AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

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Title: AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE
Governing Law: Minnesota Date: 3/16/2006
Industry: Airline

EXHIBIT 10.4

AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT

BETWEEN

METROPOLITAN AIRPORTS COMMISSION

AND

NORTHWEST AIRLINES, INC.

EFFECTIVE JANUARY 1, 1999

TABLE OF CONTENTS

							Page

I.	DEFINITIONS						1
	A.				DEFINITIONS	1
	B.				HEADINGS AND CROSS REFERENCES	11
II.	TERM						12
III.	USE OF THE AIRPORT						13
	A.			AIRLINE RIGHTS			13
	B.			EXCLUSIONS, RESERVATIONS, AND CONDITIONS			16
	C.			USE OF THE INTERNATIONAL ARRIVALS FACILITY			19
IV.	PREMISES						20
	A.		LEASED PREMISES				21
	B.		EXCLUSIVE/PREFERENTIAL LEASED AREAS				21
	C.		COMMON BAG CLAIM AREAS				25
	D.		MEASUREMENT OF SPACE				26
	E.		ACCOMMODATION OF OTHER AIRLINES				26
	F.		WIDE BODY AND BOEING 757 ACCESS				29
	G.		ACCESS				29
	H.		SHORT TERM GATES				30
	I.		REGIONAL RAMP				31
	J.		RELINQUISHMENT OF PREMISES				32
	K.		MID-TERM RELINQUISHMENT OF PREMISES				32
	L.		SURRENDER OF PREMISES				33
V.	RENTS, FEES, AND CHARGES						35
	A.	GENERAL					35
	B.	RENTS, FEES, AND CHARGES					35

	C.			MONTHLY ACTIVITY REPORT	37
	D.			SECURITY DEPOSITS	38
	E.			PAYMENT PROVISIONS	39
	F.			NET AGREEMENT	40
	G.			NO OTHER FEES AND CHARGES	40
	H.			PASSENGER FACILITY CHARGES	40
	I.			NON-WAIVER	41
	J.			NONSIGNATORY LANDING FEES	41
	K.			AFFILIATED AIRLINE	41
VI.	CALCULATION OF RENTS, FEES, AND CHARGES				42
	A.		GENERAL		42
	B.		CALCULATION/COORDINATION PROCEDURES		42
	C.		LANDING FEES		43
	D.		ENVIRONMENTAL SURCHARGE		46
	E.		TERMINAL APRON FEES		46
	F.		REGIONAL RAMP FEES		47
	G.		TERMINAL BUILDING RENTS		48
	H.		CARROUSEL AND CONVEYOR CHARGE		49
	I.		IAF USE FEES		50
	J.		YEAR-END ADJUSTMENTS OF RENTS, FEES, AND CHARGES		51
VII.	CAPITAL EXPENDITURES				52
	A.	GENERAL			52
	B.	CAPITAL PROJECTS SUBJECT TO MII REVIEW			53
	C.	CAPITAL PROJECTS NOT SUBJECT TO MII REVIEW			54

	D.			2010 PLAN AIRFIELD PROGRAMS	55
VIII.	INSTALLATION, MAINTENANCE AND UTILITIES				57
	A.		OBLIGATIONS OF MAC		57
	B.		OBLIGATIONS OF AIRLINE		59
IX.	DAMAGE OR DESTRUCTION OF PREMISES				61
	A.	DAMAGE OR DESTRUCTION			61
	B.	FORCE MAJEURE			62
X.	INDEMNITY AND LIABILITY INSURANCE				63
	A.		INDEMNIFICATION		63
	B.		LIABILITY INSURANCE		64
	C.		OTHER INSURANCE		66
	D.		ENVIRONMENTAL LIABILITY		66
XI.	ASSIGNMENT, SUBLETTING, AND GROUND HANDLING				69
	A.	ADVANCE APPROVAL			69
	B.	ASSIGNMENT			70
	C.	SUBLEASE AGREEMENT			70
	D.	GROUND HANDLING AGREEMENT			71
	E.	BANKRUPTCY			71
XII.	ARBITRATION				73
XIII.	SUPPLEMENTAL AGREEMENTS				74
	A.	GOLD CONCOURSE			74
	B.	TEMPORARY REGIONAL TERMINAL			77
	C.	FIS BAG BELT ENCLOSURE			80
	D.	TERMINAL BUILDING			81

iii

	E.			MONTH TO MONTH PREMISES	81
XIV.	EVENTS OF DEFAULT; REMEDIES				82
	A.		EVENTS OF DEFAULT		82
	B.		REMEDIES		83
XV.	TERMINATION				85
	A.	TERMINATION BY MAC			85
	B.	TERMINATION BY AIRLINE			85
	C.	TERMINATION BY GOVERNMENT TAKING			86
XVI.	GENERAL PROVISIONS				87
	A.	INTERPRETATION			87
	B.	COMPLIANCE WITH LAW			87
	C.	CIVIL/HUMAN RIGHTS LAWS			90
	D.	ECONOMIC NONDISCRIMNATION			91
	E.	GRANTING OF MORE FAVORABLE TERMS			91
	F.	CONSENTS, APPROVALS, AND NOTICES			92
	G.	WAIVER			92
	H.	APPLICABLE LAW AND FORUM SELECTION			93
	I.	SUCCESSORS			93
	J.	INSPECTION			93
	K.	QUIET ENJOYMENT			94
	L.	NON-LIABILITY OF AGENTS AND EMPLOYEES			94
	M.	NO PARTNERSHIP OR AGENCY			94
	N.	SECURITY			94
	O.	SUBORDINATION TO AGREEMENTS WITH THE U.S. GOVERNMENT			96

P.	NO EXCLUSIVE RIGHT	96
Q.	CONCERNING DEPRECIATION AND INVESTMENT CREDIT	96
R.	ATTORNEY’S FEES	97
S.	SAVINGS	97
T.	MASTER TRUST INDENTURE	97
U.	TERMINATION OF PRIOR AGREEMENTS	98

EXHIBITS


A	-	Airport Layout Plan

B	-	Airfield

C	-	Terminal Building

D	-	Terminal Apron/Terminal Ramp

E	-	Gold Concourse

F	-	Landside Area

G	-	Other Areas

H	-	International Regularly Schedule Airline Service Criteria

I	-	2010 Plan

J	-	Premises

K	-	Guidelines for Administering Validated Airport Parking

L	-	Regional Aircraft Parking Plan

M	-	Indirect Cost Center Allocations

N	-	Illustration of Calculation of Rents, Fees, and Charges

O	-	Initial Rentable Square Footage

P	-	Maintenance Responsibility Matrix

Q	-	Regional Terminal Square Footage

R	-	FIS Bag Belt Enclosure

S	-	Terminal Building Self-Liquidating Projects

T	-	Month to Month Premises

AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT

THIS AGREEMENT (hereinafter referred to as “Agreement” or “Airline Operating Agreement and Terminal Building Lease”), effective as of January 1, 1999, by and between the Metropolitan Airports Commission, a public corporation under the laws of the State of Minnesota (hereinafter referred to as “MAC” or “Commission”), and Northwest Airlines, Inc. a corporation organized and existing under the laws of the State of Minnesota and authorized to do business in the State of Minnesota (hereinafter referred to as “AIRLINE”).

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

WHEREAS, AIRLINE operates an Air Transportation Business (as hereinafter defined) and desires to use or lease from MAC certain premises and facilities and to acquire from MAC certain rights and privileges in connection

with its use of the Airport;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, MAC and AIRLINE agree as follows:

I. DEFINITIONS

A. DEFINITIONS

1. “Affiliated Airline” means an Airline other than AIRLINE that (a) operates aircraft of 72 passenger seats or less at the Airport and is party to a code share agreement with AIRLINE applicable to such Airline’s flights to and from the Airport, (b) has signed an Airline Operating Agreement and Terminal Building Lease similar to the form of this Agreement, and (c) has been designated in writing by AIRLINE as an “affiliate” of AIRLINE.

2. “Air Operations Area” and “AOA” shall be interchangeable terms and both terms shall mean any area of the Airport used or intended to be used for landing, taking off, or surface maneuvering of aircraft, including the tug drive and all other areas shown on Exhibit A or as amended by the Executive Director, within that portion of the Airport which is enclosed by fencing, walls, or other barriers and to which access is controlled through designated entry points, but excluding all exclusive leasehold areas.

3. “Air Transportation Business” means the carriage by aircraft of persons or property as a common carrier for compensation or hire, or the carriage of mail by aircraft in commerce, and activities directly related thereto.

4. “AIRLINE” means the entity that has executed this Agreement.

5. “Airline” means an entity (including AIRLINE) that operates an Air Transportation Business at the Airport.

6. “Airport” means Minneapolis-St. Paul International Airport located in Hennepin County, Minnesota, including but not limited to those contiguous and non-contiguous areas shown on Exhibit A attached hereto and incorporated herein, together with any additions thereto, or improvements or enlargements thereof, hereafter made, whether contiguous or not.

7. “Airport Cost Centers” means areas of the Airport and the Airport System to be used in accounting for airport revenues and expenses and for calculating and adjusting certain rents, fees, and charges described herein, as shown in Exhibits B, C, D, E, F and G as such areas now exist or may hereafter be modified or extended, and as more particularly described below. Such Exhibits B, C, D, E, F and G shall be updated periodically to reflect changes to Airport Cost Centers.

a. “Airfield” means the runways, taxiways, approach and clear zones, safety areas, infield areas, landing and navigational aids, and other facilities and land areas which are not leased to any entity and are required by or related to aircraft operations (landings, takeoffs, and taxiing) at the Airport and other facilities as generally shown on Exhibit B including, but not limited to, the control tower, roads, tunnels, and collection and processing facilities for deicing agents and shall include on-Airport noise costs and Off-Airport Aircraft Noise Costs, but excluding any areas under lease at any time.

b. “Terminal Building” means the passenger terminal buildings known as the Lindbergh Terminal, the Regional Terminal, the Southwest Addition, Red Concourse, Blue Concourse, and Green Concourse as shown on Exhibit C, including the Temporary Regional Terminal and related facilities at the Airport including, but not limited to, underground parking beneath the Lindbergh Terminal, a portion of the auto rental/parking/terminal people mover, the Ground Transportation Center (the “GTC”), skyways, and the Energy Management Center, together with additions and/or changes thereto (but excluding the Gold Concourse, but including the IAF).

c. “Terminal Apron” and “Terminal Ramp” shall be interchangeable terms and both terms shall mean the aircraft parking apron serving both the Terminal Complex and the commuter airlines, which latter area is known as the Regional Ramp, as shown on Exhibit D, together with any additions and/or changes thereto.

d. “Gold Concourse” means the original Loading Pier A which consists of gates 1-9, the Loading Pier A Extension which consists of the balance of the gates (gates 10 through the end of the concourse), and the Gold World Club, all as more specifically depicted on Exhibit E.

e. “Humphrey Terminal” means the Hubert H. Humphrey Terminal building located on 34th Avenue South at the Airport or any replacement facility.

f. “International Arrivals Facility” or “IAF” shall be interchangeable terms and both terms shall mean the space in the Terminal Complex utilized for the arrival and departure of international flights, all as more specifically depicted on Exhibit C.

g. “Reliever Airports” means the general aviation airports owned and operated by Commission, including but not limited to St. Paul Downtown Airport, Flying Cloud Airport, Crystal Airport, Anoka County-Blaine Airport, Lake Elmo Airport, and Airlake Airport.

h. “Landside Area” means the upper and lower level terminal roadways, the inbound and outbound terminal roads, the commercial lane, rental car service and storage areas, a portion of the auto rental/parking/terminal people mover, rental car ready/return areas, skyways, and the automobile parking areas (except the underground parking beneath the Lindbergh Terminal) at the Airport as shown on Exhibit F.

i. “Equipment Buildings” means the building and ground areas at the Airport provided for the storage of equipment owned and/or rented/leased by MAC including, but not limited to, shops, storage facilities, and vehicle parking areas.

j. “ARFF” means the building and ground areas at the Airport provided for aircraft rescue and fire fighting functions.

k. “Police” means the building and ground areas at the Airport provided for police functions.

l. “Administration” means the building and ground areas at the Airport provided for MAC administration activities including, but not limited to, the general office building and the Terminal Building.

m. “Other Areas” means all other direct cost building and ground areas at the Airport provided for general aviation, cargo, aircraft maintenance, and other aviation- and nonaviation-related activities as shown on Exhibit G.

8. “Airport Bonds” means general airport revenue bonds, general obligation bonds, commercial paper, and other forms of indebtedness incurred or assumed by the Commission in connection with the ownership or operation of the Airport System and payable from MAC revenues.

9. “Airport Grants” means those moneys contributed to the Commission by the United States or any agency thereof, or by the State of Minnesota, or any political subdivision or agency thereof, to pay for all or a portion of the cost of a Capital Project.

10. “Airport System” means the Airport and the Reliever Airports.

11. “Capital Cost” (or a phrase of similar import) means the sum of (a) project costs, which includes any expenditures to acquire, construct, or equip a Capital Project, together with related costs such as planning fees, architectural and engineering fees, program management fees, construction management fees, fees for environmental studies, testing fees, inspection fees, impact fees, other direct and allocable fees, and interest during construction, and (b) financing costs, if any, such as capitalized interest, costs of issuance, and funding of mandatory reserves with bond proceeds. In the case of estimates, Capital Costs also include an allowance for contingencies.

12. “Capital Project” means (a) the acquisition of land or easements; (b) the purchase of machinery, equipment, or rolling stock; (c) the planning, engineering, design, and construction of new facilities; (d) the remediation of environmental contamination, including noise mitigation, or expenditures to prevent or protect against such contamination; or (e) the performance of any extraordinary, non-recurring major maintenance of existing facilities that may be acquired, purchased, or constructed by Commission to improve, maintain, or develop the Airport; provided, however, that any single item of the foregoing has a Capital Cost of $100,000 or more and a useful life in excess of three years.

13. “Capital Outlay” means any item that fails to meet the cost threshold and useful life criterion necessary to qualify as a Capital Project.

14. “Commission” and “MAC” shall be interchangeable terms and both terms shall mean the Metropolitan Airports Commission, a public corporation organized and operating pursuant to Chapter 500, Laws of Minnesota 1943 and amendments thereto.

15. “Common Use Formula” means a formula that prorates the cost of a service or space, excluding the Regional Ramp, among those Airlines actually using the service or space as follows: 20 percent of the cost equally among each such Airline and 80 percent of the cost on the basis of that proportion which the number of each such Airline’s Enplaned Passengers at the Airport bears to the total number of Enplaned Passengers of all such Airlines at the Airport; provided, however, that Airlines that only operated aircraft with 40 seats or less during the relevant period will be excluded from the proration of the 20 percent of costs, but included in the proration of 80% of costs.

16. “Current Cost Estimate” means as of the date of the estimate, the total project costs in then current dollars, for one or more or all of the 2010 Plan Airfield Programs, as the context shall determine, as estimated by MAC. The Current Cost Estimate shall reflect actual costs for completed projects, bid amounts when available, and change orders accepted by MAC (including contingencies).

17. “Coverage Account” means the Coverage Account established and maintained pursuant to the terms of the Trust Indenture.

18. “Date of Beneficial Occupancy” or “DBO” means the earlier of (a) the date on which the Commission certifies that Premises or Capital Project are available for beneficial use or (b) the date on which beneficial use is first made of Premises or Capital Project; provided, however, that with respect to land and other non-depreciable assets, the date on which beneficial occupancy occurs is the date of closing.

19. “Deplaned Passenger” means all terminating passengers and online or interline transfer passengers deplaned at the Airport, but excluding Through Passengers and Non-Revenue Passengers.

20. “Executive Director” means Commission’s Executive Director or such other person designated by the Executive Director to exercise functions with respect to the rights and obligations of Commission under this Agreement.

21. “Enplaned Passengers” means all Originating Passengers and connecting passengers boarded at the Airport, including passengers traveling on frequent flyer coupons, but excluding Through Passengers and Non-Revenue Passengers.

22. “Environmentally Regulated Substances” means any elements, compounds, pollutants, contaminants, or toxic or Hazardous Substances, material or wastes, or any mixture thereof, regulated pursuant to any Environmental Law, including but not limited to products that might otherwise be considered of commercial value, such as asbestos, polychlorinated biphenyls, petroleum products and byproducts, glycol and other materials used in de-icing operations.

23. “Environmental Law (or Laws)” means any case law, statute, rule, regulation, law, ordinance or code, whether local, state or federal, that regulates, creates standards for or imposes liability or standards of conduct concerning any element, compound, pollutant, contaminant, or toxic or Hazardous Substance, material or waste, or any mixture thereof, including but not limited to products that might otherwise be considered of commercial value, such as asbestos, polychlorinated biphenyls and petroleum products and byproducts. Such laws shall include, but not be limited to, the National Environmental Policy Act (“NEPA”) 42 U.S.C.

Section 4321 et seq., the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq., the Federal Water Pollution Control Act (“FWPCA”), 33 U.S.C. Section 1251 et seq. the Federal Clean Air Act (“FCAA”), 42 U.S.C. Section 7401 et seq., the Toxic Substances Control Act (“TSCA”), 15 U.S.C. Section 2601 et seq., the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 et seq., and any amendments thereto, as are now or at any time hereafter may be in effect, as well as their state and local counterparts, including but not limited to the Minnesota Environmental Response and Liability Act (“MERLA”), Minn. Stat. Section 115B, the Minnesota Petroleum Tank Release Clean Up Act (“MPTRCA”), Minn. Stat. Section 115C, and the Minnesota Environmental Rights Act (“MERA”), Minn. Stat. Section 116B.

24. “FAA” means the Federal Aviation Administration of the U.S. Government or any federal agencies succeeding to its jurisdiction.

25. “Fiscal Year” refers to Commission’s fiscal year and means the twelve-month period commencing on January 1 and ending December 31.

26. “Facilities Construction Credit” and “Facilities Construction Credits” shall mean the amounts resulting from an arrangement embodied in a written agreement of the MAC and an Airline pursuant to which the MAC permits such Airline to make a payment or payments to the MAC which is reduced by the amount owed by the MAC to such Airline as a result of such Airline upfronting and paying for the cost of construction of MAC improvements under such agreement, resulting in a net payment to the MAC by such Airline. The “Facilities Construction Credit” shall be deemed to be the amount owed by the MAC under such agreement which is “netted” against the payment of such Airline to the MAC.

27. “Ground Handling” means providing airside services to an aircraft, including, but not limited to, wing walkers, marshalling, lavatory services, aircraft cleaning and maintenance, luggage transfer and providing catering supplies, but not including fueling or any services provided directly to passengers in the Terminal Complex other than baggage handling.

28. “Hazardous Substances” shall be interpreted in the broadest sense to include any and all substances, materials, wastes, pollutants, oils or governmental regulated substances or contaminants as defined or designated as hazardous, toxic, radioactive, dangerous, or any other similar term in or under any of the Environmental Laws, including but not limited to asbestos and asbestos containing materials, petroleum products including crude oil or any fraction thereof, gasoline, aviation fuel, jet fuel, diesel fuel, lubricating oils and solvents, urea formaldehyde,

flammable explosives, PCBs, radioactive materials or waste, or any other substance that, because of its quantity, concentration, physical, chemical, or infectious characteristics may cause or threaten a present or potential hazard to human health or the environment when improperly generated, used, stored, handled, treated, discharged, distributed, disposed, or released. Hazardous Substances shall also mean any hazardous materials, hazardous wastes, toxic substances, or regulated substances under any Environmental Laws.

29. “International Regularly Scheduled Airline Service” means a status of international service as determined by MAC according to Exhibit H.

30. “Maximum Certificated Gross Landing Weight” means the maximum gross landing weight in thousand-pound units based on the current FAA Type Certificate Data Sheet applicable to the particular type, design, and model of aircraft.

31. “Majority-In-Interest” (“MII”) means the Signatory Airlines who (a) represent no less than 50 percent in number of the Signatory Airlines operating at the time of the voting action and (b) paid no less than 40 percent of landing fees incurred by Signatory Airlines during the preceding Fiscal Year. No Airline shall be deemed a Signatory Airline for the purpose of determining a Majority-In-Interest so long as the Commission has given written notice of an event of default to such Airline and the event of default is continuing at the time of the voting action.

32. “Non-Revenue Passengers” means passengers from whom the AIRLINE receives no remuneration or only token remuneration, including employees of an airline and others, but excluding passengers traveling on frequent flyer coupons.

33. “Off-Airport Aircraft Noise Costs” means the capital and operating costs (including legal and administrative costs), net of any amounts for off-airport aircraft noise costs received from nonsignatory airlines and/or federal and state grants, connected to the acquiring of land or interests in land within the 2005 DNL 60 contours of the Airport, soundproofing of existing public and private schools and day care facilities, public hospitals, nursing homes, private single- and multi-family residences, and other categories of land use, and implementing other programs to prevent, reduce or mitigate non-compatible land uses within the 2005 DNL 60 contours of the Airport resulting from aircraft noise emissions from turbojet aircraft. Such costs shall also include but not be limited to liabilities or responsibilities imposed upon MAC for noise in connection with the operation or use of the Airport, or from flights to or from the Airport, or from aircraft thereon, or from takings or any other causes of action related to aircraft noise or for settlement of claims based on such causes of action.

34. “Operation and Maintenance Expenses” (or a phrase of similar import) means, for any Fiscal Year, the costs incurred by the Commission to operate, maintain, and administer the Airport System, including but not limited to items a through j listed below, but excluding operation and maintenance reserves and an optional Coverage Account associated with the planned bond issues after January 1, 1999 in connection with the financing of the 2010 Plan as shown on Exhibit I.

a. Personnel costs, including salaries and wages of Commission employees and temporary workers (including overtime pay), together with payments or costs incurred for associated payroll expenses such as life, health, accident, and unemployment insurance premiums; contributions to pension funds, retirement funds, union funds, and unemployment compensation funds; vacation and holiday pay; post-retirement benefits; and other fringe benefits;

b. Costs of materials, supplies, machinery and equipment, and other similar expenses, which are not capitalized under generally accepted accounting principles as evidenced by a written opinion of MAC’s independent auditors;

c. Costs of maintenance, landscaping, decorating, repairs, renewals, and alterations, which are not reimbursed by insurance and which are not capitalized under generally accepted accounting principles as evidenced by a written opinion of MAC’s independent auditors;

d. Costs of water, electricity, natural gas, fuel oil, telephone service, and all other utilities and services whether furnished by the Commission or furnished by independent contractors and purchased by the Commission;

e. Cost of operating services, including services for stormwater, airport shuttle bus, service agreements, and other cost of operating services;

f. Costs of premiums for insurance covering the Airport System and its operations maintained by MAC pursuant to this Agreement;

g. Costs incurred in collecting and attempting to collect any sums for the Commission in connection with the operation of the Airport System and the write-off of bad debts;

h. Except to the extent capitalized the compensation paid or credited to persons or firms engaged by the Commission to render advice and perform architectural, engineering, program management, construction management, financial, legal,

accounting, testing, or other professional services in connection with the operation of the Airport System;

i. Except to the extent capitalized, the fees of trustees and paying agents, and all other fees and expenses incurred in order to comply with the provisions of a master or supplemental trust indenture; and

j. All other expenses, which arise out of the operation of the Airport System and which are properly regarded as operating expenses under generally accepted accounting principles, provided, however, that Operation and Maintenance Expenses shall not include any allowance for depreciation, payments in lieu of taxes, the costs of improvements, extensions, enlargements or betterments, or any charges for the accumulation of reserves for capital replacements.

35. “Original Cost Estimate” means for one or more or all of the 2010 Plan Airfield Programs, as the context shall determine, that were approved by a Majority-In-Interest of the Signatory Airlines, the amount of estimated project costs as specified in Exhibit I. The Original Cost Estimate includes contingencies, but excludes financing costs, interest on bonds or on any interim financing obtained by MAC to finance the 2010 Plan, and other deposits and reserves.

36. “Originating Passengers” means Airline passengers for whom the Airport is the point of origin in their air travel itinerary.

37. “Passenger Facility Charges” or “PFCs” means those charges on AIRLINE’s passengers using the Airport authorized under Section 111 3(e) of the Federal Aviation Act of 1958, as amended by Section 9110 of the Omnibus Budget Reconciliation Act of 1990 (Pub. L. 101-508, 49 U.S.C. App. Section 1513), or any successor program authorized by federal law, and the rules and regulations promulgated thereunder (14 C.F.R. Part 158, hereafter the “PFC Regulations”).

38. “Premises” means the areas at the Airport leased by AIRLINE pursuant to this Agreement, as set forth in Exhibit J.

39. “Rentable Space” means the space in the Terminal Building available for lease to Airlines, concessionaires, and other rent-paying tenants and for public automobile parking. Rentable Airline space is separated into the following categories:

a. “Exclusive Use Space” means space leased by an Airline for its exclusive use and occupancy.

b. “Preferential Use Space” means space leased by an Airline on a preferential basis.

c. “Common Use Space” means space used by an Airline in common with all other Airlines using the space.

40. “Rules and Regulations and Ordinances” means rules, regulations, and ordinances adopted by the Commission pursuant to Minn. Stat. 473.608 et seq. and rules pursuant to such rules, regulations, and ordinances.

41. “Security Area” means the Security Identification Display Area, the Air Operations Area, and any other area defined by the FAA or MAC as an area of restricted access requiring display of appropriate MAC-issued or MAC-approved security identification for unescorted access rights.

42. “Security Identification Display Area” or “SIDA” (or a phrase of similar import) means that area defined as such in the Master Security Program adopted by MAC, approved by the FAA, and amended from time to time.

43. “Signatory Airlines” means Airlines that have executed agreements with the Commission substantially the same as this Agreement.

44. “Stage 2 Operation” means a landing-and-takeoff cycle conducted using a Stage 2 aircraft. A Stage 2 aircraft is determined in accordance with Section 36.1(f), Title 14, Code of Federal Regulations, and Federal Aviation Administration Advisory Circular 36-3G, ESTIMATED AIRPLANE NOISE LEVELS IN A-WEIGHTED DECIBELS, or successor documents.

45. “Stage 3 Operation” means a landing-and-takeoff cycle conducted using a Stage 3 aircraft. A Stage 3 aircraft is determined in accordance with Section 36.1(f), Title 14, Code of Federal Regulations, and Federal Aviation Administration Advisory Circular 36-3G, ESTIMATED AIRPLANE NOISE LEVELS IN A-WEIGHTED DECIBELS, or successor documents.

46. “Terminal Complex” means the passenger terminal facilities consisting of the Terminal Building, the Gold Concourse, and the International Arrivals Facility.

47. “Through Passengers” means Airline passengers for whom the Airport is an intermediate stop in their itinerary between their point of origin and their point of destination, which intermediate stop does not involve a change of plane.

48. “Total Landed Weight” means the sum of the Maximum Certificated Gross Landing Weight for all aircraft arrivals over a stated period of time. Said sum shall be rounded to the nearest thousand pounds for all landing fees.

49. “Trust Indenture” means the Master Trust Indenture between the Commission and Norwest Bank, Minnesota, N.A., as Trustee, dated as of June 1, 1998 (for purposes of this Agreement, without giving effect to any amendments thereto).

50. “2010 Plan” means the construction, acquisitions, and improvements to the Airport System, as described in Exhibit I, as such may be revised from time to time.

51. “2010 Plan Airfield Programs” means the programs in the 2010 Plan that are subject to and have been approved by a Majority-In-Interest of the Signatory Airlines, as described in Exhibit I.

52. “VIP Club” means an area or areas designated by the Commission which AIRLINE has made available primarily for seating of a select group of members and their guests, as well as members (and their guests) of VIP Clubs of other Airlines under reciprocal agreements with such other Airlines, for which there is a daily or annual membership fee paid by the users in an amount consistent with industry standards.

B. HEADINGS AND CROSS REFERENCES

References in the text of this Agreement to articles, sections, or exhibits of this Agreement, unless otherwise specified, are for convenience in reference and are not intended to define or limit the scope of any provisions of this Agreement.

II. TERM

The term of this Agreement shall begin as of the effective date of this Agreement and end December 31, 2010, except as expressly provided herein (hereinafter referred to as the “Term”), and the rents, fees, and charges established in this Agreement shall apply to said Term.

III. USE OF THE AIRPORT

A. AIRLINE RIGHTS

AIRLINE shall have the following rights to use the Airfield and the Premises for the conduct of AIRLINE’s Air Transportation Business at the Airport. These rights are subject to the terms of this Agreement and to MAC Rules and Regulations and Ordinances. These rights are as follows:

1. To land upon, takeoff from, and fly over the Airport using aircraft operated by AIRLINE in areas designated for such purposes by MAC; provided, however, that effective January 1, 2000, AIRLINE agrees not to conduct any Stage 2 Operation at the Airport.

2. To taxi, tow, and park aircraft operated by AIRLINE in areas designated for such purposes by MAC. Subject to reasonable Rules and Regulations and Ordinances, AIRLINE may operate regional jets on the Terminal Apron, but pursuant to Commission policy AIRLINE may not operate turbo prop aircraft on any portion of the Terminal Apron other than the Regional Ramp.

3. To provide the following services for itself and any Affiliated Airlines and, either directly or through an Airline consortium or an approved handling agreement, for other Airlines, either by itself or in conjunction with other Signatory Airlines:

a. Passenger handling services, including enplaning and deplaning passengers, handling reservations, ticketing, billing, manifesting, baggage check-in, interline and lost baggage services, and other services necessary to process passengers and baggage for air travel.

b. Ground Handling.

c. Aircraft and equipment services, including services to repair, maintain, test, park, and store aircraft and ground support equipment.

d. Operational services, including de-icing aircraft and ramp services, dispatching and communication services, and meteorological and navigational services.

e. Porter services.

f. Security screening services; provided that the level and quality of such services shall meet or exceed the level and quality of such services at comparable airports.

g. Mail, freight, and express package services.

4. To train personnel in the employ, or working under the direction, of AIRLINE or of any other Airline; but only to the extent that such training is incidental to the conduct of AIRLINE’s Air Transportation Business at the Airport.

5. To sell, lease, transfer, dispose, or exchange AIRLINE’s aircraft, aircraft engines, aircraft accessories, other equipment, and supplies to any other party, but only to the extent that such activities are incidental to the conduct of AIRLINE’s Air Transportation Business at the Airport.

6. To acquire by purchase or otherwise any goods or services required by AIRLINE in the conduct of its Air Transportation Business at the Airport from any supplier, contractor, or Signatory Airline subject to the conditions of this Agreement.

7. To install and maintain in AIRLINE’s Exclusive and Preferential Use Premises at AIRLINE’s sole cost and expense, signs, posters, displays, banners, pamphlets, and other materials that identify and promote AIRLINE’s Air Transportation Business or that identify and promote AIRLINE’s Air Transportation Business and one or more of AIRLINE’s partners in a joint marketing program. Such signs shall be constructed, installed and maintained consistent with professional, first class standards. AIRLINE shall not place such signs, posters, displays, banners, pamphlets and other materials outside of AIRLINE’s Exclusive and Preferential Use Premises without MAC’s prior written consent. Any signs in violation of this Section may be removed by MAC.

8. To install, maintain and operate at no cost to MAC, alone or in conjunction with any other Signatory Airline, radio communication, computer, meteorological and aerial navigation equipment and facilities on AIRLINE’s Premises; provided, however, that any such future installations shall be subject to the prior written approval of MAC (not to be unreasonably withheld).

9. To maintain and operate directly or through a subcontractor a kitchen or other plant without cost to MAC within areas leased to it at the Airport outside of the Terminal Complex for the purpose of preparing and dispensing in-flight food and beverages (for consumption by passengers and crews on board aircraft of AIRLINE or any Affiliated Airline), including alcoholic beverages subject to procuring licenses and insurance therefor.

a. To maintain combination lunch and locker rooms in AIRLINE’s Exclusive Use Premises for use by AIRLINE’s employees.

10. To install, maintain, and operate customer relations, security and holdroom facilities and equipment, administrative offices, crew facilities, ready rooms, operations offices, training facilities, and related facilities, and to install personal property, including furniture, furnishings, supplies, machinery and equipment, in AIRLINE’s Exclusive Use Premises.

11. To have ingress to and egress from the Airport and AIRLINE’s Premises for AIRLINE’s officers, employees, agents, contractors, passengers, and invitees, including furnishers of goods and services.

12. To use, for the benefit of AIRLINE’s employees who perform substantially all of their work at the Airport, vehicular parking areas not leased by AIRLINE designated by MAC, subject to the right of MAC to relocate the same from time to time and to levy reasonable charges for the use thereof.

13. To obtain Garage Parking Cards pursuant to MAC’s Guidelines for Administering Validated Airport Parking, which are incorporated herein as Exhibit K.

14. To install soft drink vending machines and snack vending machines in that section of AIRLINE’s Premises which are not intended to be open to the general public for the sole use of AIRLINE’s officers, employees and agents. Vending machines shall not be within the view of the general public and locations of all vending machines installed after the date of this Agreement are subject to the prior written approval of MAC.

15. To operate a VIP Club or Clubs in areas authorized by this Agreement subject to the following restrictions: (a) AIRLINE may provide food, beverage, newspapers and magazines to Club users provided that it is without charge; provided that alcoholic beverages may be sold if provided by MAC or MAC’s concessionaires or, subject to any restrictions contained in the existing agreement between MAC and Host International, Inc. (which rights will not be extended past December 31, 2003 or granted to another party) if a concessions fee is paid to MAC in an amount equal to twelve percent (12%) of gross sales; (b) AIRLINE may provide Club users access to telephones, facsimile machines, copy machines and including computer access and access to the internet via data ports; (c) AIRLINE may rent conference rooms, which are no larger than 300 square feet each and a maximum of 1,000 square feet per Club, to VIP Club users only. AIRLINE may not install cash machines or vending machines, sell merchandise or conduct any other retail business within a VIP Club. No other services may be provided unless prior written approval is obtained from the Executive Director.

16. To install telephones, facsimile machines, and other telecommunications devices and conduit in AIRLINE’s Premises that are not accessible to the public.

17. To install one or more of the following: flight information display systems (“FIDS”), baggage information display systems (“BIDS”), or ramp information display systems (“RIDS”) in the Premises and other areas approved by the Executive Director at no cost to MAC, provided, however, that MAC may, in connection with its installation of a multiple

user flight information display system (“MUFIDS”) in the Terminal Complex, purchase the FIDS system currently being developed by Northwest Airlines at a mutually agreed upon price. Northwest agrees that: (a) this system will interface with other Airlines serving the Airport, (b) this system will utilize a technical approach which provides flight data across a local area network (“LAN”) that meets MAC and Northwest requirements, (c) architectural details of the installation of this system must be approved by MAC, and (d) MAC may participate in the supplier selection process for this system.

18. To install self-service ticketing devices (“SSDs”) in areas approved by the Executive Director and added to the Premises.

19. To maintain and operate without cost to MAC a reasonable amount of air conditioning equipment, including without limiting the generality thereof the operation of air conditioning truck equipment for the air conditioning of aircraft, either alone or in conjunction with other Signatory Airlines.

B. EXCLUSIONS, RESERVATIONS, AND CONDITIONS

Except as authorized by this Agreement, AIRLINE may conduct no business on the Airport without the prior written consent of MAC.

1. Wherever under this Article III, AIRLINE or AIRLINE in conjunction with other Airlines carries on permitted operations through the agency of third persons or corporations not employees or subsidiaries of AIRLINE or of such other Airlines such third persons or corporations shall first be approved by the Executive Director in writing, which approval will not be unreasonably withheld.

2. MAC reserves the right to contract for the sale to the public of food, beverages (including alcoholic beverages), tobacco, merchandise, personal services, and business services within the Terminal Complex, and to charge for the privilege so to do.

3. MAC reserves the right to assess the following fees and charges to suppliers of goods and services:

a. MAC may charge suppliers, including Airlines, of in-flight food and beverages and vending that are supplied to any third party other than an Affiliated Airline but not to any such third party to whom such food and beverage was supplied without charge by MAC as of April, 1998.

b. MAC shall have the right to charge suppliers to AIRLINE of goods and services, fees and rentals for exclusive use of MAC property or improvements thereon or, as to suppliers not under contract with

AIRLINE, when their use is such as to constitute the performance of a commercial business at the Airport.

c. MAC shall have the right to charge ground transportation companies, including AIRLINE, or ground transportation companies under agreement with AIRLINE, if regularly engaged in ground transportation business, for ground transportation of passengers or others to or from the Airport.

4. AIRLINE shall take all reasonable steps within its control so as not to interfere with the effectiveness or accessibility of the drainage and sewage system, electrical system, air conditioning system, fire protection system, sprinkler system, alarm system, fire hydrants and hoses, if any, installed or located on or within the Premises or the Airport.

5. AIRLINE shall not do or permit to be done any act upon the Airport that will invalidate or conflict with any fire or other casualty insurance policies of MAC covering the Airport or any part thereof.

6. AIRLINE shall not dispose of or permit any other person to dispose of any waste material taken from or products used (whether liquid or solid) with respect to its aircraft into the sanitary or storm sewers at the Airport unless such waste material or products first be properly treated by equipment installed for that purpose or otherwise disposed of pursuant to law. All such disposal shall comply with regulations of the United States Department of Agriculture and shall be in compliance with this Agreement.

7. AIRLINE shall not keep or store, during any 24-hour period, flammable liquids within the enclosed portion of the Premises in excess of AIRLINE’s working requirements during said 24-hour period, except in storage facilities and containers especially constructed for such purposes in accordance with standards established by the National Board of Fire Underwriters and approved by a governmental agency with authority to inspect such facilities for safety compliance. Any such liquids having a flash point of less than 100° shall be kept and stored in safety containers of a type approved by the Underwriters Laboratories.

8. AIRLINE shall promptly remove and dispose of any disabled aircraft that obstruct any part of the Airport, including any parts thereof, subject, however, to any requirements or direction by the National Transportation Safety Board, the FAA, or the Executive Director that such removal or disposal be delayed pending an investigation of an accident. AIRLINE consents that the Executive Director may take any and all necessary actions to effect the prompt removal or disposal of any disabled aircraft that obstructs any part of the Airport; that any costs incurred by or on behalf of the Airport for any such removal or disposal of any aircraft shall be paid by AIRLINE to MAC; that any claim for compensation against MAC, and any of its officers, agents, or employees, for any and all loss

or damage sustained to any such disabled aircraft, or any part thereof, by reason of any such removal or disposal is waived; and that AIRLINE shall indemnify, hold harmless, and defend MAC, and all of its officers, agents, and employees against any and all liability for injury to or the death of any person, or for any injury to any property arising out of such removal or disposal of said aircraft.

9. Unless otherwise authorized by this Agreement, AIRLINE shall not maintain or operate on the Airport a cafeteria, restaurant, bar, or cocktail lounge, stand, or any other facility for the purpose of providing (and AIRLINE shall not otherwise provide) food, beverages, tobacco, or merchandise for sale to the public.

10. MAC has provided for underground aircraft fueling facilities under agreements with Airlines and other users which agreements control as to installation, maintenance, and operation of the fueling facilities on the Terminal Apron and the Airport.

11. MAC may prohibit the use of the Airfield or Terminal Apron by any aircraft operated or controlled by AIRLINE which exceeds the design strength of the paving of the Airfield or Terminal Apron facilities, so long as such prohibition also extends to similar aircraft operated by other Airlines.

12. Except as otherwise authorized by this Agreement, AIRLINE shall not install, maintain or operate in the Terminal Complex, or permit the installation, maintenance, or operation in the Terminal Complex, of any vending machine or device designed to dispense or sell food, beverages, tobacco, or merchandise of any kind.

13. Access to or egress from the Airport and the AIRLINE’s Premises shall not be used, enjoyed, or extended to any person engaging in any activity or performing any act or furnishing any service for or on behalf of AIRLINE that is not authorized under the provisions of this Agreement unless expressly authorized by MAC.

14. Subject to AIRLINE’s consent, MAC retains the right to install all public telephones, facsimile machines, and other telecommunications devices and conduit in the Premises leased to AIRLINE, and to collect the proceeds therefrom.

15. MAC may designate points at which all-cargo flights may load and unload.

16. Except as otherwise authorized by this Agreement, AIRLINE shall not sell, take orders for, or deliver duty free merchandise and international travel merchandise on any outbound flight from the Airport under a program in which AIRLINE solicits or accepts order for purchase by passengers of duty

free merchandise at any time prior to the departure of AIRLINE’s aircraft on the outbound flight from the Airport.

17. AIRLINE shall not contract to provide Ground Handling services and shall not permit the use of its Premises through a Ground Handling agreement without the advance written approval of MAC.

C. USE OF THE INTERNATIONAL ARRIVALS FACILITY

MAC will control prioritization and utilization of the IAF and associated gates for international arrivals by Airlines providing International Regularly Scheduled Airline Service and may develop prioritization procedures not inconsistent with the terms of this Agreement. The provisions in this Section C. shall continue through December 31, 2015.

1. In order to use the International Arrivals Facility, AIRLINE must maintain its status as International Regularly Scheduled Airline Service. AIRLINE shall provide MAC a detailed written certification for each numbered element on Exhibit H, upon MAC’s request. MAC retains the right to verify the status of AIRLINE and determine whether AIRLINE qualifies as International Regularly Scheduled Airline Service.

2. Gates 1 through 9 and associated passenger loading bridges, ramp access and lobby and baggage facilities on the Gold Concourse currently leased by Northwest Airlines, Inc. (hereinafter referred to as “Northwest” or “Northwest Airlines”) shall be made available for access to the International Arrivals Facility based on the following priority of use:

a. International Regularly Scheduled Airline Service as defined in Exhibit H.

b. Northwest or a Northwest Affiliated Airline domestic arrivals and departures.

c. Non-scheduled irregular or delayed international charter arrivals when theexpected delay for the flight to use the Humphrey Terminal facility will exceed 90 minutes and the use of an IAF gate will not interfere with the scheduled use of that gate. Such interference shall be defined as the overlap of the non-scheduled use with the scheduled use such that the scheduled flight will have to be relocated to another concourse for its operation or will have to wait for a gate due to the unavailability of any gate. Use of an IAF gate by a non-scheduled flight is subject to Northwest’s approval; such approval is not to be unreasonably withheld or delayed. Northwest shall designate an individual on site to give necessary approvals.

3. Northwest shall provide all Ground Handling at the IAF gates subject to air carrier self-handling rights contained in AIP grant assurances, at rates that do not exceed those specified in the Mutual Assistance Ground Service Agreement, and Northwest shall also provide reasonable access for air carriers to data and communications systems at gates 1-9. Northwest shall be responsible for the operation and maintenance of security checkpoints, provided that invoices for third party maintenance of security equipment shall be submitted directly to MAC for payment.

4. No Airline aircraft will remain on gates 1-9 over two hours if a narrow-body or three hours if a wide-body. Northwest will coordinate any moving of aircraft with MAC’s operations department, FAA and appropriate federal inspections agencies. No Airline aircraft will remain on gates 1-9 beyond the times specified above if a gate is needed by another air carrier pursuant to the priority schedule set forth above.

5. AIRLINE, if it self-handles, or Northwest, if it provides Ground Handling to AIRLINE, on gates 1-9, shall handle and dispose of all international waste on AIRLINE’s aircraft in accordance with the requirements of the United States Department of Agriculture.

6. Northwest shall be responsible for all maintenance, repair, and operation of MAC jet bridges provided by MAC as part of the IAF. Northwest shall make the MAC jet bridges available for use by all users of the IAF without additional charge.

IV. PREMISES

A. LEASED PREMISES

For the Term of this Agreement, MAC, in consideration of the compensation, covenants, and agreements set forth herein to be kept and performed by AIRLINE, hereby leases to AIRLINE, upon the conditions set forth in this Agreement, the areas in the Terminal Complex as described and identified in Exhibit J and the initial assignment of aircraft parking positions as described and identified in Exhibit D. AIRLINE shall lease these areas on an Exclusive, Preferential, or Common Use basis as follows:

Ground Transportation Center Offices		Exclusive
Ticket counter and office		Exclusive
Baggage make-up area and claim office		Exclusive
VIP Clubs		Exclusive
Operations areas		Exclusive
Enclosed storage areas		Exclusive
Holdroom		Preferential
Aircraft parking positions on Terminal Apron		Preferential
Regional Ramp - MAC		Common
Regional Ramp - Northwest Airlines		Preferential
Tug drive		Common
Inbound baggage area		Common
Baggage claim area		Common
IAF sterile circulation corridor		Common
IAF Inspections Area		Common
IAF baggage claim		Common
IAF ticketing and baggage recheck		Common

In addition, MAC leases space to Northwest Airlines, Inc. in the Gold Concourse and the Temporary Regional Terminal as set forth herein.

MAC and AIRLINE may, from time to time, add, subject to availability, additional space to the various Premises of AIRLINE by jointly executing revised Exhibits J or D as appropriate. Space added to AIRLINE’s Premises shall be subject to all of the terms, conditions, requirements, and limitations of this Agreement and AIRLINE shall pay to MAC all rents, fees, and charges applicable to such additional space in accordance with the provisions of this Agreement.

B. EXCLUSIVE/PREFERENTIAL LEASED AREAS

1. MAC will provide existing space to AIRLINE in “as is” condition. MAC will provide the following for any newly constructed space:

a. TERMINAL BUILDING - MAIN FLOOR TICKETING COUNTER AND OFFICES BEHIND TICKETING AREAS.

1) Finished flooring, finished acoustical tile ceiling, entrance doors and walls enclosing gross rental area. The floor immediately behind ticket counter shall be surfaced with terrazzo flooring or an equivalent alternative upon which AIRLINE may install resilient matting.

2) Conditioned air for comfortable occupancy (meeting normal standards for offices).

3) Standard lighting fixtures installed complete for illumination not less than an average of 30 foot candles measured 30 inches from the floor, and maintenance thereof exclusive of relamping and/or relocation.

4) Finished ticket counter shell or sectional unit (front, top, ends and turrets) of plastic laminate, designed to receive AIRLINE inserts.

5) Uniform lighting fixture and airline identification signage suspended over ticket counter; letters to be supplied by AIRLINE and subject to MAC approval; maintenance of fixtures including relamping.

6) Display framing system and mounting panels on wall directly behind the ticket counter (maintenance by AIRLINE). Material displayed shall be subject to the approval of MAC.

7) Electrical service (120V - 208 AC, 3 phase, 4 wire) to panel within lease space; electrical service (120V) through duplex receptacles spaced about 6 feet apart along walls enclosing lease space; single level 3-duct floor system or conduit in offices; conduit an/or ducts from power panel and telephone cabinets to the floor duct system and ticket counter base. All other wiring, conduits, ducts and outlets in this space to be installed by AIRLINE.

b. TERMINAL BUILDING - MEZZANINE FLOOR.

1) Finished flooring, finished acoustical tile ceilings, entrance doors and walls enclosing gross rental area.

2) Conditioned air for comfortable occupancy(meeting normal standards for offices).

3) Standard lighting fixtures installed complete for illumination not less than an average of 30 foot candles measured 30 inches above floor and maintenance thereof exclusive of relamping and/or relocation.

4) Electrical service (120V-AC) through duplex receptacles about ten feet apart along walls enclosing gross rental area. All other wiring, conduits and fittings to be installed by AIRLINE.

c. TERMINAL BUILDING - GROUND FLOOR (OPERATIONS AND BAGGAGE MAKE-UP AREAS).

1) Finished concrete floors, exposed concrete structure above, standard pedestrian and manual overhead doors in unpainted concrete block walls enclosing gross rental area.

2) Standard lighting fixtures installed complete for illumination not less than an average of 30 foot candles measured 30 inches from the floor and maintenance thereof exclusive of relamping and/or relocation.

3) Electrical service (120V - 208 AC, 3 phase, 4 wire) to panel within or adjoining leased space; 120V electrical service through duplex receptacles about 15 feet apart (48 inches above floor) along walls enclosing gross rental area. All other wiring, conduits and fittings to be installed by AIRLINE.

4) Heating and ventilation meeting requirements of the Minnesota Occupational Safety and Health Administration (“OSHA”) and Uniform Building Code (“UBC”).

d. CONCOURSES - OPERATIONS AREA.

1) Finished concrete floors, exposed structure above, exterior walls, standard pedestrian and manual overhead doors, and unpainted concrete block enclosing leased area.

2) Standard lighting fixtures installed complete for illumination not less than an average 30 foot candles measured 30 inches from the floor, lighting fixtures

and maintenance thereof exclusive of relamping and/or relocation.

3) Electrical service (120V - 208 AC, 3 phase, 4 wire) to panel within or adjoining enclosed leased space; 120V electrical service through duplex receptacles about 15 feet apart (48 inches above floor) along walls enclosing leased space. All other wiring, conduit, duct, fittings and outlets in this space to be installed by AIRLINE.

4) Cold and hot water and sanitary sewer service to designated point within gross rental area, to which AIRLINE may connect and install fixtures at AIRLINE’s expense.

5) Standard fin-tube radiation, unit heaters, VAV boxes and steam and/or hot water for heating gross rental area. Packaged air conditioning units and distribution duct work for previously designated areas.

e. CONCOURSES - GATE LOBBIES.

1) Finished carpeted floor, finished acoustical tile ceilings, and painted block walls enclosing lobby.

2) Conditioned air for comfortable lobby occupancy.

3) Standard lighting fixtures installed complete for illumination not less than an average of 30 foot candles measured 30 inches from the floor, and maintenance thereof including relamping.

4) Electrical service (120V-AC) through duplex receptacles about 10 feet apart along walls enclosing gross rental area. All other wiring, conduit and fittings to be installed by AIRLINE.

2. AIRLINE will provide the following in both the main terminal building and the concourses, in addition to installation and maintenance left to the AIRLINE under Subparagraph 1 above.

a. All partitions subject to MAC approval as to materials, methods of attachment and workmanship, such construction to comply with all applicable building standards and codes for type 1 construction (fire resistive).

b. All utilities, including cost of all roughing-in, and all electrical, mechanical and plumbing fixtures for exclusive use of AIRLINE, except as provided above.

c. All furniture, equipment and fixtures necessary for the conduct of AIRLINE’s business, including ticket counter inserts, jet bridges, scales and baggage handling equipment, including housings and doors as required, signs and flight schedules, which shall be subject to approval of MAC.

d. All electrical energy consumed by AIRLINE, excluding lighting in baggage make-up area, gate lobbies, and mezzanine, to be metered separately and paid for by AIRLINE to the utilities company or MAC at rates not exceeding those published for equivalent power consumption at this location.

Electricity for lighting in baggage make-up area, gate lobbies, and mezzanine will be provided by MAC.

e. All other services and supplies not provided in Paragraph 1 of this Article IV.B. All installations by AIRLINE shall conform with the requirements of applicable local, state and federal building standards, submitted for MAC approval prior to construction, and shall be performed by competent contractors acceptable to MAC.

f. Subject to MAC approval as required herein AIRLINE may make alterations or additions in and to its leased areas and fixtures and equipment to be installed by it within the terminal building.

C. COMMON BAG CLAIM AREAS

1. MAC will provide in the common bag claim area, all on the ground floor, the following:

a. Finished carpeted floors, acoustic ceiling, finished walls, for all space excepting porter’s toilet.

b. Standard lighting fixtures providing illumination of not less than average of 30 foot candles measured 30 inches from the floor, and maintenance thereof including relamping.

c. Heating and mechanical ventilation of space.

d. Baggage claim carousels.

2. AIRLINE and other Airlines will provide the following in the common bag claim area, and shall pay the pro rata share of the cost thereof:

a. All furniture, equipment and fixtures necessary from time to time.

b. All other services and supplies not provided by MAC under Paragraph 1 above.

D. MEASUREMENT OF SPACE

In calculating the area of space to be added to or deleted from this Agreement, all measurements to determine the area of space leased or used in the Terminal Complex shall be made from the primary interior surface of the exterior walls and from the centerline to centerline of each interior wall, or, in the absence of such interior wall, the point where such said centerline would be located if such interior wall existed.

E. ACCOMMODATION OF OTHER AIRLINES

1. It is recognized by AIRLINE and MAC that from time to time during the term of this Agreement it may become necessary for the AIRLINE to accommodate another Airline (“Requesting Airline”) within its Premises or for MAC unilaterally to require AIRLINE to accommodate another Airline(s) within AIRLINE’s Premises in furtherance of the public interest of having the Airport’s capacity fully and more effectively utilized, as follows:

a. To comply with any applicable rule, regulation, order or statute of any governmental entity that has jurisdiction over MAC, and to comply with federal grant assurances applicable to MAC.

b. To implement a Capital Project at the Airport.

c. To facilitate the providing of new or additional air services at the Airport by a Requesting Airline when no Airline serving the Airport is willing to accommodate the Requesting Airline’s operational needs or requirements for facilities at reasonable costs or on other reasonable terms.

2. When responding to Subsection E.1.a. of this Article, MAC will request accommodation through an expedited procedure that will allow compliance with the rule, regulation or order. The request for accommodation will be made based on an evaluation of the most cost effective and least disruptive alternative.

Within ten (10) days of a written notice of its intent to require accommodation, AIRLINE must accept the request or notify MAC that it wishes to meet and show cause why the accommodation should not be made.

If MAC elects to proceed with the accommodation after meeting with AIRLINE, MAC shall give AIRLINE not less than thirty (30) days notice to accomplish the accommodation.

3. In responding to a request for facilities from a Requesting Airline under Subsection E.1.b. or Subsection E.1.c. of this Article, MAC shall:

a. First work with the Requesting Airline to attempt to obtain access to existing Airport capacity through one or more of the following alternatives:

1) To lease vacant space, if any is available, from MAC; or

2) To use existing Common Use Space, if any is available; or

3) To enter into a sublease or Ground Handling agreement with an existing Airline other than AIRLINE at the Airport, subject to the approval of MAC.

b. When requested so to do by MAC and only if the alternatives set forth in E.3.a. of this Article are not available, AIRLINE agrees to use reasonable efforts to accommodate the Requesting Airline’s requirements through joint use of its facilities or through a sublease or passenger handling or Ground Handling agreements. AIRLINE, in offering joint use of its facilities or offering a sublease or Ground Handling agreement to the Requesting Airline, is not required to provide facilities to the Requesting Airline that would be incompatible with AIRLINE’s (including an Affiliated Airline’s) own reasonable schedule of operations or the operations of any other Airline(s) being accommodated by AIRLINE at the time of the Requesting Airline’s request. AIRLINE may, in connection with such accommodation, require the Requesting Airline to remove any of its aircraft or passengers from the relevant gate or holdroom if the aircraft’s or passenger’s continued presence would be incompatible with AIRLINE’s (or an Affiliated Airline’s) reasonable requirements for use of the gate or holdroom.

c. MAC shall have the right to authorize other Airlines to use: (1) AIRLINE’s gates, holdroom areas, and loading bridges when such facilities are not required for AIRLINE’s scheduled flight activities (or those of a code share AIRLINE partner not in default of its obligations to MAC) using aircraft with 50 or more seats; and (2) AIRLINE’s preferential regional parking positions or regional terminal space when such positions or space are not required for AIRLINE’s scheduled flight activities (or those of a code share AIRLINE partner not in default of its obligations to MAC). Subject to a mutually acceptable agreement between MAC and AIRLINE covering such use, AIRLINE shall have the right to charge reasonable fees and to require reasonable advance payment for such use of AIRLINE’s gates, holdroom areas, and loading bridges (and any such fees not in excess of 115% of the rates and charges payable by AIRLINE hereunder for such premises shall be deemed reasonable). Also, AIRLINE shall have the right to require the Requesting Airline(s) to indemnify AIRLINE against liability arising out of such use and to provide

evidence of insurance at least equivalent to that required of AIRLINE hereunder and naming AIRLINE as an additional insured.

d. Before MAC is authorized under this Agreement unilaterally to require AIRLINE to accommodate a Requesting Airline, MAC shall first request that all parties holding or requesting access to affected space discuss accommodation with each other and MAC. Only if the parties are unable to or do not reach agreement within thirty (30) days from the time MAC requests such discussions is MAC authorized to make such a decision unilaterally regarding accommodations.

e. If the Requesting Airline fails to reach agreement with AIRLINE or any other Airline, MAC shall make a determination as to whether any Airline or Airlines have underutilized facilities or capacity available to accommodate the Requesting Airline after taking into consideration the nature and extent of those Airlines’ operations at the Airport, including any requirements for spare gates and facilities and whether there are any limitations on the nature, extent, cost, duration and extension of such accommodations.

f. In making accommodation decisions MAC shall not be arbitrary and capricious. Such determinations by MAC shall take into consideration (1) the then existing utilization of the premises (including all existing accommodation arrangements) and any bona fide plan of AIRLINE or any other Airline for the increased utilization of the premises to be implemented within twelve (12) months thereafter; (2) the need for compatibility among the current schedules, flight times, operations, operating procedures and equipment of AIRLINE or any other Airline (and its Affiliated Airlines) and those of the Requesting Airline, as well as the need for labor harmony; and (3) the effect on scheduled service carriers of accommodating charter carriers at the Terminal Complex. Any non-public information provided by AIRLINE regarding planned or proposed routes, schedules or operations shall be treated as confidential by MAC to the maximum extent permitted by law.

g. Before MAC accommodates a Requesting Airline within AIRLINE’s Premises, MAC must give AIRLINE due notice of its intent. Within ten (10) days, AIRLINE must accept accommodation of Requesting Airline or must notify MAC that it wishes to meet with MAC to show cause why the accommodation should not be made.

h. If MAC elects to proceed with the accommodation after meeting with AIRLINE, MAC shall give AIRLINE not less than thirty (30) days to accomplish the accommodation.

i. Whether AIRLINE agrees to accept the accommodation of Requesting Airline, or MAC elects to proceed with accommodation over AIRLINE’s protests, the Requesting Airline has the right and the responsibility at its expense to make improvements and alterations necessitated by the accommodation of the Requesting Airline, the scope of which shall be approved by AIRLINE and MAC. If MAC issues a decision requiring accommodation within AIRLINE’s Premises, that decision shall be a final order of MAC; AIRLINE’s continued objections may be further pursued by any means available under the law.

j. The foregoing shall not be deemed to abrogate, change, or affect any restrictions, limitations or prohibitions on assignment, subletting or use of the premises by others under this Agreement and shall not in any manner affect, waive or change any of the provisions thereof.

4. In the event of a labor stoppage or other event which results in the cessation or substantial reduction in AIRLINE’s flights operations at the Airport, AIRLINE will immediately take all reasonable efforts,including but not limited to, moving of aircraft or equipment, providing access to AIRLINE’s holdrooms and jet bridges or anything else in AIRLINE’s control, in order to accommodate the operations of other Airlines providing air service to the Airport; provided that: (a) AIRLINE at all times will have access to its premises and equipment for operational reasons and (b) AIRLINE shall not be required to take any action which would interfere with its ability to re-institute service upon cessation of labor stoppage or other event. ). Subject to a mutually acceptable agreement between MAC and AIRLINE covering such use, AIRLINE shall have the right to charge reasonable fees and to require reasonable advance payment for such use of AIRLINE’s gates, holdroom areas, and loading bridges (and any such fees not in excess of 115% of the rates and charges payable by AIRLINE hereunder for such premises shall be deemed reasonable).

5. Each Airline shall provide MAC with each published schedule change with a gate plot showing all times when aircraft are scheduled to be utilizing each gate leased to such Airline, including aircraft type, projected arrival and departure times, and point of origin or destination, including activities by subtenants or airlines being accommodated.

F. WIDE BODY AND BOEING 757 ACCESS

Notwithstanding any other provisions in this Agreement, Northwest Airlines will accommodate the requirements of any Requesting Airline for scheduled wide body or Boeing 757 (or similarly sized aircraft) service at one of its gates within the Terminal Complex, provided that: (1) Requesting Airline must not be able

physically to accommodate such wide body or Boeing 757 (or similarly sized aircraft) service on any of its own leased premises; and (2) MAC will take all reasonable efforts to provide access for any narrow body aircraft operated by Northwest which are displaced.

G. ACCESS

MAC shall have the right at any time or times to close, relocate, reconstruct, change, alter, or modify any means of access to or egress from the Airport or AIRLINE’s Premises, either temporarily or permanently; provided that MAC provides reasonable notice to AIRLINE and that a reasonably convenient and adequate means of access, ingress, and egress shall exist or be provided in lieu thereof. This right is subject to the following conditions:

1. There shall not be a net increase in AIRLINE’s Leased Area without AIRLINE’s consent.

2. MAC must consult with AIRLINE to take area away from AIRLINE.

3. Reasonable replacement facility space shall be provided.

4. Cost of work including Capital Costs associated with reestablishing AIRLINE’s facilities, to the extent they are “in kind” replacements, shall be borne by MAC and allocated to the appropriate cost center.

5. MAC shall compensate AIRLINE for the unamortized cost of any leasehold improvements to the extent that such improvements can not be reused.

6. If loss of space is 30 days or less there shall be no rent adjustment. If loss of space is temporary but greater than 30 days, AIRLINE’s rent will be proportionately abated and the amount of the rentabatement shall be allocated to the appropriate cost center. If the loss of space is permanent, the Leased Premises and corresponding rent shall be adjusted by lease amendment.

H. SHORT TERM GATES

The holdrooms, aircraft parking positions and operations space associated with Gates 41, 43, 44, 44A, 46, 76 and 77, as shown on Exhibit J (hereinafter referred to as “Short Term Gates”) shall be made available to Airlines on the following basis in order to promote Airport access on fair and reasonable terms:

1. AIRLINE shall lease Short Term Gate space under its control on the same basis as provided in this Agreement, except as provided in this Paragraph.

2. MAC may, in its discretion, cancel the lease of a Short Term Gate leased by AIRLINE if an Airline presently not leasing a gate directly from MAC or not

currently providing air service to the Airport is proposing to add additional air service and desires to lease a gate directly from MAC. The following procedures shall be followed before a Short Term Gate lease may be cancelled:

a. If an Airline presently not leasing a gate directly from MAC or not currently providing air service to the Airport is proposing to add additional air service and desires to lease a gate directly from MAC, MAC may in its discretion issue a Notice of Cancellation. The Notice of Cancellation may become effective after 90 days.

b. In the event of a decision to cancel a Short Term Gate, MAC will work with AIRLINE to attempt to accommodate AIRLINE’s schedule pursuant to the procedures of Article IV.E.3.

c. MAC may extend the time periods set forth in this provision for good cause, e.g. the unavailability of replacement jet bridges or other ground equipment.

3. In the event MAC cancels the lease of a Short Term Gate pursuant to this Paragraph, it shall compensate AIRLINE for the unamortized cost of improvements made to the leased premises of a Short Term Gate. AIRLINE shall retain and remove AIRLINE property (e.g. jet bridge or other ground equipment, computers, inserts) or may negotiate their sale.

4. The appearance of a Short Term Gate shall be “generic” i.e. generic carpet, neutral wall finishes and no distinguishing colors on the podium or backwall except as to improvements existing as of the date of this Agreement. AIRLINE may hang corporate banners or posters and name identification signs so long as they can be detached without significantly damaging the premises or AIRLINE commits to restoring the premises without cost to MAC.

5. If AIRLINE is leasing only one holdroom from MAC, it may request that MAC remove the Short Term Gate designation from a holdroom by demonstrating that it has met the following conditions:

a. AIRLINE has not been in default on any rental, security deposit, PFC or other financial obligations to MAC for any of the previous twelve consecutive months; and

b. AIRLINE has maintained an Average Daily Utilization at least equal to seven departures for each of the previous twelve consecutive months. For purposes of this provision “Average Daily Utilization” shall mean the number of AIRLINE’s and an Affiliated Airline’s scheduled aircraft departures using the gate with aircraft of fifty or more seats in a calendar month, divided by the number of days in that calendar month; provided, however,

that if AIRLINE’s or the Affiliated Airline’s actual flight activity differs by more than five percent (5%) from its published schedule in any calendar month, MAC shall use AIRLINE’s or the Affiliated Airline’s actual total departures for purpose of calculating Average Daily Utilization.

I. REGIONAL RAMP

MAC shall:

1. Designate parking positions on the Regional Ramp for Preferential Use by AIRLINE in accordance with Exhibit L and shall update this Exhibit to reflect construction changes; provided, however, that during any time in which a parking position is not required for use by AIRLINE or an Affiliated Airline, MAC may require AIRLINE to accommodate another Airline during any time in which a parking position is not required for use by AIRLINE or an Affiliated Airline, subject to the standards and procedures in Article IV.E.3. (and credit AIRLINE for any rents received from such Airline);

2. Allocate all unassigned parking positions on the Regional Ramp for Common Use and shall assign their use to AIRLINE or an Affiliated Airline upon request or to another Airline on a Preferential Use basis; and

3. Designate support areas on the Regional Ramp for use by ground service equipment.

J. RELINQUISHMENT OF PREMISES

1. NOTICE OF INTENT TO RELINQUISH PREMISES

In the event AIRLINE desires to relinquish any of its Premises, AIRLINE shall provide written notice to MAC thirty (30) days in advance of such relinquishment and shall identify in such notice all areas it wishes to relinquish. MAC shall make its best efforts to lease such areas to another Airline, to the extent the proposed relinquished Premises is suitable for another Airline.

2. NON-WAIVER OF RESPONSIBILITY

AIRLINE shall continue to be solely responsible pursuant to this Agreement for the payment of all rents, charges and fees related to the Premises until another Airline commences payment for Premises as provided below.

3. REDUCTION OF RENTS, FEES, AND CHARGES

AIRLINE’s rents, fees and charges related to that portion of the Premises taken by another Airline, pursuant to such Airline’s agreement with MAC,

shall be reduced in the amount of the rent, fees and charges paid by such other Airline. This reduction shall begin only when the Airline that contracted with MAC for its use of the Premises begins payment for the Premises and shall end if such Airline becomes delinquent in payment for the Premises.

K. MID-TERM RELINQUISHMENT OF PREMISES

As provided below, in the event the actual airline cost per Enplaned Passenger exceeds $5.16 per Enplaned Passenger (in 1998 dollars) as calculated below, in Fiscal Year 2002, AIRLINE shall be permitted on a one-time basis to relinquish a portion of its Premises pursuant to this Subsection, such relinquishment to be effective January 1, 2004.

1. NOTICE OF INTENT TO RELINQUISH PREMISES

On or before June 30, 2003, MAC shall provide AIRLINE with the actual airline cost per Enplaned Passenger calculation for Fiscal Year 2002. Provided that the airline cost per Enplaned Passenger amount exceeds the amount set forth in this Subsection, AIRLINE shall be permitted to relinquish a portion of its Premises effective January 1, 2004. AIRLINE shall provide written notice to MAC by no later thanSeptember 30, 2003 of its intent to relinquish a portion of its Premises pursuant to this Subsection and shall identify in such notice the areas it wishes to relinquish.

2. LIMITATIONS ON RELINQUISHMENT OF PREMISES

The portion of Premises that AIRLINE shall be permitted to relinquish pursuant to this Subsection shall be limited to one-half of its Premises, up to a maximum of two aircraft parking positions withassociated holdrooms, and an allocable portion of other AIRLINE Exclusive Use Space. MAC may require that AIRLINE relinquish other Exclusive Use Space proportional to AIRLINE’s share of holdrooms that is relinquished.

3. TREATMENT OF RELINQUISHED PREMISES

The square footage of Premises that is relinquished pursuant to this Subsection and is designated as Rentable Space shall not be regarded as Rentable Space until such time as such relinquished space is leased to another Airline.

4. CALCULATION OF AIRLINE COST PER ENPLANED PASSENGER

MAC shall calculate the airline cost per Enplaned Passenger based on actual revenues from rents, fees, and charges paid by all Airlines during Fiscal Year 2002; provided, however, that the number of Enplaned

Passengers used to calculate the airline cost per Enplaned Passenger shall be the larger of (a) the actual number of Enplaned Passengers at the Airport for Fiscal Year 2002, or (b) 14,456,000 (the number of Enplaned Passengers at the Airport in Fiscal Year 1997). For the purpose of expressing the cost per Enplaned Passenger in 1998 dollars, MAC will use the Implicit Price Deflator for Gross Domestic Product, or a similar price index, published by the U.S. Department of Commerce, Bureau of Economic Analysis.

L. SURRENDER OF PREMISES

1. Upon termination of this Agreement in its entirety, whether by its terms or by earlier cancellation, AIRLINE’s rights to use the Premises, facilities, rights, licenses, services and privileges hereby given shall cease, and AIRLINE shall forthwith surrender possession to MAC.

2. All structures, fixtures, improvements, equipment and other property bought, installed, erected or placed by AIRLINE on the Premises or elsewhere on the Airport, including without limiting the generality thereof storage tanks, pipes, pumps, wires, poles, machinery and air conditioning equipment, shall be deemed to be personal property and remain the property of the AIRLINE, and AIRLINE shall have the right to remove the same if AIRLINE is not then in default; provided that AIRLINE shall remove its property within a period of ninety (90) days after termination, and shall restore the Premises to its condition as of the commencement of the Term hereof, ordinary wear and tear or damage by the elements, fire, explosion and other casualty excepted, but including any environmental restoration.

3. If AIRLINE’s property is not so removed and the Premises restored prior to the expiration of the aforesaid period of ninety (90) days, MAC shall thereafter have the right, by giving AIRLINE written notice thereof, to take title to AIRLINE’s property located on the Premises, or alternatively, to cause such property to be removed and sold or otherwise disposed of as MAC may elect, and AIRLINE hereby constitutes MAC its agent for the purpose of such removal and sale, and authorizes MAC in its sole discretion to determine the method of disposition. AIRLINE shall be responsible for any and all reasonable costs incurred by MAC in the removal of AIRLINE’s property from the Premises and the disposition thereof and for restoration of the Premises. MAC shall pay over to AIRLINE any amount received from disposition of AIRLINE’s property in excess of the cost of removal, disposition, and restoration.

4. MAC reserves the right to make a reasonable rental charge covering the period following termination of the Agreement to the date of removal of AIRLINE’s property or until MAC gives AIRLINE notice of taking title thereto provided that no charge shall be made for the first thirty (30) days following termination of the Agreement.

V. RENTS, FEES, AND CHARGES

A. GENERAL

For use of the Premises, facilities, rights, licenses, services and privileges granted hereunder, AIRLINE agrees to pay MAC during the Term of this Agreement the rents, fees and charges as hereinafter described. In addition, AIRLINE agrees to pay MAC applicable fees set forth in Article XIII, Supplemental Agreements.

B. RENTS, FEES, AND CHARGES

1. LANDING FEES. AIRLINE shall pay to MAC monthly landing fees to be determined by multiplying the number of 1,000-pound units of AIRLINE’s Total Landed Weight during the month by the then-current landing fee rate. The landing fee rate shall be calculated according to procedures set forth in Article VI.

2. ENVIRONMENTAL SURCHARGES. AIRLINE shall pay to MAC monthly environmental surcharges to be determined by multiplying the number of AIRLINE’s Stage 2 and Stage 3 aircraft operations during the month by the then-current environmental surcharge rate. The environmental surcharge rate shall be calculated according to procedures set forth in Article VI. The environmental surcharge will be terminated effective January 1, 2000.

a. EXCESS STAGE 2 FEES. AIRLINE shall pay to MAC excess Stage 2 fees to be determined by multiplying the number of Stage 2 Operations conducted by AIRLINE during the year by the then-current excess Stage 2 fee rate. The excess Stage 2 fee rate shall be calculated according to procedures set forth in Article VI. The excess Stage 2 fee will be terminated effective January 1, 2000.

b. STAGE 3 CREDIT. AIRLINE shall receive a Stage 3 credit from MAC against the environmental surcharge and the excess Stage 2 fees, to be determined by multiplying the Stage 3 credit by the proportion that AIRLINE’s Stage 3 Operations represents of total Stage 3 Operations of Signatory Airlines at the Airport. The Stage 3 credit shall be calculated according to procedures set forth in Article VI. The Stage 3 credit will be terminated effective January 1, 2000.

3. TERMINAL APRON FEES. AIRLINE shall pay to MAC monthly Terminal Apron fees to be determined by multiplying the number of lineal feet of Terminal Apron under lease to AIRLINE during the month by the then-current Terminal Apron rate. The Terminal Apron rate shall be calculated according to procedures set forth in Article VI.

4. REGIONAL RAMP FEES. AIRLINE shall pay to MAC monthly regional ramp fees based upon the regional ramp fee rate then in effect. The regional rate shall be calculated according to procedures set forth in Article VI.

5. TERMINAL BUILDING RENTS. AIRLINE shall pay to MAC monthly Terminal Building rentals for its Exclusive (janitored and unjanitored), Preferential and Common Use Space in the Terminal Building. The Terminal Building rental rates shall be calculated according to procedures set forth in Article VI.

Terminal Building rentals for Common Use Space (except the IAF) shall be prorated among Signatory Airlines using the Common Use Formula.

6. CARROUSEL AND CONVEYOR CHARGES. AIRLINE shall pay to MAC monthly carrousel and conveyor charges based upon maintenance and operating costs and direct depreciation and interest costs. The carrousel and conveyor charges shall be calculated according to the procedures set forth in Article VI and shall be prorated among Signatory Airlines using the Common Use Formula.

7. IAF GATE FEES. AIRLINE shall pay to MAC monthly IAF gate fees determined by multiplying the number of arrivals at the IAF by AIRLINE’s propeller aircraft, narrow-body jet aircraft, and wide-body jet aircraft by $400, $800, and $1,200, respectively.

8. IAF USE FEES. AIRLINE shall pay to MAC monthly IAF use fees determined by multiplying the number of AIRLINE’s international passengers arriving at the IAF during the month by the IAF use fee rate. The IAF use fee rate shall be calculated according to procedures set forth in Article VI.

9. OTHER FEES AND CHARGES. AIRLINE shall pay to MAC reasonable fees for the various other services provided by MAC to AIRLINE. These services include, but may not be limited to, the following:

a. Use of the Humphrey Terminal and Humphrey ramp at rates established from time to time by MAC.

b. Use of Garage Parking Cards by AIRLINE’s employees at rates set forth in the Guidelines for Administering Validated Airport Parking.

c. Use of designated employee parking facilities by AIRLINE’s employees at rates established from time to time by MAC.

d. Nonroutine Terminal Apron cleaning and other special services requested by AIRLINE at rates that reflect the costs incurred by MAC.

e. Security and personnel identification badges for AIRLINE’s personnel at rates established from time to time by MAC.

f. Office services, such as facsimile, photocopying, or telephone provided by MAC. Charges for these services shall be at the rates that MAC customarily charges for such services.

g. Charges for the cost of separately metered water and sewer and other such utilities not otherwise included in the calculation of rents, fees, and charges.

C. MONTHLY ACTIVITY REPORT

1. CONTENTS AND DUE DATE

Without any demand therefor AIRLINE shall furnish MAC on or before the 10th day of each and every month, the IAF reports and an accurate written report of AIRLINE’s operations during the preceding month, setting forth all data necessary to calculate the AIRLINE’s fees and charges due under this Agreement. Said report shall be in a format prescribed by MAC and shall include the following: (a) AIRLINE’s actual aircraft revenue flight arrivals at the Airport by type of aircraft, Maximum Certificated Gross Landing Weight of each type of aircraft, and Total Landed Weight; (b) the total number of Enplaned, Deplaned, Non-Revenue and Through Passengers of AIRLINE at the Airport, breaking Enplaned Passengers into originating and connecting passengers; (c) the amount of domestic and international cargo, mail, and express packages (in pounds) enplaned and deplaned by AIRLINE at the Airport; (d) the total number of Stage 2 and Stage 3 landings and other landings not otherwise classified as a Stage 2 or a Stage 3 landing; (e) the total number of scheduled and nonscheduled aircraft operations; and (f) a summary reflecting all of AIRLINE’s actual flight activity by aircraft type for gates, the regional ramp, and the IAF.

AIRLINE shall also provide to MAC a separate report for each Affiliated Airline unless separately reported to MAC by such Affiliated Airline.

2. FAILURE TO REPORT

If AIRLINE fails to furnish MAC with the monthly activity report by the due date, AIRLINE’s landing fees, environmental surcharge, IAF gate fees, and IAF use fees, as provided for hereinafter, shall be determined by assuming that AIRLINE’s activity factor, as appropriate for each fee, for such month was one hundred percent (100 percent) of its activity factor, as appropriate for each fee, during the most recent month for which such data are available for AIRLINE. Any necessary adjustment in such fees shall be calculated after an accurate report is delivered to MAC by AIRLINE for the month in question. Resulting surpluses or deficits shall be applied as

credits or charges to the appropriate invoices in the next succeeding month.

3. INSPECTION AND MAINTENANCE OF RECORDS

AIRLINE shall maintain records, accounts, books and data with respect to its operations at the Airport sufficient to permit MAC to calculate and verify the rents, fees and charges due under this Agreement, which shall cover a period of not less than three (3) years beyond the end of AIRLINE’s fiscal year in which such record was created. Such records shall be subject to inspection and audit by MAC at all reasonable times.

D. SECURITY DEPOSITS

1. Unless AIRLINE has provided regularly scheduled passenger, all cargo or combination flights to and from the Airport for the twelve (12) months immediately prior to AIRLINE’s execution of this Agreement (or immediately prior to the assignment of this Agreement to AIRLINE) without an act or omission having occurred that would have been an event of default under Article XIV of this Agreement if this Agreement had been in effect during this period, AIRLINE shall provide MAC upon the execution of this Agreement (or upon the assignment of this Agreement to AIRLINE) with a contract bond, irrevocable letter of credit or other security acceptable to MAC (“Contract Security”) in an amount equal to the total of three (3) months’ estimated rents, fees and charges payable by AIRLINE under Article V of this Agreement plus three (3) months’ estimated PFC collections under this Article V, to guarantee the faithful performance by AIRLINE of all of its obligations under this Agreement and the payment of all rents, fees, and charges due hereunder and of all PFCs due to MAC. Such Contract Security shall be in such form and with such company licensed to do business in the State of Minnesota as shall be acceptable to MAC within its reasonable discretion.

2. AIRLINE shall be obligated to maintain Contract Security in an amount equal to MAC’s estimate of three months’ rents, fees, and charges plus three (3) months’ estimated PFC collections payable hereunder and to maintain this Contract Security in effect until the expiration of twelve (12) consecutive months (including any period prior to AIRLINE’s execution of this Agreement during which AIRLINE provided regularly scheduled flights to and from the Airport) during which no event of default under Article XIV of this Agreement (and for any such prior period, no act or omission that would have been such an event of default hereunder) has occurred. If such Contract Security should be canceled, AIRLINE shall provide a renewal or replacement Contract Security for the period required pursuant to this Section. AIRLINE shall provide at least sixty (60) days prior written notice of the date on which any Contract Security expires or is subject to cancellation.

3. If an event of default under Article XIV, A. 1, 2, or 5 of this Agreement shall occur, MAC shall have the right, by written notice to AIRLINE given at any time within ninety (90) days of such event of default, to impose or reimpose the requirements of this Section on AIRLINE. In such event, AIRLINE shall within ten (10) days from its receipt of such written notice provide MAC with the required Contract Security and shall thereafter maintain such Contract Security in effect until the expiration of the required period during which no event of default under Article XIV of this Agreement occurs. MAC shall have the right to reimpose the requirements of this Section on AIRLINE each time an event of default occurs during the Term of this Agreement. MAC’s rights under this Section shall be in addition to all other rights and remedies provided it under this Agreement.

4. To the extent that AIRLINE holds any property interest in PFC funds collected for the benefit of MAC, AIRLINE hereby pledges to MAC and grants MAC a first priority security interest in such funds, and in any and all accounts into which such funds are deposited.

E. PAYMENT PROVISIONS

1. Terminal rentals for Exclusive and Preferential Use Premises, fees per the Common Use Formula, and Terminal Apron Fees shall be due and payable the first day of each month in advance without invoice from MAC.

2. Within ten (10) days following the last day of each month, AIRLINE shall transmit to MAC payment for the amount of landing fees, environmental surcharges, IAF gate fees, and IAF use fees incurred by AIRLINE during said month, as computed by AIRLINE without invoice from MAC.

3. All other rents, fees, or charges set forth herein, including supplemental billings for year-end adjustments, if any, shall be due within thirty (30) days of the date of the invoice therefor.

4. The acceptance by MAC of any payment made by AIRLINE shall not preclude MAC from verifying the accuracy of AIRLINE’s report and computations or from recovering any additional payment actually due from AIRLINE.

5. Any payment not received within thirty (30) days of the due date shall accrue interest at the rate of 1.5 percent per month measured from the due date until paid in full.

6. Payments shall be made to the order of the “Metropolitan Airports Commission.” Airline agrees to cooperate with MAC in the development of electronic transfer of funds as the method of payment.

7. Payments shall be sent to the following address or such other place as may be designated by MAC from time to time:

Metropolitan Airports Commission

NW-9227

Minneapolis, MN 55485

F. NET AGREEMENT

This is a net agreement with reference to rents, fees, and charges paid to MAC. AIRLINE shall pay all taxes, fees, or assessments of whatever character that may be lawfully levied, assessed, or charged by any governmental entity upon the property, real and personal, occupied, used, or owned by AIRLINE, or upon the rights of AIRLINE to occupy and use the Premises, or upon AIRLINE’s improvements, fixtures, equipment, or other property thereon, or upon AIRLINE’s rights or operations hereunder. AIRLINE shall have the right at its sole cost and expense to contest the amount or validity of any tax or license as may have been or may be levied, assessed, or charged.

G. NO OTHER FEES AND CHARGES

Except as expressly provided for herein, including but not limited to Article III.B.3., no further rents, fees, or charges shall be charged against or collected from AIRLINE, its passengers, shippers, and receivers of freight and express packages and its suppliers of goods and services, by MAC for the Premises, facilities, rights and licenses granted to AIRLINE in this Agreement.

H. PASSENGER FACILITY CHARGES

MAC expressly reserves the right to assess and collect PFCs in accordance with the PFC Regulations. The following shall apply to the collection of PFCs:

1. AIRLINE shall hold the net principal amount of all PFCs that are collected by AIRLINE or its agents on behalf of MAC pursuant to 49 U.S.C. App. Section 1513 and the rules and regulations thereunder (14 C.F.R. Part 158, herein the “PFC Regulations”) in trust for MAC. For purposes of this Section, net principal amount shall mean the total principal amount of all PFCs that are collected by AIRLINE or its agents on behalf of MAC, reduced by all amounts that AIRLINE is permitted to retain pursuant to Section 158.53(a) of the PFC Regulations.

2. In the absence of additional regulations governing the treatment of refunds, any refunds of PFCs due to passengers as a result of changes of itinerary shall be paid proportionately out of the net principal amount attributable to such PFCs and the amount that AIRLINE was permitted to

retain under Section 158.53(a) of the PFC Regulations attributable to such PFCs. AIRLINE hereby acknowledges that the net principal amount of all PFCs collected on behalf of MAC shall remain at all times the property of MAC, except to the extent of amounts refunded to passengers pursuant to the preceding sentence (which shall remain the property of MAC until refunded and become the property of the passenger upon and after refund). Other than the amounts that AIRLINE is entitled to retain pursuant to Section 158.53 of the PFC Regulations, AIRLINE shall be entitled to no compensation.

3. In the event AIRLINE fails to remit PFC revenues to MAC within the time limits established in the PFC Regulations, such event shall be an event of default subject to Article XIV of this Agreement.

I. NON-WAIVER

The acceptance of fees by MAC for any period or periods after a default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by AIRLINE, shall not be deemed a waiver of any right on the part of MAC to terminate this Agreement for failure by AIRLINE to perform, keep or observe any of the terms, covenants or conditions of this Agreement.

J. NONSIGNATORY LANDING FEES

The landing fee rate charged to any Airline that is not a Signatory Airline shall be in accordance with the rates established by ordinance from time to time by MAC.

K. AFFILIATED AIRLINE

If AIRLINE is an Affiliated Airline, then AIRLINE is not obligated to pay MAC the fixed (i.e. 20%) portion of the Common Use Bag Claim and Carrousel Charges and the Security Deposit requirement in Article V.D. If AIRLINE has designated an Airline as an Affiliated Airline, AIRLINE hereby unconditionally guarantees all rents, fees and charges including passenger facility charges of any Affiliated Airline so designated by AIRLINE, and upon receipt of notice of default by such Affiliated Airline (with a copy to AIRLINE), AIRLINE will pay such amounts to MAC on demand pursuant to the payment provisions of this Agreement. AIRLINE must give MAC thirty (30) days advance written notice in order to designate an Airline as an Affiliated Airline or to revoke such status.

VI. CALCULATION OF RENTS, FEES, AND CHARGES

A. GENERAL

Effective January 1, 1999 and for each Fiscal Year thereafter, rents, fees, and charges will be reviewed and recalculated based on the principles and procedures set forth in this Article. The annual costs associated with each of the indirect cost centers shall be allocated to each of the Airport Cost Centers based on the allocations as set forth in Exhibit M, Indirect Cost Center Allocation, which allocations may be amended from time to time by mutual consent of MAC and a Majority-In-Interest of Signatory Airlines. Such consent may not be unreasonably withheld.

B. CALCULATION/COORDINATION PROCEDURES

1. AIRLINE shall provide to MAC: (a) on or before August 1 of each year a preliminary estimate of Total Landed Weight for the succeeding calendar year of AIRLINE and each Affiliated Airline, unless separately reported to MAC by such Affiliated Airline; and (b) on or before October 1 of each year a final estimate of such weight. If the final estimate is not so received, MAC may continue to rely on the preliminary estimate for the MAC budgeting process. MAC will utilize the forecast in developing its preliminary calculation of Total Landed Weight for use in the calculation of rents, fees, and charges for the ensuing Fiscal Year.

2. On or before October 15 of each Fiscal Year, MAC shall submit to AIRLINE a preliminary calculation of rents, fees, and charges for the ensuing Fiscal Year. The preliminary calculation of rents, fees, and charges will include, among others, MAC’s estimate of all revenue items, Operation and Maintenance Expenses, depreciation and imputed interest, Capital Outlays, required deposits, including amounts necessary to be deposited in the Coverage Account in order to meet MAC’s rate covenant under the Trust Indenture, and Rentable Space. The calculation of depreciation and imputed interest will be based on MAC’s determination of the useful life of each asset and the weighted average cost of capital, respectively, under generally accepted accounting principles, except that unless specifically prohibited by generally accepted accounting principles applicable to a particular project, (a) Terminal Building projects involving building or structural changes added to the rate calculation after January 1, 1999 and which would otherwise have been depreciated over 20-25 years shall be depreciated over 30 years, and (b) ramp and runway projects involving replacement concrete or ramp work added to the rate calculation after January 1, 1999 and which would otherwise have been depreciated over 20-25 years shall be depreciated over 30 years.

3. Within fifteen (15) days after receipt of the preliminary calculation of rents, fees, and charges, if requested by the Signatory Airlines, a

meeting shall be scheduled between MAC and the Signatory Airlines to review and discuss the proposed rents, fees, and charges.

4. MAC shall then complete a calculation of rents, fees, and charges at such time as the budget is approved, taking into consideration the comments or suggestions of AIRLINE and the other Signatory Airlines.

5. If, for any reason, MAC’s annual budget has not been adopted by the first day of any Fiscal Year, the rents, fees, and charges for the Fiscal Year will initially be established based on the preliminary calculation of rents, fees, and charges until such time as the annual budget has been adopted by MAC. At such time as the annual budget has been adopted by MAC, the rents, fees, and charges will be recalculated, if necessary, to reflect the adopted annual budget and made retroactive to the first day of the Fiscal Year.

6. If, during the course of the year, MAC believes significant variances exist in budgeted or estimated amounts that were used to calculate rents, fees, and charges for the then current Fiscal Year, MAC may after notice to Airlines adjust the rents, fees, and charges for future reports to reflect current estimated amounts.

C. LANDING FEES

MAC shall calculate the landing fee rate in the following manner and as illustrated in Exhibit N.

1. The total estimated Airfield Cost shall be calculated by totaling the following annual amounts:

a. The total estimated direct and allocated indirect Operation and Maintenance Expenses allocable to the Airfield cost center.

b. The estimated direct and allocated indirect depreciation and imputed interest on the net Capital Cost (after grants and PFCs) allocable to the Airfield cost center. MAC agrees to defer the start of recovery through landing fees of depreciation and imputed interest on $49.683 million of project costs included in the Runway 17/35 Program from their original date of beneficial occupancy to 2006. Carrying costs for such projects during this deferral period shall be calculated with the amount added to the original project cost (which, if debt funded, includes the allocated portion of capitalized interest, debt service reserve funds, issuance costs, and other such cost elements related to such debt) for recovery through the project’s depreciation and imputed interest calculations starting in 2006. Depreciation and imputed interest on these projects shall be recovered over the depreciation periods set forth in Article VI.B.2.

c. The estimated imputed interest (net of grants and PFCs) on the historical cost of MAC’s investment in land.

d. The total estimated direct and allocated indirect cost (net of grants and PFCs) of Capital Outlays allocable to the Airfield cost center.

e. The amount of any fine, assessment, judgment, settlement, or extraordinary charge (net of insurance proceeds) paid by MAC in connection with the operations on the Airfield, to the extent not otherwise covered by Article X.

f. The amounts required to be deposited to funds and accounts pursuant to the terms of the Trust Indenture, including, but not limited to, its debt service reserve funds allocable to the Airfield cost center. MAC agrees to exclude from the calculation of landing fees the amounts which it may deposit from time to time to the maintenance and operation reserve account and the Coverage Account established and maintained pursuant to the Trust Indenture except for such amounts which are necessary to be deposited to the Coverage Account in order for MAC to meet its rate covenant under the Trust Indenture.

g. Any amounts required to be collected from landing fees pursuant to 1999 Minn. Laws Chapt. 243-Omnibus Tax Bill (Richfield Bonds) unless such payment is prohibited by applicable federal law.

2. The total estimated Airfield Cost shall be adjusted by the total estimated annual amounts of the following items to determine the Net Airfield Cost:

a. Service fees received from the military, to the extent such fees relate to the use of the Airfield;

b. General aviation and nonsignatory landing fees;

c. Off-Airport Aircraft Noise Costs until January 1, 2000; and

d. Depreciation and imputed interest on the Capital Cost, if any, disapproved by a Majority-In-Interest of Signatory Airlines.

e. Landing Fee Deferral/Addition.

i. Unless such amounts are required for MAC to comply with its rate covenant under the Trust Indenture, MAC will defer the collection of $1.761 million for FY1999 and $3.753 million for FY2000.

ii. Unless such amounts are required for MAC to comply with its rate covenant under the Trust Indenture, with respect to the period from FY2001 through FY2006, MAC will prepare an estimated landing fee rate as follows: Using the amount of landing fees that would result from the estimated landing fee rate, along with the other Airline fees and charges normally used to determine Airline payments per enplanement (hereinafter “APPE”), MAC will calculate a projected APPE amount for the upcoming fiscal year using such Airline payments divided by the greater of (a) MAC’s projection of enplanements for such fiscal year or (b) the actual enplanement amounts for the prior fiscal year increased for 2 years by 3 percent per year.

If the projected APPE amount for an upcoming fiscal year exceeds the APPE amount for 1998, escalated by 6.85 percent per year (hereinafter “APPE Comparison Amount”), then MAC shall reduce the amount to be recovered from Airlines through landing fees in the upcoming fiscal year to equate to the APPE Comparison Amount; provided, however, that the total amount of any such reduction in any fiscal year shall not exceed the amount shown in the following table:

FISCAL YEAR	AMOUNT

2001	$	5.031 million
2002	$	6.790 million
2003	$	0.875 million
2004	$	7.606 million
2005	$	1.917 million
2006	$	5.672 million

iii. Any amounts deferred pursuant to this provision shall be recorded in a deferred revenue account. Balances in such account shall accrue interest at 6.1 percent per annum.

iv. With respect to FY 1999 through FY2006, the deferred revenue account may be added to landing fees to the extent that the projected APPE amount for that fiscal year is less than the APPE Comparison Amount for that fiscal year. With respect to FY2007 through FY2010, the balance in the deferred revenue account, along with any future interest accruals, shall be recovered in total from the Airlines by adding a portion of the deferred amount,

with interest, to landing fees, based upon the following percentage:

• 15 % of the deferred amount in FY2007, plus accrued interest

• 40% of the deferred amount in FY2008, plus accrued interest

• 40% of the deferred amount in FY2009, plus accrued interest

• 5% of the deferred amount in FY2010, plus accrued interest

3. The Net Airfield Cost shall then be divided by the estimated Total Landed Weight (expressed in thousands of pounds) of the Signatory Airlines operating at the Airport to determine the landing fee rate per 1,000 pounds of aircraft weight for a given Fiscal Year.

D. ENVIRONMENTAL SURCHARGE

Signatory Airlines operating stage 2 and/or stage 3 aircraft at the Airport shall pay an environmental surcharge and excess stage 2 fee, and shall receive a stage 3 credit, as applicable, for operations of stage 2 and stage 3 aircraft at the Airport until January 1, 2000 at which time the environmental surcharge, excess stage 2 fee, and stage 3 credit will be terminated and the applicable costs shall be included in the landing fees as provided elsewhere in this Agreement. MAC shall calculate the environmental surcharge, excess stage 2 fee, and stage 3 credit in the following manner and as illustrated in Exhibit N.

1. MAC shall calculate the environmental surcharge prior to the beginning of the Fiscal Year based on the estimated Off-Airport Aircraft Noise Costs and shall recalculate the environmental surcharge following the end of the Fiscal Year based on procedures in Section J of this Article. MAC shall calculate the excess stage 2 fee and stage 3 credit following the end of the Fiscal Year based on actual costs and operations.

2. MAC shall calculate the environmental surcharge rate by dividing the estimated annual Off-Airport Aircraft Noise Costs, net of environmental surcharges paid by nonsignatory airlines, by the total number of Stage 2 and Stage 3 Operations of Signatory Airlines at the Airport to produce a rate per aircraft operation.

3. MAC shall calculate the excess stage 2 fee rate by multiplying the annual environmental surcharge rate by thirty (30) percent to produce an excess stage 2 fee rate per Stage 2 Operation.

4. The stage 3 credit shall be equal to the total excess stage 2 fees paid by the Signatory Airlines at the Airport in a given Fiscal Year.

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