Exhibit 10.44

SHORT TERM

LEASE AGREEMENT

by and between

INDIANAPOLIS AIRPORT AUTHORITY

and

CHAUTAUQUA AIRLINES, INC.

Dated as of December 17, 2004

Index to IMC Lease Agreement

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LEASE AGREEMENT

THIS LEASE AGREEMENT (hereinafter called this “Lease Agreement” or this “Lease”) is made and entered into as of the 17 ^th day of December, 2004, by and between the INDIANAPOLIS AIRPORT AUTHORITY, a municipal corporation existing under and by virtue of the laws of the State of Indiana (“Authority”), and Chautauqua Airlines, Inc. with its principal office at Indianapolis, IN, an Indiana corporation (“Tenant”).

WITNESSETH THAT:

WHEREAS, the Authority owns and operates the Airport; and

WHEREAS, the Authority owns and holds a leasehold interest in the Site and the Facilities that have been developed on the Site; and

WHEREAS, the Authority shall lease to Tenant pursuant to this Lease Agreement the leasehold interests of the Authority in the Leased Premises, which constitute a portion of the Site and Facilities; and

WHEREAS, Tenant is primarily engaged in the business of transporting passengers and providing aircraft maintenance, repair and overhaul services to its own aircraft; and

WHEREAS, Tenant desires to lease the Leased Premises upon the terms and conditions hereinafter stated:

NOW, THEREFORE, in consideration of the mutual covenants and payments herein contained, the Authority and Tenant hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 101.                                 Definitions .  In addition to terms specifically defined elsewhere in this Lease Agreement, the following terms, for the purposes of this Lease Agreement, shall have the meanings set forth below:

“145 Certificate” has the meaning set forth in Section 302(G) of this Lease.

“Act” means Indiana Code 8-22-3, as amended.

“Affiliate” means any entity, directly or indirectly, controlled by, controlling, or under common control with Tenant.

“Air Operations Area” means any portion of the Airport designed and used for landing, taking off, or surface maneuvering of airplanes.

“Airport” means the Indianapolis International Airport.

“Airport Director” means the Airport Director of the Airport.

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“Authority” means the Indianapolis Authority, a municipal corporation duly organized and operating under the laws of the State, including the Act, or any successor thereto or assignee thereof.

“BAA” means BAA Indianapolis LLC, an Indiana limited liability company.

“BAA USA” means BAA USA (Holdings), Inc., a Delaware corporation.

“Business” means the maintenance by Tenant and/or Tenant ’s employees, agents or contractors of aircraft owned or operated by Tenant.

“Casualty” has the meaning set forth in Section 1601(A)(1) of this Lease.

“Change of Control” has the meaning set forth in Section 2101(B) of this Lease.

“Claims” has the meaning set forth in Section 1403 of this Lease.

“Commission” means the Metropolitan Development Commission of Marion County, Indiana, acting as the Redevelopment Commission of the City of Indianapolis, Indiana.

“Common Area” has the meaning set forth in Section 1401 of this Lease.

“Condemnation” has the meaning set forth in Section 1602(A) of this Lease.

“DOT” means the United States Department of Transportation.

“Effective Date” means December 17, 2004.

“Entity” means any corporation, partnership, limited partnership, limited liability partnership, joint venture, association, limited liability company, joint-stock company, trust, or other entity or unincorporated association, or any Governmental Entity.

“Environmental Laws” means and shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, the Solid Waste Disposal Act, the Occupational Safety and Health Act, the Federal Water Pollution Control Act, the Clean Air Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Refuse Act, the Hazardous Materials Transportation Act, the Emergency Planning and Community Right-to-Know Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Endangered Species Act, the National Environmental Policy Act, the Indiana Air and Water Pollution Control Law, the Indiana Groundwater Protection Act, the Indiana Hazardous Waste Law, the Indiana Underground Storage Tanks Act, the Indiana Wastewater Management Law, the Indiana Fish and Wildlife Act, the Indiana Flood Control Act, and the Indiana Environmental Policy Act, and any amendments or supplements thereto or rules or regulations promulgated pursuant thereto or in connection therewith.

“Environment, Health and Safety Requirements” means all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and

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timetables which are contained in, any and all Laws relating to public health and safety, worker health and safety, or pollution or protection of the environment, including without limitation Laws relating to emissions, discharges, releases, or threatened releases of Hazardous Materials into ambient air, surface water, ground water, or lands, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.

“Equipment” means any equipment, fixtures, permanent inventory, or tangible personal property, including, without limitation, the types of equipment, fixtures, permanent inventory or tangible personal property made available by the Authority to Tenant, including but not limited to those items set forth by an Addendum hereto, whether now owned or hereafter acquired, as the same shall be substituted or replaced from time to time in accordance with Article X and products and proceeds thereof.

“Event of Default” means, with respect to Tenant, any of the Events of Default set forth in Section 1901 hereof and, with respect to the Authority, any of the Events of Default set forth in Section 1801 hereof.

“Event of Force Majeure” means any delays due to adverse weather conditions, strikes, unavailability of labor or materials, acts of God, acts of war, invasion, terrorism, riots, civil commotion or vandalism, actions or inactions of Governmental Entities, or any other cause outside of the reasonable control of the party claiming delays.

“Excluded Property” means the equipment, removable fixtures (subject to Tenant’s obligation to restore the Leased Premises), permanent inventory or tangible personal property of Tenant acquired and installed into the Facilities or otherwise located on the Leased Premises, as set forth by an Addendum hereto.

“FAA” means the Federal Aviation Administration.

“Facility” or “Facilities” means (a) the buildings, structures, improvements and facilities located on the Site, whether now or hereafter existing and wherever located; and (b) any extensions, improvements, replacements, and additions to or personal property (including, without limitation, equipment, fixtures or permanent inventory) for such buildings, structures, improvements and facilities, whether now or hereafter existing and whether located on the Site.

“Government” or “Governments” means each or all of the City of Indianapolis, the State and the Authority.

“Governmental Entity” means any court, government agency, department, commission, board, bureau, office, officer or instrumentality of the United States, any local, county, state, federal or political subdivision thereof, or any foreign governmental entity of any kind, including but not limited to the Authority.

“Hazardous Materials” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental entity, the State of Indiana or the United States Government, including, without limitation, any material or substance which is (a) petroleum, batteries, or liquid solvents or similar chemicals, (b) asbestos, (c) radioactive material

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or waste, (d) polychlorinated biphenyls (“PCBs”), (e) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (f) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq . (42 U.S.C. § 6903), or pursuant to Section 13-11-2-99 of the Indiana Code, or determined to be a “hazardous waste” under Section 13-22-2-3(b) of the Indiana Code, (g) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq . (42 U.S.C. § 9601), or pursuant to Section 13-7-1.5-1 of the Indiana Code, (h) regulated under the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .) or defined as a PCB pursuant to Section 13-11-2-155 of the Indiana Code, (i) defined as a “contaminant” pursuant to Section 13-11-2-42 of the Indiana Code, or (j) any other substance or material similarly classified by any other federal, state or local statute or ordinance or by any rule or regulation promulgated or adopted pursuant thereto, whether now existing or hereinafter enacted.

“Indemnified Parties” has the meaning set forth in Section 705(B) of this Lease.

“ITFA” means the Indiana Transportation Finance Authority created under IC 8-9.5-8 and acting pursuant to IC 8-21-12.

“Laws” means any and all applicable local, county, state, federal, foreign or other laws, statutes, codes, regulations, ordinances, conditions, requirements, rules, orders, decrees, consent decrees, judgments, writs, settlement agreements, stipulations, injunctions, guidelines, demand letters, or other governmental requirements enacted, promulgated, entered into, agreed or imposed by any Governmental Entity from time to time.

“Lease Agreement” or “Lease” means this Lease Agreement, as the same may be amended and supplemented.

“Leased Premises” means (a) that portion of the Facilities shown on Exhibit B attached hereto; and (b) the Equipment.

“Liability” means any liability (whether known or unknown, whether absolute or contingent, whether liquated or unliquated, and whether due or to become due), including, without limitation, responsibility under Environment, Health and Safety Requirements for cleanup, containment, restoration, remival, remediation, investigation, fines, penalties or monitoring relating thereto (collectively, “Remedial Work”), liability for costs of Remedial Work, liability for costs of government oversight and other expenses incidental to Remedial Work, liability for natural resources damage, liability for illness, bodily injury, personal injury and/or the increased risk of or fear of illness, bodily injury or personal injury, and liability for property damage or other economic losses.

“Net Proceeds” means the gross proceeds derived from insurance or any eminent domain or condemnation award, or from any agreement in lieu of an eminent domain or condemnation award, less payment of attorneys’ fees and expenses properly incurred in the collection of those gross proceeds.

“Permitted Encumbrances” means those matters listed in the attached Exhibit C .

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“Person” means any individual or Entity.

“Redevelopment Authority” means the Marion County Convention and Recreational Facilities Authority created under IC 36-10-9.1 and acting pursuant to IC 36-7-15.3.

“Rental” means rent payable by Tenant pursuant to Article VI.

“Site” means the real estate located at the Airport, as described in the attached Exhibit A , as the same may be amended or supplemented by an Addendum hereto signed by the Authority and Tenant, consisting of approximately 217 acres.

“State” means the State of Indiana.

“Tenant” means Chautauqua Airlines, Inc., an Indiana corporation.

“Term” and “Term of this Lease Agreement” means, collectively, the period beginning on December 17, 2004 and ending six (6) calendar months thereafter.

“TSA” means Transportation Security Administration.

ARTICLE II

LEASE OF LEASED PREMISES; OWNERSHIP OF IMPROVEMENTS AND EQUIPMENT; USE OF LEASED PREMISES

Section 201 .                                 Lease of Leased Premises .  Subject to and upon the terms, covenants, conditions and provisions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, the Authority hereby leases, demises and lets to Tenant, and Tenant hereby leases from the Authority, the Leased Premises totaling 48,923.33 square feet of hangar and support space , apron area and parking lot as shown on Exhibit B and equipment specified on Exhibit E .

Section 202 .                                 Ownership of Improvements and Equipment .  The Leased Premises, including without limitation any buildings, fixtures, facilities, structures, additions, Equipment or improvements in, on or to the Leased Premises, are and shall remain the property of the Authority, subject to Tenant’s rights hereunder to use the same during the Term of, and in accordance with, this Lease Agreement.  Notwithstanding the foregoing to the contrary, the Excluded Property is and shall remain the property of Tenant, subject to Section 1201 below.  Simultaneously with the execution and delivery of this Lease Agreement, Tenant shall deliver to the Authority a true, complete, and correct itemized list of the Excluded Property, in a form acceptable to the Authority, and certified to the Authority as true, complete and correct by the Chief Executive Officer of Tenant.  Tenant shall have the right to supplement such itemized list from time to time during the Term to include additional equipment, removable fixtures, inventory and/or personal property of Tenant used and/or installed at the Leased Premises.

Section 203 .                                 Condition of Leased Premises .  Subject to Section 201 of this Lease, Tenant accepts the Leased Premises in its “AS-IS” condition, and acknowledges and agrees that Authority shall have no obligation to perform or complete any alterations, improvements or

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modifications to the Leased Premises.  Notwithstanding anything in this Lease to the contrary, and in addition to the other obligations of the Authority under this Lease, the Authority shall be liable for all costs, expenses, fees and disbursements related to remedying, curing or remediating any condition existing at or on the Leased Premises on or prior to date Tenant first occupies the Leased Premises, necessary to comply with Environmental , Health and Safety Requirements .

Section 204 .                                 Use of Leased Premises; Prohibited Uses .

(A)                               Tenant shall use the Leased Premises for conducting maintenance on aircraft owned or operated by Tenant and related activities or aircraft owned or operated by other air carriers.  In the event Tenant conducts maintenance and related activities on aircraft owned or operated by other air carriers, the parties will negotiate an Airport Use Agreement for such activities which may include payment of the appropriate use fees.

(B)                                 Tenant shall not use the Leased Premises for any purpose other than those identified in subsection (A) above without the Authority’s prior written consent, which consent shall not be withheld.  Without limiting the generality of this restriction, the following conditions shall apply to the use and operation of the Leased Premises:

(1)                                   Tenant shall not store aviation fuel, except in connection with the defueling and refueling of maintained aircraft and only in those areas that have been expressly designated for such purposes by the Authority and in accordance with Airport ordinances; shall not block any common use taxiway; and shall not park any aircraft upon the apron portion of the Leased Premises hereto in a manner that would constitute a violation of any Laws or regulations concerning Airport operations.  Passenger loading and unloading is prohibited.  Aircraft ramp and service equipment may be stored only within the Leased Premises.  All refueling trucks moving to and from the Leased Premises, including their routing and parking, must be approved by the Authority.  Tenant shall not store any Class-A explosives (as defined by the United States Department of Transportation) on the Leased Premises.  All vehicles used in Air Operations Areas shall be equipped and operated in accordance with applicable Laws and the regulations of the Authority and FAA.  Tenant shall not use or place any temporary structures or improvements on the Leased Premises without the prior written approval of the Authority, not to be unreasonably withheld.

(2)                                   Tenant shall be permitted to park aircraft on the apron area designated and shown on Exhibit D.

(C)                                 Except as otherwise expressly provided in this Lease, the rights granted in this Lease Agreement shall not be construed as permitting any Person to conduct any business at the Airport (including without limitation on the Leased Premises) except after first securing from the Authority a license and/or other form of permission to conduct that business and paying applicable fees and charges therefore.

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ARTICLE III

 REPRESENTATIONS AND WARRANTIES

Section 301 .                                 Representations and Warranties by Authority .  The Authority makes the following representations and warranties to Tenant as the basis for the Authority’s undertakings herein:

(A)                               The Authority is duly organized as a municipal corporation pursuant to the laws of the State and has the power to execute, deliver and enter into this Lease Agreement and to carry out its obligations hereunder.  By proper action of its board, the Authority has been duly authorized to execute, deliver and perform its obligations under this Lease Agreement.

(B)                                 This Lease Agreement constitutes the valid and binding obligation of the Authority, enforceable against the Authority in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally heretofore or hereafter enacted; (ii) the exercise of judicial discretion in accordance with the general principles of equity; and (iii) the valid exercise of the constitutional powers of the Authority, the State and the United States of America.

(C)                                 No approvals or consents, other than those that have been obtained, are necessary in order for the Authority to adopt, execute and deliver this Lease Agreement.

(D)                                The Authority has a valid leasehold interest in the Facilities, subject to Permitted Encumbrances.

(E)                                  The Authority has full right and authority to lease the Leased Premises to Tenant as set forth herein for the full Term, including the Extension Periods.

(F)                                  This Lease Agreement has been duly executed and delivered by duly authorized officers of the Authority.

(G)                                 Neither the execution and delivery of this Lease Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Lease Agreement, will conflict with or result in a material breach of any of the terms, conditions or provisions of any restriction, ordinance, agreement or instrument to which the Authority is now a party or by which it is bound, or constitute a material default under any of the foregoing, or result in the creation or imposition of any material lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority under the terms of any instrument or agreement.

(H)                                There is no litigation pending or, to the knowledge of the Authority, threatened that challenges or would challenge the execution of this Lease Agreement or that could reasonably be expected to have a material adverse effect on the operations or finances of the Authority.

(I)                                     Neither the Site nor the Leased Premises contains any Hazardous Materials requiring remediation or which is present in violation of applicable law, whether brought brought

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to the Site as waste materials, used on the Site, spilled or leached onto the Site from neighboring lands generated on the Site as a product or by-product of activities on the Site, stored on the Site or otherwise present, except in each case in quantities and concentrations routinely occurring in nature or as a result of aircraft maintenance or repair activities at the Site or at the Facility. The Authority to the extent permitted by law agrees to indemnify and hold Tenant harmless from and against any and all suits or other claims, losses, damages or liability, and costs and expenses ( including but not limited to attorneys’ fees, costs of legal proceedings, environmental audits and/or remediation) incurred by Tenant as a result of any breach of Authority’s representation set forth in this Subsection 301(I).

Section 302 .                                 Representations, Warranties and Covenants by Tenant .  Tenant makes the following representations and warranties to the Authority as the basis for its undertakings herein:

(A)                               Tenant is a corporation duly organized under the laws of the State of Indiana and is duly qualified to do business in the State, is in good standing and has power to execute, deliver and enter into this Lease Agreement and to carry out its obligations hereunder.  By proper organizational action, Tenant has been duly authorized to execute, deliver and perform its obligations under this Lease Agreement.

(B)                                 This Lease Agreement constitutes the valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally heretofore or hereafter enacted, and (ii) the exercise of judicial discretion in accordance with the general principles of equity.

(C)                                 No approvals or consents, other than those that have been obtained, are necessary for Tenant to execute and deliver this Lease Agreement.

(D)                                This Lease Agreement has been duly executed and delivered by the duly authorized officer of Tenant.

(E)                                  There is no litigation now pending or, to Tenant’s knowledge, threatened that challenges or would challenge the existence or powers of Tenant in any way affecting this Lease Agreement, or that challenges or would challenge the execution of this Lease Agreement, or that could reasonably be expected to have a material adverse effect on the operations or finances of Tenant.

(F)                                  Neither the execution and delivery of this Lease Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Lease Agreement, will conflict with or result in a breach of the of Tenant or in a material breach of any of the terms, conditions or provisions of any agreement or other instrument to which Tenant is now a party or by which it is bound, or constitute a material default under any of the foregoing, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Tenant under the terms of any instrument or agreement.

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(G)                                 Tenant has duly and validly obtained, and shall maintain in full force and effect during the Term, all certificates, licenses and permits from all Governmental Entities, required or appropriate to enable Tenant to carry on its business as it is now conducted and/or to enter into this Lease Agreement, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”).

ARTICLE IV

Intentionally Deleted.

ARTICLE V

TERM; EXTENSION PERIODS; TERMINATION RIGHT

Section 501 .                                 Term .  The term of this Lease Agreement shall consist of the Term.

Section 502 .                                 Holding Over .  In the event Tenant shall continue to occupy the Leased Premises beyond the Term of this Lease Agreement or any extension thereof without Authority’s written renewal thereof, such holding over shall not constitute a renewal or extension of this Lease Agreement, but shall create a tenancy from month to month which may be terminated at any time by Authority or Tenant by giving thirty (30) days written notice to the other party.

Section 503 .                                 Right to Terminate Upon Certain Events .  In addition to any other provisions of this Lease that expressly grant either party the right to terminate this Lease prior to the expiration of the Term, either the Authority or the Tenant shall have the right, upon written notice to the other party, to terminate this Lease upon the occurrence of either of the following events or circumstances:

(A)                               The assumption by the United States Government or any authorized agency thereof of the operation, control, or use of the Airport and facilities, or any substantial part or parts thereof, in a manner that substantially restricts Tenant, as reasonably determined by Tenant, from full use of a material portion of the Leased Premises for a period of at least ninety (90) consecutive days.

(B)                                 The issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Airport, so as to substantially and adversely affect Tenant’s use of a material portion of the Leased Premises, as reasonably determined by Tenant, for a period of at least ninety (90) consecutive days; provided, that the injunction is not due to Tenant’s operations at the Airport.

Section 504 .                                 Rights at Expiration .

(A)                               In no event shall Tenant continue to occupy the Leased Premises beyond the end of the Term without the Authority’s written consent, which consent may be withheld in the Authority’s sole and absolute discretion.

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(B)                                 Tenant further agrees that upon the expiration of the Term, the Leased Premises shall be delivered to the Authority in substantially the same condition as originally delivered to Tenant, reasonable wear and tear, casualty, condemnation and matters covered by insurance excepted, and subject to performance by the Authority of its obligations pursuant to Sections 1001 and 1002 below.

Section 505 .                                 Intentionally deleted.

ARTICLE VI

RENTALS, FEES AND RECORDS

Section 601 .                                 Rental .

Tenant shall pay to Authority during the Term of this Lease monthly rental in the amount of $35,224.80 (48,923.33 sq. ft. x $8.64 per sq. ft. ÷ 12).  Tenant shall not be charged rental on the space designated as additional space.

Tenant shall pay the foregoing fixed rentals, in arrears, on or before the fifteenth day of each calendar month of the term, at the office of the Airport Director, Indianapolis Airport Authority, 2500 S. High School Road, Suite 100, Indianapolis, IN 46241-4941.

Section 602 .                                 Field Use Charge .  Except for Tenant’s right to use those areas designated on Exhibit E free of charge for aircraft parking purposes, this Lease Agreement does not and shall not be deemed to grant Tenant the right to use any aircraft parking apron or taxiway not on the Leased Premises.  Any use of aircraft operational areas outside of the Leased Premises, or other Airport property not included in the Leased Premises, or the areas designated on Exhibit E, by Tenant, its employees or its agents shall be by separate agreement and only upon payments of appropriate fees.  Nothing in this Section, however, shall prohibit Tenant, its employees or its agents from the joint use with others at the Airport of interior and exterior roadways serving the Leased Premises as granted herein and in accordance with Airport rules, regulations and/or restrictions.

Section 603 .                                 Time and Place of Payments .  The Rental due under Section 601 (A) hereof shall be payable to the Authority, at the office of the Airport Director at the address set forth in Section 601 (C).

Section 604 .                                 Delinquent Rentals .  If Tenant does not pay the Rental described in Section 601 (A) hereof within thirty (30) days following Tenant’s receipt of written notice of delinquency, there shall be added to all such delinquent sums due the Authority and unpaid, as may be established by Authority, under this Lease an interest charge of the principal sum for each full calendar month of delinquency computed as simple interest.  The interest amount charged shall be established by Authority as set forth in Authority’s rates and Charges Ordinance or as such ordinance may hereafter be amended but shall in any event not exceed 18% or established per annum.  No interest shall be charged upon that portion of any debt which, in good faith, is in dispute.  No interest shall be charged upon any account until payment is thirty (30) days overdue, but such interest, when assessed thereafter, shall be computed from the due date until the delinquent payment, together with accrued interest, is paid in full.  The interest rate,

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established by Ordinance by the Airport Authority Board, may change from time to time but shall in any event not exceed 18% per annum.

Section 605                                    Intentionally deleted.

Section 606                                    Obligations of Tenant Hereunder Unconditional .  The obligation of Tenant to make the payments required under Article VI hereof and to pay the premiums or charges necessary to maintain or cause to be maintained the insurance required by Article XV shall be absolute and unconditional and shall not be subject to any defense (other than full payment) or any right of setoff, counterclaim, abatement or otherwise.  Tenant shall not suspend, postpone or discontinue any such payments for any cause whatsoever.

ARTICLE VII

OBLIGATIONS OF TENANT

Section 701 .                                 Payment of Rental and Other Amounts .  Tenant hereby agrees and covenants to pay or provide for the payment of all Rental described in Article VI as and when due hereunder.  All Rental payments shall be absolutely free from all claims, demands or offsets against the Authority of any kind or nature whatsoever and without relief from valuation or appraisement laws.

Section 702 .                                 Operation and Use of Leased Premises .

(A)                               Tenant shall at its own expense (i) keep the Leased Premises in a safe, neat and attractive condition, and (ii) not permit the accumulation of any trash, paper or debris on the Leased Premises or trash, paper or debris belonging to Tenant on any other property of the Authority.

(B)                                 Tenant, upon written notice by the Authority to Tenant, shall be required to perform whatever maintenance is reasonably necessary to comply with the provisions of Subsection (A) hereof.  If Tenant does not undertake that maintenance within thirty (30) days after receipt of written notice, the Authority shall have the right to enter upon the Leased Premises or in the Facilities and perform the necessary maintenance, the actual and reasonable out-of-pocket cost of which shall be paid by Tenant within thirty (30) days after notice of the cost thereof is provided by the Authority.

(C)                                 Tenant shall not abuse, misuse, or commit or allow any waste or damage to the Leased Premises and/or the other property of the Authority, including without limitation the Equipment.  Without limiting the foregoing, Tenant shall operate and use all Equipment only in a manner that complies with applicable manufacturer’s instructions, guidelines, and warranties.

(D)                                Tenant shall not occupy or use, or permit any portion of the Leased Premises to be occupied or used, for any business or purpose which is unlawful, disreputable, or deemed to be extra-hazardous on account of fire, or do or permit anything to be done that would in any way increase the cost of the Authority’s casualty insurance coverage on the Facilities, the Leased Premises, the Equipment, or their contents.

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(E)                                  Excluding regional jet sized aircraft, Tenant shall not place any objects in any part of the Leased Premises that would place an excessive load on the floors of the Leased Premises without the prior written approval of the Authority.  The Authority shall have the right to have a floor load analysis of any part of the Leased Premises made at any time.  If such analysis should indicate that Tenant has exceeded the foregoing limitations, Tenant shall immediately take such actions as may be required to eliminate the overloading condition and shall reimburse the Authority for the expense incurred in completing the analysis and for the cost and expense of any damage arising from such overloading condition.

(F)                                  Tenant shall conduct and operate its Business in a manner so as to prevent the voiding of any roof warranties with respect to the Facilities of which Tenant is made aware, and shall maintain true, complete and correct records for the Authority with respect thereto.

(G)                                 Tenant shall comply with all applicable Laws relating to the use, condition and/or occupancy of the Leased Premises.

(H)                                Tenant shall conduct its business and control its agents, employees, invitees, contractors and visitors in such a manner as to not create any nuisance to the Authority or its other tenants.  Tenant shall use commercially reasonable efforts to not interfere with, annoy or disturb any other tenant, or the Authority in its operation of the Facilities.

(I)                                     Tenant shall not make any alterations, modifications, improvements or additions of or to the Leased Premises without the prior written consent of the Authority not to be unreasonably withheld, conditioned or delayed.  Subject to the foregoing, any permanently affixed alterations, modifications, improvements and/or additions by Tenant of or to the Leased Premises shall be deemed a part of the Leased Premises and shall belong to the Authority unless otherwise agreed by the parties.

Section 703 .                                 Trash, Garbage and Other Refuse; Outside Storage .

(A)                               Tenant shall pick up, and provide for, a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Airport, of all trash, garbage, and other refuse caused as a result of its operation occupancy of and on the Leased Premises.  Tenant shall provide and use suitable covered outdoor receptacles for all such garbage, trash, and other refuse on the Leased Premises.  Tenant shall dispose of medical or biohazardous waste, regulated waste or any Hazardous Materials recovered or generated as a result of its operations off of the property of the Airport and in accordance with all applicable Laws and subject to Section 705.

(B)                                 Other than aircraft waiting for the completion of servicing and vehicles, no outside storage shall be permitted, except in the locations specified on Exhibit E.

Section 704 .                                 Licenses and Permits .  Tenant shall obtain and maintain in full force and effect, at its cost and expense, any and all certificates, approvals, consents, authorizations, licenses, and permits under any applicable Law that are necessary to comply with this Lease Agreement and the privileges extended hereunder and/or that are necessary or appropriate for Tenant to obtain and maintain in connection with the conduct and operation of its Business at the Leased Premises, including without limitation the 145 Certificate.

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Section 705 .                                 Hazardous Materials .

(A)                               Tenant shall use, store, handle, load, unload and dispose of any Hazardous Materials only in compliance with all Laws and only after Tenant has furnished to Authority a list of such Hazardous Materials. In no event shall Tenant use, store, handle, load, or unload any Hazardous Materials which Authority’s insurance company has notified Authority in writing will void Authority’s insurance coverages with respect to the Leased Premises or result in an increased premium. Tenant agrees to pay to Authority any increase in Authority’s insurance coverage premium which directly results from Tenant’s use, storage, handling, loading, unloading, and disposition of Hazardous Materials. Tenant shall, at its expense, remediate any Hazardous Materials or cause any Hazardous Materials to be remediated so as to avoid Liability under any Environmental, Health and Safety Requirements, but only to the extent the Hazardous Materials were first placed on, present at, manufactured at, stored at, disposed from, released from or emitted from the Leased Premises or associated apron area by Tenant after the Effective Date of Occupancy. If the placement, presence, manufacture, storage, disposal, release or emission of any such Hazardous Materials by Tenant in, or or at the Leased Premises and associated apron area, or in, on or at the Facilities or Site results in any contamination, Tenant shall promptly take all actions at is sole expense as are necessary to return the Leased Premises, the Facilities, or Site in a commercially reasonable manner to substantially the conditions which existed prior to the placement, presence, manufacture, storage, disposal, release or emission of such Hazardous Materials and such action or actions shall be in compliance with applicable Environmental, Health, and Safety Requirements and Environmental Laws. If the presence of such Hazardous Materials on or the release of such Hazardous Materials from the Leased Premises resulted from any person or entity other than Tenant, its employees, agents, contractors, invitees or visitors or Authority the parties agree to co-operate with each other in pursuing such person or entity to recover any remediation costs or other damages that may have been incurred by Authority or Tenant. Authority and Tenant shall each be entitled to recover proportionately their respective expenses and costs incurred to pursue such person or entity.

(B)                                 Tenant shall indemnify, defend and hold harmless Authority, BAA Indianapolis LLC, BAA USA (Holdings), Inc., the Redevelopment Authority, the IFTA and the Commission and each and all of their respective members, directors, officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses and damages asserted against, resulting to, imposed upon or suffered by the Indemnified Parties or any of them or for damage to their respective property interests, to the extent arising from, attributable to, or relating in any manner to (i) a breach by Tenant of its obligations as specified in Subsection (A) of this Section 705 or (ii) injury to person or property as a result of a breach by Tenant of its obligations as specified in Subsection (A) of this Section 705. This indemnification shall survive the cancellation, termination or expiration of the Term of this Lease.

(C)                                 Tenant covenants and agrees to comply with all applicable Environmental Laws to to provide Authority, immediately upon receipt, copies of any correspondence, notice or document of any character from any source alleging a circumstance or condition that requires or may require, a clean up, removal, remedial action, or other response by or on the part of Tenant at the Leased Premise, Faculties or Site or alleges a violation of Environmental Laws either civil or criminal.

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(D)                                The Authority, to the extent permitted by law, shall indemnify, defend and hold harmless Tenant, and each and all of its members, directors, officers, employees, agents, successors and assigns ( collectively, the “Tenant Indemnified Parties”) from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses, and damages asserted against, resulting to, imposed upon or suffered by the Tenant Indemnified Parties or any of them to the extent arising from, attributable to, or directly relating to the presence of Hazardous Materials on or the release of Hazardous Materials at or from the Leased Premises, Facilities, or Site other than those caused by the Tenant Indemnified Parties or their respective directors, officers, members,  employees, agents, contractors, invitees, or visitors which result from the acts or omissions of Authority.  This indemnification shall survive the cancellation, termination, or expiration of the Term of this Lease.

(E)                                  Tenant agrees, and at the reasonable request of Authority, to permit, once per calendar year, an environmental audit solely for the benefit of Authority, to be conducted by Authority or an independent agent selected by Authority, provided, however, that such an audit will not unreasonably interfere with Tenant’s operations. Tenant and Authority shall share the reasonable audit costs.  Authority shall, immediately after completion of such an audit, provide Tenant with a complete copy of the results, findings, recommendations or any report or summary of the audit generated by or received by Authority. This provision shall not relieve Tenant from conducting its own environmental audits or taking any other steps to comply with Environmental laws.

(F)                                  If in the reasonable opinion of Authority, there exists any uncorrected violation by Tenant of an Environmental Law or any condition which requires, or may require, a clean up, removal or other remedial action by Tenant under any Environmental Laws, and such cleanup, removal or other remedial action is not completed within ninety (90) days from the date of written notice from Authority to Tenant, the same shall, at the option of Authority, constitute an event of default.

Section 706 .                                 Signs .  Tenant shall not erect, maintain, or display upon the outside of any buildings, structures or other improvements on the Leased Premises or the Facilities any billboards or advertising signs without the Authority’s consent. However, that Tenant may, at its sole cost and expense, install and maintain, on the exterior walls of the Facilities within its Leased Premises, signage for its business at the Facilities, provided that the quantity, size, location, content, design and appearance of such signage shall be in compliance with Laws and subject to prior written approval by the Authority.  Tenant shall be responsible, at its sole cost and expense, for ensuring that the signage complies with any and all applicable Laws, and Tenant shall be responsible, at its cost and expense, before erecting any signage, for obtaining any and all necessary or appropriate approvals, permits, consents, and/or licenses from any applicable Governmental Entities with respect to such signage.  The Authority’s approval of such signage shall not, and shall not be deemed to, constitute a representation or acknowledgement by the Authority that Tenant’s proposed signage complies with any Laws, nor shall such approval by the Authority relieve Tenant of any of Tenant’s obligations under the preceding sentences.

Section 707 .                                 Rules and Regulations .  Tenant shall comply with, and shall cause its employees, agents, contractors, invitees and visitors to comply with, such rules and regulations of the Facilities as are adopted by the Authority from time to time for safety, care and cleanliness

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of the Leased Premises and the Facilities and preservation of good order therein, all of which shall be sent by the Authority to Tenant in writing and shall thereafter be carried out and observed by Tenant and its employees, agents, contractors, invitees and visitors provided such rules and regulations do not materially diminish or materially increase Tenant’s rights or increase Tenant’s obligations hereunder.  The Authority shall not be held responsible or liable for any other tenant’s failure to observe any such rules or regulations or any provision of its lease.  Tenant shall also comply with all applicable FAA and TSA security regulations, orders, or security direction.

Section 708 .                                 Taxes . Tenant shall be responsible for and shall pay before delinquent all municipal, county, federal or state taxes coming due during or after the Term of this Lease Agreement against Tenant’s leasehold interest under this Lease Agreement or against personal property (including without limitation the Excluded Property) of any kind owned or placed in, upon or about the Leased Premises by Tenant, except to the extent that personal property is the property of the Authority and part of the Equipment pursuant to the terms of this Lease Agreement.

Section 709 .                                 Intentionally deleted.

Section 710 .                                 Nondiscrimination .

(A)                               Tenant, for itself, its personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree that (i) no Person shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of the Leased Premises on the grounds of race, creed, color, national origin, gender, age or handicap; (ii) in the construction of any improvements on, over, or under t