute.



                                                23
14.4   In the event of a release of a Regulated Substance during Concessionaire's occupancy of the
       QTA under this Agreement or otherwise due to Concessionaire's actions, negligence, or
       failure to comply with this Section, Concessionaire shall be responsible for all costs related
       to the environmental remediation of the QTA. Concessionaire agrees to indemnify
       Authority and hold Authority harmless from and against any and all claims, losses,
       liabilities, including strict liability, damages, injuries, costs, and/or expenses, including
       reasonable attorneys' fees, claims for damage to the environment, claims for fines or civil
       penalties, costs of any settlement or judgment and claims of any and every kind whatsoever
       paid, incurred or suffered by, or asserted against Authority by any person or entity or
       governmental agency for, with respect to, or as a direct or indirect result of, such
       environmental contamination and/or remediation.

14.5   Concessionaire agrees that if Concessionaire shall violate or fail to comply with any of the
       provisions of this section, breach of Agreement shall have occurred and Authority shall be
       entitled to exercise its remedies for breach herein.

SECTION 15. TAXES

15.1   Concessionaire shall at its own expense pay all federal, state and local taxes that may be
       assessed against it, its leasehold interest or its equipment while in or upon the Premises or
       elsewhere on the Airport, as well as all federal, state and local taxes assessed in connection
       with the operation of its business authorized and permitted hereunder. Authority is a body
       politic and corporate, and by virtue of KRS 183.138, property of Authority is exempt from
       taxation. If at any time during the term of this Agreement, or any extension thereof, the
       statutory tax exemptions of Authority become void or inoperative for any reason, then
       Concessionaire shall pay any taxes which are imposed upon Authority on the Premises.
       Concessionaire may, however, at its sole cost and expense, protest and challenge any such
       tax levy or assessment; provided, however, such protest or challenge shall not relieve
       Concessionaire of any obligation under this Section.

SECTION 16. LAWS AND REGULATIONS

16.1   Concessionaire shall comply with all federal, state and local laws, rules and regulations,
       including Regulations of Authority as the same may be amended from time to time,
       which may apply to the service herein contemplated and Concessionaire shall keep in
       effect all licenses or permits necessary and/or required by law. Authority shall be held
       free and harmless from any act or failure by Concessionaire to comply with this
       provision.

16.2   Nothing herein contained shall be construed as granting or authorizing the granting of an
       exclusive right within the meaning of Section 308 of the Federal Aviation Act. This
       Agreement shall be subordinate to the provisions of any existing or future agreement
       between the Authority and the United States of America or any department or agency
       thereof relative to the operation or maintenance of the Airport, the execution of which has
       been or may be required by the provisions of the Federal Aviation Act, or any future
       statute affecting the operation or maintenance of the Airport.


                                                24
16.3   In the event that the Federal Aviation Administration (“FAA”) requires, as a condition
       precedent to the granting of funds for the improvement of the Airport or otherwise,
       modifications, revisions, supplements or deletions of any of the terms, conditions or
       requirements of this Agreement, then Concessionaire agrees that such changes as may be
       reasonably required to enable the Authority to obtain such funds shall be permitted.

SECTION 17. INDEMNIFICATION

17.1   Concessionaire agrees to indemnify and save Authority, its officers, agents, and employees
       harmless from any liability, including, but not limited to, claims, judgments, an amount
       equal to any fines, costs, and reasonable attorneys' fees, to persons or property resulting
       from or arising out of the use or occupancy of the Premises or other facilities on the Airport,
       or caused by or resulting from the exercise of the rights and privileges granted hereunder.

SECTION 18. INSURANCE

18.1   Concessionaire agrees to carry and furnish Authority a certificate(s) of insurance, in single
       limit amounts not less than $2,000,000 for public liability, property damage and bodily
       injury and in single limit amounts of not less than $1,000,000 for automobile liability, both
       licensed and unlicensed, in a company or companies acceptable to Authority, in which
       policy Authority shall be named an additional insured, and Concessionaire shall furnish
       satisfactory evidence that such insurance is in effect and will not be canceled during the term
       of this Agreement without 30 days prior written notice of such cancellation to Authority.
       Concessionaire shall carry Workers' Compensation Insurance covering its employees
       employed at the Airport.

18.2   Authority shall provide, as a part of its overall insurance program, all risk property insurance
       in an amount equal to not less than 80% of the full replacement value of the Premises and
       any and all leasehold improvements, tenant finishes, or additions made on or to the Premises
       by Concessionaire, but not the personal property or other contents, to the extent that such are
       insurable under all risk property insurance policies, and Concessionaire agrees that it shall
       reimburse Authority, in addition to the rent, its pro rata share of the cost of such insurance
       upon the presentation of proper invoice and satisfactory evidence of the cost of said
       insurance provided that said insurance is in force during the term of this Agreement. In the
       event of fire or other insured damage, the proceeds of such insurance shall be used to restore
       the Premises to the condition existing prior to such damage, within 60 days after such
       damage shall occur, to the extent that the insurance proceeds are sufficient for that purpose,
       unless the parties agree to a termination of this Agreement, in which event the proceeds shall
       be divided between the parties as their respective interests may appear. Concessionaire shall
       be entitled to an abatement of the rent, otherwise due Authority during such 60 day period,
       in proportion to the untenantable part of the Premises to the whole; provided the damage
       does not result from acts, omissions, or negligence of Concessionaire. For the purpose of
       dividing the insurance proceeds hereunder, the percentage due each party shall be computed
       as follows: Concessionaire's undepreciated cost of leasehold improvements, but not the cost
       of inventory, contents or other personal property, shall be divided by the then-current
       insured value of Premises, the quotient being Concessionaire's percentage of the insurance
       proceeds; provided, however, Concessionaire shall not be entitled to, nor paid, a sum greater


                                                 25
       than its then-current undepreciated cost of leasehold improvements. Authority shall be
       entitled to and receive the balance of the insurance proceeds.

18.3   Concessionaire shall at no time use the Premises or permit them to be used in such a manner
       as to increase the rate of Authority's insurance thereon. In case of Concessionaire's violation
       of this paragraph, Concessionaire agrees to reimburse Authority the increase in cost of
       insurance as additional rent. In case the Premises are so used that Authority cannot effect
       insurance thereon, Concessionaire agrees to become the insurer thereof, but Authority shall
       nonetheless have the right to cancel this Agreement forthwith.

SECTION 19. AUTHORITY NOT LIABLE FOR DAMAGE

19.1   Authority shall not be liable to Concessionaire for any damage either to person or property,
       sustained by Concessionaire or by other persons, due to the Airport or any improvements
       thereon or any part thereof or any appurtenances thereof becoming out of repair, or due to
       the happening of any accident in or about the Airport, or due to any act or neglect of any
       tenant or occupant of the Airport, or of any other person except to the extent caused by the
       negligence of Authority, its officers, employees, agents and representatives. Without
       limiting the generality of the foregoing, Authority shall not be liable for damage caused by
       water, steam, sewerage, gas, bursting or leaking of pipes or plumbing or electrical causes, or
       the negligence of contractors, employees, agents, or licensees of Authority, unless the
       damage is proved to be the result of the negligence of Authority, its officers, employees,
       agents and representatives.

SECTION 20. INDEPENDENT CONTRACTOR

20.1   In its occupancy of the Premises and in conducting its business hereunder, Concessionaire
       acts as an independent contractor and not as an agent of Authority. The selection, retention,
       assignment, direction, and payment of Concessionaire's employees shall be the sole
       responsibility of Concessionaire. Authority shall not attempt to exercise any control over
       the daily performance of duties by Concessionaire's employees, except to the extent and in
       the manner required by law or regulation or in order to meet security obligations mandatory
       for continued operation or certification of the Airport.

SECTION 21. ASSIGNMENT, TRANSFER OR SUBLEASE

21.1   Neither this Agreement nor any of the rights and privileges of Concessionaire hereunder, or
       any part thereof, may be assigned, transferred, or subleased by Concessionaire by process or
       operation of law or in any other manner whatsoever, without the written consent of
       Authority.




                                                 26
21.2   Concessionaire may sublease one or more of the parking spaces allocated to it under this
       Concession Agreement provided that 1) any such sublessee has a concession agreement or
       permit to operate as a rental car company on the Airport, 2) rent paid by the sublessee to
       Concessionaire does not exceed rent due Authority from Concessionaire hereunder, and 3)
       Concessionaire obtains prior written consent to sublease in accordance with Paragraph 21.1,
       which shall not be unreasonably withheld.

21.3   Concessionaire recognizes Authority's interest in proving continuity of services for users of
       the Airport, and agrees that Authority shall be notified in advance of any proposed change of
       control of Concessionaire, including notice in the event that control of Concessionaire is
       proposed to be transferred to a subsidiary or affiliate of Concessionaire. Such new
       controlling interest shall be subject to prior written approval by Authority.

SECTION 22. NONDISCRIMINATION AND DISADVANTAGED BUSINESS
             ENTERPRISES

22.1   The Concessionaire for itself, its successors in interest, and assigns, as a part of the
       consideration hereof, does hereby covenant that in the event facilities are constructed,
       maintained, or otherwise operated on the said property described in this Agreement for a
       purpose for which a U.S. Department of Transportation (“DOT”) program or activity is
       extended or for another purpose involving the provision of similar services or benefits,
       the Concessionaire shall maintain and operate such facilities and services in compliance
       with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in
       Federally Assisted Programs of the Department of Transportation (“Part 21”) and as said
       Part 21 may be amended.

22.2   The Concessionaire for itself, its successors in interest, and assigns, as a part of the
       consideration hereof, does hereby covenant and agree that: (1) no person on the grounds
       of race, color, or national origin shall be excluded from participation in, denied the
       benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2)
       that in the construction of any improvements on, over, or under such land and the
       furnishing of services thereon, no person on the grounds of race, color, or national origin
       shall be excluded from participation in, denied the benefits of, or otherwise be subjected
       to discrimination, (3) that the Concessionaire shall use the Premises in compliance with
       all other requirements imposed by or pursuant to Part 21, and as said Part 21 may be
       amended.

22.3   During the term of this Agreement, the Concessionaire, for itself, its assignees and
       successors in interest agree as follows:

              (1)     Compliance with Part 21. The Concessionaire shall comply with the
       provisions of Part 21 relative to nondiscrimination in federally assisted programs of the
       DOT, as such may be amended from time to time, and which are herein incorporated by
       reference and made a part of this Agreement.




                                                27
       (2)     Nondiscrimination. The Concessionaire, with regard to the work
performed by it during the term of this Agreement, shall not discriminate on the grounds
of race, color, or national origin in the selection and retention of subconcessionaire or
sub-contractors, including procurements of materials and leases of equipment. The
Concessionaire shall not participate either directly or indirectly in the discrimination
prohibited by Section 21.5 of Part 21, including employment practices when this
Agreement covers a program set forth in Appendix B of Part 21.

        (3)    Solicitations for Subconcession Agreements and Subcontracts, Including
Procurements of Materials and Equipment. In all solicitations either by competitive
bidding or negotiations made by the Concessionaire for work to be performed under a
subcontract, including procurements of materials or leases of equipment, each potential
subcontractor or supplier shall be notified by the Concessionaire of the Concessionaire’s
obligations under this Agreement and Part 21 relative to nondiscrimination on the
grounds of race, color, or national origin.

         (4)    Information and Reports.        The Concessionaire shall provide all
information and reports required by Part 21 or directives issued pursuant thereto and shall
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined by the Authority or the Federal Aviation Administration
(“FAA”) to be pertinent to ascertain compliance with such Part 21, orders, and
instructions. Where any information required of the Concessionaire is in the exclusive
possession of another who fails or refuses to furnish this information, the Concessionaire
shall so certify to the Authority or the FAA, as appropriate, and shall set forth what
efforts it has made to obtain the information.

        (5)    Sanctions for Noncompliance. In the event of the Concessionaire’s
noncompliance with the nondiscrimination provisions of this Agreement, the Authority
shall impose such Agreement sanctions as it or the FAA may determine to be appropriate,
including, but not limited to:

       a)     Withholding of payments to the Concessionaire under the Agreement until
the Concessionaire complies, and/or

        b)     Cancellation, termination, or suspension of the Agreement, in whole or in
part.

        (6)    Incorporation of Provisions. The Concessionaire shall include the
provisions of paragraphs 22.3 (1) through (5) in every subconcession agreement or
subcontract, including procurements of materials and leases of equipment, unless exempt
by Part 21or directives issued pursuant thereto. The Concessionaire shall take such
action with respect to any subcontract or procurement as the Authority or the FAA may
direct as a means of enforcing such provisions including sanctions or noncompliance.
Provided, however, that in the event a Concessionaire becomes involved in, or is
threatened with, litigation with a subcontractor or supplier as a result of such direction,
the Concessionaire may request the Authority to enter into such litigation to protect the




                                        28
       interests of the Authority and, in addition, the Concessionaire may request the United
       States to enter into such litigation to protect the interests of the United States.

SECTION 23. AIRPORT CONCESSION DISADVANTAGE BUSINESS ENTERPRISES
(ACDBE).

23.1   Compliance with Part 23. This Agreement is subject to the requirements of DOT's
       regulations, 49 CFR Part 23, Participation by Disadvantaged Business Enterprises in
       Airport Concessions (“Part 23”). Concessionaire agrees that it will not discriminate
       against any business owner because of the owner's race, color, national origin, or sex in
       connection with the award or performance of any concession agreement, management
       contract, or subcontract, purchase or lease agreement, or other agreement covered by Part
       23.

23.2   Incorporation of Provision. Concessionaire agrees to include the above statements in any
       subsequent concession agreement or contract covered by Part 23, that it enters and cause
       those businesses to similarly include the statements in further agreements.

23.3   ACDBE Goal. The ACDBE goal for this Agreement is 2%, as measured as a percentage
       of Concessionaire’s total annual gross receipts. Concessionaire covenants that it shall
       take all necessary and reasonable steps to achieve this goal. ACDBE participation shall
       be counted toward this goal as provided in Part 23. Concessionaire agrees to submit
       information to the Authority as required concerning the participation of certified ACDBE
       firms. If Concessionaire cannot achieve the stated goal, it shall provide documentation to
       the Authority that it has taken Good Faith Efforts, as defined in Part 23, in attempting to
       achieve the stated goal.

SECTION 24. PENDING CONSTRUCTION AND NON DEFAULT TERMINATION

24.1   Concessionaire acknowledges that under Authority sponsored projects, construction
       activities may result in disruption and/or relocation of the Airport roadways, parking and
       driveway facilities. Concessionaire waives any claim of breach or default of this Agreement
       by Authority as a result of any such construction activities and/or relocation under such
       projects.

24.2   Authority, in its sole discretion, may terminate Concessionaire's use of the QTA and those
       provisions of this Agreement pertaining thereto, effective as determined by the Authority,
       upon not less than one year’s written notice. In the event of such termination,
       Concessionaire shall not be obligated to pay QTA rentals accruing after the effective date of
       such termination.




                                                29
SECTION 25. TERMINATION BY CONCESSIONAIRE; ABATEMENT OF CERTAIN
PAYMENT

25.1   Upon the occurrence of A or B below, the Concessionaire shall have the right to terminate
       this Agreement upon 30 days written notice to the Authority. Upon the occurrence of C
       below or in lieu of terminating the Agreement upon the occurrence of A or B below, the
       Concessionaire shall not be obligated to pay the portion of the Concession Fee required by
       4.1.B. and 4.1.C. and the portion of the Concession Fee required by 4.1.A. shall be
       determined solely by 4.1.A.1. and the minimum guarantee provided for in 4.1.A.2. shall be
       inapplicable, so long as such condition remains uncorrected.

       A.     The abandonment of Louisville International Airport as an air terminal for
              certificated passenger air carriers for a continuous period of 90 days or longer.

       B.     The lawful assumption by the United States of America, or any authorized agency
              thereof, of the operation, control or use of the Airport, or any substantial part or
              parts thereof in such a manner as to substantially restrict Concessionaire from
              operating therefrom for a period in excess of 90 days.

       C.     The damage or destruction of all or a material part of the Premises used or occupied
              by Concessionaire hereunder or damage or destruction of all or a material part of the
              Airport or Airport facilities, including access to public roads, which is necessary to
              the operation of Concessionaire's business except to the extent and in the event such
              damage or destruction results from acts or negligence of Concessionaire.

SECTION 26. TERMINATION BY AUTHORITY

26.1   In addition to all other termination rights contained herein, this Agreement shall be subject
       to termination by Authority should any one or more of the following events or defaults
       occur:

       A.     If Concessionaire should fail to perform any of the terms, covenants, or conditions
              of this Agreement or fail to keep in force any of the required insurance policies or
              performance sureties specified herein.

       B.     If Concessionaire should fail to abide by all Applicable Laws, including statutes,
              ordinances, rules and regulations of the United States, the Commonwealth of
              Kentucky, the City of Louisville, Jefferson County, and Authority.

       C.     If Concessionaire should abandon and discontinue the operation of its business at the
              Airport for a continuous period of seven days, except when such abandonment and
              cessation is due to fire, earthquake, governmental action, or other cause beyond
              Concessionaire's reasonable control.

       D.     If Concessionaire should default in or fail to make any payments at the times and in
              the amounts as required under this Agreement.



                                                30
26.2   Upon the happening of any of the acts of default recited in paragraphs 26.1 A, B, and C
       above, Authority shall give notice to Concessionaire to correct or cure such default, failure
       or breach. If, within 10 days from the date of such notice in the event of a default under
       paragraph 26.1 A or B and within 24 hours from the date of such notice in the event of
       default under paragraph 26.1 C, Concessionaire has not corrected such condition or
       conditions in a manner satisfactory to Authority, then, and in such event, Authority shall
       have the right, at once and without further notice to Concessionaire, to declare this
       Agreement terminated and to enter upon and take full possession of Premises.

26.3   In addition, Authority may in like manner declare this Agreement terminated and canceled,
       upon the giving of five days notice thereof, in the event Concessionaire files a voluntary
       petition in bankruptcy, or if a receiver is appointed for the property or affairs of
       Concessionaire and such receivership is not vacated within 30 days after the appointment of
       such receiver, or should the right of Concessionaire to operate be lost by operation of law.

26.4   If Authority exercises its right to cancel and terminate this Agreement and Authority
       appoints or otherwise engages a substitute firm to conduct the business contemplated under
       this Agreement, the obligation of Concessionaire under this Section shall be reduced by any
       payments received by Authority from such substitute firm after deducting therefrom the
       costs and expenses of Authority in obtaining such substitute firm and the costs to restore the
       Premises to the conditions existing prior to the commencement of this Agreement if
       Authority in its sole option so elects, or, as an alternative to restoration of the Premises, the
       costs of readying the Premises for occupancy by such substitute firm, excluding the costs of
       additional leasehold improvements.

SECTION 27. OBLIGATIONS IN EVENT OF DEFAULT

27.1   No cancellation or termination of this Agreement in accordance with the rights of either
       party under this Agreement to cancel or terminate shall be considered a forfeiture, such
       rights being a part of the consideration for this Agreement and of the essence hereof.

27.2   Neither party shall be in breach hereof because of any failure to perform any of its
       obligations hereunder if said failure is due to any cause for which it is not responsible and
       over which it has no control; provided, however, that the foregoing provision shall not
       prevent either party from exercising any right it may have under this Agreement to terminate
       the term hereof or to cancel this Agreement in whole or in part. The waiver of any breach,
       violation or default in the performance or observation of the covenants and conditions herein
       shall not constitute a waiver of any subsequent breach, violation, or default in the same or
       any other covenant or condition.




                                                  31
27.3   Upon the expiration or termination of this Agreement for any reason, Concessionaire, at its
       sole expense, shall remove from the property and premises of Authority all signs, personal
       property, equipment and materials Concessionaire is permitted to remove under this
       Agreement, and Concessionaire shall restore said property and premises to the condition that
       existed immediately prior to the commencement of this Agreement, reasonable wear and
       tear excepted. If Concessionaire shall fail to do so within 30 days, then Authority may
       effect such removal or restoration at Concessionaire's expense and Concessionaire shall pay
       Authority such expense promptly upon receipt of proper invoice therefor.

27.4   If this Agreement is canceled or terminated because of an uncured breach or default by
       Concessionaire prior to expiration, all Initial and Subsequent Improvements, other than free-
       standing furniture, fixtures, and equipment, shall become the sole property of Authority
       without cost or expense, and Authority shall owe Concessionaire nothing therefor.

SECTION 28. GOVERNMENTAL AND BOND RESOLUTIONS

28.1   Any other provision in this Agreement to the contrary notwithstanding, this Agreement is
       subject and subordinate to the following: (i) War Assets Administration Instruments of
       Transfer: (Standiford Field) dated February 6, 1948, in Deed Book 2332, page 378; in the
       Office of the Clerk of the County Court of Jefferson County, Kentucky, as the same may
       have been modified, inter alia, by Instruments of Release recorded December 17, 1953, in
       Deed Book 3101, page 549; February 8, 1957, in Deed Book 3434, page 5; August 8, 1960,
       in Deed Book 3647, page 264; and July 13, 1961, in Deed Book 3701, page 351; in the
       office of the Clerk aforesaid; (ii) rights of parties in possession; (iii) any state of facts that a
       full and complete survey and inspection of the Premises may reveal; (iv) leases, easements,
       restrictions and stipulations of record or of which Concessionaire has notice; and (v) the
       Airport System Revenue Bond Resolution Authorizing Airport System Revenue Bonds
       dated March 16, 1983, including particularly Section 711 thereof, as amended, and now in
       effect, and as may be amended hereafter from time to time, or by any future bond resolution
       adopted by Authority.

SECTION 29. NOTICES

29.1   Notices to either party provided for herein shall be in writing and shall be sufficient if hand
       delivered, sent by overnight courier service, or sent by certified or registered mail, postage
       prepaid, addressed as follow:

               To Authority:            Louisville Regional Airport Authority
                                        ATTN: Director of Properties
                                        P.O. Box 9129
                                        Louisville, Kentucky 40209-0129




                                                   32
              To Concessionaire:     Vanguard Car Rental USA Inc. d/b/a Alamo
                                     ATTN: Barbara Mathey
                                     Properties and Airport Relations
                                     6929 North Lakewood Avenue, Suite 100
                                     Tulsa, Oklahoma 74117

              And:                   Vanguard Car Rental USA Inc. d/b/a Alamo
                                     ATTN: General Counsel
                                     6929 North Lakewood Avenue, Suite 100
                                     Tulsa, Oklahoma 74117

       or to such other respective addresses as the parties may designate to each other in writing
       from time to time. Notices shall be deemed to be received on the date delivered, if hand
       delivered, or the day after depositing with an overnight courier service, or three days after
       mailing, if sent by certified or registered mail.

SECTION 30. WAIVER AND SEPARABILITY OF TERMS

30.1   No waiver by either party of any default by the other shall be construed as, or operate as, a
       waiver by such party of any subsequent default of any of the terms, covenants or conditions
       herein contained to be performed, kept and observed by the other.

30.2   If a provision hereof shall be finally declared unenforceable or illegal by any court or
       administrative agency having jurisdiction, the entire Agreement shall not be unenforceable,
       but the remaining provisions shall continue as nearly as possible in accordance with the
       original intent of the parties.

SECTION 31. HEADINGS

31.1   Section, paragraph, or subparagraph headings contained herein are solely for convenience
       and shall have no bearing upon the construction of any of the provisions hereof.

SECTION 32. NO BROKERS INVOLVED

32.1   Concessionaire warrants and represents to Authority that no person or selling agency has
       been employed or retained by it to solicit or secure this Agreement or the Concession
       granted hereunder and that no person is entitled to receive commission, percentage,
       brokerage, or contingent fee arising out of or as a result of the award of this Concession.




                                                33
SECTION 33. INCORPORATION OF DOCUMENTS; ENTIRE AGREEMENT

33.1   A.    This Agreement, including the attached exhibits together with the following
             documents, all of which are incorporated herein by reference, sets forth all the
             promises, covenants, conditions and understandings between Authority and
             Concessionaire relative to the Concession herein granted, and there are no promises,
             covenants, conditions or understandings, either oral or written, with respect to the
             Concession or this Agreement between them other than as are herein set forth:

                      1.    Concessionaire's Bid Form
                      2.    Addenda (if any)
                      3.    Performance and Payment Bonds
                      4.    Bank Letter of Credit or Surety Bond
                      5.    Invitation to Submit Bids
                      6.    Definition of Terms
                      7.    Instructions to Bidders
                      8.    General Conditions
                      9.    Bidder's Experience and Qualifications Questionnaire
                     10.    Insurance Certificate(s)

             Except as herein otherwise provided, no subsequent alterations, amendments,
             changes or additions to this Agreement shall be binding upon Authority or
             Concessionaire unless reduced to writing and signed by them.

       B.    The above documents are to be considered as one and whatever is called for by any
             one of the documents shall be as binding as if called for by all.

SECTION 34. GOVERNING LAW; TIME

34.1   This Agreement shall be governed by the laws of the Commonwealth of Kentucky. Time
       shall be of the essence.




                                              34
       IN WITNESS WHEREOF, the parties hereto have duly affixed their signatures on the date
hereinabove stated.

WITNESS:                                         LOUISVILLE REGIONAL
                                                 AIRPORT AUTHORITY


____________________________                     By:
                                                             C.T. “Skip” Miller, A.A.E.
                                                 Title:      Executive Director


WITNESS:                                         VANGUARD CAR RENTAL USA INC.
                                                 D/B/A ALAMO


____________________________                     By:

                                                 Title:



This Agreement has been approved
for the Authority as to legality of
form and content by:


_____________________________
STITES & HARBISON, PLLC
400 West Market Street, Suite 1800
Louisville, Kentucky 40202-3352




                                            35
                                                                              CERTIFICATIONS:


       I, ____________________________, certify that I am the _________________________
of the Corporation named as Concessionaire herein, that _______________________________
who signed this Concession Agreement on behalf of Concessionaire, was then
__________________ of said corporation; that said Concession Agreement was duly signed for
and in behalf of said corporation by authority of its governing body, and is within the scope of its
corporate powers.



SEAL                                                                                                  VANGUARD CAR RENTAL USA INC.
                                                                                                      D/B/A ALAMO




                                                                                                      By:________________________________




\\RAA_SERVER4\FILES\Properties\Concessions\Rental Cars\Alamo RAC 2005\Alamo Agreement 2005.doc




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