AIRLINE USE AGREEMENT &LEASE OF PREMISESBY AND BETWEEN______________________________________________________________________________________________________THE COMMONWEALTH PORTS
AUTHORITY_____________________________________________AND

SAIPAN INTERNATIONAL AIRPORTCOMMONWEALTH OF THE NORTHERN MARIANA ISLANDS(Revised June 15, 2006)

TABLE OF CONTENTS
Article 1: Definitions

1

Article 2: Leased Premises & Uses

12

Section 2.01 - Description Of Airline’s Preferential Use Premises

13

Section 2.02 - Description Of Airline’s Common Use Premises

13

Section 2.03 - Description Of Non-Exclusive Use Premises

13

Section 2.04 - Description Of Privileges, Uses And Rights

13

Section 2.05 - Rights And Privileges Specifically Excluded

15

Section 2.06 - Right To Ingress And Egress

16

Section 2.07 - Accommodation Of Other Airlines

16

Article 3: Airline Improvements

17

Section 3.01 - Installed Improvements And Property

17

Section 3.02 - Surrender of Premises

17

Article 4: Obligations Of Authority

18

Section 4.01 - Right To Lease Property

18

Section 4.02 - Maintenance And Operation Of Airport

18

Section 4.03 - Maintenance And Service In Airline’s Preferential Use Premises

19

Section 4.04 - Governmental Facilities

19

Section 4.05 Airport Security

20

Section 4.06 - Utility Charges

21

Article 5: Obligation of Airline

21

Section 5.01 - Maintenance of Airline’s Preferential Use Premises

21

Section 5.02 - Alterations, Additions Or Replacements

22

Section 5.03 - Trash Garbage And Aircraft Sewage

22

Section 5.04 - Taxes And Licenses

22

Section 5.05 - Public Address System and Flight Information Display System

23

Section 5.06 - Hand-Carried Items

23
i

Article 6: Term

23

Section 6.01 - Term

23

Article 7: Charges And Fees

24

Section 7.01 - Charges For Airline’s Leased Premises

24

Section 7.02 - Other Fees And Charges

24

Section 7.03 - Amendment Of Fees And Charges

25

Section 7.04 - Airline Reports

26

Section 7.05 - Accounting Procedure

26

Section 7.06 - Airline Traffic And Earning Report

27

Section 7.07 - Cost Excluded

28

Section 7.08 - Annual Airport Budget

28

Section 7.09 - Insufficiency Of Airport System Revenues, Adjustment Of Fees And Charges

29

Section 7.10 - Settlement

30

Section 7.11 - Disposition Of Airport Revenues

30

Section 7.12 - Time And Kind Of Payment

31

Section 7.13 - Procedures To Recover Over-Payment

31

Section 7.14 - Conformity Of Agreement; Fees And Charges To Others

31

Section 7.15 - Surety Bond

32

Article 8: Rights And Privileges Reserved By Authority

33

Section 8.01 - Right To Charges Use Fees

33

Section 8.02 - Right To Improve And Protest The Airport

34

Section 8.03 - Airport Development

35

Section 8.04 - Working Capital Fund

35

Section 8.05 - Renewal and Replacement Fund

36

Section 8.06 - Subordination To Indenture

36

Article 9: Indemnification And Insurance

36

Section 9.01 - Indemnification

37

Section 9.02 - Airline’s Insurance

38

Article 10: Damage Or Destruction Of Leased Premises

39

ii
Section 10.01 - Partial Damage

39

Section 10.02 - Extensive Damage

39

Section 10.03 - Complete Destruction

40

Section 10.04 - Right To Recover Damages

40

Section 10.05 - Limit Of Authority’s Obligation Defined40

Article 11: Environment

41

Section 11.01 - General Conditions

41

Section 11.02 - Groundwater

44

Section 11.03 - Solid and Hazardous Waste

44

Article 12: Cancellation, Assignment And Transfer

44

Section 12.01 - Cancellation By Airline

45

Section 12.02 - Cancellation By Authority

46

Section 12.03 - Termination For Financial Aid

47

Section 12.04 - Assignment And Subletting

48

Article 13: Property Rights Upon Termination

48

Section 13.01 - Airline’s Right Of Removal

48

Section 13.02 - Authority’s Rights At Termination

48

Article 14: General Provisions

48

Section 14.01 - Rules And Regulations

48

Section 14.02 - Compliance With Rules And Regulations

49

Section 14.03 - Interpretation Of Agreement

50

Section 14.04 - Invalid Provisions

50

Section 14.05 - United States Government

50

Section 14.06 - Consent Not To Be Unreasonably Withheld

50

Section 14.07 - Re-delivery Of Premises

51

Section 14.08 - Federal Aviation Administration

51

Section 14.09 - Nondiscrimination

51

Section 14.10 - Other Leases And Contracts

52

iii
Section 14.11 - No Exclusive Right

52

Section 14.12 - Inspection

52

Section 14.13 - Covenant Of Quiet Enjoyment

53

Section 14.14 - Public Auditor

53

Section 14.15 - Agreement Made In Accordance With Local Laws

53

Section 14.16 - Successors

53

Section 14.17 - Headings

53

Section 14.18 - Attorney’s Fees

53

Section 14.19 - Time Of Essence

54

Section 14.20 - Notices

54

iv(Revised June 15, 2006)

AIRLINE USE AGREEMENT AND
LEASE OF PREMISESAIRLINE USE AGREEMENT AND LEASE OF PREMISES, hereinafter referred
to as (“Agreement”), made this _____ day of _________________, 20____, byand between the Commonwealth Ports Authority, hereinafter referred to as(“Authority”), and ___________________________, a corporation permitted to
do business under the laws of the Commonwealth of the Northern Mariana
Islands, with its principal office at __________________________________________,hereinafter referred to as (“Airline”).
WITNESSETH:
WHEREAS, the Authority owns and operates all airports located within the
Commonwealth of the Northern Mariana Islands, including the Saipan
International Airport, hereinafter referred to as (“Airport”); andWHEREAS, the Authority has the right to lease property at the Airport, together
with the facilities, rights, licenses, and privileges hereinafter granted, and has fullpower and authority to enter into this Agreement in respect thereof; andWHEREAS, Airline is engaged in the business of air transportation by aircraftwith respect to persons, property, cargo, mail; andWHEREAS, Airlines desires to lease certain premises, facilities, rights andprivileges in connection with the use of the Airport, and Authority is willing tolease and grant the same to Airline upon the terms and conditions hereinafterstated.
NOW THEREFORE, for and in consideration of the mutual covenants hereof,
Authority hereby leases to Airline and Airline hereby hires and takes from
Authority certain Preferential Use Premises and Common Use Premises(hereinafter jointly called “Leased Premises”), and certain non-exclusive facilities,
rights and privileges in connection with and on the Airport, as hereinafter
described upon the terms and conditions as follows:

ARTICLE 1: DEFINITIONS
The following words, terms, and phrases wherever used in this Agreement
1shall for the purposes of this Agreement have the following meanings:
1.01. Administrative Cost and Revenue Center shall include all direct,
indirect and general administrative Operation and MaintenanceExpenses and Revenues for all administrative functions of the
Airport System. The Administrative Cost and Revenue Center shallbe allocated to all other Cost Centers and Cost and Revenue Centersof the Airport System based on their proportionate share of all otherdirect and indirect Operation and Maintenance Expenses.
1.02. Affiliated Airline Company shall mean any Air Transportation
Company that is regarded or appears to operate as a related entity
and is now or hereafter (a) a subsidiary of Airline, (b) owned inwhole or in part by Airline or its parent company, (c) owns Airline
in part, or (d) so affiliated with Airline or its parent company byvirtue of a code sharing agreement and in any case shall have been
designated in writing by Airline as an Affiliated Airline Company.
For purposes of this Agreement, Airline shall be responsible for andunconditionally guarantees the payment of rentals, fees, and charges,
including Passenger Facility Charges under this Agreement by its
Affiliated Airline Company. An Affiliated Airline Company hosted
by a Signatory Airline will pay rates, fees, and charges at the rate
charged to Signatory Airlines.
1.03. Agreement shall mean this Airline Use Agreement & Lease ofPremises between Authority and Airline, as the same may beamended, modified or altered from time to time pursuant to theterms hereof.
1.04. Air Transportation Business shall mean that business operated by
Airline at the Airport for the commercial transportation by air of
persons, property, mail, parcels and cargo.
1.05. Air Transportation Company shall mean a legal entity engaged in thebusiness of scheduled or non-scheduled commercial transportation
by air of person, property, mail, parcels and cargo.
1.06. Airfield shall mean the Landing Area and the Ramp Area.
1.07. Airfield Cost and Revenue Center shall include all Capital Charges,

2

all direct and indirect Operation and Maintenance Expenses, andRevenues for the Airfield as may be revised from time to time.
1.08. Airline shall mean the Air Transportation Company executing thisAgreement.
1.09. Airline Leased Premises shall mean those areas in the Terminal
leased to Airline as Preferential Use Premises or Common Use
Premises, as defined herein, and as shown on Exhibits A and B,
attached hereto.
1.10. Airline Supported Areas shall mean the direct and indirect Operationand Maintenance Expenses and Capital Charges charged to theAirfield Cost and Revenue Center and the Terminal Cost andRevenue Center.
1.11. Airport shall mean an airport within the Airport System owned andoperated by the Authority that is the subject of this Agreement anddescribed on Exhibits A and B, attached hereto, including all real
property easements or any other interest therein as well as all
improvements and appurtenances thereto, structures, buildings,
fixtures, and all tangible personal property or interest in any of theforegoing, now or hereafter owned leased or operated by Authority.
Exhibits A and B may be revised from time to time by Authority
without the necessity of amending this Agreement.
1.12. Airport Affairs Committee (AAC) shall mean collectively theauthorized representatives of each Signatory Airline that shall meetfrom time to time with representatives of Authority to receive
information and provide input from the Signatory Airlines withregard to selected operation and development matters of the Airport.
1.13. Airport Management shall be the Executive Director of the
Authority and shall include such person or persons as may from time
to time be authorized in writing by Authority, or by its Board of
Directors or the Executive Director or applicable law to act for the
Executive Director with respect to any or all matters pertaining tothis Agreement.
1.14. Airport System shall mean all Airports owned and operated by the3Authority and which includes Rota International Airport, Saipan
International Airport, and Tinian International Airport, together withall appurtenances thereto, structures, buildings, fixtures and alltangible personal property now or hereafter owned, leased or
operated by the Authority.
1.15. Authority shall mean the Commonwealth Ports Authority, a public
corporation created, organized and existing under Title 2, Section
2101 et seq., Commonwealth Code, Commonwealth of the Northern
Mariana Islands.
1.16. Bond Resolution shall mean Resolution No. 02-98, dated March 4,
1998, as supplemented and amended from time to time authorizing
the issuance by the Authority of Bonds or other financing
obligations with respect to the Airport or any successor resolution,indenture or trust agreement.
1.17. Bonds shall mean any bonds or other financing instrument or
obligation of the Authority, other than Subordinated Bonds, issued
for the purposes of improving the Airport, all pursuant to the Bond
Resolution.
1.18.

Capital Charges shall mean with respect to any Fiscal Year, the sumof (1) Debt Service (exclusive of capitalized interest) and Other Debt
Service payable by Authority in that Fiscal Year; plus (2) Return on
Authority Investment; plus (3) Coverage.

1.19. Capital Expenditure shall mean an expenditure net of federal orcommonwealth grants, or PFC, made to acquire equipment or to,purchase or construct a single capital item or project for the purposeof improving, maintaining or developing the Airport System, andshall include expenses incurred for development, study, analysis,
review, design, and planning.
1.20. Common Use Formula shall mean that formula which prorates one
hundred percent (100%) of the cost of a service or space as definedin Exhibit C based on the ratio of each Scheduled Air Carrier’s
Enplaned Passengers using the service or space at the Airport during
the month, to the total of all Enplaned Passengers using the service
or space at the Airport during the month. Not withstanding the4foregoing, Authority shall, after completion of any promotional
offering, adjust the computation to reflect enplanements ofadditional Scheduled Air Carrier at the Airport or after the deletionof a Scheduled Air Carrier at the Airport.
1.21. Common Use Premises shall mean those non-preferential areas of
the Airport (excluding Public Space) used in common by Airline,
along with other authorized users of the Airport, along with all
facilities, improvements, equipment and services which are, or
hereafter may be, provided for such common use, as shown in
Exhibit B, attached hereto.
1.22. Cost and Revenue Centers shall mean those areas of functional
activities of the Airport used for the purposes of accounting for
Revenues, Operation and Maintenance Expenses, and Capital
Charges.
1.23. Cost Centers shall mean those areas or functional activities of the
Airport used for the purposes of accounting for Operation and
Maintenance Expenses and Capital Charges.
1.24. Coverage shall mean twenty-five percent (25%) of the Debt Service
payable for Bonds in each Fiscal Year (adjusted as may be permitted
under the Bond Resolution).
1.25. Debt Service shall mean with respect to any series of Bonds or
Subordinated Bonds the total, as of any particular date ofcomputation and for any particular period or year, of the aggregate
amount required pursuant to the Resolution to be deposited during
such period or year in the Bond Fund.
1.26. Debt Service Reserve Fund shall mean the fund created by the
Indenture for maintaining a balance equal to the maximum annual
Debt Service on all outstanding Bonds (or such lesser amount as
may be permitted by the Indenture.
1.27. Deplaned Passenger shall mean any passenger disembarking anaircraft at the Terminal Complex, including any such passenger thatshall subsequently board another aircraft of the same or a different
Air Transportation Company or the same aircraft, previously

5operating under a different flight number.

1.28. Enplaned Passenger shall mean any passenger boarding an aircraft at
the Terminal Complex, including any such passenger that previously
disembarked from another aircraft of the same or a different Air
Transportation Company or from the same aircraft, previously
operating under a different flight number.
1.29. Extraordinary Coverage Protection shall mean the requirements set
forth in Section 7.09.
1.30. FAA shall mean the Federal Aviation Administration, or its
authorized successors.
1.31. Fiscal Year shall mean the annual accounting period of Authority for
its general accounting purposes which, at the time of entering into
this Agreement, is the period of twelve consecutive months, ending
with the last day of September of any year.
1.32. Hazardous Material shall mean: (a) any oil petroleum products,
flammable substances, explosives, radioactive materials, hazardous
wastes or substances, toxic wastes or substances or any other wastes,materials or pollutants which pose a hazard to the Airport premises
or to the safety and/or health of persons on or about the Airport
and/or cause Airline Premises to be in violation of federal,commonwealth, or local laws governing or regulating hazardous
materials; (b) asbestos in any form, urea formaldehyde foam
insulation, transformers or other equipment which contains dielectric
fluid containing regulated levels of polychlorinated biphenyls, orradon gas; (c) any chemical, material or substance defined as or
included in the definition of “hazardous substances”, “hazardous
waste”, “hazardous material”, “extremely hazardous waste”,“restricted hazardous waste”, “toxic substance” or similar words
under any applicable local, commonwealth, or federal laws, or any
regulations promulgated pursuant thereto, including, but not limited
to: the Comprehensive Environmental Response, Compensation
Act of 1980 (CERCLA), as amended, 42 U.S.C. §§ 9601 et seq; theHazardous Materials Transportation Act, as amended, 49 U.S.C. §§1801, et. Seq.; the Federal Water Pollution Control Act (CWA), 33

6

U.S.C. §§ 1251 et.seq.; The Resource Conservation and Recovery
Act (RCRA), as amended, 42 U.S.C. §§ 6901 et.seq.; the Toxic
Substances Control Act (TSCA), as amended, 15 U.S.C. §§ 32601
et.seq; (d) any other chemical, material or substance, exposure towhich is prohibited, limited or regulated by government authority,
and which may or could pose a hazard to the health and safety ofoccupants of the Airport, and or to any person entering upon the
Airport or adjacent property; and/or (e) any other chemical, material
or substance which may or could pose a hazard to the environment
or a person.
1.33. Indenture shall mean that certain bond indenture dated March 1,
1998 authorizing the issuance of $20,050,000.00 Senior Series A,
Airport Revenue Bonds, authorized by the Bond Resolution, andsuccessor indentures.
1.34. Landing Area shall mean those portions of the Airport provided forthe landing, taking off, and taxiing of aircraft, including without
limitation, approach and turning zones, aviation or other easement,
runways, taxiways, runway and taxiway lights, and otherappurtenances in connection therewith.
1.35. Landing Fee shall mean a fee expressed in tenths of a cent per
thousand pounds of the Maximum Gross Landed Weight of eachtype of Airline’s aircraft and shall be multiplied by the total of all
Maximum Gross Landed Weight for all Revenue Landings of eachtype of aircraft land at the Airport by Airline.
1.36. Maintenance and Operation Expenses shall mean Maintenance andOperation Expenses as defined in the Indenture including the current
expenses, paid or accrued, of operation, maintenance, and ordinary
current repairs of said Airport and shall include, without limiting thegenerality of the foregoing, insurance premiums, administrative
expenses of the Authority relating solely to the Airport, including
engineering, architectural, legal, airport consultants, and accounting
fees and expenses as shall be in accordance with sound accounting
practice. Maintenance and Operation Expenses shall not include any
allowance for depreciation or renewals or replacements or
obsolescence of capital assets of the Airport, or any operation andmaintenance expenses of Special Purpose facilities buildings where

7the lessees thereof are obligated to pay such operation andmaintenance expenses.
1.37. Maintenance and Operation Fund shall mean that fund established
for the payment of Maintenance and Operation Expenses, as defined
under the Indenture, incurred from operation of the Airport.

1.38. Maximum Gross Landed Weight shall mean the maximum grosscertificated landing weight in one thousand pound units for which
each aircraft operated at the Airport by Airline as certificated by the
FAA or its successor.
1.39. Net Requirement shall mean, with respect to the Terminal, the direct
and indirect Maintenance and Operation Expenses for the Terminal
and reserves required by the Indenture, plus its proportional share of
Capital Charges, less reimbursements; with respect to the Airfield,
the direct and indirect Maintenance and Operation Expenses for theAirfield and reserves therefore, plus its proportional share of Capital
Charges.
1.40. Non-Airline Revenues shall mean those rentals, fees and charges
received by Authority from Airport lessees, permittees,
concessionaires, users, and patrons other than Air Transportation
Companies, but does not include PFC’s.
1.41. Non-signatory Airline shall mean any Air Transportation Company
providing service at the Airport and has not signed this Agreement
or a similar agreement and is operating under terms of a resolution
or shorter term agreement.

1.42. Other Cost and Revenue Center shall include all Capital Charges, alldirect, indirect and general administrative Operation and
Maintenance Expenses, and Revenues for the areas other than areasin the Airfield Cost and Revenue Center, Ground Transportation
Cost and Revenue Center, and Terminal Cost and Revenue Center.
1.43. Other Debt Service shall mean any principal, interest, premium, andother fees and amounts, either paid or accrued, on Other

8

Indebtedness of Authority.
1.44. Other Indebtedness shall mean any debt incurred by Authority for
Airport purposes that is outstanding and not authenticated anddelivered under and pursuant to the Indenture.
1.45. Passenger Facility Charge (PFC) shall mean the fees authorized by
49 U.S.C. Appx. 1513(e) and regulated by 14 CFR Part 158 as suchstatute and regulations currently exist or as they may be amended
during the term of this Agreement.
1.46. Preferential Use Premises shall mean those portions of the Terminal
and Terminal Aircraft Aprons assigned to Airline, as shown in
Exhibit A, attached hereto, to which Airline shall have priority overother users, subject to the provisions of Article 2.
1.47. Public Space shall mean all utility rooms, duct-ways, janitorial
rooms and closets, stairways, hallways, elevators, escalators,
entrance-ways, public or common use lobbies and areas, public toilet
areas and other areas used for the operation, maintenance or securityof the Terminal Complex, even if used solely by Authority.
1.48. Ramp Area shall mean the aircraft parking and maneuvering areas
adjacent to the Terminal Complex, and shall include within its
boundaries all Terminal Aircraft Aprons.
1.49. Recognized Net Investment shall mean Authority’s cost of an
improvement, equal to or greater that one hundred thousand dollars($100,000.00), or an acquisition made on or for the Airport(including without limitation the cost of construction, testing,architects’ fees, consultants’ fees, construction management fees,
inspection and surveillance by Authority engineer, condemnation,
relocation expenses, brokers’ fees), reduced by the amount of any
federal or commonwealth grant or PFC received by Authority
therefor, shall be considered Recognized Net Investment.
1.50. Renewal and Replacement Fund shall mean the fund requested by
the Authority’s bond rating agency to pay the cost of unanticipatedrepairs and replacements of major components of the Airport, for thecost of acquisition or construction of improvements, extensions, or9additions, or replacement required to be charged to a capital account,to purchase Bonds for cancellation, and to redeem Bonds at theearliest possible date.
1.51. Return on Authority Investment shall mean the return on Recognized
Net Investment made by Authority after September 30, 2005 with its
own Authority funds (not Bond proceeds; not proceeds frominsurance resulting from casualty damage to or destruction of
improvements on the Airport; not federal or commonwealth grant
funds; not Airline generated funds; and not PFC’s) for new capital
improvements or acquisitions on the Airport equal to the total of theannual amortization of the amount of each item of Recognized Net
Investment over the annual economic life of the improvement or
acquisition in equal annual amounts of principal plus interest, withinterest computed at Authority’s True Interest Cost on the declining
principal balance.
1.52. Revenue Fund shall mean that fund for the deposit of Revenues, as
defined under the Indenture, derived from the operation of the
Airport.
1.53. Revenue Landing shall mean any aircraft landing by Airline at the
Airport for which Airline receive revenue and those non-Revenue
Landings whenever the same aircraft departs the Airport as arevenue flight plus non-Revenue Landings exceeding ten (10%) in
number of Airline’s Revenue Landings during the period.
1.54. Revenues shall mean Revenues as defined in the Indenture including
income accrued by Authority in accordance with generally accepted
accounting principles, including investment earnings, from or inconnection with the ownership or operation of the Airport or any
part thereof, or the leasing or use thereof, but do not include PFC’s
except as authorized for the payment of Debt Service and Coverage.
1.55. Scheduled Air Carrier shall mean any Air Transportation Company
performing or desiring to perform, pursuant to published schedules,
seasonal or non-seasonal commercial air transportation services over
specified routes to and from the Airport and holding the necessary
authority from the appropriate federal or commonwealth agencies toprovide such transportation.

101.56. Scheduled Landings shall mean all Revenue Landings at the Airport
published by Airline in either the Official Airline Guide or on the
Airline’s web site.
1.57. Signatory Airline shall mean an Air Transportation Company thatleases a minimum of two ticket counter positions, associated officeand operations space in the Terminal deemed sufficient by Airport
Management to support its operation, and has an agreement with
Authority substantially similar to this Agreement.
1.58. Subordinated Bond Indenture shall mean an indenture or trust
agreement subordinated to the Indenture authorizing the issuance by
Authority of Subordinated Bonds, as such may be supplemented oramended from time to time.
1.59. Subordinated Bonds shall mean any bonds or other financing
instrument or obligation subordinate to the Bonds, issued pursuant to
any Subordinated Bond Indenture.
1.60. Substantial Completion shall mean the date on which the Authority’sarchitects or engineers certify any premises at the Airport to be
substantially complete as to permit use and occupancy by Airline.
1.61. Term shall mean the period of time during which Airline’s activities
at the Airport shall be governed by this Agreement. Said Term shallbegin on the Effective Date, and, except as otherwise set forth
herein, terminate on the date set forth in Article 5.
1.62. Terminal Aircraft Aprons shall mean those areas of the Airport thatare designated for the parking of passenger aircraft and support
vehicles, and the loading and unloading of passenger aircraft.
1.63. Terminal shall mean the passenger terminal building and appending
structures, law enforcement and security activities, paging systems,
multi-user flight information display systems, and the terminal
roadway system including entrance/exit/recirculating roadways,
terminal curb front, and taxi/bus/ staging areas, but excluding
roadways exclusively serving the public parking areas.
1.64. Terminal Cost and Revenue Center shall include all Capital Charges,

11

all direct, indirect, and general administrative Operation and
Maintenance Expenses, and Revenues for the Terminal Complex.
1.65. True Interest Cost shall mean the index as of September 30th of theprevious Fiscal Year provided by the Bond Buyer’s 25 Bond
Revenue Index.
1.66. TSA shall mean the Office of Homeland Security and Transportation
Security Administration, or their authorized successors.
1.67. Working Capital Development Fund shall mean the fund establishedby Authority for deposit of Revenues remaining after making
required deposits to the Revenue Fund, Operation and MaintenanceFund, Bond Fund, Debt Service Reserve Fund, Maintenance andOperation Reserve Fund, and Renewal and Replacement Fund to be
used for any corporate purpose of the Authority.
Words and phrases used in this Agreement but not defined herein shall have themeanings as defined in the Indenture or, if not so set forth, shall have their usual
and customary meaning.

_________________________________________________________________ARTICLE 2: LEASED PREMISES AND USESSECTION 2.01 - DESCRIPTION OF AIRLINE’S PREFERENTIAL
USE PREMISESThe Airline’s Preferential Use Premises shall be comprised of _____ square feet,
more or less.
The Preferential Use Premises is designated in red on Exhibit A, attached hereto
and by this reference made a part hereof.

SECTION 2.02 - DESCRIPTION OF AIRLINE’S COMMONUSE PREMISESThe Airline’s Common Use Premises shall be comprised of ___________ square
feet, more or less. The location of the Common Use Premises is designated in red

12

on Exhibit B, attached hereto by this reference made a part hereof.
SECTION 2.03 - DESCRIPTION OF NON-EXCLUSIVE USE
PREMISESIn addition to the Airline’s Leased Premises hereinabove defined, Airline is hereby
granted the non-exclusive use, in common with others authorized to do so, of such
space and facilities as may be designated by Authority, which space and facilities,
without limiting the generality hereof, shall consist of:
a)
b)
c)
d)

Ramp Area for the taxing of aircraft;
Space for a reasonable amount of Airlines’ apron equipment;
Loading gates; andAvailable automobile parking spaces in common with other users,
for use by
persons that are employed by the Airline. The location and numberof spaces, together with the parking rate for use thereof, if any, shallbe designated by Authority from time to time during the term hereof.
Any such rate imposed by Authority hereafter shall not exceed thethen current automobile-parking rate charged to all other terminalbuilding tenants at the Airport.

SECTION 2.04 - DESCRIPTION OF PRIVILEGES, USES AND
RIGHTS
Airline shall be entitled, in common with others authorized by the Authority, tothe general use of all public airport facilities and improvements which now are or
may hereafter be connected with or appurtenant to the Airport, except ashereinafter provided. For the purpose of this Agreement, “public airport facilities”
shall include, but not be limited to runways, taxiways, aprons, aircraft parking
areas, roadways, sidewalks, navigational aids, lighting facilities or other public
facilities at the Airport.
Airline’s use of said public airport facilities shall be for the sole purpose ofoperating its Air transportation Business, which use, without limiting thegenerality hereof, shall include:a)

The handling, ticketing, billing and manifesting of passengers,
baggage, cargo,
mail and Airline’s property, in air transportation by Airline.

13

b)

c)

d)

e)

f)

g)

h)

The repairing, maintaining, conditioning, servicing, testing, parking
or storing ofaircraft or other equipment operated by Airline.
The training on the Airport of personnel in the employ of or to be
employed by
Airline.
The sale, lease, transfer, disposal or exchange of Airline’s aircraft
engines, accessories, and other equipment or supplies. Said rightshall include the sale lease, transfer or disposal of any article orgoods used by or brought for use by Airline in connection with its
conduct of its Air Transportation Business; provided, however, that
Airline shall not:1)
Sell food or beverages, except for consumption aloft, as
provided in Paragraph (h) of this Section 1.04.
2)
Sell gasoline, fuel, propellants, greases or other lubricants
except when said products are of particular grade desired byothers and are not otherwise available at the Airport.
Upon approval from the Authority, and subject to Airport Rules andRegulations, Airline may provide technical and mechanical services
to airlines not having a valid agreement with the Authority.
The landing, taking off, flying, taxiing, towing, parking, loading andunloading of Airline’s aircraft or other equipment operated by
Airline used in the operation of schedules, shuttle, courtesy, test,
training, inspection and emergency flights. Said right shall include,
without limiting the generality hereof, the right to load andunload airline’s aircraft adjacent to a convenient entrance to theterminal building at loading gates located on the Airport Apron atpoints to be designated by Authority; provided, however, that flights
carrying cargo or freight only shall load and unload at convenientand accessible points to be designated by Authority.
The loading and unloading of property, cargo and mail at the Airport
by such motor vehicles or other means of conveyance as Airline may
desire or require in the operation of its air transportation service,with the right to designate the particular carrier or carriers who shalltransport Airline’s property, cargo and mail to and from the Airport.
The right to provide food and beverage for consumption aloft bypassengers and crews of Airlines. Nothing in this Agreement shallbe deemed to give Airline the right, without prior written approval
from the Authority, to maintain or operate on the Airport a cafeteria,
restaurant, vending machine, bar or cocktail lounge or club for the

14

I)

j)

k)

l)

purpose of selling or in any manner otherwise providing food orbeverage to the public or to its employees and passengers.
The right to replace existing signs identifying Airline’s business on
and in the terminal building. Signs shall be substantially similar toexisting signs in size, type design and location shall be subject to thewritten approval of Authority prior to installation. Such installationand operation shall be without cost to the Authority.
The right to install, maintain and operate by Airline alone, by Airline
in conjunction with any other scheduled passenger Air
Transportation Companies who are lessees at the Airport, or througha nominee, radio communication, meteorological and air navigationequipment and facilities in or on Airline’s Preferential Use Premises.
The installation, maintenance and operation of such equipment shallbe without cost to Authority and shall require the prior written
approval of Authority as to location, method and type of installation.
The right, except as herein otherwise specifically provided, topurchase or otherwise obtain personal property of any nature(including, but not limited to, gasoline, fuel, propellants andsupplies) deemed by Airline necessary or incidental to its operation,
its exercise of the rights herein imposed. These purchases may bemade through any person, partnership, firm association or
corporation airline may choose.
Airline may, upon receiving prior written approval from the
Authority, and subject to the provisions of this Agreement and the
Authority’s Airport Rules and Regulations, exercise on behalf of any
other Air Transportation Company having an operating agreement or
permit with the Authority any of the rights granted Airline herein, solong as Airline is concurrently exercising those same rights in theoperation of Airline’s own Air Transportation Business at the
Airport.

SECTION 2.05 - RIGHTS AND PRIVILEGES SPECIFICALLYEXCLUDED
Except as specifically provided for in Section 2.04, nothing herein shall be deemed
to give Airline any right or permission to sell at the Airport any goods or services
to the public or to its employees and passengers, other than air transportation
services and related services sold in conjunction therewith, without the priorwritten approval of the Authority. Without limiting the generality of theforegoing, the parties specifically understand and agree that Airline will not15exercise, or take any action inconsistent with, any right granted to any foodbeverage-merchandise concessionaire of the Authority at any airport of theCommonwealth.
Nothing herein shall be deemed to give Airline the right to receive and dispatch
property, cargo or freight (except that owned by Airline) within Airline’s
Preferential Use Premises as provided for in Section 2.01 of this Agreement,
except packages normally tendered to Airline in small, single shipment packages
for counter-to-counter express delivery services.
Nothing herein shall be deemed to give Airline the right to operate any businessproviding a service to third parties which requires permits or licenses pursuant to
the Authority’s Airport Rules and Regulations, without complying with those
Rules and Regulations.
SECTION 2.06 - RIGHT TO INGRESS AND EGRESS
Authority hereby grants the right of ingress to and egress from the Leased Premiseand facilities referred to in Sections 2.01, 2.02, and 2.03 for Airline, its employees,
agents, nominees, passengers, guests, patrons its suppliers of materials or furnisherof services, its aircraft, equipment, vehicles, machinery or other property. Theserights shall be subject to such lawful rules and regulations as may now or hereafter
have application at the Airport.
SECTION 2.07 - ACCOMMODATION OF OTHER AIRLINES
If a scheduled air carrier not now serving the Airport wishes to initiate Scheduled
Air Carrier service to the Airport, and such air carrier has a requirement for
preferential leased space such as is provided to Airline pursuant to Section 2.01 of
this Agreement, and Authority has insufficient space to offer for lease to such air
carrier, then Authority shall in writing request Airline, and all other air carriers
having substantially similar agreements with Authority, to accommodate suchother air carrier, either individually or jointly. Such accommodation may consistof an agreement between Airline and such other air carrier whereby;a)b)Airline will handle the operations of such carrier, or;Airline will share its preferential Leased Premise, as definedin Section 2.01 of this Agreement, with such other carrier.

If the reasonable requirements of such other carrier are not met in the foregoing16

manner within thirty (30) days of such request of Authority to Airline, thenAuthority shall have the right to direct any airline having substantially similar
preferential leased space at the Airport to share its preferential leased space withsuch other carrier, in accordance with the following criterion. For each Airline
occupying similar preferential leased space at the Airport, the number of revenue
passengers carried by such airline and any other carrier it handles at its preferential
leased space or with which it shares its preferential leased space during theprevious six (6) months shall be divided by the number of linear feet of ticket
counter space preferentially leased by such airline. The airline having the lowest
quotient shall be required to share so much of its preferential leased space withsuch other air carrier as shall be necessary to accommodate the reasonablerequirements of such other carrier, but in no event more than one-half of its
preferential leased space.

________________________________________________________________ARTICLE 3: AIRLINE IMPROVEMENTS

SECTION 3.01 - INSTALLED IMPROVEMENTS AND PROPERTY
All improvements, fixtures, equipment and other property bought, installed,erected or placed by Airline in, on, or about the Airport and the Leased Premises
shall be deemed to be personal and remain the property of Airline.
SECTION 3.02 - SURRENDER OF PREMISES
Upon termination or cancellation of this Agreement, Airline shall promptly andpeaceably surrender to the Authority its Leased Premises and all improvements
thereon to which the Authority is entitled in good and fit condition, reasonable
wear and tear as well as damage or repair which is the responsibility of Authority
hereunder excepted.
Provided Airline is not in default for payment of rentals, fees, and charges
hereunder, Airline shall have the right at any time during the Term of thisAgreement to remove from the Airport its aircraft, tools, equipment, trade fixtures,and other personal property, title to which shall remain in Airline, unless otherwise
set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade
fixtures, and other personal property within fifteen (15) business days following
termination of this Agreement, whether by expiration of time or otherwise, as

17

provided herein, subject to any valid lien which Authority may have thereon for
unpaid rentals, fees, and charges. Airline shall not abandon any portion of its
property at the Airport without the written consent of Authority. Any and allproperty not removed by Airline within thirty (30) business days following thedate of termination of this Agreement shall, at the option of Authority, (i) become
the property of Authority at no cost to Authority; (ii) be stored by Authority at no
cost to Authority; or (iii) be sold at public or private sale at no cost to Authority.
Except as may be agreed to otherwise by Authority and Airline, all Authority
property damaged by or as a result of the removal of Airlines’s property shall be
restored by Airline to the condition existing before such damage at Airline’s
expense.
In the event Airline uses its Leased Premises without the written consent of
Authority after this Agreement has been canceled or expires, Airline shall bedeemed a tenant at sufferance during the period of such use and shall pay the rate
for rental, fees, and charges established by Authority for Air Transportation
Companies which are not Signatory Airlines during such period. In such event,
Authority shall have the right to all remedies provided under applicable laws.
__________________________________________________________________ARTICLE 4: OBLIGATIONS OF AUTHORITYSECTION 4.01 - RIGHT TO LEASE PROPERTY
Authority represents that it has the full right to lease those portions of the Airportreferred to herein, together will all premises, facilities, rights, licenses andprivileges herein granted, and has full power and authority to enter into thisAgreement.
SECTION 4.02 - MAINTENANCE AND OPERATION OF AIRPORT
Except as otherwise specifically provided herein, Authority shall, during the termof this Agreement, maintain, operate and keep in good repair the terminalbuilding, terminal apron and all public airport facilities and services now orhereafter connected with the Airport, which Authority has agreed to furnish andsupply hereunder.
Authority shall take all action reasonably necessary, with reasonable promptness,
to keep the Airport runways, taxiways and loading areas free and clear in order toinsure the safe, convenient and proper use of the Airport by the Airline. Authority

18

shall maintain and operate the Airport in a reasonably prudent manner and in all
respects in a manner at lease equal to the highest standards or rating issued by theFederal Aviation Administration for Airports of substantially similar size andactivity and in accordance with all rules and regulations of the Federal Aviation
Administration, or its successor organization.
Nothing herein contained shall be deemed to require Authority to enlarge the
Airport or to make extensions or additions to the landing areas, runways, taxiways
or other appurtenances of the Airport. It is further understood and agreed that
Authority may abandon certain facilities which are no longer reasonably justified
for proper and adequate operation of the Airport.
Authority shall keep the public and passenger space in the terminal building
adequately supplied, equipped, furnished, and decorated, and shall provide signs in
said spaces and in all other public spaces on the Airport. Said signs shall include,
but not be limited to, signs indicating the location of all public restaurants, rest
rooms, shops, telephones, customs area, baggage area, security office, holding
room and all other facilities for passenger or public use in the terminal building or
elsewhere on the Airport.
Authority shall also provide and supply adequate lighting for ramps and adequate
airfield lighting.
Authority shall also provide janitors and other cleaners necessary to keep the
Airline’s Common Use Premises, public and passenger space and the landing areaof the Airport clean, neat, orderly, sanitary and presentable at all times.
SECTION 4.03 - MAINTENANCE AND SERVICE IN AIRLINE’S
PREFERENTIAL USE PREMISES
Authority shall provide, at no additional charge, the following services to Airline
in the Airline’s Preferential and Common Use Premises: exterior building
maintenance, structural maintenance, mechanical and electrical systems
maintenance, and exterior window washing.
Any additional use of electricity and water, other than for normal use, must be
approved by Authority.
SECTION 4.04 - GOVERNMENTAL FACILITIES19

It is expressly agreed that if funds for the provision, and maintenance andoperation of air navigation aids or other facilities required or permitted by theUnited States and/or Authority and needed by Airline for its operation at the
Airport and which are now or may hereafter be furnished by the United States
and/or Authority are discontinued by the United States and/or Authority, Authority
shall not be required to furnish said facilities.
SECTION 4.05 - AIRPORT SECURITY
Authority shall provide, during the term hereof, security in the air operations area
necessary to meet the obligation of Authority in accordance with the provisions of
49 CFR CH. XII, Regulations of the Transportation Security Administration,
Department of Homeland Security, as hereafter amended or constituted.
Airline shall be responsible for obtaining a coordinating any Airport badging,vehicle decal, training an/or other activities required to ensure their agents,
employees, vendors, supplier, service providers, directors, or officers are incompliance with the Airports security plan, TSA Regulations 49 CFR Parts 1500,
1520, 1540, 1542, 1544, 1546, 1548, and 1550, as promulgated, and the terms andconditions of this Agreement. Airline shall be responsible to pay any and all
related costs associated with such badge and/or access privilege. Said badges shallbe valid only for the period of issuance and in no event shall said badges and theaccess privileges which they authorize exist beyond the term of this Agreement.
Badges shall be returned within twenty-four (24) hours or the next business day
after expiration of the badge, termination, suspension or other cessation of
employment, or termination of this Agreement, whichever shall occur first.
Airline shall be responsible for the proper certification and background check for
all its employees, agents, vendors, supplier, service providers, contractors,
subcontractors, officers, and directors for which it requests and/or obtains an
Airport Security Badge. In the event Airline, or any of its employees, agents,
vendors, suppliers, service providers, contractors, subcontractors, officers, anddirectors fails to return such badges upon cessation of employment or other similar
circumstances, and/or any cause of action that either singularly or collectively
would require Authority to re-badge all badged personnel, as required under TSA
Regulations and the Airport’s security plan, Airline shall bear the total cost of suchre-badging process.
Airline covenants that it will at all times preserve the integrity of the Airport’s
security plan and TSA Regulations 49 CFR Parts 1500, 1520, 1540, 1542, 1544,

20

1546, 1548, and 1550, as promulgated and that it will always preserve the securityof any airfield access which Airline maintains. Airline shall be responsible for any
and all of the actions of its employees, contractors, subcontractors, suppliers,
agents, and/or representatives and shall provide any and all escorts, as outlined in
the Airport’s security plan, at all times.
Should Airline, its employees, contractors, subcontractors, suppliers, agents, and/r
representatives cause any security violation, and should Authority be cited for a
civil penalty for such violation, Airline shall reimburse Authority for any
monetary civil penalty which may be imposed by the FAA and/or TSA. Airline
may have badge/access privileges immediately suspended and/or revoked by the
Airport security administrator for failure to adhere to the Airport’s security plan orfor failure to return all badges within the time frame specified herein. In the eventof a severe incident, such actions may also result in the suspension and/or
termination of this Agreement, at the sole discretion of the Authority.
SECTION 4.06 - UTILITY CHARGES
Airline will pay to the Authority a charge for the use of electricity, water, andsewer on Airline’s Leased Premises. Such charges will not be more than theactual charge to Authority by Authority’s supplier of electrical, water, and sewer
services. Telephone services are the sole responsibility of the Airline.
_________________________________________________________________ARTICLE 5: OBLIGATION OF AIRLINE__________________________________________________________SECTION 5.01 - MAINTENANCE OF AIRLINE’S PREFERENTIAL USE
PREMISES
Except for exterior building, structural, and electrical mechanical systems
maintenance, and exterior window washing by Authority, as provided In Section
4.03, Airline shall be obligated, without cost to Authority, to maintain its
Preferential Use Premises and every part thereof in good order, repair and safe
condition.
Airline shall, at its own expense, provide janitorial services in Airline’s
Preferential Use Premises. Said services may be provided by Airline alone, by
Airline in conjunction with other firms or companies who may hereafter be lessees
at the Airport, or by a nominee approved by Authority.

21

Airline shall re-lamp light fixtures as necessary, shall repaint the interior of theAirline’s Preferential Use Premises as necessary, and shall provide for interior
window washing at periodic intervals. All such maintenance, repairs andreplacement shall be of quality equal to the original in materials and workmanship.
All paint colors shall be subject to the prior approval of Authority.
SECTION 5.02 - ALTERATIONS, ADDITIONS OR REPLACEMENTS
During the Term of this Agreement or any extension thereof, Airline shall makeno alterations, additions or replacements to the Leased Premises without the priorwritten approval of Authority.
Airline shall likewise obtain prior approval from Authority before installing, at its
own expense, any additional equipment which requires new electrical or plumbing
connections or changes in those already installed on the Leased Premises.
SECTION 5.03 - TRASH GARBAGE AND AIRCRAFT SEWAGE
Airline shall provide and use suitable receptacles that meet local health standards
for all trash, garbage, aircraft sewage and all other refuse on or in connection with
Leased Premises or in the operation of Airline’s aircraft. Piling of receptacles,
boxes, cartons, barrels or other similar items in an unsafe or unsightly manner inor about the leased premises shall not be permitted. The removal or disposal ofsuch trash, garbage and aircraft sewage containers from the Airport will be at theexpense of the Airlines.
Airline shall utilize the Authority’s incinerator and triturator for the disposal ofaircraft trash and sewage and will pay applicable service fees as established in
Authority’s Airport Rules and Regulations.
SECTION 5.04 - TAXES AND LICENSES
Airlines shall pay all taxes of whatever nature that may be levied or charged upon
Airline’s leasehold improvements or operations hereunder and upon Airline’s rightto use the Leased Premises. Airline shall obtain and pay for all licenses or permits
necessary or required by law for the construction of any additional improvements,
the installation of equipment and furnishings, and any other licenses necessary forthe conduct of its air transportation services. Authority shall assist Airline where
necessary in obtaining said permits. Authority shall not be required to pay any

22taxes by reasons of Airline’s use of the Leased Premises. Airline shall indemnify
fully and save harmless Authority from any taxes imposed or levied against
Authority by reason of Airline’s use of the Leased Premises.
SECTION 5.05 - PUBLIC ADDRESS SYSTEM AND FLIGHT
INFORMATION DISPLAY SYSTEMS
A public address system and flight information display systems may be provided
by Authority at the Airport to all airlines on a nondiscriminatory basis. The use ofsuch facilities may be provided for in one or more separate agreements between
the Authority and one or more airlines, and any airline desiring the use of such
facilities may have such use in accordance with the terms of such agreement oragreements. Copies of such agreements are available for inspection at the officesof the Authority.
SECTION 5.06 HAND-CARRIED ITEMS
Airline agrees that it will accept, free of charge, as accompanying baggage,
merchandise purchased by a passenger from, or delivered to a passenger by, any
concessionaire of the Authority, subject only to Airline’s usual size and weight
limitations on accompanying baggage, and to any and all governmental limitations
on accompanying baggage.
_____________________________________________________________________________ARTICLE 6: TERMSECTION 6.01 - TERM
The Term of this Agreement shall be for a period of 12 months, commencing on
the _____ day of __________ through the _____ day of __________, and on a
year-to-year basis thereafter. This Agreement may be terminated as of September
30th in each year by written notice from either party to the other given on or prior
to August 31st of the year.

________________________________________________________________

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ARTICLE 7: CHARGES AND FEESSECTION 7.01 - CHARGES FOR AIRLINE’S LEASED PREMISESFor the use of Airline’s Preferential Use Premises as described in Section 2.01 of
this Agreement, its Common Use Premises as described in Section 2.02 of thisAgreement, and its Non-Exclusive use Premises as described in Section 2.03 ofthis Agreement, Airline shall pay to the Authority a Departure Facility Service
Charge, an International Arrival Facility Charge, and an In-Transit Passenger
Service Charge, in the amounts specified in Parts 12.3, 12.4, and 12.6 of the
Authority’s Airport Rules and Regulations.
The parties expressly understand and agree that such charges are and may becomputed on a per-passenger basis; that such charges do not constitute a tax, fee,head charge, or other charge, directly or indirectly on persons traveling in aircommerce or on the carriage of persons in air commerce or on the sale of airtransportation, within the meaning of 49 U.S.C. Appx. §1513 (a), but are rather
reasonable rental charges or other service charges from aircraft operators for theuse of Airport facilities, within the meaning of 49 U.S.C.Appx. §1513(b); and thatsuch charges, when computed on a per passenger basis, do not constitutediscrimination against any airline within the meaning of 49 U.S.C.Appx. §1715 or
any other provision of the laws of the United States.
SECTION 7.02 - OTHER FEES AND CHARGESIn addition to the charges provided for in Section 7.01 of this Agreement, Airline
shall pay to Authority the other fees and charges set forth in Part 12 of the
Authority’s Airport Rules and Regulations which is attached hereto andincorporated herein as Exhibit C; provided however, such regulations and thecharges and rates contained therein may be amended from time to time pursuant to
2 CMC §2141 et.seq. Such amended rates and charges shall be incorporated
herein upon such amendments taking effect. Other fees and charges include, but
are not limited to:
Aircraft Landing Fees based upon and expressed to the nearest cent per thousand
pounds of Maximum Gross Landed Weight of each type of Airline’s aircraft andshall be multiplied by the total of all Maximum Gross Landed Weight for all
Revenue Landings of each type of aircraft landed at the Airport by Airline.

24

Airport security recovery fees and incinerator and triturator use fees incorporated
into the Authority’s Airport Rules and Regulations.
Reasonable and non-discriminatory fees and charges for services or facilities notenumerated in this Agreement, but provided by Authority or its contractors andutilized by Airline.
Pro rate shares of any charges for the provision of any services or facilities which
Authority is required or mandated to provide by any governmental entity (otherthan Authority acting within its proprietary capacity) having jurisdiction over the
Airport.
The Authority reserves the right to assess and collect Passenger Facility Charges(“PFC”) subject to the terms and conditions and such methods of collection set forin the Aviation Safety and Capacity Expansion Action of 1990, Section 9110 (the“PFC Act”) and its implementing rules and regulations as may be amended or
replaced. Failure by Airline to remit PFC’s within the time frame required by 14
CFR Part 158 shall be deemed an event of default of this Agreement.
Pursuant to the requirements of 14 CFR Part 158, Authority shall have the right toterminate this Agreement in the event any portion of Leased Premises is not fully
utilized and is not made available for use by potentially competing air carriers or
foreign air carriers. The foregoing provision shall apply only if and to the extent
required by 14 CFR Part 158 or by any PFC assurance executed by Authority
pursuant to said regulation.
As long as a PFC is being collected at the Airport, this Agreement may becanceled in whole or in part, if Airline has an exclusive use for existing facilities
and any portion of Airline’s said facilities is not fully utilized and not madeavailable for use by potentially competing air transportation companies.
SECTION 7.03 - AMENDMENT OF FEES AND CHARGES
Authority may, in the manner provided in this Article 7, amend any of the fees andcharges specified in its Rules and Regulations. Except when Authority acts
pursuant to the provision of Section 7.09 on this Agreement, all amendments ofsuch fees and charges shall take effect at the beginning of the Authority’s fiscal
year (October 1st), and shall continue thereafter until revised in accordance withthis Agreement.

25

SECTION 7.04 - AIRLINE REPORTS
Airline shall file with Authority on forms prescribed by Authority, no later than
the tenth (10th) day of each month, Airline’s report showing the actual landings
made at the Airport during the preceding month, which report shall include thenumber and type of aircraft. The Airline shall provide the Authority with FAAapproved certified maximum gross landing weights for each type of aircraft it
operates at the Airport.
Airline shall also file with the Authority, no later than the tenth (10th) day of eachmonth, Airline’s report showing the actual number of Enplaned and Deplaned
Passengers and the amount of enplaned and deplaned cargo and enplaned mail at
the Airport during the preceding month. Airline shall also provide to the
Authority copies of other public statistical reports pertinent to the Airport as may
be requested by the Authority, without charge to the Authority, and within areasonable time after such request.
Authority shall have the right to audit Airline’s books and records, at any or all
mutually convenient times, to determine the accuracy of Airline’s reports toAuthority pursuant to the provisions of the Section 6.04. All costs of such audit
shall be borne by Authority; provided, that if such audit discloses anunderpayment of fees or charges due from the Airlines to the Authority of amagnitude of 3% or greater, Airline shall promptly reimburse the Authority for the
total cost of such audit.
Airline shall have the right to audit the Authority’s books and records, at any or all
mutually convenient times, to determine whether the fees and charges paid by the
Airline, and other airlines operating at the Airport, are consistent with theprovisions of this Agreement. All cost of such audit shall be borne by Airline.
SECTION 7.05 - ACCOUNTING PROCEDURE
Authority covenants that for purposes of assigning and allocating costs, it shall
utilize generally accepted accounting practices utilized for airports operating as anenterprise fund, and include only those charges properly attributable to the Airport
System.
Authority shall operate the Airport System in a manner so as to produce revenues
from concessionaires, tenants, and other users of the Airport System of a nature
and amount which would be produced by a reasonably prudent operator of an26

airport system of substantially similar size, use and activity, with due regard forthe interests of the public, subject to existing leases.
All rates and charges shall be at reasonable and non-discriminatory rates andadjusted annually based on Authority’s cost, as defined in this Agreement, of the
facility or service provided to and used by Airline.
Indirect and general administrative costs shall be allocated in a reasonable,transparent cost allocation formula calculated consistently for all cost centers of
the Authority.
SECTION 7.06 - CALCULATION OF LANDING FEES
AND PASSENGER CHARGES
Factors that shall be considered in the annual calculation of fees and charges andprovided with the budget are:
The annual total requirement for facility service charges shall be determined bycomputing the sum of the Airport System’s Terminal Cost Center’s direct andindirect Maintenance and Operating Expenses, the Terminal Cost Center’s annual
Debt Service payment requirements, annual Debt Service Coverage, Other Debt
Service, required reserve and capital fund deposits, Return on Authority’s
Investment, and Capital Expenditures for equipment or projects having a net cost
to Authority of less than $100,000.00. To determine the Net Requirement to be
paid through facility service charges the total requirement for facility service
charges will be reduced by the total amount of Terminal Cost and Revenue Center
Non-airline revenue.
The annual total requirement for Landing Fees shall be determined by computing
the sum of Authority’s Airport System direct and indirect Maintenance andOperating Expenses, annual Debt Service payment requirements, annual Debt
Service Coverage, Other Debt Services, required reserve and capital fund deposits,
Return on Authority’s Investment, and Capital Expenditures for equipment or
projects having a net cost to Authority of less than $100,000.00. To determine the
Net Requirement to be paid through air carrier Landing Fees, the total requirement
will be decreased by the total of all Non-Airline revenues received and facility
service charges. The Landing Fee rate will be determined by dividing the Net
Requirement by the estimated total of all air carriers’ Maximum Gross Landed
Weight in one thousand pound units.

27

The annual requirement for determining incinerator fees will be based upon the
Authority’s Recognized Net Investment in such facilities together with ongoing
Operating and Maintenance Expenses such as fuel, personnel, overhead, repairs
and maintenance, insurance, and environmental compliance costs.
The annual requirement for determining triturator use fees will be based upon the
Authority’s Recognized Net Investment in such facilities together with ongoing
Operating and Maintenance Expenses such as fuel, personnel, overhead, repairs
and maintenance, insurance, and environmental compliance costs.
Security facility fees will be based on Authority’s Recognized Net Investment forthe cost of providing EDS equipment, baggage belts, and facilities, plus Operatingand Maintenance Expenses, not paid by either the FAA or TSA.

SECTION 7.07 - COST EXCLUDED
The portion of capital costs of facilities and improvements paid by the Federal orother governmental gifts or grant-in-aid, and depreciation, shall not be included in
the cost factors herein.
SECTION 7.08 - ANNUAL AIRPORT BUDGET
Authority shall mail to Airlines, at least forty-five (45) days prior to final adoption
by the Authority, a copy of the proposed Airport budget for the next succeeding
Fiscal Year commencing October 1st. The Authority shall give due consideration
to the AAC’s written comments if comments are received by Authority fifteen(15) days prior to final adoption. Authority shall promptly furnish Airlines a copyof the adopted Airport budget.
After giving due consideration to air carrier comments, if any, and prior to the endof the then current Fiscal Year, Authority shall notify Airline of the rates forrentals, fees, and charges to be established for the ensuing Fiscal Year.
If calculation of the new rates for rentals, fees, and charges is not completed by
Authority and the notice provided in this Section 7.08 is not given on or prior to
the end of the then current Fiscal Year, the rates for rentals, fees, and charges thenin effect shall continue to be paid by Airline until such calculations are concluded
and such notice is given. Upon the completion of such calculations and the givingof such notice, Authority shall determine the difference(s), if any, between the28

actual rentals, fees, and charges paid by Airline to date for the then current Fiscal
Year and the rates for rentals, fees, and charges that would have been paid by
Airline if said rates have been in effect beginning on the first day of the Fiscal
Year. Said differences shall be applied to the particular rentals, fees, or charges
for which a difference(s) in rates resulted in an overpayment or under payment,
and shall be remitted by Airline or credited or refunded by Authority in the month
immediately following the calculation of the new Fiscal Year’s rates and thegiving of written notice to Airline by Authority.
SECTION 7.09 - INSUFFICIENCY OF AIRPORT SYSTEM REVENUES,ADJUSTMENT OF FEES AND CHARGES
Notwithstanding any other provision hereof, if at any time while this Agreement
shall remain in effect, Authority determines that Airport Revenues are or will beinsufficient to pay, when due, all principal of and interest and premium on, any
Bonds or other instruments of indebtedness issued by the Authority in connection
with the Airport System, any requirements of the Airport Indenture or any otherexpense or cost in incidental or necessary to, or arising out of, the maintenance oroperation of the Airport System, including without limitation, emergency repairs
or expenses, the costs of defending, settling, or satisfying any litigation which
relates to the Airport System, or any aspect thereof, or to compensate for the lossof Airport System Revenue, the Authority may, upon thirty (30) days notice to
Airline, increase the fees and charges provided for herein to such amount as issufficient to assure that all such items, expenses, and costs shall be paid in full,when due, solely from Airport System Revenues.
Airline shall pay Extraordinary Coverage Protection payments in fees and charge
at the Airport in any Fiscal Year in which the amount of Revenues less Operatingand Maintenance Expenses is projected to be less than one hundred twenty-five
percent (125%) of the Debt Service requirement. Any amounts which must becollected for such Extraordinary Coverage Protection payments will be allocatedto Cost Centers within the Airline Supported Areas on the basis of the Net
Requirement of such Cost Centers. Should Extraordinary Coverage Protection
payments be made, Authority will refund to the Signatory Airlines such payments
made by each Signatory Airline as soon as uncommitted funds become available
in the Development Fund.
SECTION 7.10 - SETTLEMENT
Authority shall use its best efforts such that within one hundred (120) days

29

following the close of each Fiscal Year, or as soon as audited financial data forsaid Fiscal Year is available, rates for rentals, fees, and charges for the preceding
Fiscal Year shall be recalculated using audited financial data. Airline shall havereasonable access to the records of Authority, and shall have the right to audit thefinancial data used in connection with such recalculation. Upon the determinationof any difference(s) between the actual rentals, fees, and charges that would havebeen paid by Signatory Airlines using said recalculated rates, Authority shall, inthe event of overpayment, promptly refund to Airline the amount of suchoverpayment within thirty (30) days or such other time period as mutually agreed,
and in the event of underpayment, invoice Airline for the amount of such
underpayment. Said invoiced amount shall be due within thirty (30) days of theinvoice mailing date or other time period as mutually agreed.
SECTION 7.11 - DISPOSITION OF AIRPORT REVENUES(A)Revenues received or otherwise realized by Authority arising from its
operation of the Airport System shall not be expended for any purpose
other than acquiring, establishing, developing, operating, maintaining, andmanaging said Airport System, or satisfying obligations relating to said
Airport System (including, without limitation, obligation under any
concession agreement or bond indenture).

(B)

It is the policy of the Authority that the Airport System owned and operated
by it should be financially self-sufficient; provided, however, that theforegoing policy is not intended by the parties to create any judiciallycognizable right in Airline, but is simply a statement of Authority’s policy
and nothing more. Further, nothing in this Agreement shall require that a
particular facility or cost center within the Airport System shall befinancially self-sustaining.

(C)

Nothing in this Agreement shall restrict or preclude the Authority fromgenerating a surplus from Airport-derived Revenue, or from utilizing suchsurplus for any purpose not prohibited by this Agreement or by law.

(D)

Airline agrees that amounts in the [Development Fund] at the end of each
Fiscal Year, if available, shall be used for any lawful purpose of Authority.
SECTION 7.12 - TIME AND KIND OF PAYMENT(A)Airline agrees to pay Authority in lawful money of the United States of30

America.
(B)

For all fees and charges set forth in this Agreement, Airline shall tendermonthly the amounts due hereunder within ten (10) days after receipt of
invoice from Authority. In the event that an unpaid balance remains after
thirty (30) days from such receipt:i)an additional one percent (1%) per month of the unpaid balance shallbecome due and payable by Airline; andii)
airline shall be liable for all cost of collection, including reasonable
attorney’s fees and court costs.

(C)

In the event that Airline shall fail to tender any payment due hereunder, theAuthority may tender statements of fees and charges due on a basis more
frequent than monthly, and/or may require payment of such fees andcharges upon presentation of statements; and/or may require that payment
be made in cash or by cashier’s check or money order if:i)an unpaid balance remains after forty-five (45) days from receipt of
the invoice; orii)
the Airline has previously failed to tender the monthly amounts due
as provided in Section 7.12(B) within the prior 12 months; oriii)
the Airline tenders a negotiable instrument as payment upon invoice
and such instrument is not honored upon presentment.

(D)

All fees and charges due and owing by Airline hereunder are payable to
Authority or its assignee under any security interest granted by the
Authority provided, that in the event of default by Authority under any
bond indenture to which it is a party, such fees and charges shall be payable
as the trustee of such bonds may from time to time direct.
SECTION 7.13 - PROCEDURES TO RECOVER OVER-PAYMENTIt is the obligation of Airline to pay all fees and charges levied against it pursuant
to this Agreement, on or before the date due. In the event that Airline desires tocontest the validity or amount of any such fees or charges, Airline shall first pay
the same to Authority, and may then seek a refund in any appropriate forum.
SECTION 7.14 - CONFORMITY OF AGREEMENT; FEES AND
CHARGES TO OTHERSThe Authority shall not hereafter during the term of this Agreement, offer to other31

Air Transportation Companies more favorable terms or conditions for use of, orlease of space at, the Airport than those provided in this Agreement forcomparable rights and privileges, unless more favorable rates and conditions areoffered to Airline at the same time.
In the event an Air Transportation Company shall use the facilities or any servicesof the Airport without executing an agreement with the Authority substantially
identical to this Agreement, such Air Transportation Company shall pay fees to
the Authority computed in accordance with the provisions of Part 12.00 of the
Airport Rules and Regulations.
SECTION 7.15 - SURETY BOND
(A)

Amount: Airline shall, at all times during the tendency of thisAgreement, post
surety bond in an amount equal to the greater of:
1)$75,000.00; or
2)
the sum of the following:i)Three months’ Departure Facility Service Charges, as
provided in Section 7.01 of this Agreement. The threemonths’ Departure Facility Service Charges provide hereinshall equal one-quarter of the aggregate of Airline’s
Departure Facility Service Charge due and owing by the
Airline over the immediately preceding twelve-month period.
In the event that airline has not previously served the Airport
for the entire preceding twelve-month period, Authority shall
estimate the amount of Departure Facility Service Charges
based upon prior Departure Facility Service Charges due andowing by the Airline to the Authority, if any, and/or the firstand subsequent monthly flight schedules, if available, of
airline for the Airport; plusii)
Three months’ landing fees, as provided in Section 7.02 of
this Agreement. The three months’ landing fees shall equal
one-quarter of the aggregate of Airline’s landing fees due andowing for the immediately preceding twelve-month period.
In the event Airline has not previously served the Airport for
the entire preceding twelve-month period, authority shall
estimate the amount of landing fees based upon prior landing
fees due and owing by the Airline to the Authority, if any,
and/or the first and subsequent month flight schedules, if

32available, of the Airline. Authority reserves the right toadjust the security deposit, upward or downward, taking into
consideration subsequent changes in estimated Departure
Facility Service Charge and landing fees.
(B)

Bond: The form of the surety bond required by Paragraph A of thisSection 7.15, and the identity of the surety, shall be subject to the approvalof the Authority. Such surety bond shall provide that the bond may not becanceled or reduced except upon thirty (30) days prior written notice to the
Authority. The terms and conditions of such bond shall further provide
that, at any time Airline fails to pay, when due, any fees and charges due
and owing pursuant to the terms of this Agreement, whether or not airline isin default of this Agreement, the surety shall, upon demand by Authority,
pay to Authority such sums as are then due and owing by Airline to
Authority. The surety bond shall survive the termination or expiration ofthis Agreement, if and to the extent that upon such expiration or
termination Airline is indebted to Authority for any such fees and charges.

_________________________________________________________________ARTICLE 8: RIGHTS AND PRIVILEGES RESERVED BY AUTHORITY_________________________________________________________________SECTION 8.01 - RIGHT TO CHARGE USE FEES
Nothing in this Agreement shall be deemed to restrict in any manner Authority’s
right to charge any person, partnership, firm, association or corporation, fees andrentals for the use of Authority’s property or any improvements thereon wheresuch use of said property or improvements is of a regular or permanent nature, orwhere the use is of such a nature as to constitute the performance of a commercial
business at the Airport. Without limiting the generality hereof, Authority shallhave the right to:a)Charge vehicles carrying passengers for hire including tour
buses, hotel/motel vehicles, limousines and taxicabs.
b)Charge persons, partnership, firms, associations or
corporation owned in part or as a whole, or operated by
Airline) a fee for the sale and serving of food and beverage to

33

c)
d)
e)

f)
g)

others for consumption at the airport.
Impose reasonable and nondiscriminatory fees for use of theautomobile parking lots, etc.
Impose rental charges and/or concession fees to airport
tenants that furnish services to the general public.
Impose rental charges for exclusive use of land or facilities at
the Airport other than Airline’s Preferential and Common Use
premises, as defined herein.
Impose use fees for use of the triturator.
Impose use fees for use of the incinerator.

SECTION 8.02 - RIGHT TO IMPROVE AND PROTECT THE AIRPORTIn addition to any other rights herein retained by it, Authority specifically reserves
the following privileges:(A)

The right to develop or improve the landing area and other portions of the
Airport as it deems necessary. If feasible, such improvements shall bemade in a manner, which will cause Airline as little inconvenience aspossible.
The Authority shall review with and seek the timely comments of Airline,
and give serious consideration to the comments of all signatory
airlines, regarding capital improvement programs involving facilities
utilized by Airline directly or indirectly. In the event a governmental order
or requirement results in significantly increased cost or expense that may
affect Airline, Authority shall notify Airline with reasonable promptness inthe manner provided in Section 14.19.
Prior to the initiation by Authority of any capital improvement program forthe construction of a facility, all or substantially all of which is to be usedby one or more tenants to the exclusion of others, Authority shall require
such tenant or tenants to agree in writing to lease such facility from
Authority and to pay rental to the Authority in amounts sufficient to makesuch facility fully self-sustaining, including all maintenance and operating
cost associated therewith, and Authority shall satisfy itself that any suchtenant or tenants is/are financially responsible and can fulfill all obligations
to the Authority. Nothing herein shall restrict the Authority’s right toconstruct facilities all or substantially all of which are of the preferential
use of one or more tenants to the exclusion of others, such as extension to34

or enlargement of the Terminal. But Airline shall have the right toparticipate in such project through its involvement in the budgetary process,in accordance with Article 7 of this Agreement.
B)

The right to take any action it considers necessary to protect the aerial
approaches of the Airport against obstructions, together with the right toprevent Airline from erecting or permitting to be erected any building orother structure on the Airport which , in the opinion of Authority, would
constitute a hazard to aircraft or limit the usefulness of the Airport.

C)

The right during time of war or national emergency to lease the Airport orany part thereof to the United States Government for military use.
In the event any such lease is executed, the privileges of this Agreement
insofar as they are inconsistent with the privileges of the lease to thegovernment shall be suspended.
SECTION 8.03 - AIRPORT DEVELOPMENT

A Signatory Airline through its AAC chairman shall have the right to review andcomment upon the proposed Capital Expenditure(s) with a local share in excess of
one hundred thousand dollars ($100,000.00) when provided with the Authority’s
proposed budget as provided in Section 6.08. If requested by the AAC chairman,
Authority agrees to meet with the interested airlines at a mutually convenient time
for the purpose of discussing its planned Capital Expenditures that will impact
airline fees. In advance of said meeting, Authority shall make available to theairlines any reasonably requested additional information relating to thedetermination of the proposed fees. Authority agrees to fully consider thecomments and recommendations of the Signatory Airlines.
SECTION 8.04 - WORKING CAPITAL FUND
The Authority has established a separate special fund, designated “Working
Capital Fund.” Contribution to such fund shall be made out of fees and charges toall airlines serving the Airport, in the following amounts:a)a sum equal to the total of all funds which are earmarked by any
bond indenture to which the Authority is a party for the constructionof capital improvement projects, and which at the completion ofsuch projects are applied to debt service under such bond indenture;and35b) An amount equal to the Airport System’s annual Coverage requirementc) Any Return on Authority Investment received.
SECTION 8.05 - RENEWAL AND REPLACEMENT FUND
Each Fiscal Year an amount not exceeding $200,000.00 per year, as the
Authority may budget for contribution to such fund will be deposited in the
Renewal and Replacement Fund; provided, that whenever and for so long as the
unencumbered balance in such fund shall equal or exceed $1,000,000, no portionof airline-derived revenues may be allocated to such fund
SECTION 8.06 - SUBORDINATION TO INDENTURE
A.

This Agreement and all right granted to Airline hereunder are
expressly subordinated and subject to the lien and provisions of thepledges, transfer, hypothecation or assignment made the Authority in
the Indenture. Authority and Airline agree that to the extent requiredby the Indenture or law, the holder of the Bonds or their designatedrepresentatives shall have the right to exercise any and all right of
Authority hereunder.

B.

Authority shall notify Airline in advance of any amendments or
supplements to the Indenture that would materially alter the terms
and provisions of this Agreement. Authority and Airline shall use
their best efforts to agree on the implementation of any such material
amendments or supplements desired solely by Authority for its own
purposes.

C.

With respect to property provided by Authority to Airline hereunderwhich was or is to be acquired by the Authority
with proceeds of Bonds, the interest on whichis, or is intended to be, excludable from thegross income of the holders of such Bonds forfederal income tax purposes, the parties hereby
covenant to protect the tax-exempt status of theBonds.

_________________________________________________________________

36

ARTICLE 9: INDEMNIFICATION AND INSURANCESECTION 9.01 - INDEMNIFICATION
The parties agree that Airline is and shall be deemed to be an independent
contractor and operator and not an agent or employee of the Authority with respect
to its acts or omissions hereunder.
Airline agrees to indemnify and save harmless the Authority, its directors, officers,
agents, employees, elected or appointed officials, or volunteers from and against
any and all liabilities, losses, damages, cost and expenses, claims, suits,
judgments, actions and proceedings resulting from any injuries to, or death of, any
person or persons, or loss or damage to property (including property and officers,
employees, and agents of the Authority) arising out of the following except to theextent caused by the negligent acts or omission of the Authority or its agents,
officers and employees:
A)

B)
C)

D)

E)
F)
G)

Suits alleging a taking of property or interest in property without justcompensation, trespass, nuisance or similar suits based upon the useof the Airport for the landing and taking off of an aircraft;
Airline’s use or occupancy of the Airport (other than that covered bySubsection a of this Section 9.01);
The condition of Airline’s Exclusive Use Premises and/or Common
Use Premises, including any equipment or facilities located thereon,
and any repairs, construction and alteration thereto by Airline, its
employees, agents, contractors or subcontractors;
The violation by Airline of any covenant or condition of thisAgreement, or the violation by airline of any other contract, law,ordinance, regulation or court order relating to the Airport;
Acts and omissions of the Airline’s employees and agents;
Claims for environmental and pollution damages arising from theacts and omissions of the Airline and its employees; andPatent and trademark infringement claims arising from or related to
Airline or its operations.

The Authority shall promptly notify Airline in writing of any claim or action
brought against the Authority in respect of which indemnity may be sought by the
Authority against Airline hereunder, furnishing Airline with a copy of all suits
papers and legal process, Airline shall have the right to assume the defense37thereof, including the right to employ counsel and the right to compromise or
settle such claim or action to the extent of its interest.
SECTION 9.02 - AIRLINE’S INSURANCE
Airline agrees that at all times during the Term of this Agreement and renewal andextension thereof, it will keep in effect the forms of insurance set forth in thisSection 9.02. All policies or certificates shall contain a provision that written
notice of cancellation, reduction in amount, non-renewal of coverage or any
material change in said policy by the insurer shall be delivered to Authority ninety(90) days in advance of the effective date thereof. Airline shall procure all
insurance coverages from carriers rated “A” or higher by the A.M. Best Company;
all such carriers shall be subject to the approval of the Authority.
All policies of insurance shall name Authority, its directors, officers, agents,
employees, elected or appointed officials, or volunteers as additional insured.
Airline shall furnish Authority with certificates of insurance from the insurance
carrier evidencing all insurance required hereunder to be in full force and effectduring the entire term of this Agreement.
Property Insurance: Airline shall procure and maintain during theTerm of this Agreement coverage for risks of Direct Physical Lossor Damage to all real and personal property of every kind anddescription belonging to the Airline and the property of others whichis (a) in Airlines care, custody, or control, and (b) for which theAirline is legally liable, in an amount equal to the full replacement
value of such property.
All property insurance policies shall name both Airline and Authority as insured
parties as their respective interests may appear at the time of loss.
a)b)

Aviation Liability Insurance: Airline shall procure and maintainduring the Term of this Agreement, Commercial Airline Liability
insurance providing coverage for Bodily Injury, Personal Injury,
Property Damage, Airport Liability, Premises Liability, Product
Liability, Hangarkeepers Legal Liability, Passenger Liability, Cargo
Legal Liability, Contractual Liability, and Liquor Liability.
Insurance shall be procured with a combined single limit of liability
not less than the product of One Million Dollars ($1,000,000.00)
multiplied by the number of passenger seats in the largest aircraft
operated by the Airline, but in no event less than Ten Million Dollars($10,000,000.00) combined single limit of liability. Bodily injury

38

insurance coverage shall include sickness or disease including death
therefrom. Property Damage insurance shall include the loss of useof such property.
c)Automobile Liability Insurance: Airline shall procure andmaintain during the Term of this Agreement, Commercial
Automobile Liability providing coverage for Bodily Injury andProperty Damage for all owned and non-owned vehicles used on thepremises of the Airport System. Insurance shall be procured with a
combined single limit of liability not less than One Million Dollars($1,000,000.00) land side, and Four Million Dollars ($4,000,000.00)
air side.

d)Workman’s Compensation Insurance: Airline shall procure andmaintain during the Term of this Agreement, Workman’sCompensation Insurance in amounts required under the laws of theCommonwealth of the Northern Mariana Islands.

_________________________________________________________________ARTICLE 10: DAMAGE OR DESTRUCTION OF LEASED PREMISESSECTION 10.01 - PARTIAL DAMAGE
If Airline’s Preferential Leased Premises are partially damaged by fire, explosion,
the elements, the public enemy or other casualty, but not rendered untenantable
Airline shall not be entitled to any abatement of or reduction in any of the fees andcharges payable to the Authority under Article 7 of this Agreement. Such damage
will be repaired with due diligence by Authority, at its own cost and expense;
provided, however, that if such damage is caused by an act or omission of Airline,
its sublessees, agents, nominees, or employees, Airline shall reimburse Authority
for its reasonable cost incurred in making such repairs.
SECTION 10.02 - EXTENSIVE DAMAGE
If Airline’s Preferential Use Premises are damaged by fire, explosion, theelements, the public enemy, or other casualty, and thereby reduced at least
partially untenantable, but capable of being repaired within ninety (90) days,
Airline shall be entitled to a reduction in the fees and charges payable to the
Authority pursuant to the provisions of Section 7.01 of this Agreement, in apercentage equal to the percentage of Airline’s Preferential Use Premises so

39

rendered untenantable, until such damage shall be repaired. Such damage shall be
repaired with due diligence by Authority, at is own cost and expense, provided,
however, or employees, Airline shall reimburse Authority for its reasonable cost
incurred in making such repairs.
SECTION 10.03 - COMPLETE DESTRUCTION
If the Airline’s Preferential Use Premises are damaged by fire, explosion, theelements, the public enemy, or other casualty, and thereby rendered at least
partially untenantable and not capable of being repaired within ninety (90) days,
Airline shall be entitled to a reduction in the fees and charges payable to
Authority, pursuant to the provisions of Section 7.01 of this Agreement, computedin the manner set forth in Section 10.02 of this Agreement. In such event,
Authority shall be under no obligation to repair or reconstruct said premises.
Authority may, in its discretion, repair the Preferential Use Premises at its own
cost and expense; provided, however, that if such damage is caused by an act oromission of Airline, its sublessees, agents, nominees or employees, Airline shall
reimburse Authority for its reasonable costs incurred in making such repairs.
Airline shall not be entitled to any reduction in any fees and charges by reason ofany damage to Airline’s Common Use Premises, as described in Section 2.02 of
this Agreement, or to Airline’s non-exclusive use premises as described in Section
2.03 of this Agreement. Airline shall not be entitled to any abatement or reductionof any other charge payable to Authority pursuant to the provisions of Article 7 ofthis Agreement on account of any damage to its Preferential Use Premises.
SECTION 10.04 - RIGHT TO RECOVER DAMAGES
Nothing in this Agreement shall be construed as a waiver of the right of either
Authority or Airline to recover damage from the other arising out of the fault or
negligence of the other.
SECTION 10.05 - LIMIT OF AUTHORITY’S OBLIGATION DEFINED
It is understood that, in the application of the foregoing Sections 10.01, 10.02 and10.03, Authority’s obligation (if any) shall be limited to repair and reconstructionof the terminal building to the same extent and of equal quality as obtained at thecommencement of the operations hereunder. Redecoration and replacement of
Airline’s furniture, equipment and supplies in the Preferential Use Premises shallbe the responsibility of Airline unless damages thereto are caused by an act or40

omission of the Authority, its lessee, sublessee, agents or employees, in which
event the Authority shall be responsible for the redecoration and replacement.
Any such redecoration and refurnishing-re-equipping shall be equivalent quality tothat originally installed hereunder.

ARTICLE 11: ENVIRONMENTSECTION 11.01 - GENERAL CONDITIONS
A.

Notwithstanding any other provisions in this Agreement, and in addition to
any and all other requirements of this Agreement or any other covenants,
representations or warranties of Airline, Airline expressly covenants,
warrants and represents to Authority in connection with Airline’s
operations at the Airport the following:
1)

Airline is knowledgeable of all applicable federal, commonwealth,and local environmental laws, ordinances, rules, regulations andorders, which apply to Airlines operations at the airport andacknowledges that such environmental laws, ordinances, rules
regulations and orders change from time to time, and Airline agrees
to keep informed of any such future changes.

2)

Airline shall not cause or permit any Hazardous Material hereinafter
placed, stored, generated, used, released or disposed of in, on, underabout or transported from any Airport premises by Airline, its
agents, employees, contractors or other person, unless it hascomplied with the following: (a) with respect to Hazardous Materials
other than oil, petroleum products, and flammable substances
reasonably necessary in connection with Airline’s aeronauticalactivities, the prior written consent of Authority shall be required,
which shall not be unreasonably withheld. Authority may impose,
however, as a condition of such consent, such requirements as
Authority may impose, however, as a condition of such consent,such requirements as Authority in its sole discretion may deem
reasonable or desirable, including without limiting the generality of
the foregoing, requirements as to the manner in which, the time atwhich, and the contractor by whom such work shall be done, and (b)Airline must comply with all environmental laws and regulations,41

and with prudent business practices, with respect to such Hazardous
Materials and (c) the presence of Hazardous Materials must be
reasonably necessary for the operation of Airline’s air transportation
business.
3)

Except as provided for in 2) above, Airline shall comply, and shall at
all times ensure that all Airport premises occupied by it are kept incompliance with all applicable federal, commonwealth, and local
laws, ordinances, regulations, guidelines, and orders relating tohealth, safety, and protection of persons, the public, and theenvironment (collectively “Environmental Laws”). Airline shallfurnish upon the reasonable request of Authority, all reports,
assessments or other documents satisfactory to Authority showingthat no Airport System premises occupied by it are being used nor
have been used by Airline for any activities involving, directly or
indirectly, the use, generation, treatment, storage or disposal of any
Hazardous Materials.

4)

Airline shall not install or allow to be installed any above ground or
underground storage tanks on any Airport System premises.

5)

Except as provided herein, Airline shall warrant that it shall keep
Leased Premises occupied by it free of all environmental, health orsafety hazards and nuisances of any kind whatsoever. Prior to
Airline’s occupancy of any Leased Premises, Airline and Authority,or Authority’s designated agent shall review the condition ofpremises to be occupied by Airline, and shall make written notationof any pre-existing conditions discovered; subsequently, Airline
shall not be responsible to Authority with respect to such preexisting conditions.

6)

Airline shall notify Authority immediately upon discovery of any
Hazardous Material on, in, under or emanating from Airport System
premises occupied by it, any release or threat of release of a
Hazardous Material, illness caused by exposure thereto, as well as
any actual, threatened or potential environmental health or safetyliability, including but not limited to claims lawsuits, notices ofviolation, complaints and investigations. Airline shall immediately,
and at its own expense, take all action necessary to remediate, abate,
and rectify any such conditions at or upon the Airport. If Authority42

is required to remediate or abate any such condition on or upon suchpremises, it may do so upon reasonable notice (under thecircumstances) to Airline, and Airline shall pay all costs incurred by
Authority in undertaking such remediation or abatement.
7)

Except as may otherwise be provided herein, Airline will not makeor allow to be made any change in usage, addition, or improvementsin, on or to any Airport System premises which will result in thepresence or release of Hazardous Materials on any Airport System
premises.

8)

If Airline breaches the obligations stated in this section, or if thepresence of Hazardous Materials on Airport System premises
occupied by Airline results in a release of Hazardous Materials on,
from or to said premises or contamination of the premises or otherproperty (including groundwater), or if contamination of saidpremises or other property by Hazardous Materials otherwise occurs
as a result of Airline’s actions or operations, then, in addition to any
other indemnification provisions contained in this Agreement,
Airline shall indemnify, and hold Authority, its directors, officers,
employees, agents, and volunteers harmless from any and all
resulting claims, judgments, damages, penalties, fines, costs,
liabilities or losses, from any and all resulting claims, judgments,
damages, penalties, fines, costs, liabilities or losses, (including
without limitation, diminution in value of the premises, damages forthe loss or restriction on use of rentable or usable space or of any
amenity of the premises, natural resource damages, damages arisingfrom any adverse impact on marketing of space, damage to otherproperty, or the environment, and such paid in settlement of claims,
attorney’s fees, consultant and expert fees) except to the extent
caused by the negligence or willful misconduct of Authority.

9)

Airline agrees to cooperate with any investigation, audit or inquiry
by Authority or any governmental agency, regarding possible
violation of any environmental law or regulation upon the Airport
System.

10)

Airline agrees that all remedies of Authority provided herein withregard to violation of any federal, commonwealth or local
environmental laws, ordinances, rules, regulation or orders shall be43deemed cumulative in nature and shall survive termination of thisAgreement.
11)

Airline agrees that nay notice of violation, notice of non-compliance,or other enforcement action shallbe provided to Authority withintwenty-four (24) hours of receipt by Airline or Airline’s agent. Any
violation or notice of violation or non-compliance with federal, state,
or local environmental law or ordinance shall be deemed a default
under this Agreement. Such default shall be cured within ten (10)days of receipt of notice of default from Authority, or such longer
period as may be required to effect a cure provided Airline
commences a cure within said ten (10) days and thereafter diligently
prosecutes the cure to completion. Any such default that is not cured
shall be grounds for termination of this Agreement.
SECTION 11.02 - GROUNDWATER

Airline acknowledges that certain properties within the Airport System orowned by the Authority contain groundwater and a water lens that provides water
to inhabitants of the Commonwealth. Accordingly, these properties are subject tocertain rules and regulations issued by both the federal and commonwealthgovernments governing use of said property. Airline agrees to observe and abide
by such groundwater rules and regulations as may be applicable to Authority’s
property and uses thereof.
SECTION 11.03 - SOLID AND HAZARDOUS WASTE
If Airline is deemed to be a generator of hazardous waste as defined byfederal, commonwealth, or local law, Airline shall obtain a generator identification
number from the Environmental Protection Administration (EPA), and theappropriate generator permit shall comply with all federal, commonwealth andlocal laws, and any rules and regulations promulgated thereunder, including but
not limited to, insuring that the transportation, storage, handling and disposal ofsuch hazardous wastes are conducted in full compliance with applicable law.
Airline agrees to provide Authority, upon request, copies of all hazardous
waste permit application documentation, permits, monitoring reports,
transportation, responses, storage and disposal plans and material safety data
sheets, within ten (10) days of any such requests by Authority.
________________________________________________________________

44

ARTICLE 12: CANCELLATION, ASSIGNMENT AND TRANSFERSECTION 12.01 - CANCELLATION BY AIRLINEThis Agreement shall be subject to cancellation by Airline as to any Airport, after
the occurrence of one or more of the following events:
A)

The permanent abandonment by the Authority of the Airport as anairline terminal.

B)

The lawful assumption by the United States Government or any
authorized agency thereof, of the Airport or any substantial parts
thereof, in such a manner as to substantially restrict Airline for aperiod of at least forty-five (45) days from operating thereon for the
carrying of passengers, cargo, property and mail.

C)

The issuance by any court of competent jurisdiction of an injunction
in any way preventing or restraining the use of the Airport or any
part thereof for airport purposes, and the remaining in force of such
injunction for a period of at least forty-five (45) days.

D)

The inability of Airline to use for a period of forty-five (45) days theairfield on the Airport, including approach areas, runways, taxiways,
aprons, navigational aids, and lighting facilities, for the landing andtaking off of Airline’s aircraft, because of fire, explosion,
earthquake, other casualty or acts of God or the public enemy,
provided that same is not caused by negligence or willful acts or
failure to act on part of Airline; or the inability of Airline to use for aperiod of forty-five (45) days any other premises, facilities, rights,
licenses, services or privileges granted to Airline hereunder, except
as otherwise provided hereinabove or Article 10 herein.

E)

The default by Authority in the performance of any covenant oragreement herein required to be performed by Authority and thefailure of Authority to remedy such default for a period of forty-five(45) days after receipt from Airline of written notice to remedy thesame; provided, the notice shall be of no force or effect if Authority
shall have remedied the default or is diligently proceeding to remedy
the default.

45

F)

The permanent cessation by Airline of all service to and from the
Airport.
Airline may exercise such right of termination by giving Authority forty-five (45)days prior written notice at any time after the lapse of the applicable periods oftime, and this Agreement shall terminate as of that date. Charges and fees due
hereunder shall be payable only to the date of said termination; provided, that if
this Agreement is terminated by Airline pursuant to Paragraph (F) of this Section
12.01, and if fees and charges payable under Section 2.01 hereof shall becalculated, in whole or in part ,on a per-square-foot basis, then Airline shall be
liable to Authority for such fees and charges computed on a per-square-foot basis,for forty-five (45) days after the effective date of termination or for one-half of thefees and charges so computed which would have been due between the effective
date of such termination and the end of the then-current term of the Agreement,
whichever is less.
Airline’s performance of all or any part of this Agreement for or during any
period(s) after a default by Authority of any of the terms, covenants and conditions
herein contained to be kept by Authority shall not be deemed a waiver of any righton the part of Airline to cancel this Agreement for any subsequent failure by
Authority to perform, keep or observe any of the terms, covenants or conditions
hereof.
SECTION 12.02 - CANCELLATION BY AUTHORITY
This Agreement shall be subject to cancellation by Authority, by notice to Airline,
upon the occurrence of any one of the following events:a)

The abandonment by Airline of its conduct of air transportation at
the Airport for a period of forty-five (45) days; provided, however,that a suspension of service as a result of a strike or other cause
beyond Airline’s control shall not be deemed to constituteabandonment.

b)

The default by airline in the performance of any covenant oragreement herein required to be performed by Airline, other than thepayment of fees and charges, and the failure of Airline to remedy
such default for a period of thirty (30) days after receipt of written
notice from Authority to remedy same.

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c)
The default by Airline in the payment of any sums due and payable
tothe Authority hereunder or pursuant to the Authority’s Airport
Rules
and Regulations, and the failure of Airline to completely curesuchdefault
within ten (10) days after receipt of written
demand from
Authority to do so.
d)The lawful 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 sucha manner as to substantially restrict Airline, for a period of at least
ninety (90) days, from operating thereon for the carrying ofpassengers, cargo, property and mail.

In addition to the aforesaid events, and without limitation of any other remedies
available to Authority under this Agreement or at law, and without any noticeother than provided for in this Section 12.02, and without any liability to Airline,
Authority may take immediate possession of all leased premises and remove all
persons or property therefrom; and may take such steps as Authority’s Executive
Director, in his sole discretion, deems reasonable to prevent the use of Airport
facilities by Airline.
It is agreed that failure to declare this Agreement terminated upon the default of
Airline for any of the reasons set forth above shall not operate to bar or destroy theright of Authority to declare this Agreement null and void by reason of any
subsequent violation of the terms of this Agreement.
SECTION 12.03 - TERMINATION FOR FINANCIAL AID
In addition to the foregoing, all rights, privileges or interest acquired hereunder by
Airline may, at the option of Authority and following prior written notice of thirty(30) days, be suspended or finally terminated if such suspension or termination isfound by Authority, acting in good faith, to be necessary to secure financial aid
provided by the United States Government for the development of the airport orfor the development or promotion of aeronautical operations thereon; provided,
however, that in the event that this Agreement is terminated by Authority pursuant
to the provisions of this Section 12.03, Authority shallA)

Be liable to Airline for the fair market value of all improvements,
installed by Airline upon the Leased Premises, and

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B)

Utilize its best efforts to provide equivalent rights, privileges andinterest in any new facilities constructed by Authority.
SECTION 12.04 - ASSIGNMENT AND SUBLETTING

Airline shall not sell, assign or this Agreement or transfer any part thereof andshall not sublease all or any portion of the Leased Premises without the priorwritten consent of Authority; provided, however, that upon thirty (30) days’ priorwritten notice to Authority, Airline may assign this Agreement to any corporation
with which Airline may merge or consolidate or which may succeed to the Air
Transportation Business of Airline.
_________________________________________________________________ARTICLE 13: PROPERTY RIGHTS UPON TERMINATION_________________________________________________________________SECTION 13.01 - AIRLINE’S RIGHT OF REMOVAL
Upon termination of this Agreement for any reason, airline shall have the right,
subject to the provision of Section 2.02, for a period of thirty (30) days after thedate of termination, to remove any or all of its property from the Airport;
provided, however, that Airline shall not be in default in its payments to Authority
hereunder and provided that Airline shall restore said premises to their original
condition as of the beginning of occupancy, ordinary wear and tear, damage by theelements, fire, explosion or other causes beyond the control of Airline excepted.
SECTION 13.02 - AUTHORITY RIGHTS AT TERMINATION
Title to any and all property not removed by Airline prior to the expiration of theaforesaid 30-day period shall vest in Authority; provided, however, that Authority
reserves the right to require Airline to remove such improvements and property,
the cost of which shall be borne by Airline.
__________________________________________________________________ARTICLE 14: GENERAL PROVISIONS

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SECTION 14.01 - RULES AND REGULATIONSThe Authority shall at all times have the right to adopt and enforce uniform,
reasonable and nondiscriminatory rules, regulations and standards with respect tothe use of the Airport; provided that such rules, regulations and standards shall beconsistent with safety and security and with all relevant rules, regulations andorders of the FAA with respect to operations at the Airport. At least thirty (30)days prior to adoption by the Authority of any proposed rule, regulation or orderhaving a direct and substantial effect (except in emergency or extraordinary
conditions) on Airline’s rights and privileges granted by this Agreement, theAuthority shall give Airline notice of the proposed rule, regulation or order andafford Airline the right to present to Authority, within such thirty (30) day period,
information and statements thereon. Upon request of a Signatory Airline, theAuthority shall schedule a meeting of the AAC for the purpose of discussing the
proposed rule, regulation, or order. Airline shall observe and obey all suchreasonable rules, regulations, standards and orders and cause the same to beobserved and obeyed by its employees, agents, contractors and representative.
The Authority shall furnish Airline with two (2) copies of any such rules,
regulations, standards and orders at least five days prior to their effective date(except in case of emergency), and all amendments thereto and revisions thereof.
SECTION 14.02 - COMPLIANCE WITH RULES AND REGULATIONSAirline agrees to observe and obey all lawful rules and regulations of the
Authority, which are now in effect or as may from time to time during the Termhereof be promulgated, or any lawful
rule or regulation of the FAA or any federal or CNMI agency which is binding at
law on Airline, as the same are or may from time to time be amended or
supplemented.
Airline covenants and agrees that it will not violate or permit its agents,
contractors, or employees acting on Airline’s behalf to violate any such rules andregulation which are now in effect or may from time to time during the term
hereof take effect. To the extent it is authorized to do so by law, Authority may
prescribe civil penalties and injunctive remedies for violations of its rules andregulations and same may be applied to Airline for violations of their agents,
employees, and contractors acting on Airline’s behalf; provided, however, Airline
does not hereby waive rights to contest such laws, penalties or remedies.
In the event Authority shall be subject to any civil fine or penalty by reason of49

airline’s violation of any governmental rules, regulations and standards as now orhereafter promulgated or enacted, the cost of such fine or penalty shall be borne by
Airline. Airline shall indemnify fully and save harmless Authority from any fineor penalty charged against Authority by reason of Airline’s violation of any
governmental rules, regulations and standards.
SECTION 14.03 - INTERPRETATION OF AGREEMENT
Nothing in this Agreement shall be construed or interpreted in any mannerwhatsoever as limiting, relinquishing or waiving any rights of ownership enjoyedby Authority in the Airport property, or in any manner waiving or limiting the
Authority’s control over the operation, maintenance and general administration of
Airport property or operations, nor in derogation of, such governmental rights as
Authority possesses, except as is specifically provided for herein. Upon
termination of this Agreement, all rights of Airline with respect to the use of
facilities at the Airport shall at once cease and terminate.
SECTION 14.04 - INVALID PROVISIONSIn the event any covenant, condition or provision herein contained is held to beinvalid by any court of competent jurisdiction, the invalidity of such covenant,condition or provisions shall in no way affect any other covenant, condition orprovision herein contained; provide that the invalidity of such covenant, conditionor provision does not materially prejudice either Authority or Airline in its
respective rights and obligations contained in the valid covenants, conditions orprovisions of this Agreement.
SECTION 14.05 - UNITED STATES GOVERNMENTThis Agreement shall be subordinate to the provisions of any existing or futureagreement between:a)Authority and the United States of America relative to themaintenance and operation of the Airport, the execution of which
has been or may be required as a condition precedent to theexpenditure of federal funds for the development of the Airport.

b)Commonwealth of the Northern Mariana Islands and the UnitedStates of America relative to the joint use of the Airport.

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SECTION 14.06 - CONSENT NOT TO BE UNREASONABLY WITHHELD
Whenever consent or approval is required hereunder by either Authority or
Airline, such consent or approval is not to be unreasonably withheld or to bedelayed for any unreasonable period of time.
SECTION 14.07 - RE-DELIVERY OF PREMISES
Except as otherwise provided for herein, Airline shall, upon termination of thisAgreement, quit and deliver up the Leased Premises to Authority peaceable,
quietly and in as good order and condition as the same now are or may hereafter
be improved by Airline or Authority, reasonable use and wear, damage by theelements, fire, explosion or other causes beyond the control of Airline excepted.
SECTION 14.08 - FEDERAL AVIATION ADMINISTRATION
Whenever the term “Federal Aviation Administration” is used in this Agreement,
it shall mean the Federal Aviation Administration created by the Federal
Government under the Federal Aviation Act of 1958, or to such other Federal
Government authority as may be the successor thereto or be vested with the sameor similar authority.
SECTI0N 14.09 - NONDISCRIMINATIONA)The Airline, for itself, its successors in interest and assigns, as partof the consideration hereof, does hereby covenant and agree, as acovenant running with the land, that in the event facilities areconstructed, maintained or otherwise operated on the said property
described in this Agreement for a purpose for which a Department ofTransportation program or activity is extended or for anotherpurpose involving the provision of similar services or benefits, theAirline shall maintain and operate such facilities and services incompliance with all other requirements imposed pursuant to Title 49,
Code of Federal Regulations, Department of Transportation, SubTitle A. Office of the Secretary, Part 21, Nondiscrimination inFederally Assisted Programs of the Department of TransportationEffectuation of Title VI of the Civil Rights Act of 1964, and as said
Regulations may be amended.

B)

The Airline, for itself, its successors in interest and assigns, as part51

of the consideration hereof, does hereby covenant and agree, as acovenant running with the land, that:1)
No person on the grounds of race, color, creed or national
origin shall be excluded from participation in, denied thebenefit of, or be otherwise subjected to discrimination in theuse of said facilities;
2)
In the construction of any improvements on, over or undersuch land,
and the furnishing of services thereon, no person, on the
grounds of race, color, creed or national origin shall orotherwise be subjected to discrimination; and3)That the Airline shall use the premises in compliance with allother requirements imposed by or pursuant to Title 49, Codeof Federal Regulations, Department of TransportationEffectuation of title VI of the Civil Right Act of 1964, and as
said Regulations may be amended.
C)

That in the event of breach of any of the above nondiscrimination
covenants, the Authority shall have the right to terminate thisAgreement and to reenter and repossess said land and the facilities
thereon, and hold the same as if said lease had never been made orissued.
SECTION 14.10 - OTHER LEASES AND CONTRACTS

Nothing contained in this Agreement shall be deemed or construed to nullify,
restrict or modify in any manner the provisions of any other leases or contract
between Authority and Airline authorizing the use of the Airport, its facilities andappurtenance upon payment of rentals, fees and charges therein provided.
SECTION 14.11 - NO EXCLUSIVE RIGHT
It is hereby agreed that nothing herein contained shall be construed to grant orauthorized the granting of an exclusive right prohibited by Section 308 of theFederal Aviation Act of 1958, as amended, and the Authority reserves the right togrant to others the privilege and right of conducting any one or all activity of theaeronautical nature.
SECTION 14.12 - INSPECTION

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Authority, through its authorized agents, shall have the right at all reasonable
times to enter upon the Leased Premises to inspect said Leased Premises, toobserve the performance by Airline of its obligations hereunder, and to do any act
which Authority may be obligated to have the right to do under this Agreement.
SECTION 14.13 - COVENANT OF QUIET ENJOYMENT
Authority covenants and warrants that, upon payments of all rental and othercharges due hereunder by Airline to Authority, and upon observance by Airline of
all the remaining covenants of Airline provided for in this Agreement, Airline
shall hold and may quietly enjoy the premises described in Sections 2.01, 2.02,
and 2.03 of this Agreement, during the Term and any extensions hereof.
SECTION 14.14 - PUBLIC AUDITORThe Public Auditor of the Commonwealth of the Northern Mariana Islands shall,pursuant to 1 CMC §7845, have the right to examine and copy any records, data or
papers relevant to this Agreement for a period of three (3) years after final
payment under this Agreement.
SECTION 14.15 - AGREEMENT MADE IN ACCORDANCE WITH
LOCAL LAWS
This Agreement has been made in and shall be construed in accordance with thelaws of the Commonwealth of the Northern Mariana Islands.
SECTION 14.16 - SUCCESSORSThis Agreement shall bind and inure to the benefits of any successor of Authority
and any successor, assignee or sublessee of Airline.
SECTION 14.17 - HEADINGSThe article and section headings contained herein are for convenience in reference
and are not intended to define or limit the scope of any provisions of thisAgreement.
SECTION 14.18 - ATTORNEY’S FEES
If any suit or action is instituted in connection with any controversy arising under53

this Agreement, the prevailing party shall be entitled to recover and the losing
party agrees to pay in addition to court costs, such sum as the trial court may
adjudge reasonable as attorney’s fees and upon appeal therefrom such sums asappellate court may adjudge reasonable as attorney’s fees. This provision shallsurvive termination by either party with respect to causes of suit or action thatsurvive termination.
SECTION 14.19 - TIME OF ESSENCE
Time is of the essence of this Agreement.
SECTION 14.20 - NOTICES
Notice to Authority provided for herein shall be sufficient if sent by certified mail,postage prepaid, addressed to:
The Commonwealth Ports Authority
Attention: Executive Director
Saipan International Airport
P.O. Box 501055
Saipan, MP 96950
and notices to Airline, if sent by certified mail, postage prepaid, addressed to:__________________________________
Attention: _____________________________________________________________________________________________or to such other address as the parties may designate to each other in writing fromtime to time.

54

IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the day and year first above written.

COMMONWEALTH PORTS
AUTHORITYAIRLINE

By: __________________________

By: ________________________

Date: ________________________

Date: ______________________

Approved as to Form and Legality:________________________________
Legal Counsel, CPA
Date: ___________________________

55

Commonwealth of the Northern
Mariana Islands,
Saipan, MP.

)
)
)
)

ACKNOWLEDGMENT

On this _____ day of _________________ , 20____, before me, a Notary Public
in and for the Northern Mariana Islands, personally appeared___________________________, known to me to be the person whose name issubscribed to the foregoing instrument and acknowledged to me that he/she
executed the same as his/her free and voluntary act and deed for the uses andpurposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

_____________________________NOTARY PUBLIC

Commonwealth of the Northern
Mariana Islands,
Saipan, MP.

)
)
)
)

ACKNOWLEDGMENT

On this _____ day of _________________ , 20____, before me, a Notary Public
in and for the Northern Mariana Islands, personally appeared___________________________, known to me to be the person whose name issubscribed to the foregoing instrument and acknowledged to me that he/she
executed the same as his/her free and voluntary act and deed for the uses andpurposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

____________________________________NOTARY PUBLIC

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