2.1


                                
                                
                                
                           ARTICLE 2.
                                
                       PERIOD OF AGREEMENT

2.01  Effective  Date.     The Effective Date of  this  Agreement
shall  be  January 1, 1990, or if executed by the  Airline  after
February 28, 1990, the date on which the Agreement is executed by
both the Authority and the Airline.

2.02 Expiration Date.    This Agreement shall expire on September
30, 2014, unless sooner terminated as provided in this Article 2,
or Article 10, Article 13, or Article 14 of this Agreement.
     
     2.02.1    This Agreement shall terminate as to all Signatory
Airlines effective at midnight September 30, 1990, if, prior to
August 1, 1990, at least fifty percent (50%) in number of major
or national domestic airlines and foreign flag airlines at each
Airport representing more than fifty percent (50%) of the true
origin and destination passenger activity at each Airport for the
twelve (12) month period ending September 30, 1989, have -not
become Signatory Airlines.  Notwithstanding the foregoing, the
Authority has the right to continue the Agreement in effect in
accordance with its terms by giving notice thereof to the
Airline.  Notice, to be effective, must be in writing and mailed
to all Signatory Airlines prior to August 31, 1990, provided,
that in such event the Airline may elect to terminate this
Agreement by notice to the Authority prior to October 1, 1990.
     
     2.02.2    Notwithstanding any other provisions, the
Authority may, in its sole discretion for any reason, terminate
this Agreement effective at midnight December 31, 2004, or
September 30 of any year thereafter during the Period of this
Agreement, provided that the Authority gives one hundred eighty
(180) days written notice to the Airline which states the
Authority's reasons for the termination and, further, the
Authority terminates the Agreement of all Signatory Airlines
effective on the same date.  The Authority shall not terminate
the Agreement of any Signatory Airline under this provision
unless similar and simultaneous action is taken and effected to
terminate the Agreement of each signatory Airline.

2.03 Prior Agreements and Leases.
     
     2.03.1    At midnight, December 31, 1989, all Prior
Agreements and Leases not then terminated or expired shall be
deemed terminated as of that date, except that the Surviving
Agreements, or provisions thereof, listed in Exhibits N-K and D-K
shall continue in effect until they expire or are terminated by
the Authority or the Airline in accordance with the provisions
included in any such Surviving Agreements.
     
     2.03.2    The joint lease agreement listed in Exhibit D-K,
Item 2, (Amendments to Contracts DTFAl5-85-C-50015, DTFAl5-85-C-
50006, and DTFA15-85-C-50020) shall expire on December 31, 1990,
and the airlines who are parties thereto and the Authority shall
have no further obligations thereunder.
     
     2.03.3    The contract listed in Exhibit N-K, Item 3,
(Contract No. DOT-FA-NA-5135, as amended) between the Authority
and Eastern Air Lines, Inc., and all rights thereunder shall
expire on the Substantial Completion Date of Eastern's Permanent
Premises in the New North Terminal if not otherwise terminated as
provided for therein.
                                
                           ARTICLE 3.
                                
                 DEFINITIONS AND INTERPRETATION

3.01 Definitions.   Except as otherwise clearly indicated by  the
context, the following words, terms, and phrases wherever used in
this Agreement shall for the purposes of this Agreement have  the
following meanings:
     
     Additional Projects shall mean capital expenditures for
construction, acquisitions, and improvements related to the
Airports, other than small capital items includable as O&M
Expenses in accordance with Authority policy and other than those
Projects included in the Capital Development Program.
     
     Administrative Cost Center shall mean the Cost Center
described in Exhibits N-E and D-E.
     
     Agreement shall mean this Airport Use Agreement and Premises
Lease between the Authority and the Airline, as the same may be
amended or supplemented from time to time.
     
     Air Transportation Business shall mean that business of a
Scheduled Air Carrier operated by the Airline at either or both
of the Airports.
     
     Air Transportation Company shall mean (i) a Scheduled Air
Carrier or (ii) a company engaged in nonscheduled common carriage
by air of persons, property, and/or mail.
     
     Aircraft Parking Positions shall mean those portions of the
Ramp Areas at each of the Airports, other than Dulles Jet Apron
Positions, that are used for the parking of aircraft and support
vehicles and the loading and unloading of passengers and cargo.
     
     Aircraft Parking Position Charges shall mean those charges
payable by the Airline, if applicable, for the preferential use
of Aircraft Parking Positions as set forth in Section 8.04.
     
     Airfield Cost Center shall mean the Cost Center described in
Exhibits N-E and D-E.
     
     Airfield Net Requirement shall mean at each Airport the
Total Requirement attributable to the Airfield Cost Center, less
(i) Aircraft Parking Position Charges and Dulles Jet Apron Fees,
if any; (ii) direct utility or other reimbursements attributable
or allocable to the Airfield Cost Center; and (iii) Transfers, if
any, allocable to the Airfield Cost Center.
     
     Airline shall mean the Scheduled Air Carrier executing this
Agreement.
     
     Airline Funded Airfield Coverage shall mean for each Fiscal
Year at each Airport, Debt Service Coverage allocable to the
Airfield Cost Center for such Fiscal Year multiplied by a
fraction, the numerator of which is the landed weight for all
Signatory Airlines at that Airport for such Fiscal Year and the
denominator of which is the total landed weight for all Air
Transportation Companies and General Aviation at that Airport for
such Fiscal Year.  Airline Funded Airfield Coverage shall be
calculated separately for Debt Service on Subordinated Bonds and
Debt Service on Senior Bonds.
     
     Airline Funded Coverage shall mean for each Fiscal Year at
each Airport, the sum of Airline Funded Airfield Coverage for
such Fiscal Year for that Airport and Airline Funded Terminal
Coverage for such Fiscal Year for that Airport.  Airline Funded
Coverage shall not include Equipment Coverage.
     
     Airline Funded Terminal Coverage shall mean for each Fiscal
Year for each Airport for each Cost Center and Terminal Sub-
Center within the Terminal Cost Center, Debt Service Coverage for
such Fiscal Year allocated to such Sub-Center multiplied by a
fraction the numerator of which is the amount of Premises leased
to and the amount of space used as Common Use Premises by the
Signatory Airlines in such Sub-Center and the denominator of
which is the total amount of Rentable Space in such Cost Center
and Terminal Sub-Center.  The Airline Funded Terminal Coverage
shall be calculated separately for Debt Service on Subordinated
Bonds and Debt Service on Senior Bonds.
     
     Airline Operating Facilities shall mean furniture,
furnishings, special light fixtures, carpeting, draperies, wall
coverings, decorations, decorating or other special finishing
work, signs, appliances, trade fixtures and equipment that is
owned, furnished, installed, and used by the Airline in its
operations on the Airport.
     
     Airline Representative shall mean that person designated by
a numerical majority of the Signatory Airlines at each Airport to
represent said Signatory Airlines in matters relating to the
Capital Development Program and Additional Projects at that
Airport.
     
     Airline Supported Areas shall mean for each Airport the
Airfield, Terminal and Equipment Cost Centers at that Airport and
at Dulles shall also include the IAB, the AOB, and the Passenger
Conveyance System Cost Centers.
     
     Airline Transfer Account shall mean the account in the
Revenue Fund created pursuant to Section 9.06.
     
     Airport or Airports shall mean the real property including
improvements constituting either or both Washington National
Airport ("National" or "National Airport"), located in Arlington
County, Virginia, and Washington Dulles International Airport
("Dulles" or "Dulles Airport"), located partially in Fairfax
County and partially in Loudoun County, Virginia, as depicted in
Exhibits N-A and D-A attached hereto, and as each may be
subsequently improved, enlarged, or otherwise modified.
Washington Dulles International Airport shall include the
Washington Dulles International Airport Access Highway.
     
     Airside Operations Buildings (or "AOB") shall mean the
facilities (other than the Existing or New Midfield Concourses)
located on the Dulles Jet Apron and used to support the servicing
of aircraft.
     
     Airside Operations Buildings (or "AOB") Rentals shall mean
those rentals payable by the Airline for its use, if any, of the
Airside Operations Buildings in accordance with Paragraph 8.08.3.
     
     Airside Operations Buildings (or "AOB") Cost Center shall
mean the Cost Center described in Exhibit D-E.
     
     Amortization Requirements shall mean the repayment of
capital costs as principal and interest, in substantially, equal
annual installments over a fixed term for a capital expenditure
which is not debt financed, and for which Amortization
Requirements are to be included in rentals, fees, and charges
pursuant to Section 10.06.  The Amortization Requirement for each
such capital expenditure shall be computed using an amortization
period as reasonably determined by the Authority, and an interest
component equal to the Thirty-Year Revenue Bond Index, published
by the "Bond Buyer," on the date nearest the date on which said
capital expenditure is placed in service; provided, however, if
the asset in question could not legally be financed with the
proceeds of tax-exempt Bonds, the interest component shall be
fifty (50) basis points above the then current yield for a United
States Government obligation with a maturity comparable to the
period of amortization.
     
     Authority shall mean the Metropolitan Washington Airports
Authority.
     
     Authority Capital Fund shall mean that fund created pursuant
to Section 9.06.
     
     Authority's Architects and Engineers shall mean the
architects and engineers employed by the Authority, or who are
under contract to the Authority.
     
     Aviation Cost Center shall mean the Cost Center described in
Exhibits N-E and D-E.
     
     Base-of-the-Tower Facilities shall mean the facilities for
the conduct of business by an Air Transportation Company
appurtenant, as of January 1, 1990, to Aircraft Parking Positions
A-l through A-18.
     
     Board shall mean the Board of Directors of the Metropolitan
Washington Airports Authority.
     
     Bonds shall mean Senior Bonds, Subordinated Bonds, and Other
Indebtedness.
     
     Capital Charges shall mean (i) Debt Service, (ii)
Depreciation Requirements, and (iii) Amortization Requirements.
     
     Capital Development Program shall mean the construction,
acquisitions and improvements to the Airports, as more
particularly described in Exhibits N-I and D-I attached hereto,
including the Dulles Stage II Development Plan.
     
     Cargo Cost Center shall mean the Cost Center described in
Exhibit D-E.
     
     Chargeable Landings shall mean those aircraft landings for
which landing fees shall be due and payable by the Airline, as
set forth in Section 8.02.  Such landings shall include all
landings of aircraft that come to a complete stop on the Airport,
with the exception of emergency landings.
     
     Common Use Charges shall mean those charges, if any, payable
by the Airline t& the Authority for the use of Common Use
Premises at each Airport, determined in accordance with Paragraph
8.03.5.
     
     Common Use Premises shall mean those areas at the Airport
which two or more Scheduled Air Carriers are authorized to use,
as shown on Exhibits N-B and D-B attached hereto.  For purposes
of calculating rentals, fees, and charges hereunder, such Common
Use Premises shall be deemed Rentable Space; provided, however,
no leasehold interests shall accrue to or be acquired by any
authorized user thereof.
     
     Construction Documents shall mean those plans and
specifications prepared for inclusion in construction bid
documents for the Capital Development Program.
     
     Contract Security shall mean a security for payment as set
forth in Section 8.13.
     
     Cost Centers shall mean those areas or functional activities
established by the Authority at each Airport, as set forth in
Exhibits N-E and D-E attached hereto, and as may be amended by
the Authority.
     
     Current Cost Estimate shall mean, as of any date of
calculation, the projected total costs in then current dollars of
one or more or all of the Projects in the Capital Development
Program (as the context shall determine) as estimated by the
Authority's Program Manager.  Any Current Cost Estimate shall
incorporate actual costs for completed Projects; substitute bid
amounts for estimates when available; include the financial
impacts of change-orders accepted by the Authority; and, reflect
any other changes that the Authority reasonably believes will
change said projected total costs from the amounts shown in
Exhibits N-I and D-I.
     
     Debt Service shall mean, as of any date of calculation for
any Rate Period, the amounts required pursuant to the terms of
any Indenture to be collected during said period for the payment
of Bonds, plus fees and amounts payable to providers of any form
of credit enhancement used in connection with Bonds.
     
     Debt Service Coverage shall mean, as of any date of
calculation for any period, an amount equal to twenty-five
percent (25%) of the portion of Debt Service attributable to
Senior Bonds and Subordinated Bonds, plus such other amounts as
may be established by any financing agreement or arrangement with
respect to Other Indebtedness.
     
     Debt Service Reserve Fund shall mean any fund of that name
created and established pursuant to any Indenture.
     
     Deplaning Passenger shall mean any revenue passenger
disembarking at the Airports, including any such passenger that
shall subsequently board another aircraft of the same or a
different Air Transportation Company.
     
     Depreciation Requirements shall mean the annual amount
charged by the Authority to recover its remaining investment in
certain vehicles and equipment acquired by the Authority during
the period from June 7, 1987, through September 30, 1989.
     
     Direct Cost Centers shall mean those areas or functional
activities established by the Authority at each Airport as set
forth in Exhibits N-E and D-E, and as may be amended by the
Authority.
     
     Dulles Cargo Apron shall mean those areas provided by the
Authority at Dulles for the loading and unloading of all-cargo
flights, as shown in Exhibit D-A attached hereto.
     
     Dulles Jet Apron shall mean that portion of the Dulles Ramp
Areas identified as such and shown in Exhibit D-A.
     
     Dulles Jet Apron Fees shall mean those amounts payable by
the Airline, if applicable, for the use of the Dulles Jet Apron
positions, including hard stands, as set forth in Paragraph
8.04.4.
     
     Dulles Main Terminal shall mean a Terminal Sub-Center at
Dulles as more particularly described in Exhibit D-E.
     
     Dulles Rate Credit Amortization Requirements shall mean the
amounts to be included in the Total Requirement to reimburse
certain Scheduled Air Carriers for terminal improvements
completed and paid for by said Scheduled Air Carriers prior to
October 1, 1989, as set forth in the Surviving Agreements.
     
     Dulles Stage II Development Plan (or "Dulles Stage II")
shall mean specific Projects identified as such in Exhibit D-I,
which Projects shall generally include the initial New Midfield
Concourse(s), Passenger Conveyances, and other related
improvements at Dulles.
     
     Early Program shall mean those Projects of the Capital
Development Program funded from the proceeds of Subordinated
Bonds issued prior to January 1, 1990.
     
     Effective Date shall mean the date set forth in Article 2
for the commencement of this Agreement.
     
     Emergency R&R Fund shall mean that fund created by the
Senior Indenture for emergency repair and rehabilitation of the
Airports.
     
     Enabling Legislation shall mean the District of Columbia
Regional Airports Authority Act of 1985 (D.C.  Law 6-67), as
amended1 and Chapter 598, Virginia Acts of Assembly of 1985, as
amended.
     
     Enplaning Passenger shall mean any revenue passenger ~
boarding at the Airports, including any such passenger that
previously disembarked from another aircraft of the same or a
different Air Transportation Company.
     
     Equipment shall mean that equipment and devices owned by the
Authority and leased to the Airline, which may include but shall
not be limited to, baggage make-up and baggage claim conveyors
and devices, loading bridges, 400 Hz, and preconditioned air
units.
     
     Equipment Charges shall mean those amounts payable by the
Airline, if applicable, for the use of Equipment in accordance
with Section 8.05.
     
     Equipment Coverage shall mean for each Fiscal Year for each
Airport, Debt Service Coverage for such Fiscal Year included in
Equipment Charges.
     
     Equipment Sub-Centers shall mean those individual facilities
at each Airport that are included in the Equipment Cost Center at
that Airport, as described in Exhibits N-E and D-E.
     
     Exclusive Use Premises shall mean those Premises leased
exclusively to the Airline, as shown on Exhibits N-B and D-B
attached hereto.  Except as may otherwise be agreed to, Exclusive
Use Premises shall include ticket counters, associated offices,
and baggage make-up area and Equipment reasonably necessary for
the use thereof.
     
     Existing Airport Facilities shall mean those Airport areas
available for beneficial use and occupancy on January 1, 1990.
     
     Existing Midfield Concourses shall mean a Terminal Sub-
Center at Dulles as more particularly described in Exhibit D-E.
     
     Existing North Terminal shall mean a Terminal Sub-Center at
National as more particularly described in Exhibit N-E.
     
     Extraordinary Coverage Protection Payments shall mean those
payments, if any, required pursuant to Paragraph 9.07.3.
     
     FAA shall mean the Federal Aviation Administration, or its
authorized successor(s) other than the Authority.
     
     Federal Lease shall mean the Agreement and Deed of Lease,
dated March 2, 1987, between the United States of America, acting
through the Secretary of Transportation, and the Authority, as
the same may be amended or supplemented.
     
     Fiscal Year shall mean the annual accounting period of the
Authority for its general accounting purposes which, at the time
of entering into this Agreement, is the period of twelve
consecutive months beginning with the first day of October of any
year.
     
     Fixed Base Operators (or "FBOs") shall mean those commercial
businesses at the Airports authorized by the Authority to sell
aviation fuels and provide other aviation-related services, but
shall not mean the Fueling Agent.
     
     Fueling Agent shall mean, for each Airport, that agent
selected to operate and maintain the Fueling System for that
Airport and deliver fuel through the Fueling System.
     
     Fueling System shall mean (i) at Dulles, the Authority-owned
hydrant fueling system, if any, and the Authority-owned fuel
farm; and (ii) at National, the Authority-owned hydrant fueling
system, if any, and the Authority-owned fuel farm.
     
     General Aviation shall mean an operator of (i) private or
corporate aircraft not used in the common carriage of passengers,
cargo, or freight; or (ii) aircraft as a nonscheduled air taxi.
     
     General Manager shall mean the General Manager of the
Authority and shall include such person or persons as may from
time to time be authorized by the General Manager to act for the
General Manager with respect to any or all matters pertaining to
this Agreement.
     
     General Purpose Fund shall mean that fund created by the
Senior Indenture.
     
     Ground Transportation Cost Center shall mean the Cost Center
described in Exhibits N-E and D-E.
     
     Indenture shall mean the Senior Indenture, Subordinated
Indenture, or Other Indenture, including amendments, supplements,
and successors thereto
     
     Indirect Cost Centers shall mean those functions and related
facilities, not within a Direct Cost Center, established by the
Authority at each Airport as set forth in Exhibits N-E and D-E,
and as may be amended by the Authority.
     
     Interim Hangar 11 Terminal shall mean a Terminal Sub-Center
at National as more particularly described in Exhibit N-E.
     
     International Arrivals Building ("IAB") shall mean those
facilities provided by the Authority at Dulles for the processing
by U.S. Customs and Immigration Services of international
Deplaning Passengers requiring such processing and shall include
the IAB to be constructed at Dulles pursuant to the Capital
Development Program.
     
     International Arrivals Building (or "IAB") Charges shall
mean those charges payable by the Airline for the use, if any, of
the International Arrivals Building in accordance with Section
8.07.
     
     International Arrivals Building (or "IAB") Cost Center shall
mean the Cost Center described in Exhibit D-E.
     
     Joint Use Premises shall mean those Premises leased on a
joint use basis to the Airline and one or more other Signatory
Airlines, as shown on Exhibits N-B and D-B attached hereto.
     
     Landing Area shall mean those portions of each Airport
provided for the landing, taking off and taxiing of aircraft,
including without limitation, approach and turning zones,
avigation or other easements, runways, taxiways, runway and
taxiway lights, and other appurtenances in connection therewith.
     
     Landing Fees shall mean those fees, calculated in accordance
with Section 8.01, payable by the Airline for the use of the
Airfield.
     
     Low Volume Airline shall mean a Scheduled Air Carrier
operating under Part 135 of the FAA Regulations1 eligible to pay
Low Volume Common Use Fees for the use of Common Use Premises, as
described in Paragraph 8.03.6.
     
     Low Volume Common Use Fees shall mean those fees payable by
a Low Volume Airline, if applicable, for the use of Common Use
Premises, as set forth in Paragraph 8.03.6.
     
     Main Terminal shall mean a Terminal Sub-Center at National
as more particularly described in Exhibit N-E.
     
     Maintenance Cost Center shall mean the Cost Centers
described in Exhibits N-E and D-E.
     
     Majority-in-Interest shall mean, at each Airport, for the
Airfield Cost Center, fifty percent (50%) in number of all
Signatory Airlines and Signatory Cargo Carriers at such Airport
which together landed more than sixty percent (60%) of Signatory
Airlines' and Signatory Cargo Carriers' landed weight at that
Airport during the most recent six (6) full month period for
which the statistics are available, and for the Airline Supported
Areas (excluding the Airfield Cost Center), fifty percent (50%)
in number of Signatory Airlines at such Airport which together
were obligated to pay more than sixty percent (60%) of the sum of
Terminal Rentals, Common Use Charges, IAB Charges, AOB Rentals,
Passenger Conveyance Charges, and Equipment Charges at such
Airport during the most recent six (6) full month period for
which statistics are available.
     
     Maximum Certificated Gross Landed Weight shall mean the
maximum gross certificated landing weight in one thousand pound
units, as stated in the Airline's flight operations manual, at
which each aircraft operated at the Airports by the Airline is
certificated by the FAA.
     
     Net Remaining Revenue shall mean that amount set forth in
Paragraph 9.05.2.
     
     New Midfield Concourse(s) shall mean a Terminal Sub-Center
at Dulles and particularly the building(s) and related facilities
for the conduct of business by an Air Transportation Company and
for appurtenant Aircraft Parking Positions to be constructed as
part of the Capital Development Program.
     
     New North Terminal shall mean a Terminal Sub-Center at
National and particularly the buildings and related facilities
for the conduct of business by an Air Transportation Company and
for appurtenant Aircraft Parking Positions to be constructed as
part of the Capital Development Program.
     
     Non-Aviation Cost Center shall mean the Cost Center
described in Exhibits N-E and D-E.
     
     Operation and Maintenance Expenses ("O&M Expenses") shall
mean for any period all expenses of the Authority paid or accrued
for the operation, maintenance, administration, and ordinary
current repairs of the Airports.  Operation and Maintenance
Expenses shall not include (i) the principal of, premium, if any,
or interest payable on any Bonds; (ii) any allowance for
amortization or depreciation of the Airports; (iii) any other
expense for which (or to the extent to which) the Authority is or
will be paid or reimbursed from or through any source that is not
included or includable as Revenues; (iv) any extraordinary items
arising from the early extinguishment of debt; (v) rentals
payable under the Federal Lease; and (vi) any expense paid with
amounts from the Emergency R&R Fund.
     
     Operation and Maintenance Fund ("O&M Fund") shall mean that
fund created by the Senior Indenture.
     
     O&M Reserve shall mean that reserve for O&M Expenses
required by the Senior Indenture.
     
     Original Cost Estimate shall mean for one or more or all of
the Projects in the Capital Development Program (as the context
shall determine) the amount specified for such Project in
Exhibits N-I and D-I.
     
     Other Indebtedness shall mean any financing instrument or
obligation of the Authority, except the Federal Lease, payable
from Revenues on a basis subordinate to the Authority's
obligation to pay Subordinated Bonds.
     
     Other Indenture shall mean any indenture, loan agreement,
credit arrangement, or other agreement which specifies the terms
of the Authority's obligation to pay Other Indebtedness.
     
     Outstanding shall mean, with respect to any series of Bonds,
the definition of "Outstanding" in the Indenture under which said
series of Bonds were issued.
     
     Passenger Conveyances shall mean the Dulles mobile lounges,
buses, or other ground transportation devices, including any
underground people mover systems provided by the Authority at
Dulles for the movement of passengers and other persons (i)
between aircraft, on the one hand, and the Dulles Main Terminal
or the IAB, on the other, (ii) between and among the Existing or
New Midfield Concourses and the Dulles Main Terminal, and (iii)
between and among the Dulles Main Terminal and IAB at Dulles.
     
     Passenger Conveyance Charges shall mean those charges
payable by the Airline pursuant to Section 8.09.
     
     Passenger Conveyance System Cost Center shall mean the Cost
Center described in Exhibit D-E.
     
     Passenger Security Reimbursements shall mean those amounts
payable by the Airline for the law enforcement officers stationed
at the passenger screening facilities pursuant to Federal
Aviation Regulations Parts 107 and 108, as they may be amended,
and for any cost incurred pursuant to any future regulations, as
set forth in Section 8.06.
     
     Pavement Structural Maintenance shall mean the maintenance,
rehabilitation, and keeping in good repair of asphalt, concrete,
or other improved surfaces.
     
     Period shall mean the period of time during which the
Airline's activities at the Airport shall be governed by this
Agreement, as set forth in Article 2 herein.
     
     Permanent Premises shall mean those Premises designated as
such in Exhibits N-B and D-B.
     
     Plateau Amount shall mean, at National, the amount of eight
million dollars ($8,000,000) in Fiscal Year 1990, and at Dulles
the amount of twelve million dollars ($12,000,000) in Fiscal Year
1990.  Both amounts shall be subject to annual escalation in
accordance with changes in the U.S. Implicit Price Deflator
Index.  The base date for such adjustment shall be the index for
October 1, 1989.
     
     Preferential Use Premises shall mean those Premises leased
on a preferential use basis to the Airline, as shown on Exhibits
N-B and D-B attached hereto.  Except as may otherwise be agreed
upon by the parties hereto, Preferential Use Premises shall
include the holdrooms and Aircraft Parking Positions leased by
the Airline hereunder, if any, and all Equipment reasonably
necessary for the use thereof.
     
     Premises shall mean areas at the Airports1 whether Permanent
Premises or Temporary Airline Premises1 leased by the Airline
pursuant to Article 6 of this Agreement.  Premises shall include
Exclusive, Preferential, and Joint Use Premises.
     
     Prior Agreements and Leases shall mean an agreement or
contract, if any, between the Authority or its predecessor-in-
interest, and an airline or its predecessor-in-interest for the
use and lease of facilities at the Airports which was entered
into prior to January 1, 1990.  This shall not be construed to
include prior agreements between the Authority and the Airline or
other airlines, or the agent thereof, for the use, operation, and
maintenance of the Fueling Systems, for the provisions of crew
transportation and skycap services, or for the operation of in-
flight kitchens.
     
     Priority 2 Projects shall mean those Projects so designated
in Exhibits N-I and D-I.
     
     Program Manager shall mean the firm or individual employed
by the Authority to provide overall construction and project
management services for the Capital Development Program.
     
     Project shall mean any discrete, functionally complete
portion of the Capital Development Program identified as a
separate project in Exhibits N-I and D-I, as revised from time to
time.
     
     Public Safety Cost Center shall mean the Cost Center
described in Exhibits N-E and D-E.
     
     Rail System shall mean any rail system designed to transport
persons to and from Dulles.  A Rail System shall not include a
Passenger Conveyance.  For purposes of this definition, Dulles
shall not include the Dulles Access Highway.
     
     Ramp Area shall mean the aircraft parking and maneuvering
areas adjacent to the Terminals and shall include within its
boundaries all Aircraft Parking Positions and the Dulles Jet
Apron positions; provided, however, it shall not include the
Dulles Cargo Apron.
     
     Ramp Area Charges shall mean the Dulles Aircraft Parking
Position Charges and Dulles Jet Apron Fees, as set forth in
Section 8.04.
     
     Rate Period shall mean that period for which rates for
rentals, fees and charges are applicable, as set forth in
Articles 8 and 9.
     
     Regional/Commuter Air Carrier shall mean a Scheduled Air
Carrier that is operating under a Part 135 of the FAA
Regulations.
     
     Rentable Space shall mean, for each Terminal Sub-Center at
each Airport, and for the AOB, the total of all areas in that
Terminal Sub-Center, or the AOB, which constitute Premises,
Common Use Premises, or areas otherwise available for lease to
airlines or non-airline tenants, except for any Premises required
to be excluded from the Terminal Rentals calculation pursuant to
a Surviving Agreement.
     
     Requesting Airline shall mean a Scheduled Air Carrier
requesting the lease or use of Premises, as set forth in Section
17.03.
     
     Revenue Fund shall mean that fund created by the Senior
Indenture.
     
     Revenues shall mean all revenues of the Authority received
or accrued except (i) interest income on, and any profit realized
from, the investment of moneys in any fund or account to the
extent that such income or profit is not transferred to, or
retained in, the Revenue Fund or the Bond Fund created by the
Senior Indenture or the Bond Funds created by the Subordinated
Indenture; (ii) interest income on, and any profit realized from,
the investment of moneys in any fund or account funded from the
proceeds of Special Facility Bonds; (iii) amounts received by the
Authority from, or in connection with, Special Facilities, unless
such funds are treated as Revenues by the Authority; (iv) the
proceeds of any passenger facility charge or similar charge
levied by, or on behalf of, the Authority, unless such funds are
treated as Revenues by the Authority; (v) grants-in-aid,
donations, and/or bequests; (vi) insurance proceeds which are not
deemed to be revenues in accordance with generally accepted
accounting principles; (vii) the proceeds of any condemnation
awards; and (viii) any other amounts which are not deemed to be
revenues in accordance with generally accepted accounting
principles or which are restricted as to their use.
     
     Scheduled Air Carrier shall mean any company performing,
pursuant to published schedules, commercial air transportation of
persons, property, and/or mail over specified routes to and from
the Airport and holding the necessary authority from the
appropriate Federal or state agencies to provide such air
transportation services.
     
     Senior Bonds shall mean any bonds or other financing
instrument or obligation issued pursuant to the Senior Indenture.
     
     Senior Indenture shall mean the Master Indenture of Trust
dated as of February 1, 1990, securing the Authority's Airport
System Revenue Bonds, as such may be amended or supplemented.
     
     Signatory Airline shall mean a Scheduled Air Carrier which
has an agreement with the Authority substantially similar to this
Agreement.
     
     Signatory Cargo Carriers shall mean those scheduled all-
cargo Air Transportation Companies, if any, signatory to an
agreement with the Authority providing for the calculation of
Landing Fees on substantially the same basis as this Agreement.
     
     Special Facility shall mean any facility, improvement,
structure, equipment, or assets acquired or constructed on any
land or in or on any structure or building at the Airports, the
cost of construction and acquisition of which are paid for (i) by
the obligor under the special facility agreement, or (ii) from
the proceeds of Special Facility Bonds, or (iii) both.
     
     Special Facility Bonds shall mean revenue bonds, notes, or
other obligations of the Authority, issued to finance any Special
Facility, the payment of principal of, premium, if any, and
interest on which are payable from and secured by the proceeds
thereof and rentals, payments, and other charges payable by the
obligor under the Special Facility Agreement.
     
     Stage II shall mean the Dulles Stage II Development Plan.
     
     Sub-Center shall mean either a Terminal or Equipment Sub-
Center.
     
     Subordinated Bonds shall mean any bonds or other financing
instrument or obligation issued pursuant to the Subordinated
Indenture.
     
     Subordinated Indenture shall mean the Master Indenture of
Trust dated March 1, 1988, securing the Authority's General
Airport Subordinated Revenue Bonds, as such may be supplemented
or amended.
     
     Substantial Completion Date (and "Substantially Complete")
shall mean the date that any Premises are ready to be moved into
and occupied by the Airline, or any Project is substantially
complete, as certified by the Authority's Architects and
Engineers.
     
     Surviving Agreements shall mean those Prior Agreements and
Leases between the Authority and any airline, or provisions
thereof, which continue in effect after the Effective Date, if
any, and which are described in Exhibits N-K and D-K.
     
     Systems and Services Cost Center shall mean the Cost Center
described in Exhibits N-E and D-E.
     
     Temporary Airline Premises ("TAP") shall mean those Premises
that are temporarily occupied by the Airline pursuant to Article
5 during the course of the Capital Development Program.
     
     Terminal Cost Center shall mean the Cost Center as described
in Exhibits N-E and D-E.
     
     Terminal Rentals shall mean those amounts payable by the
Airline, calculated in accordance with Paragraph 8.02.4, for the
lease of its Exclusive, Preferential, and Joint Use Premises.
     
     Terminal Sub-Centers shall mean those individual facilities
at each Airport that are included in the Terminal Cost Center at
that Airport, as described in Exhibits N-E and D-E.  At National,
Terminal Sub-Centers shall mean the Main Terminal (which shall
also include the Existing North Terminal), the Interim Hangar 11
Terminal, and the New North Terminal.  At Dulles, Terminal Sub-
Centers shall mean the Dulles Main Terminal, the Existing
Midfield Concourses, and the New Midfield Concourse(s).
     
     Terminal Sub-Center Net Requirement shall mean, for each
Terminal Sub-Center at each Airport, the Total Requirement
attributable or allocable to each such Terminal Sub-Center, less
direct utility or other reimbursements attributable or allocable
to said Terminal Sub-Center.
     
     Total Passengers shall mean the total of Enplaning
Passengers and Deplaning Passengers.
     
     Total Requirement shall mean, with respect to any Direct
Cost Center or Terminal or Equipment Sub-Center, that portion of
the sum of (i) O&M Expenses; (ii) required deposits under the
Senior Indenture to maintain the O&M Reserve; (iii) Capital
Charges; (iv) Debt Service Coverage; (v) required deposits to any
Debt Service Reserve Fund; (vi) Federal Lease payment; (vii)
Dulles Rate Credit Amortization Requirements (at Dulles only);
(viii) required deposits to the Emergency R&R Fund; and (ix)
Extraordinary Coverage Protection Payments, if any, properly
attributable or allocable to each said Direct Cost Center or Sub-
Center.
     
     Transfers shall mean the amounts to be transferred by the
Authority to reduce Signatory Airline rentals, fees, and charges
as set forth in Section 9.05.
     
     U.S. Implicit Price Deflator Index shall mean the then most
recently issued year-to-year U.S. GNP Implicit Price Deflator
Index, issued by the United States Department of Commerce, or, if
such index shall be discontinued, a successor index as designated
by the United States Government.
     
     Utility Production and Delivery System shall mean the
utility production and main line transportation components for
electrical, water, sewage, heating and air conditioning or
natural gas service up to a main distribution panel, reduction
station, shut-off valve, or other point of connection with
Terminal buildings.
     
     Additional words and phrases used in this Agreement but not
defined herein shall have the meanings set forth in the
Indenture, if defined therein.

3.02  Interpretation.     In this Agreement, unless  the  context
otherwise requires:
     
     3.02.1    Divisions of Articles with one decimal point are
Sections, e.g., 1.01. Divisions of Sections with two decimal
points are Paragraphs, e.g., 1.01.1.
     
     3.02.2    All Article, Section, and Paragraph references,
unless otherwise expressly indicated, are to Articles, Sections,
and Paragraphs of this Agreement.
     
     3.02.3    The terms "hereby," "herein," "hereof," "hereto,"
and "hereunder" and any similar terms used in this Agreement
refer to this Agreement.
     
     3.02.4    Words importing persons shall include firms,
associations, partnerships, trusts, corporations, and other legal
entities, including public bodies, as well as natural persons.
     
     3.02.5    Any headings preceding the text of the articles
and sections of this Agreement, and any table of contents, shall
be solely for convenience of reference and shall not constitute a
part of this Agreement, nor shall they affect its meaning,
construction or effect.
     
     3.02.6    Words importing the male gender shall include the
female gender and vice versa.
     
     3.02.7    Words importing the singular shall include the
plural and vice versa, unless the context clearly indicates
otherwise.
                                
                           ARTICLE 4.
                                
                       USE OF THE AIRPORTS

4.01  Airline  Rights  and  Privileges  at  Both  Airports.   The
Airline,  together  with  others so authorized,  shall  have  the
following rights to use the Premises and Equipment leased to  the
Airline  pursuant to Article 6, and certain other  facilities  at
the Airports, including, but not limited to, Common Use Premises,
all  as shown in Exhibits N-B and D-B, but not including Premises
leased Exclusively, Preferentially, or Jointly to others, for the
operation  of  the Airline's Air Transportation Business.   These
rights are subject to the terms of this Agreement, including  the
exclusions,  reservations, and conditions set forth  in  Sections
4.02,  4.03,  and 4.04 and the payment obligation  set  forth  in
Article 8.  These rights are as follows:
     
     4.01.1    To land upon, take off from, and fly over the
Airports, and to taxi, park, load, unload, tow, and store the
Airline's aircraft and support equipment on the Airport in areas
designated for such purposes by the Authority, and, in all
events, on the terms and conditions imposed by the Authority.
     
     4.01.2    To enplane and deplane persons, mail, and/or
property, along with food, beverages, and other supplies; to
provide passenger handling services for the Airline's passengers,
including the sale of air transportation tickets and services,
and to process the Airline's passengers and their baggage for air
travel; to sell, handle and provide mail, freight and package
express services for the Airline's customers; to maintain,
service and repair aircraft and ground support equipment operated
by the Airline in areas designated for these purposes by the
Authority; to provide porter/skycap services; to provide
interline and lost baggage services for the Airline's passengers;
to provide security screening services so long as the services
meet the FAA requirements; to provide ground transportation on
the Airport for employees, baggage, and, with the approval of the
Authority, the Airline's passengers; and to provide ground
transportation to and from the Airport for employees, lost
baggage, and for passengers and baggage from diverted or
cancelled flights of the Airline.  In addition, the Airline may,
in accordance with the provisions of Article 16 with regard to
handling agreements, provide these services for other Air
Transportation Companies either by itself or in conjunction with
other Signatory Airlines, if the Airline is performing these
services for itself at the Airports.
     
     4.01.3    To train personnel in the employ of or to be
employed by the Airline at the Airports in the operation of the
Airline's Air Transportation Business.
     
     4.01.4    To sell, dispose of, or exchange the Airline's
aircraft, engines, accessories, gasoline, oil, grease,
lubricants, or other similar equipment or supplies, except
aviation fuels, in areas of the Airports designated for this
purpose by the Authority; provided, however, that this Paragraph
shall not be construed to prohibit the Airline from selling or
otherwise conveying aviation fuels or propellants to an Air
Transportation Company which is a successor company to the
Airline or to another Signatory Airline from time to time.
     
     4.01.5    To select, together with the other Signatory
Airlines, a single Fueling Agent for each Airport, and to
receive, store and transmit fuel through the Fueling Systems at
the Airports in accordance with the provisions of the separate
fuel system agreement(s) between the Authority and the Fueling
Agent selected by the Signatory Airlines and approved by the
Authority, or between the Authority and the Fueling Agent
selected in accordance with Paragraph 4.02.6.
     
     4.01.6    To install and maintain in the Airline's Premises,
at the Airline's sole cost and expense, identifying signs,
posters, displays, and other materials which advertise the
services offered by the Airline to the traveling public,
consistent with the Authority's regulations and orders; provided,
however, identifying signs, posters, displays, and other similar
materials shall not be permitted on the Ramp Area, and provided,
further, that only the corporate identifiers or "logos" of the
Air Transportation Companies using the holdroom shall be
permitted in a holdroom area.  All such signs, posters, displays,
and other similar materials must be approved in writing by the
Authority prior to use at the Airport.  The Authority reserves
the right to place advertising displays in all areas of the
Airport that are visible to the public excluding the Exclusive
Use Premises and holdroom areas leased to the Airline.  The
Authority agrees not to allow the placement of advertising of
competing route services in the Airline's Premises or common use
areas.
     
     4.01.7    To install, maintain and operate at no cost to the
Authority, alone or in conjunction with any other Signatory
Airline, radio communication, computer, meteorological and aerial
navigation equipment and facilities on the Airline's Premises;
provided, however, that such installations shall be subject to
the prior written approval of the Authority.
     
     4.01.8    To install, maintain and operate customer
relations, security and holdroom facilities and equipment,
administrative offices, operations offices, and related
facilities, and to install personal property, including
furniture, furnishings, supplies, machinery and equipment, in the
Airline's Premises.
     
     4.01.9    To construct modifications, finishes and
improvements in the Airline's Premises subject to the provisions
of Section 10.09.
     
     4.01.10   To have ingress to and egress from the Airports
and the Airline's Premises for the Airline's officers, employees,
agents, contractors, and invitees, including furnishers of
services and supplies.
     
     4.01.11   To use, for the benefit of the Airline's employees
who perform substantially all of their work at the Airports,
vehicular parking areas which will be designated by the Authority
     
     4.01.12   To install soft drink vending machines and snack
vending machines in the Airline's non-public Premises for the
sole use of the Airline's officers, employees and agents.
Vending machines shall not be within the view of the general
public and all machine locations are subject to the prior written
approval of the Authority.
     
     4.01.13   To furnish and operate a preferred customer or
"VIP" club for the Airline's passengers in Premises designated
for this purpose by the Authority.  Further, such preferred
customer or "VIP" club may be shared with one or more other Air
Transportation Companies; provided, however, that the club is
leased to the Airline only, and provided that the rights of all
the Air Transportation Companies using the club terminate when
such lease terminates.
     
     4.01.14   To install telephones, telefax, and other
telecommunications devices and conduit in the Airline's Premises
that are not accessible to the public.  The Authority retains the
right to install all public telephones, telefax, and other
telecommunications devices and conduit in all areas of the
Airports accessible to the public, including the Premises leased
to the Airline, and to collect the proceeds therefrom; provided,
however, the Airlines may install telephones and telefax in the
Airline's "VIP" club.  If the Airline installs public telephones
or telefax in its "VIP" club, it shall pay to the Authority a
monthly payment of fifty percent (50%) of the gross revenues
received by the Airline from any source from the installation and
operation of such telephones or telefax.
     
     4.01.15   To install, operate and maintain, using the
Airline's own employees or those of a wholly-owned subsidiary of
the Airline or the Airline's parent company, an establishment for
the cooking and preparation of food and beverages for consumption
only by passengers and crews on the Airline's aircraft and in the
Airline's "VIP" club, if any; provided that the Authority
determines, in its discretion, that space is available on the
Airports for this purpose and that, if such space is not included
and designated in the Airline's Premises, the Airline enters into
a separate agreement for such cooking and food preparation space
with the Authority.  Such food and beverages shall not be
intended for consumption by any persons except the Airline's
passengers and crews while on the Airline's aircraft, patrons of
Airline's "VIP" club, and such employees directly engaged in the
cooking and preparation of such food and beverages; provided,
however, upon entering a separate agreement with the Authority,
and subject to fees and conditions as set forth therein, the
Airline may provide these services to one or more other Air
Transportation Companies operating from the Airport, including
another Signatory Airline.
     
     4.01.16   To purchase prepared food and beverages for
consumption by passengers and crews on the Airline's aircraft and
in the Airline's "VIP" club, if any; provided, however, if the
Airline purchases catering, not including beverages and
complimentary packages of snack food to be consumed on the
Airline's aircraft, from an off-Airport caterer including, but
not limited to, an Air Transportation Company, for delivery of
prepared food and/or beverages to the Airline on the Airport,
said caterer will be required to have a contract with the
Authority and to pay a fee to the Authority at a rate equal to
the rate paid by the Authority's inflight food catering
concessionaires located on that Airport.  The Airline shall not
purchase any prepared food or beverage from a caterer for
delivery on the Airports unless and until the caterer is
authorized by the Authority to do business on the Airports.
     
     4.01.17   To acquire, by purchase or otherwise, any Air
Transportation Business-related services and/or supplies from any
agent, contractor, or other Signatory Airline subject to the
conditions of Paragraph 4.02.5.

4.02   Exclusions,  Reservations,  and  Conditions.   The  rights
granted  to  the Airline under this Agreement shall  be  strictly
construed, and may be exercised by the Airline only to the extent
such  rights  are necessary or incidental to the conduct  by  the
Airline  of  its  Air Transportation Business.  Except  with  the
prior   written  approval  of  the  Authority,  the  Airline   is
prohibited  from conducting any business on the Airport  separate
and apart from the conduct of its Air Transportation Business.
     
     4.02.1    If the Airline receives notice from the Authority,
or if the Airline reasonably should know (i) that it is
materially interfering with the use, operation or maintenance of
the Airport, including but not limited to, the safe and efficient
use of the Airfield and the effectiveness or accessibility of the
drainage, sewerage, water, communications, fire protection,
utility, electrical, or other systems installed or located from
time to time at the Airport; (ii) that it is causing or
contributing to a dangerous or hazardous condition; or (iii) that
it is in violation of law or applicable rules or regulations; the
Airline shall immediately cease such interference, or, where
immediate elimination of said interference is not possible, the
Airline shall immediately take corrective action and cause others
under its control to take corrective action to eliminate the
interference.
     
     4.02.2    As soon as possible, after obtaining any necessary
approval from appropriate governmental agencies, the Airline
shall remove any of its disabled aircraft from the Landing Area
and Ramp Area upon the request of the Authority.  The Airline
shall place any such disabled aircraft only in such storage areas
as may be designated by the Authority, and shall store such
disabled aircraft only upon such terms and conditions as at that
time may be established by the Authority, consistent with any
directives of the FAA and the National Transportation Safety
Board.
     
     (i)  In the event the Airline shall fail to remove any of
its disabled aircraft as expeditiously as possible, the Authority
may, but shall not be obligated to, cause the removal of such
disabled aircraft by any reasonable means; provided however, the
Authority shall give the Airline prior notice of its intent to do
so.
     
     (ii) If the Authority removes, or causes another to remove
the Airline's disabled aircraft, the Airline shall pay to the
Authority, upon receipt of an invoice, the costs incurred for
such removal, including the cost of labor.  The Airline shall
also pay any damages incurred by, or imposed upon the Authority
as a result of the disabled aircraft.
     
     4.02.3    Except as may otherwise be authorized herein or in
separate agreements between the Airline and the Authority, the
Airline shall not provide to its passengers, other Air
Transportation Companies, or other persons on the Airport food or
beverages, products or services of a kind normally provided by
Airport concessionaires nor shall the Airline maintain or operate
on the Airport a cafeteria, restaurant, bar, or cocktail lounge,
stand, or any other facility for the purpose of providing food
and beverages to the public or to the Airline's employees and
passengers or to any other Air Transportation Company.  This
prohibition shall not apply to the Airline's "VIP" club to the
extent the Airline provides, in such club, such food and
beverage, products or services on a complimentary basis and such
club is located and constructed in such a manner as to be
separate and distinct from the space that is accessible by the
public who are not members of the club and is physically
separated by a wall or walls from the Airline's passenger
holdroom or boarding area, where persons holding tickets to board
the Airline's aircraft are congregating.  Further, it shall not
be construed to apply to the provision of food, beverages,
products, or services aboard an aircraft.
     
     4.02.4    The Airline shall not use, store, transport, or
dispose of any fuels, oil, grease, lubricants, or other hazardous
materials to, from, within, or upon the Airports in a manner
which violates federal, state, local, or Authority laws and
regulations.
     
     4.02.5    If the Airline uses anyone other than its own
employees, the employees of a parent or subsidiary company, or
those of another Signatory Airline to perform the Air
Transportation Business services and related activity authorized
in this Article, the person or entity providing the service may
be required to meet the Authority's reasonable qualifications for
doing business on the Airports, and obtain an Authority permit,
license, or contract if required to do so by the Authority.  The
Authority may also require the person or entity providing the
services to pay reasonable fees or rents, except as otherwise
provided in Section 8.10.  The Airline shall provide the
Authority with a copy of any contract or agreement between the
Airline and the agent or contractor upon the Authority's request.
     
     4.02.6    The Authority reserves the right to impose
reasonable conditions on the use of the Fueling System at either
Airport whenever a separate agreement on the use of the system is
not in effect.  In the event the Signatory Airlines fail to
select a Fueling Agent by October 1, 1990, the Authority shall
have the right to select its own agent to be responsible for the
overall operation and maintenance of the Fueling System and to
award a contract for a period not to exceed five (5) years to
such agent; provided, however, that the Authority shall not
select a Fueling Agent without first providing notice to the
Signatory Airlines at the Airport (i) of the Authority's intent
to select an agent, and (ii) of the anticipated date that the
agent will assume responsibility for the Fueling System1 which
date shall be at least ninety (90) days after the date of the
said notice; and, provided, further, that if the Signatory
Airlines thereafter select a different Fueling Agent, in
accordance with Paragraph 4.01.5, the Authority shall, upon
receipt of a written request from the Signatory Airlines,
terminate its contract with the Fueling Agent selected by it at
the earliest date upon which such contract may be terminated
without penalty and shall thereupon enter into an agreement with
such different Fueling Agent in accordance with Paragraph 4.01.5.
     
     4.02.7    The Authority reserves the right to either
temporarily or permanently restrict the use of any roadway,
taxiway, or runway or other area at the Airport at any time,
provided, that in the event of such restrictions, the Authority
shall ensure the availability of reasonable ingress and egress,
and shall not unreasonably restrict Airfield operations.

4.03 Operating Rights, Exclusions, and Conditions Applicable Only
at  National.   In addition to the Airline's rights,  privileges,
and   exclusions  enumerated  in  Sections  4.01  and  4.02,  the
following  rights, privileges, and exclusions are  applicable  to
the Airline's operations at National:
     
     4.03.1    The Airline may (i) use only those Aircraft
Parking Positions at National shown on Exhibit N-B for enplaning
and deplaning passengers, baggage, cargo and/or mail, and the
servicing of aircraft; (ii) park an aircraft that is ready for
immediate use as an extra section of a scheduled flight only at
an area designated on Exhibit N-B; and (iii) park an aircraft
overnight at a location at other than its Aircraft Parking
Positions only with the express permission of the Authority and
on reasonable terms and conditions, including payment of fees as
set forth in Section 8.04.
     
     4.03.2    Unless otherwise authorized by the Authority, the
Airline must use the Fueling Agent to service its aircraft.
     
     4.03.3    The Airline may not load or unload an all cargo
aircraft on the passenger Ramp Areas adjacent to the Terminal
facilities.

4.04 Operating Rights, Exclusions, and Conditions Applicable Only
at Dulles.  In addition to the rights, privileges, and exclusions
enumerated  in  Sections  4.01 and 4.02,  the  following  rights,
privileges  and  exclusions  are  applicable  to  the   Airline's
operations at Dulles:
     
     4.04.1    The Airline may use only those hard stand or
Dulles Jet Apron positions assigned by the Authority for
enplaning and deplaning passengers, baggage, cargo and mail, and
for servicing of aircraft.
     
     4.04.2    If the Airline leases space in the Airside
Operations Building on the Dulles Jet Apron, the Authority, in
its assignment of Dulles Jet Apron positions, will use its best
efforts to assign the Airline those positions which are
reasonably convenient to the Airline's Airside Operations
Building space.  The Airline may park aircraft overnight at a
location other than the Airline's Aircraft Parking Positions, or
assigned Dulles Jet Apron positions, if any, only with the prior
permission of the Authority and on reasonable terms and
conditions, including payment of fees as set forth in Section
8.04.
     
     4.04.3    The Airline shall use only the Fueling Agent to
fuel its aircraft, except that the Airline may use the Fixed Base
Operators at Dulles to fuel the Airline's aircraft if the
aircraft are on the FBO's own premises or on the Cargo Ramp,
except as may be agreed to in a separate agreement between the
Authority and the Fueling Agent.
     
     4.04.4    The Airline may not load or unload cargo from all-
cargo aircraft on the passenger Ramp Area adjacent to the
Terminal or the Dulles Jet Apron positions.
                                
                           ARTICLE 5.
                                
                      TRANSITION PROVISIONS

5.01   Implementation  of  Capital  Development   Program.    The
Authority  and the Airline agree that completion of  the  Capital
Development Program shown in Exhibits N-I and D-I entails (i) the
physical  modification  or  removal  of  some  Existing   Airport
Facilities and (ii) the modification in the function  or  use  of
other   Existing  Airport  Facilities  (whether  or   not   these
facilities  are  physically modified)  and,  in  particular,  the
reduction  in the number of Aircraft Parking Positions  used  for
aircraft  of  other than Regional/Commuter Air  Carriers  in  the
Existing Airport Facilities at National Airport.  Notwithstanding
the  preceding two sentences, after construction of  the  Capital
Development  Program at National Airport, the number of  Aircraft
Parking  Positions for aircraft of Scheduled Air Carriers  (other
than Regional/Commuter Air-Carriers) at National where passengers
enplane  and deplane through a loading bridge shall be forty-four
(44), the same as in the Existing Airport Facilities at National.

5.02 Temporary Airline Premises.
     
     5.02.1    In order to implement the Capital Development
Program in accordance with Section 5.01, the Airline agrees that
the Premises leased to it pursuant to Section 6.01 will be deemed
to be Temporary Airline Premises (TAP), and the Premises to be
leased to it pursuant to Section 6.02 will be deemed to be the
Airline's Permanent Premises.  The implementation of the Capital
Development Program may require the Airline to lease TAP on the
Effective Date hereof.  Further, the Airline may be required to
relocate on a temporary or permanent basis, from TAP to Premises
that are different from those that the Airline occupies on the
Effective Date.  Such relocation is anticipated by the Airline
and the Authority but will occur only if it is reasonably
necessary to accomplish the Capital Development Program.
Further, such relocation may be from TAP into other TAP until the
Airline relocates to Permanent Premises.  However, at Dulles, the
Airlines will not be required to relocate from the TAP initially
leased under Section 6.01 into other TAP except as follows:
     
     (i)  To implement the expansion and rehabilitation of the
Dulles Main Terminal;
     
     (ii) To implement Dulles Stage II of the Capital Development
Program; or Article 17.
     
     (iii)     As part of a relocation required by Article 17.
     
     5.02.2    Unless a different notice period and procedure is
agreed to, the Airline's occupancy and use of TAP are subject to
the notice and process provided in Paragraphs 5.02.3, 5.02.4, and
5.02.5 to vacate the TAP and to relocate to other TAP or to
Airline's Permanent Premises.  The Authority agrees to use its
best efforts to (i) relocate the Airline to TAP suitable for the
conduct of the Airline's Air Transportation Business, but not
necessarily comparable in size, location, access, or other
features of the Premises originally leased under Section 6.01,
(ii) minimize operational disruptions to the Airline as a result
of such relocations, and (iii) maintain a phasing schedule for
implementation of the Capital Development Program, including the
Substantial Completion Date of the Airline's Permanent Premises
so as to not unreasonably interfere with the Airline's operation.
     
     5.02.3    When, in the judgment of the Authority,
implementation of the Capital Development Program requires the
Airline to vacate TAP, the Authority shall give to the Airline
not less than sixty (60) calendar days written notice to vacate
any, or all, of the TAP, and the Authority shall then have the
right to amend the Exhibits to this Agreement to reflect the
deletion of the TAP from the Airline's Premises and in the
Authority's sole discretion, to lease said TAP to another tenant
or to close said TAP.  The Airline agrees to vacate the TAP on
the date specified in the said written notice, regardless of
whether that date is the last day of the month; provided,
however, that if the Airline notifies the Authority as promptly
as is reasonably practicable upon receipt of such notice that it
cannot reasonably prepare the TAP to which the Airline is being
relocated within such notice period, and the reasons therefor,
the Airline shall have additional time, not to exceed thirty (30)
days, to vacate the TAP.
     
     5.02.4    The Airline agrees that it will cooperate with the
Authority in moving to TAP, in moving from TAP to other TAP, and
in moving to Permanent Premises, and that it will move in such a
manner so as not to interfere unreasonably with the Authority's
planned Capital Development Program.  The allocation of the
Airline's costs associated with relocation to assist the Capital
Development Program shall be in accordance with the Authority
policy attached hereto as Exhibit A-P.
     
     5.02.5    The Airline, while occupying TAP, shall be subject
to all of the other conditions and terms of this Agreement.

5.03 Transition to Permanent Premises.
     
     5.03.1    The Authority shall give written notice to the
Airline of the estimated Substantial Completion Date of the
Airline's Permanent Premises, at least one hundred and twenty
(120) days prior to said date.  The Airline will be permitted to
install its own equipment and furnishings in the Airline's
Permanent Premises beginning sixty (60) days prior to such
estimated Substantial Completion Date.
     
     5.03.2    The Airline shall move into and occupy its
Permanent Premises on or before the actual Substantial Completion
Date of such Permanent Premises whereupon such Permanent Premises
shall not be considered TAP subject to Section 5.02; provided,
however, that if the Airline notifies the Authority as promptly
as is reasonably practicable upon receipt of the notice specified
in Paragraph 5.03.1 that it cannot reasonably prepare its
Permanent Premises by the estimated Substantial Completion Date,
and the reasons therefor, the Airline shall have additional time,
not to exceed thirty (30) days, to move into and occupy its
Permanent Premises.  Unless a different payment is required by
Section 8.14, the Airline shall be subject to, and shall pay, the
rentals, fees, and charges for its Permanent Premises beginning
on the actual Substantial Completion Date thereof regardless of
whether the Airline occupies its Permanent Premises prior to, on,
or after such actual Substantial Completion Date.
     
     5.03.3    If the Airline's Permanent Premises are not
completed by the estimated Substantial Completion Date that was
contained in the written notice given by the Authority pursuant
to Paragraph 5.03.1, the Authority shall not be liable to the
Airline for failure to deliver possession or to complete said
Permanent Premises by said date.  The Authority will notify the
Airline of any change in such estimated Substantial Completion
Date.
                                
                           ARTICLE 6.
                                
                              LEASE

6.01  Lease  of  Temporary Airline Premises and  Equipment.   The
Authority,  as  lessor, hereby leases to  the  Airline,  and  the
Airline,  as lessee, hereby leases from the Authority, commencing
on the date hereof and subject to all of the terms and conditions
herein, particularly the transition provisions of Article 5,  the
following Temporary Airline Premises and Equipment:
     
     (i)  The Exclusive Use Premises specifically described and
identified as TAP in Exhibits N-B and D-B;
     
     (ii) The Joint Use Premises specifically described and
identified as TAP in Exhibits N-B and D-B;
     
     (iii)     The Preferential Use Premises specifically
described and identified as TAP in Exhibits N-B and D-B; and
     
     (iv) The Equipment specifically described and identified as
TAP in Exhibits N-H and D-H.

6.02  Lease  of Permanent Premises and Equipment.  Commencing  on
the  Substantial  Completion  Date  of  the  Airline's  Permanent
Premises,  the Authority, as lessor, shall, without  any  further
action, lease to the Airline, and the Airline, as lessee,  shall,
without any further action, lease from the Authority, subject  to
all  of  the terms and conditions herein, the following Permanent
Premises and Equipment:
     
     (i)  The Exclusive Use Premises described and identified in
Exhibits N-B and D-B;
     
     (ii) The Joint Use Premises described and identified in
Exhibits N-B and D-B;
     
     (iii)     The Preferential Use Premises described and
identified in Exhibits N-B and D-B; and
     
     (iv) The Equipment described and identified in Exhibits N-H
and D-H.

6.03  Changes.   All of the Premises and Equipment  described  in
Sections  6.01 and 6.02 are subject to modification in accordance
with  Article  5, this Article 6, Article 16, and Article  17  of
this Agreement.

6.04  Allocation of Premises at Dulles.  At Dulles, prior to  the
completion  of the design of the westerly expansion of  the  Main
Terminal, and subsequently, prior to the completion of the design
of  the  easterly expansion of the Main Terminal,  the  Authority
will  determine  the location of each Airline's Premises  in  the
expanded  Main Terminal.  The following will be the primary,  but
not  exclusive, considerations in establishing the priority order
of allocation:
     
     (i)  The amount of space committed to by each Airline in an
executed use and lease agreement;
     
     (ii) The individual Airline's preference with respect to
location of its leasable Premises, and the desirability of, and
operational requirements for, contiguous space for related
functions; and
     
     (iii)     The efficient phasing and implementation of the
Main Terminal expansion, whereby relocations are minimized and
flexibility for construction phasing is maximized.

6.05  Modification of Premises.  In the event that the  Authority
and  the  Airline, by mutual agreement, add additional  space  or
spaces  to, or delete space or spaces from, the various  Premises
of  the  Airline,  Exhibits N-B or D-B, as applicable,  shall  be
revised accordingly to reflect such addition or deletion and  the
revised exhibits shall be incorporated into the Agreement.  Space
added  to the Airline's Premises shall be subject to all  of  the
terms,   conditions,  requirements,  and  limitations   of   this
Agreement and the Airline shall pay to the Authority all rentals,
fees,  and  charges  applicable  to  such  additional  space   in
accordance with the provisions of this Agreement.

6.06 Addition of Equipment.
     
     6.06.1    Subject to Paragraph 6.06.3, the Authority
reserves the right to acquire and install Equipment in, upon, and
adjacent to, the Airline's Premises but only in one or more of
the following events:
     
     (i)  The acquisition and installation of the Equipment is
identified as part of the Capital Development Program;
     
     (ii) The acquisition and installation of Equipment is
identified as part of any Additional Project;
     
     (iii)     In any Premises, whenever there is a change in
tenants; or
     
     (iv) Such acquisition and installation are agreed to between
the Airline and the Authority.
     
     6.06.2    The Airline agrees to facilitate the installation
of the Equipment, including, upon reasonable notice from the
Authority, the decommissioning and removal, at the Airline's
expense, of the Airline's equipment, if any, that is to be
replaced by Equipment pursuant to Paragraph 6.06.1.
     
     6.06.3    Prior to the acquisition and installation of
Equipment pursuant to Paragraph 6.06.1, the Authority shall
consult with the Airlines with respect to the technical standards
and requirements applicable to such Equipment.  So long as such
Equipment meets such standards and requirements, the Airline may
select the vendor or supplier of Equipment for the Airline's
Premises.  At the request of the Airline, and provided that it
would not adversely affect the tax-exempt status of the Bonds,
the Authority may allow the Airline to initially purchase the
Equipment and be subsequently reimbursed by the Authority.

6.07  Adjustment of Dimensions.  After the Substantial Completion
Date  of  each  Airline's Permanent Premises, the  actual  square
footage  of  the  Airline's Premises shall be determined  by  the
Authority from actual measurements, and incorporated into revised
Exhibits N-B and N-C, and D-B and D-C.  If measurements are to be
taken,  the  Airline shall be notified in advance  and  shall  be
entitled  to have a representative present when such measurements
are  taken.   Premises  consisting of  enclosed  space  shall  be
measured  for  interior space from the center  line  of  interior
walls to the inside face of exterior walls.
                              
                         ARTICLE 7.
                              
                  OPERATION AND MAINTENANCE

7.01 Authority Responsibilities.
     
     7.01.1    The Authority shall, with reasonable
diligence and prudence, operate and maintain the Airports
with adequate, efficient, qualified personnel, and keep the
Airports in good condition and repair, including the
Terminals, Ramp Area, Existing and New Midfield Concourses,
Airside Operations Buildings, and any Passenger Conveyances
between Existing and New Midfield Concourses or between
aircraft and Terminals and the visual public display of
arrival and departure flight information for the Dulles Main
Terminal.
     
     7.01.2    The Authority shall, with reasonable
diligence and prudence, act to maintain the Landing Area for
the safe and proper use thereof by the Airline, including
the clearing and removal of snow from the runways and
taxiways as quickly as reasonably practicable.
     
     7.01.3    The Authority will operate and maintain the
Airports in a manner at least equal to the standards
established by the FAA to maintain the Airport Operating
Certificates and any other governmental agency having
jurisdiction thereof, except for conditions beyond the
control of the Authority.
     
     7.01.4    The Authority shall not be liable to the
Airline for temporary failure to furnish all or any services
to be provided by the Authority hereunder, whether due to
mechanical breakdown or for any other causes beyond the
reasonable control of the Authority.
     
     7.01.5    The Authority's operation and maintenance
responsibilities are set forth in Exhibits D-D and N-D,
except that the Airline and the Authority may agree to a
different allocation of maintenance responsibility in
Exhibits N-B and D-B (leasehold exhibits) in which event any
conflict between Exhibits D-D and ND and D-B and N-B shall
be resolved in accordance with Exhibits D-B and N-B.
Further, and except as may be provided in Exhibits D-B and N-
B, the Authority shall not be obligated to perform the
operation and maintenance responsibilities designated by
Section 7.02 and Exhibits N-D and D-D as being the
responsibility of the Airline, or for which the Airline,
another Signatory Airline, or any other person has assumed
such responsibility by separate written agreement with the
Authority, including a Surviving Agreement.
     
     7.01.6    The Authority shall provide, operate, and
maintain the Passenger Conveyance system at Dulles,
including a sufficient number of trained personnel.  The
Authority shall provide adequate Passenger Conveyances for
the transportation of passengers between the Main Terminal
and the Airline's aircraft that are parked on remote hard
stand or on the Dulles Jet Apron at a parking position that
is not serviced by a passenger holdroom and a loading
bridge.  The Airline shall determine who boards Passenger
Conveyances traveling between the Dulles Main Terminal and
its aircraft directly.  On Passenger Conveyances serving
aircraft directly, passengers enplaning or deplaning for
more than one aircraft operation shall not be combined in a
single one-way trip.  Except in an emergency, the Authority
shall not be obligated to provide transportation directly
between the Terminal and the Airline's aircraft which is, or
in the reasonable judgment of the Authority can be, parked
at an Aircraft Parking Position at the Existing Midfield
Concourse or New Midfield Concourse(s) and served by a
passenger holdroom and a loading bridge.  If the Passenger
Conveyance has departed directly for the Airline's aircraft
before all of the Airline's passengers have boarded it, the
Airline may transport its passengers to or from its aircraft
by another means subject to the Authority's approval.
     
     7.01.7    The Authority and the Airline recognize that
regular, shuttle-type mobile lounge service of high quality
is important for the proper transportation of passengers to
and from the Existing Midfield Concourse.  The Authority
agrees:
     
     (i)  To use its reasonable best efforts to provide
mobile lounge service from the Dulles Main Terminal to the
Existing Midfield Concourse beginning one hour before any
Airline's first departure from the Existing Midfield
Concourse and will continue to operate on a regular basis
until a half hour after the' last scheduled flight arrives,
even if that flight is later than its scheduled arrival.
     
     (ii) To use its reasonable best efforts so that (a)
after a mobile lounge departs from a terminus another takes
its place as soon as practicable, and (b) regardless of the
number of passengers carried, mobile lounges depart the
terminus after waiting no more than five minutes for
boarding passengers; provided that a lounge may remain at
one or each terminus for a longer period if no passengers of
a Signatory Airline are waiting service for transportation.
     
     (iii)     An adequate number of gates at the Dulles
Main Terminal will be designated as the gates from which the
mobile lounges to the Existing Midfield Concourses will
operate.  The Authority reserves the right to designate
different or additional gates for this service from time to
time upon reasonable notice to the Airlines whose aircraft
operate at the Existing Midfield Concourse.

7.02  Airline Responsibilities - General.  The Airline shall
perform   custodial   grounds  and   interior   maintenance,
including  janitorial services, to the non-public  areas  of
its  Premises as specified in the Exhibits hereto, and  such
other   operations   and  maintenance  responsibilities   as
specified herein or by separate written agreement  with  the
Authority, including the Surviving Agreements.  In addition,
the   Airline   shall  be  responsible  for  operation   and
maintenance  of  all  Airline Operating  Facilities  located
within its Premises.
     
     7.02.1    The Airline shall supervise, or cause to be
supervised, all persons lawfully present on its Premises,
including, but not limited to, its Enplaning and Deplaning
Passengers on the loading bridges, persons traveling on
Passenger Conveyances directly to or from the Airline's
aircraft, persons traveling on buses or similar vehicles
operated by the Airline, and on all paths, walkways, and
Ramp Areas used by the passengers to move between the
Terminal and/or Passenger Conveyances, and the Airline's
aircraft.
     
     7.02.2    The Airline shall operate, maintain, and
repair, at its own expense (i) any loading bridges and
ground power/preconditioned air units located at its
assigned Aircraft Parking Positions, and (ii) any outbound
baggage makeup conveyor system located on its Premises,
whether or not title to such bridges, ground
power/preconditioned air units, or baggage conveyors rests
with the Airline or the Authority; provided, however, the
Authority retains the right to assume responsibility for
operation, maintenance, and repair of any Equipment upon
thirty (30) days prior written notice to the Airlines, and
provided, further, that nothing herein shall relieve the
Airline of the obligation to pay Equipment Charges for any
Equipment, as set forth in Section 8.05 and Exhibits N-H and
D-H.
     
     7.02.3    Except as authorized in writing by the
Authority, or except in an emergency, the Landing Area of
the Airport shall not be used by any of the Airline's
aircraft which exceed the design strength of the Landing
Area as described in the then current FAA-approved Airport
Layout Plan.  In addition, the Authority may prohibit or
restrict the use of the Ramp Area by any aircraft the wheel
loading of which exceeds the design strength of the pavement
as determined by the Authority.
     
     7.02.4    The Airline shall, together with all other
Signatory Airlines, operate, maintain, and repair the
triturator at each Airport through a common agent of and
selected by the Signatory Airlines; provided, however, there
shall be no more than one such agent at each Airport1 and
that such agent shall be subject to the approval of the
Authority.

7.03 Additional Airline Responsibilities at National.
     
     7.03.1    At National, the Airline shall be responsible
for custodial grounds maintenance, including removal of
snow, ice, vegetation, stones, fuel, oil, grease, debris,
and all other foreign matter from the Ramp Areas and
equipment storage areas, including passenger walkways and
Aircraft Parking Positions, and cargo handling areas at its
Premises, from the exterior face of the Terminal to the
nearest edge of the Airfield's vehicle lane, as depicted in
Exhibit N-B.
     
     7.03.2    The Airline shall assume Pavement Structural
Maintenance responsibilities for its Aircraft Parking
Positions if the Airline (i) improperly parks aircraft on an
Aircraft Parking Position pad, or (ii) fails to perform the
custodial grounds maintenance responsibilities required by
Paragraph 7.03.1 and, in the Authority's determination, any
of these events is sufficient to cause damage to the
Aircraft Parking Position.  The Authority shall provide the
Airline with written notice when it determines that any of
these events is sufficient to cause damage to the Aircraft
Parking Position.  In that event, the cost of performing any
Pavement Structural Maintenance for those Aircraft Parking
Position(s) shall become payable by the Airline, without
reimbursement.
     
     7.03.3    If the Airline desires to park heavier or
larger aircraft on an Aircraft Parking Position than the
Aircraft Parking Position was designed to accommodate, it
shall, prior to such use and subject to the approval of the
Authority, at its own cost and expense, improve the Aircraft
Parking Position so that it meets the Authority's standards
for such aircraft.  In that event, the Airline shall be
entitled to reimbursement from the Authority for these
improvements at such time as, and to the extent that, the
Authority has funds available for such purpose.

7.04 Additional Airline Responsibilities at Dulles.
     
     7.04.1    The Airline shall be responsible for
custodial grounds maintenance, including removal of snow,
ice, vegetation, stones, fuel, oil, grease, debris, and all
other foreign matter from the following Ramp Areas and
equipment storage areas at its Premises:
     
     (i)  If the Airline has Premises in the Existing
Midfield Concourses or Airside Operations Building on the
Dulles Jet Apron, the Airline shall perform custodial
grounds maintenance for the Dulles Jet Apron out from the
exterior wall of said Premises to the south edge of the
vehicle roadway on the north side of the Dulles Jet Apron,
and out to the north edge of the vehicle roadway to the
south, as depicted in Exhibit D-B.
     
     (ii) If the Airline's Premises include any of the space
in the Base-of-the-Tower Facilities, the Airline shall
perform custodial grounds maintenance for the Ramp Area from
the south exterior wall of said Premises to the north edge
of the vehicle roadway, as depicted in Exhibit D-B.
     
     7.04.2    If the Airline desires to park heavier or
larger aircraft on an Aircraft Parking Position than the
Aircraft Parking Position was designed to accommodate, it
shall, prior to such use and subject to the approval of the
Authority, at its own cost and expense, improve the Aircraft
Parking Position so that it meets the Authority's standards
for such aircraft.  In that event, the Airline shall be
entitled to reimbursement from the Authority for these
improvements at such time as, and to the extent that, the
Authority has funds available for such purpose.  In no event
shall the Airline park any aircraft with a fuselage longer
than one hundred twenty (120) feet at the Base-of-the-Tower
Facilities.
     
     7.04.3    The Airline shall provide and maintain at its
expense, the telecommunications system between the Airline
and the mobile lounge controllers.  The Airline will
cooperate with the Authority in its operation of the flight
information and mobile lounge dispatch communications system
by furnishing necessary information to the Authority's
controller through said system.

7.05  If  the  Airline  fails  to  perform  its  maintenance
obligations hereunder, or as specified in Exhibits N-D and D-
D, or if the negligence or willful misconduct of the Airline
causes additional maintenance obligations for the Authority,
the  Authority  shall  have the  right,  but  shall  not  be
required,  to  perform such maintenance, and to  charge  the
Airline  therefor;  provided, however, the  Authority  shall
give to the Airline reasonable advance written notice of non-
compliance  and  the Authority's intent to  enter  upon  the
Premises prior to the exercise of this right.



                              8.23
                                
                           ARTICLE 8.
                                
                   RENTALS, FEES, AND CHARGES

8.01 General.
     
     8.01.1    The Airline shall pay to the Authority rentals for
use of Premises at the Airports, and fees and charges for the
other rights, licenses, and privileges granted hereunder during
the Period of this Agreement.  Such rentals, fees, and charges
shall be calculated based on allocations of Total Requirements,
reduced by Transfers, to the Cost Centers and Sub-Centers within
the Airline Supported Areas and as specifically provided for
herein and in Exhibits N-F and D-F and the accompanying
Schedules.
     
     8.01.2    In each Fiscal Year at each Airport, the total of
rentals, fees, and charges payable by the Signatory Airlines
hereunder (and, with respect to the Airfield Cost Center, by the
Signatory Cargo Carriers), plus Transfers allocable to the
Airline Supported Areas at such Airport for such Fiscal Year,
shall in any event be at least equal to the sum of (i) O&M
Expenses, (ii) amounts required to maintain the O&M Reserve,
(iii) Debt Service, (iv) other Capital Charges, (v) Federal Lease
payment, (vi) at Dulles, Dulles Rate Credit Amortization
Requirement, (vii) required deposits, if any, to the Debt Service
Reserve Fund, and (viii) required deposits, if any, to the
Emergency R&R Fund allocable to the Airline Supported Areas at
such Airport for such Fiscal Year; and, in each Fiscal Year, at
each Airport, the total of rentals, fees, and charges payable
hereunder by the Signatory Airlines (and, with respect to the
Airfield Cost Center, by the Signatory Cargo Carriers), shall in
any event be at least equal to the amount required such that
total Revenues of that Airport, plus Transfers for such Fiscal
Year, less Operating and Maintenance Expenses at that Airport,
for such Fiscal Year, shall be at least equal to one hundred
twenty-five percent (125%) of the sum of Debt Service on Senior
Bonds and Debt Service on Subordinated Bonds at that Airport for
such Fiscal Year.
     
     8.01.3    Notwithstanding the above, the Airline shall not
be required to pay rentals, fees, and charges that are
inconsistent with a Surviving Agreement, if any, between the
Airline and the Authority.
     
     8.01.4    For purposes of calculating rates for rentals,
fees, and charges payable hereunder, the following Direct Cost
Centers and Indirect Cost Centers, each as described in Exhibits
N-E and D-E, are hereby created:
                 
          (i)    Direct Cost Centers - National
                 
                 (a)  Airfield
                 (b)  Terminal
                 (c)  Aviation
                 (d)  Ground Transportation
                 (e)  Non-Aviation
                 (f)  Equipment
                 
          (ii)   Direct Cost Centers - Dulles
                 
                 (a)  Airfield
                 (b)  Terminal
                 (c)  International Arrivals Building (IAB)
                 (d)  Airside Operations Buildings (AOB)
                 (e)  Cargo
                 (f)  Aviation
                 (g)  Ground Transportation
                 (h)  Non-Aviation
                 (i)  Equipment
                 (j)  Passenger Conveyance System
                 
          (iii)  Indirect Cost Centers - National/Dulles
                 
                 (a)  Maintenance
                 (b)  Public Safety
                 (c)  Systems and Services
                 (d)  Administrative
     
     8.01.5    For purposes of calculating rates for rentals,
fees, and charges payable hereunder, and subject to the
provisions of Paragraph 8.03.2, the following Terminal Sub-
Centers and Equipment Sub-Centers, each as described in Exhibits
N-E and D-E, are hereby created:
                 
          (i)    Terminal and Equipment Sub-Centers - National
                 
                      (a) Main Terminal (Includes Existing North
                      Terminal)
                 
                      (b) Interim Hangar 11 Terminal
                 
                 (c)  New North Terminal
                 
          (ii)   Terminal and Equipment Sub-Centers - Dulles
                 
                      (a) Main Terminal (Includes Base-of-Tower
                      Facilities)
                 
                      (b) Existing Midfield Concourses
                 
                 (c)  New Midfield Concourse(s)
                 
          (iii)  Additional Equipment Sub-Centers - Dulles
                 
                      (a) International Arrivals Building (IAB)
                 
                 (b)  Airside Operations Buildings (AOB)

8.02 Landing Fees.
     
     8.02.1    Calculation of Rates.  The Landing Fee rates for
each Airport in any Rate Period shall be calculated by dividing
each Airport's Airfield Net Requirement by the combined estimated
landed weight for all Air Transportation Companies and General
Aviation operating at that Airport during the Rate Period.
     
     8.02.2    Rate Schedule.  Schedules NF-l (National) and DF-l
(Dulles) show the calculation of Landing Fee rates for each Rate
Period.
     
     8.02.3    Airline's Landing Fee Charges.  Each month the
Airline shall pay to the Authority Landing Fees for Chargeable
Landings for the preceding month.  The Airline's Landing Fees
shall be determined as the product of the appropriate Airport's
Landing Fee rate for the Rate Period, and the Airline's total
landed weight for the month.  The Airline's total landed weight
at each Airport for the month shall be determined as the sum of
the products obtained by multiplying the Maximum Authorized Gross
Landed weight of each type of aircraft operated by the Airline at
each Airport by the number of Chargeable Landings of each said
aircraft operating at that respective Airport during such month.

8.03 Terminal Rentals, Fees, and Charges.
     
     8.03.1    Calculation of Rates.  The Terminal Rental rates
at each Airport in each Rate Period shall be calculated
separately for each Terminal Sub-Center.  The rates for each type
of space shall be determined in the following Manner:
     
     (i)  First, for each Terminal Sub-Center at each Airport,
the Terminal Sub-Center average rental rates shall be calculated
as follows:
                
                (a)Each Terminal Sub-Center Net Requirement
shall first be divided by total Rentable Space in that Sub-Center
to determine that Terminal Sub-Center's average rental rate for
the Rate Period; provided, however, the transition adjustments
related to the Capital Development Program as set forth in
Paragraph 8.03.2 shall be made prior to determining each Terminal
Sub-Center's average rental rates.
                
                (b)The unadjusted Signatory Airline requirement
shall next be determined by multiplying the total amount of
Signatory Airline Premises and Common Use Premises in each
Terminal Sub-Center, as set forth on Schedules NF-1l and DF-13,
times the appropriate Terminal Sub-Center average rental rate.
                
                (c)The unadjusted Signatory Airline requirement
shall then be reduced by the amount of Transfers, if any, and by
the amount, if any, of certain Revenues derived from Surviving
Agreements, applicable to each Terminal Sub-Center at each
Airport to determine the adjusted amount due from the Signatory
Airlines.
                
                (d)The adjusted amount calculated in (c) shall
then be divided by the total amount of Signatory Airline Terminal
Sub-Center Premises and Common Use Premises to determine the
Terminal Sub-Center average Signatory Airline rental rate.
     
     (ii) To determine the differential Terminal Sub-Center
rental rates, each Terminal Sub-Center Premises and Common Use
Premises shall first be classified according to the types of
space set forth below:
                                                   
   Type of                                     Weighted
    Space           Location/Function            Value
                                           
      1        Ticket Counter              1.00
                                           
      2        Ticket Offices;             .90
               Administrative and Upper
               Level Offices; V.I.P.
               Rooms; Holdrooms
                                           
      3        Bag Claim; Baggage Service  .85
               Offices
                                           
      4        Bag Make-Up; Operations     .55
               Areas
                                           
      5        Tug Drives; Exterior        .25
               Baggage Space
                                                   
      6        Unenclosed Covered Areas         (a) (b)
                                                   
      7        Unenclosed Improved              (a) (b)
               Uncovered Areas

(a)  Rentals  for  Type  6 and Type 7 space  shall  be  based  on
     initial  fixed  rates of $4.00 and $1.00, respectively,  per
     square  foot,  with  said rates to be adjusted  each  Fiscal
     Year, commencing October 1, 1990, in accordance with changes
     in  the  U.S. Implicit Price Deflator Index.  The base  date
     for  such  adjustment  shall  be  the  index  available   on
     October 1, 1989.

(b)  If  the  Airline  encloses, or otherwise modifies  any  such
     areas,  as  approved by the Authority, or if  the  Authority
     encloses or otherwise modifies any such area(s), the area(s)
     shall be reclassified into the appropriate space type.   The
     rate  for  the reclassified space shall be the then  current
     rate  for  the reclassified space.  If the Airline  modifies
     any such area and the rental rate for the reclassified space
     is  higher than it was prior to reclassification,  then,  at
     the  time the Airline requests approval to modify the space,
     the Airline and the Authority shall negotiate an appropriate
     rental  credit(s)  to reimburse the Airline  for  any  costs
     incurred by the Airline in modifying such area(s); provided,
     however,  such agreed upon rental credits shall in no  event
     result  in  ~ rate less than the then current rate  for  the
     space prior to its modification.
     
     (iii)     Next, using the appropriate space totals shown in
Schedules NF-11 and DF-13, the Signatory Airline Terminal Sub-
Center average rental rate for each Terminal Sub-Center for the
Rate Period shall then be converted to differential Terminal Sub-
Center rental rates as follows:
                
                (a)For each Terminal Sub-Center, the amount of
Type 1 through Type 5 space shall be Multiplied by the relative
weighted values set forth in Paragraph 8.03.1(ii) above, to
obtain a weighted equivalent amount of space.
                
                (b)The adjusted Signatory Airline requirement
calculated in Paragraph 8.03.1(i)(c), above, shall be reduced by
the amount of Type 6 and Type 7 space rentals due for that Rate
period, to determine the differential Signatory Airline
requirement.
                
                (c)For each Terminal Sub-Center, said
differential Signatory Airline requirement shall then be divided
by the weighted equivalent amount of Premises and Common Use
Premises for said Terminal Sub-Center to determine the rate for
Type 1 (premium) space.  Rates for Types 2 through Type 5 space
shall then be determined by multiplying the Type 1 (premium) rate
by the relative weighted values for each type of rentable area.
     
     8.03.2    Transition Adjustments.  The parties hereto
recognize that certain facilities at each Airport, due to
construction of the Capital Development Program, are anticipated
to be abandoned and/or ultimately demolished in stages during the
Period of this Agreement:
     
     (i)  To the extent any portions of the Existing North
Terminal at National are in service during the Period of this
Agreement, the following transition adjustments shall be made:
                
                (a)The Terminal Sub-Center Net Requirement
calculated for National's Main Terminal Sub-Center shall also
include the costs attributable to the Existing North Terminal,
whether occupied or not, during any Rate Period in which the
Existing North Terminal has not yet been demolished; and
                
                (b)Rentable Space in the Existing North Terminal
used for the calculations in Paragraph 8.03.1 shall include only
those areas of the Existing North Terminal actually occupied in
each Rate Period.
     
     (ii) To the extent any portions of the Base-of-the-Tower
Facilities at Dulles are in service during the Period of this
Agreement, the following transition adjustments shall be made:
                
                (a)The Terminal Sub-Center Net Requirement
calculated for the Main Terminal Sub-Center at Dulles shall also
include the costs attributable to the Base-of-the-Tower
Facilities, whether occupied or not, during any Rate Period in
which the Base-of-the-Tower Facilities have not yet been
demolished; and
                
                (b)Rentable Space in the Base-of-the-Tower
Facilities used for the calculations in Paragraph 8.03.1 shall
include only those areas of the Base-of-the-Tower Facilities
actually occupied in each Rate Period.
     
     (iii)     To the extent any portions of the Existing
Midfield Concourses at Dulles are in service following
Substantial Completion of one or more New Midfield Concourse(s) I
the following transition adjustments shall be made:
                
                (a)The Existing Midfield Concourse Sub-Center
Net Requirement shall include the costs attributable to all then
remaining portions of the Existing Midfield Concourses, whether
occupied or not; and
                
                (b)Rentable Space in the then remaining Existing
Midfield Concourses used for the calculations in Paragraph 8.03.1
shall include only those areas of the Existing Midfield
Concourses actually occupied in each Rate Period.
     
     (iv) To the extent that certain areas of each Terminal Sub-
Center at either Airport, due to relocations necessitated by the
Capital Development Program, may be vacant for temporary periods,
the total Rentable Space used for the calculations in Paragraph
8.03.1 at the affected Airport(s) shall be reduced by the amount
of such vacated space, whether such temporarily vacated space is
that of the Signatory Airlines or other Terminal tenants.
     
     (v)  Upon Substantial Completion of the New North Terminal
at National, the Total Requirement for the Interim Hangar 11
Terminal (related to either its use as a terminal or certain
costs related to its conversion from terminal use) shall be
included in the calculation of rental rates for the New North
Terminal at National.
     
     8.03.3    Rate Schedules.  Schedules NF-2, NF-3, and NF-4
(National) and Schedules DF-2, DF-3, and DF-4 (Dulles) show the
calculation of average and differential rental rates for each
Terminal Sub-Center.
     
     8.03.4    Airline's Terminal Rentals.  The Airline's
Terminal Rentals for Exclusive, Preferential, and Joint Use
Premises in each Rate Period shall be determined as the sum of
the products obtained by multiplying the appropriate differential
Terminal Sub-Center rental rate for the Rate Period, calculated
in accordance with Paragraph 8.03.1, by the amount of the
corresponding type of space leased by the Airline in each
Terminal Sub-Center at each Airport as Exclusive, Preferential,
and Joint Use Premises.  Said Terminal Rentals for each Rate
Period shall be payable in equal Monthly installments.
     
     8.03.5    Common Use Charges.  The Common Use Charges due
from Signatory Airlines for Common Use Premises in each Terminal
Sub-Center at each Airport in each Rate Period shall be
calculated as the product of the appropriate differential
Terminal rental rate for the Rate Period and the amount of each
category and area of Common Use Premises in each Terminal Sub-
Center.  Said total Common Use requirement for each Terminal Sub-
Center at each Airport shall then be reduced by any amounts for
that Rate Period estimated by the Authority (based upon the prior
Rate Period's Low Volume Common Use Fees) to be payable as Low
Volume Common Use Fees attributable to said Terminal Sub-Center,
as set forth in Paragraph 8.03.6, to derive the "net aggregate
Common Use requirement." Each Signatory Airline's monthly Common
Use Charge, if applicable, for each Airport shall then be
determined as follows:
     
     (i)  Ten percent (10%) of the net aggregate Common Use
requirement due in each Terminal Sub-Center (or category or area
thereof, if applicable) at each Airport shall be prorated equally
among the Signatory Airlines, other than those paying Low Volume
Common Use Fees.
     
     (ii) The remaining ninety percent (90%) of the net aggregate
Common Use requirement due in each Terminal Sub-Center (or
category or area thereof, if applicable) at each Airport shall be
prorated among the Signatory Airlines, other than those paying
Low Volume Common Use Fees, based upon each such Signatory
Airline's proportionate share of Total Passengers for all
Signatory Airlines, except that the component of the Common Use
Charge at Dulles attributable to baggage claim and holdroom shall
be calculated on the basis of Total Passengers less the Airline's
deplaning passengers using the IAB.
     
     (iii)     The allocation of Common Use Charges pursuant to
Paragraphs (i) and (ii) above, shall be made by the Authority
twice each Fiscal Year, with the first such allocation applicable
to the six month period commencing on the first day of each
Fiscal Year and ending on the last day of the sixth Month of said
Fiscal Year, and the second allocation applicable to the
remaining six months of said Fiscal Year; provided, however, the
Authority shall further have the right to adjust such allocations
for the remaining portion of the then current six month period at
any other time rates for Common Use Charges are adjusted during a
Fiscal Year pursuant to Sections 9.03 or 9.04.  At any time such
allocations are adjusted, the Authority shall notify the Airline
and other Signatory Airlines of the revised allocations, the
amounts due from each Signatory Airline, and the period for which
such allocations and amounts are applicable, and the Airline
shall then pay its allocated share of Common Use Charges in equal
monthly installments during said period.  Each such allocation
shall be based upon activity data for the most recent six months
for which such data is then available.
     
     (iv) For purposes of the Common Use Charge allocation
calculations, the Airline shall include in its monthly activity
report required by Section 8.12, and individually identify, the
number of Enplaning Passengers and Deplaning Passengers handled
or otherwise accommodated by the Airline for other Air
Transportation Companies not having an agreement with the
Authority that provides for the direct payment to the Authority
of appropriate Common Use Charges.
     
     8.03.6    Low Volume Common Use Fees.  Notwithstanding the
above Paragraph 8.03.5, a Signatory Airline that is a Low Volume
Airline shall pay a monthly Low Volume Common Use Fee in lieu of
the payment of Common Use Charges, in each Rate Period, for each
Airport, calculated as follows:
     
     (i)  The Common Use requirement for such Rate Period, at
such Airport, calculated in accordance with Paragraph 8.03.5
shall be divided by the actual Total Passengers at each Airport
for the most recent twelve (12) months for which such activity
reports are available.  This amount shall be the Low Volume
Common Use Fee per Passenger for each Airport.
     
     (ii) For each Common Use Charge allocation period as set
forth in Paragraph 8.03.5(iii), a Low Volume Airline is a
Signatory Airline (a) which operated at that Airport, (b) which
operates under Part 135 of the FAA Regulations, and (c) which
either reported an average monthly Enplaning Passenger activity
level at that Airport less than or equal to one thousand (1,000)
Enplaning Passengers per month during the preceding Common Use
Charge allocation period, or, if a new Signatory Airline, is
projected to generate a monthly average of less than one thousand
(1,000) Enplaning Passengers at that Airport for the ensuing
Common Use Charge allocation period.
                
                (a)In the event that the monthly average
Enplaning Passenger activity level of any Signatory Airline
paying the Low Volume Common Use Fee becomes greater than one
thousand (1,000) Enplaning Passengers at that Airport during the
then-current Common Use Charge allocation period, such signatory
Airline shall pay Common Use Charges as set forth in Paragraph
8.03.5    in the next ensuing Common Use allocation period.
                
                (b)In the event that the monthly average
Enplaning Passenger activity level of any Signatory Airline
paying Common Use Charges pursuant to Paragraph 8.03.5 (and which
operates under Part 135 of the FAA Regulations) becomes less than
one thousand (1,000) Enplaning Passengers at that Airport during
the then-current Common Use Charge allocation period, such
Signatory Airline shall pay the Low Volume Common Use Fee in the
next ensuing Common Use Charge allocation period.
     
     8.03.7    Rate Schedules.  Schedules NF-5 (National) and DF-
5 (Dulles) show the calculation of Common Use Charges and Low
Volume Common Use Fees for each Rate Period.

8.04 Aircraft Parking Position Charges and Dulles Jet Apron Fees.
     
     8.04.1    Aircraft Parking Position Charges at National.
The Authority reserves the right to charge the Airline Aircraft
Parking Position Charges at National during the Period of this
Agreement; provided, however,
     
     (i)  The Authority shall provide written notice no less than
ninety (90) days prior to the effective date of such Aircraft
Parking Position Charge;
     
     (ii) The Aircraft Parking Position Charge at National shall
be calculated in a manner substantially similar to the Aircraft
Parking Position Charge at Dulles, as set forth in Paragraph
8.04.2;
     
     (iii)     The total amount for such charge shall not exceed
ten percent (10%) of the Airfield Total Requirement; and
     
     (iv) Revenues derived from any such charges shall be applied
to reduce the Airfield Total Requirement in any Rate Period in
which such charges are imposed and collected by the Authority.
     
     8.04.2    Rates for Ramp Area Charges at Dulles.  Dulles
Aircraft Parking Position Charges and Dulles Jet Apron Fees
("Ramp Area Charges") shall be calculated, beginning January 1,
1992, as follows:
     
     (i)  For the initial period commencing January 1, 1992, five
percent (5%) of the estimated Airfield Total Requirement shall be
the basis of Ramp Area Charges; provided, however, the Authority
shall estimate in each subsequent Rate Period the actual
requirement attributable to the Ramp Area as a percentage of the
Dulles Airfield Total Requirement.  Such Authority-estimated Ramp
Area requirement for Dulles shall not exceed ten percent (10%) of
the Airfield Total Requirement in any Rate Period.
     
     (ii) The Ramp Area requirement for Dulles determined as set
forth in Paragraph 8.04.2(i) above shall be next divided into
Aircraft Parking Position and Dulles Jet Apron components, based
upon the number of Aircraft Parking Positions and Dulles Jet
Apron positions as a percentage, respectively, of the total of
all such aircraft positions at Dulles.
     
     (iii)     The Aircraft Parking Position requirement
determined in Paragraph 8.04.2(u) above in each Rate Period shall
be divided by the actual linear footage of all Aircraft Parking
Positions (measured one hundred (100) feet from the face of the
Terminal or Concourse) in each Rate Period, to determine the
Aircraft Parking Position Charge rate.  In the event such actual
measurement cannot be accomplished, each Aircraft Parking
position for a narrow-body aircraft shall be deemed to be one
hundred twenty-five (125) linear feet and for a wide-body
aircraft shall be deemed to be one hundred seventy-five (175)
linear feet.
     
     (iv) The Dulles Jet Apron requirement determined in
Paragraph 8.04.2(u) above in each Rate Period shall be divided by
the estimated number of operations at the Dulles Jet Aprons in
each Rate Period to determine the Dulles Jet Apron Fee rate for
each operation.
     
     (v)  In the event that the Authority designates a separate
area(s) of the Ramp Area for the shared use by Signatory Airlines
operating under Part 135 of the FAA Regulations, then in such
event the Authority shall allocate a reasonable amount of the
Ramp Area requirement determined as set forth in Paragraph
8.04.2(i) above to such area(s), and shall charge such Airline
for the use of said area(s) based upon each such operator's share
of total Enplaning Passengers using the area(s).
     
     8.04.3    Airline's Dulles Aircraft Parking Position
Charges.  At Dulles, the Airline's Aircraft Parking Position
Charges, if applicable, shall be the product obtained by
Multiplying the total linear footage of the Airline's Aircraft
Parking Position(s), as set forth in Exhibit D-B, tiles the
Aircraft Parking Position Charge rate for the Rate Period.  Such
charge shall be paid in equal Monthly installments in accordance
with Section 8.11.
     
     8.04.4    Airline's Dulles Jet Apron Fees The Airline's
monthly Dulles Jet Apron Fees, if applicable, shall be calculated
as the product obtained by multiplying the Dulles Jet Apron Fee
rate for the Rate Period by the number of the Airline's aircraft
utilizing the Jet Apron to board or disembark passengers during
the month; provided, however, the Airline shall not be subject to
this Dulles Jet Apron Fee if the Airline pays Aircraft Parking
Position Charges directly to the Authority and uses the Dulles
Jet Apron exclusively to disembark passengers.  An aircraft which
both disembarks and boards passengers at a Jet Apron Position
will be subject to a single fee.  The fee shall be paid monthly
in accordance with Section 8.11.

8.05 Equipment Charges.
     
     8.05.1    Equipment Charges.  For each Rate Period, the
Airline shall pay charges for each type and item of Equipment
leased by the Airline from the Authority, if any, as set forth in
Exhibits NH and DH.  Except as set forth in Paragraph 8.05.2,
said charges shall be calculated as the sum of the following:
     
     (i)  The annual capital requirement for each type and item
of Equipment shall be equal to the sum of the Capital Charges
plus Debt Service Coverage reduced by Transfers allocable to such
Equipment; and
     
     (ii) The O&M requirement in each Rate Period for each type
and item of Equipment which shall be equal to the O&M Expenses
incurred by the Authority and allocable to such Equipment.
     
     8.05.2    The Airline's charges for certain types of
Equipment, including baggage claim conveyors and devices, and
flight information and baggage information display systems, shall
be included in the Airline's Terminal Rentals and Common Use
Charges for the Premises and the Common Use Premises in the
Terminal Sub-Center in which such Equipment is located.
     
     8.05.3    Equipment Charge    Rate Schedules.
     
     Schedules NF-6 (National) and DF-6 (Dulles) show the
calculation of Equipment Charges rates for each Rate Period.

8.06 Passenger Security Reimbursements.
     
     8.06.1    Security Reimbursement Requirement.  Total
Passenger Security Reimbursements due and payable at each Airport
in each Fiscal Year shall be equal to the Authority's costs of
providing security services, including law enforcement officers,
for passenger screening.
     
     8.06.2    Airline's Passenger Security Requirements.
     
     (i)  The Passenger Security Reimbursement requirement shall
be allocated among the Signatory Airlines serving each Airport
based upon their respective total Enplaning Passengers requiring
such services as set forth in Paragraph 8.06.2(u).
     
     (ii) The allocation of Passenger Security Reimbursements
pursuant to Paragraph 8.06.2(i) shall be made by the Authority
twice each Fiscal Year, with the first such allocation applicable
to the six month period commencing on the first day of each
Fiscal Year and ending on the last day of the sixth month of said
Fiscal Year, and the second allocation applicable to the
remaining six months of said Fiscal Year; provided, however, the
Authority shall further have the right to adjust said allocation
for the remaining portion of the then current six month period at
any other time the Passenger Security Reimbursements requirement
is adjusted during a Fiscal Year pursuant to Sections 9.03 and
9.04.  Each such allocation shall be based upon activity data for
the most recent six months for which such activity data is then
available.
     
     (iii)     For purposes of such allocations, the Airline
shall include in its monthly activity report required pursuant to
Section 8.12, and individually identify, the number of Enplaning
Passengers handled or otherwise accommodated by the Airline for
other Air Transportation Companies not having an agreement with
the Authority that provides for the direct payment to the
Authority of appropriate charges for Passenger Security
Reimbursements.
     
     8.06.3    Passenger Security Reimbursement Schedules.
Schedules NF-7 (National) and DF-7 (Dulles) show the calculation
of the Passenger Security Reimbursement charges for the current
Rate Period.

8.07 International Arrivals Building ("IAB") Charges at Dulles.
     
     8.07.1    IAB Rate.  The IAB rate for each Rate Period shall
be calculated by reducing the Total Requirement for the IAB by
utility and other reimbursements and Transfers, and dividing such
amount by the estimated total international Deplaning Passengers
using the IAB facility in each Rate Period, to determine the IAB
rate per international Deplaning Passenger.
     
     8.07.2    IAB Rate Schedule.  Schedule DF-S shows the
calculation of the IAB rate for each Rate Period.
     
     8.07.3    Airline's IAB Charges.  The Airline's monthly IAB
Charge, if any, shall be determined as the product of the IAB
rate for the Rate Period and the Airline' 5 international
Deplaning Passengers using the facility during the month.

8.08 Airside Operations Building ("AOB") Rentals at Dulles.
     
     8.08.1    AOB Rate.  The AOB Rental rate in each Rate Period
shall be calculated by reducing the Total Requirement for the AOB
by utility and other reimbursements and Transfers, and dividing
such net requirement by the total AOB Rentable Space.
     
     8.08.2    AOB Rate Schedule.  Schedule DF-9 shows the
calculation of the AOB rate for each Rate Period.
     
     8.08.3    Airline's AOB Charges.  The Airline's AOB Rentals
for each Rate Period, if any, shall be determined as the product
of the AOB Rental rate and the number of square feet of AOB
Premises leased to the Airline.  The Airline shall pay such AOB
Rentals in equal monthly installments.

8.09 Passenger Conveyance Charges.
     
     8.09.1    Passenger Conveyance Charges Prior to the
Completion of Dulles Stage II.
     
     (i)  The Total Passenger Conveyance Charges requirement in
each Rate Period prior to the completion of Dulles Stage II shall
be equal to the Total Requirement for Passenger Conveyances,
reduced by Transfers allocable to Passenger Conveyances and by
mobile lounge fees, if any, received by the Authority from non-
Signatory Airlines.
     
     (ii) The Passenger Conveyance Charges requirement determined
above shall be allocated among the Signatory Airlines serving
Dulles based upon their respective total Enplaning Passengers for
such Rate Period as set forth in Paragraph 8.09.l(iii).
     
     (iii)     The allocation of Passenger Conveyance Charges
pursuant to Paragraph 8.09.1(u) shall be Made by the Authority
twice each Fiscal Year, with the first such allocation applicable
to the six month period commencing on the first day of each
Fiscal Year and ending on the last day of the sixth month of said
Fiscal Year, and the second allocation applicable to the
remaining six months of said Fiscal Year; provided, however, the
Authority shall further have the right to adjust said allocation
for the remaining portion of the then current six month period at
any other time the Passenger Conveyance Charges requirement is
adjusted during a Fiscal Year pursuant to Sections 9.03 and 9.04.
Each such allocation shall be based upon activity data for the
most recent six months for which such activity data is then
available.
     
     (iv) For purposes of such allocations, the Airline shall
include in its Monthly activity report required pursuant to
Section 8.12g and individually identify, the number of Enplaning
Passengers handled or otherwise accommodated by the Airline for
other Air Transportation Companies not having an agreement with
the Authority that provides for the direct payment to the
Authority of appropriate charges for Passenger Conveyances.
     
     (v)  Schedule DF-l0 (Dulles) shows the calculation of the
Passenger Conveyance Charges requirement for the current Rate
Period.
     
     8.09.2    Passenger Conveyance Charges Following Substantial
Completion of Dulles Stage II.
     
     (i)  Total Passenger Conveyance Charges requirements in each
Rate Period following completion of Dulles Stage II shall be
calculated in the same manner as set forth in Paragraph 8.09.1(i)
above; provided, however, said requirement shall then be divided
by the Authority into two components based upon the respective
Total Requirements of each component:
                
                (a)Inter-Terminal and IAB People Mover Train
component
                
                (b)Mobile Lounge/Planemate/Bus component
     
     (ii) The Mobile Lounge/Planemate/Bus component shall be
allocated among the signatory Airlines based on their number of
Enplaning Passengers using this transportation component in the
manner as set forth in Paragraph 8.09.1 above.
     
     (iii)     The Inter-Terminal and IAB People Mover Train
component shall first be allocated between the IAB, on the one
hand, and the Terminal Cost Center, on the other hand, based upon
the number of Deplaning Passengers using the IAB and the number
of Deplaning Passengers using the Terminal Cost Center,
respectively.
     
     (b)  The remainder of such component shall be allocated to
the Total Requirement for each Terminal Sub-Center served by said
system, based upon the respective Rentable Space in each such
Terminal Sub-Center.
     
     (c)  Notwithstanding the foregoing1 if the Inter-Terminal
and IAB People Mover Train does not serve the IAB, no portion of
the Inter-Terminal and IAB People Mover component shall be
allocated to the IAB.

8.10 Other Fees and Charges.
     
     8.10.1    The Authority expressly reserves the right to
assess and collect the following:
     
     (i)  Reasonable and non-discriminatory concession, permit or
license fees for services or supplies provided by the Airline to
others, and by others to the Airline.  Notwithstanding the
foregoing, except with respect to the provision of inflight
catering services or the provision of other food, beverage,
products, or services for the Airline's passengers, the Authority
shall not charge the following:
                
                (a)Any such fees to a Signatory Airline
providing supplies or services, including aircraft and Equipment
maintenance, to another Signatory Airline, so long as the
Signatory Airline providing such services or supplies is
concurrently providing such supplies or services for itself and
such provision of supplies or services is incidental to its Air
Transportation Business and is not conducted as a separate
business; or
                
                (b)Any such fees in excess of the Authority's
actual costs of any services or facilities provided by the
Authority to such servicer/supplier for services or supplies that
the Airline could otherwise perform or provide for itself
pursuant to Section 4.01.
     
     (ii) Pro rata shares of any charges for the provision of any
services or facilities which the Authority is required to provide
by any governmental entity having jurisdiction over the Airport
or the operations of the Airline.
     
     8.10.2    The Authority reserves the right to charge the
Airline or its employees a reasonable fee for the employee
parking areas provided at the Airports.  Such fee shall be based
upon the Authority's costs to construct, operate and maintain
such facility(s).
     
     8.10.3    The Airline shall pay charges for other services
or facilities that are provided by the Authority to the Airline
at the Airline's request or which are the responsibility of the
Airline hereunder.  Such services or facilities may include, but
are not limited to, maintenance of Airline Premises, when such
maintenance is requested by the Airline or is the responsibility
of the Airline pursuant to this Agreement, directly metered
utility costs and other O&M Expenses, if any, related to
Equipment.
     
     8.10.4    The Airline shall pay the required fees for all
permits and licenses necessary for the conduct of its Air
Transportation Business at the Airport.  The Airline shall also
pay all taxes and assessments, which during the Period of this
Agreement may become a lien or which may be levied by any
governmental authority upon any taxable interest acquired by the
Airline in this Agreement, or any taxable possessory right which
the Airline may have in or to the Premises or facilities leased
hereunder, or the improvements thereon, by reason of its
occupancy thereof, or otherwise, as well as taxes on taxable
property, real or personal, owned by the Airline in or about said
Premises.  Upon any termination of tenancy by expiration,
cancellation or otherwise, all taxes then levied or a lien on any
of said property, or taxable interest therein, shall be paid in
full by the Airline as soon as a statement thereof has been
issued by the taxing jurisdiction.  However, the Airline shall
not be deemed to be in default under this Agreement for failure
to pay taxes pending the outcome of any proceedings instituted by
the Airline to contest the validity or the amount of such taxes.
     
     8.10.5    Nothing herein shall be construed to prohibit the
Authority from imposing and collecting any fines or penalties
imposed for violations of any regulation now or hereafter
lawfully adopted, as such regulation may be amended, including a
regulation for noise abatement purposes.
     
     8.10.6    The Authority reserves the right to charge ground
rentals or fees for the lease or use of land at the Airports.

8.11 Payments.
     
     8.11.1    Rentals for the Airline's Exclusive, Preferential,
and Joint Use Premises, Common Use Charges, Passenger Conveyance
Charges, Equipment Charges, Aircraft Parking Position Charges,
Passenger Security Reimbursements, and Airside Operations
Building Rentals as applicable, shall be due and payable in
advance, without demand or invoice, except as provided in Article
9 with respect to adjustments in rates, on the first calendar day
of each month.  Said rentals and charges shall be deemed
delinquent if payment is not received by the tenth calendar day
of the month.
     
     8.11.2    Payment for Landing Fees, Low Volume Common Use
Fees, Dulles Jet Apron Fees, and International Arrivals Building
Charges for each month shall be due and payable on the tenth
calendar day of the next month without demand or invoice and
shall be deemed delinquent if not received by the twentieth
calendar day of that month.
     
     8.11.3    Payment for all other fees and charges payable
hereunder, including but not limited to metered utility charges,
and other miscellaneous charges, shall be due within twenty (20)
days of the date of the Authority's invoice.  Said payment for
fees and charges shall be deemed delinquent if payment is not
received within thirty (30) days of the date of such invoice.
     
     8.11.4    If the Airline fails to make any payment of
rentals, fees, or charges due under this Agreement on or before
the due date such payment shall bear monthly interest from the
date payment was due at the rate per annum which is four percent
(4~) higher than the "prime rate" as published in The Wall Street
Journal on the date such payment was due; provided, however, that
nothing contained herein shall be construed as permitting the
Authority to charge or receive interest in excess of the maximum
legal rate then allowed by law.  Further, this provision shall
not be construed as precluding the Authority from pursuing any
other remedies it may have for the Airline's default in the
payment of its rentals, fees, or charges, from executing against
or requiring the Airline to furnish Contract Security pursuant to
Section 8.13, or from exercising any other rights contained
herein or provided by law.
     
     8.11.5    In the event the Airline fails to submit its
monthly activity reports as required in Section 8.12 the
Authority may, in its discretion, estimate the fees and charges
due and payable by the Airline as set forth in Paragraph 8.11.2,
based upon one hundred twenty-five percent (125~) of the monthly
activity reported by the Airline for the next preceding month and
issue an invoice to the Airline for said estimated amount, less
amounts, if any, already received from the Airline for rentals,
fees, and charges due for such month for which complete activity
data has not been received by the Authority.  The Airline agrees
to pay said estimated amount and to be liable for any
deficiencies in payments based on this estimate, plus interest,
as set forth in Paragraph 8.11.4 above.  If such estimate results
in an overpayment by the Airline, and (i) if the Airline submits
the delinquent activity report to the Authority within 30 days of
the original date due, then the Authority shall credit the
Airline's subsequent month's amount due for such overpayment less
adjustment for applicable interest charges, if any, as set forth
in Paragraph 8.11.4; or (ii) if the Airline does not submit the
delinquent activity report to the Authority within thirty (30)
days of the original date due, the Authority shall have the right
to retain any such overpayment.  If such estimate results in an
underpayment by the Airline, the Airline shall include with its
delinquent activity report any additional amounts due to the
Authority, plus applicable interest charges.
     
     8.11.6    In the event the Airline's rights, licenses, or
privileges granted hereunder shall commence or terminate on any
date other than the first or last day, respectively, of the
month, the Airline's rentals, fees, and charges shall be prorated
on the basis of the number of days such Premises, facilities,
rights, licenses, services, or privileges were enjoyed during
that month and on the Authority's estimate of the Airline's
activity for such number of days.
     
     8.11.7    The Airline will assure that all payments due
hereunder are made separately for each Airport.  All payments
shall be accompanied by a written certificate substantially in
the form of Exhibits N-L and D-L attached hereto setting forth
the Airport, Premises or activity and period for which payment is
being made.  All payments due and payable hereunder shall be paid
in lawful money of the United States of America, without set off,
by check made payable to the Metropolitan Washington Airports
Authority and, unless another address is specified by the
Authority, delivered to:
                
                Metropolitan Washington Airports Authority
                P.O. Box 2143
                Merrifield, Virginia 22116-2143

8.12 Information to be Supplied by the Airline.
     
     8.12.1    Not later than seven (7) calendar days after the
end of each month, the Airline shall file with the Authority
written reports on forms provided by the Authority for activity
conducted by the Airline during said month, and for activity
handled or otherwise accommodated by the Airline for other Air
Transportation Companies not having an agreement with the
Authority providing for its own submission of activity data to
the Authority.  Unless otherwise specified in writing by the
Authority, the report shall be delivered to:
                
                Metropolitan Washington Airports Authority
                Office of Air Carrier Affairs
                44 Canal Center Plaza
                Alexandria, Virginia 22314
     
     8.12.2    The Authority shall have the right to rely on said
activity reports in determining rentals, fees, and charges due
hereunder; provided, however, the Airline shall have full
responsibility for the accuracy of said reports.  Payment
deficiencies due to incomplete or inaccurate activity reports
shall be subject to interest charges as set forth in Paragraph
8.11.4.  Notwithstanding the foregoing, upon receipt of complete,
accurate reports, overpayments, if any, shall be credited by the
Authority against the Airline's subsequent month's amount due.
     
     8.12.3    The Airline agrees, at all times, to maintain and
keep books, ledgers, accounts or other records, accurately
reflecting all of the entries for the activity statistics to be
reported pursuant to Paragraph 8.12.1.  Such records shall be
retained by the Airline for a period of three (3) years
subsequent to the activities reported therein.  The Airline
agrees to produce such books and records for the Authority at the
Authority's place of business within fifteen (15) calendar days
of the Authority's notice to do so or, at a location of the
Airline's choosing, in which case the Airline shall pay all
reasonable expenses, including, but not limited to,
transportation, food, and lodging, necessary for an auditor
selected by the Authority to audit said books and records.
     
     8.12.4    The cost of the audit, with the exception of the
aforementioned expenses, shall be borne by the Authority;
provided, however, the total cost of said audit shall be borne by
the Airline if either or both of the following conditions exist:
     
     (i)  The audit reveals an underpayment of the lesser of one
hundred thousand dollars ($100,000) or five percent (5%) of
rentals, fees, and charges due hereunder, as determined by said
audit; and/or
     
     (ii) The Airline has failed to maintain accurate and
complete books, accounts, and other records in accordance with
Paragraph 8.12.3.

8.13 Security for Payment.
     
     8.13.1    If at any time during the twelve (12) consecutive
months immediately preceding the Effective Date of this
Agreement, the Airline committed an act or omission that
constituted a default in payments due to the Authority pursuant
to the terms and provisions of the Prior Agreements and Leases,
then the Authority has the right to require the Airline to
provide to the Authority on the Effective Date, payment of
outstanding default amounts, if any, and a surety bond,
irrevocable letter of credit or other security acceptable to the
Authority ("Contract Security") in an amount equal to an estimate
of four (4) months' rentals, fees, and charges payable by the
Airline pursuant to this Article 8.  Such Contract Security shall
be for the purpose of guaranteeing the payment of all rentals,
fees, and charges due hereunder.  If Contract Security is
required by the Authority, the Airline shall maintain such
Contract Security in effect until the expiration of twelve (12)
consecutive months during which period the Airline commits no act
or omission that would constitute a payment default pursuant to
Paragraph 13.01.9 of this Agreement.  Such Contract Security
shall be in such form and with such company approved to do
business in the Commonwealth of Virginia as shall be reasonably
acceptable to the Authority.
     
     8.13.2    Upon the failure of the Airline to make a payment
on or before the date due, as prescribed in Section 8.11, and the
continued failure by the Airline to make payments within five (5)
calendar days after the date of written notice from the Authority
of such failure to pay, the Authority, within thirty (30) days of
the date of the written notice, shall have the right to impose or
reimpose the requirements of Paragraph 8.13.1, above, on the
Airline.  In such event, the Airline shall provide the Authority
with the required Contract Security within fourteen (14) days
from its receipt of such written notice that the Authority is
imposing or reimposing such Contract Security requirement and
maintain said security in effect until the expiration of a period
of twelve (12) consecutive months during which the Airline makes
all payment, to the Authority as required by Section 8.11 herein
when due.  The Authority shall have the right to reimpose the
requirements of Paragraph 8.13.1, above, on the Airline each time
the Airline fails to make a payment as required by Section 8.11
during the Period of this Agreement.  The Authority's rights
under this Paragraph 8.13.2 shall be in addition to all other
rights and remedies available to the Authority either by law or
under the terms of this Agreement.

8.14  Rentals,  Fees,  and  Charges During  Construction  of  the
Capital Development Program.
     
     8.14.1    The rentals, fees, and charges payable by the
Airline to the Authority, and the rates for such rentals, fees,
and charges, may be recalculated and increased or decreased a~
appropriate, effective as of each Substantial Completion Date of
any Project included in the Capital Development Program to the
extent that the costs allocable to such Project, or a portion
thereof, are allocable to the Airline Supported Areas; provided,
however, the Authority may include in any rate adjustment made
pursuant to Sections 9.02 and 9.03 the Capital Charges, Debt
Service Coverage, O&M Expenses, and all other payments and
reserves for any such Project anticipated by the Authority to
become payable from Revenues during the next ensuing Rate Period.
     
     8.14.2    Upon the Substantial Completion Date of any
Premises and until the actual square footage of such Premises has
been incorporated into revised Exhibits N-C-2 and D-C-2, all
determinations that are based on the dimensions of the Premises,
including rentals, fees, and charges, shall be based on the
approximate dimensions stated in Exhibits N-C-l and D-C-l.  After
the incorporation of the actual square footage, the rentals,
fees, and charges that are determined by the dimensions of the
Premises shall be calculated using the actual square footage, and
amounts previously paid or owed by the Airline shall be adjusted
retroactively to the Substantial Completion Date.  After the
retroactive adjustment, the Airline shall pay to the Authority,
together with the payment for the next monthly period, any
additional rentals, fees, and charges that are due to the
Authority or the Authority shall credit the Airline with any
rentals, fees, and charges that were overpaid by the Airline so
that the total payment made by the Airline for the period
beginning with the Substantial Completion Date and ending with
the date of the adjustment shall be the amount the Airline would
have paid if the rentals, fees, and charges had been calculated
on the actual square footage from the Substantial Completion
Date.
     
     8.14.3    In the event that Debt Service and Debt Service
Coverage applicable to any Project in a Cost Center or Sub-Center
within any Airline Supported Area shall become payable from
Revenues prior to the Substantial Completion Date of said
Project, the Total Requirement for such Cost Center or Sub-Center
shall include such Debt Service and Debt Service Coverage from
such earlier date.

8.15  Passenger  Facility Charges.  in the event  that  passenger
facility  charges,  now precluded by 49 U.S.C.  1513(a),  are  by
legislative  enactment, regulatory action, or by an  adjudication
by  a court of competent jurisdiction determined to be lawful for
the  Authority  to assess and collect during the Period  of  this
Agreement,  the  Authority hereby reserves the right  to  assess,
collect  and  expend such charges, subject to any conditions  and
restrictions   expressly   provided  by   such   legislation   or
regulation.

8.16  No Other Fees and Charges.  Except as provided for in  this
Agreement  or  any  other contract between the  Airline  and  the
Authority,  no charges, fees, or tolls of any nature,  direct  or
indirect, shall be imposed by the Authority upon the Airline, its
employees, agents, passengers, guests, patrons, and invitees, its
suppliers  of  materials, or furnishers  of  services;  provided,
however,  and  except  as  otherwise provided  herein,  that  the
foregoing  shall not be construed to prohibit the Authority  from
imposing  and  collecting charges and fees for  the  use  of  the
public  auto  parking areas on the Airports,  from  operators  of
ground transportation to, from, and on the Airports and from  any
concessionaire at the Airports in accordance with the terms of  a
contract with the Authority for the operation of such concession.

8.17  1990  Fiscal  Year  Adjustment.  In consideration  for  the
Authority's agreement to refrain from exercising its right  under
Prior  Agreements and Leases to impose new rates and  charges  on
the  Airline  effective  as  of October  1,  1989,  and  instead,
deferring  the  effectiveness of said new rates  and  charges  to
January  1, 1990, the rates and charges in effect for the  period
January  1,  1990, through September 30, 1990,  will  include  an
amount  that  represents the difference, during the  period  from
October 1, 1989, to December 31, 1989, between the amount of  the
rates  and charges then in effect and the amount that would  have
been  charged to the Airline if the rates and charges under  this
Agreement had been made effective on October 1, 1989.
                                
                           ARTICLE 9.
                                
         CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES

9.01 General.
     
     9.01.1    Rates for Signatory Airlines' rentals1 fees, and
charges shall be adjusted as set forth in this Article 9.  Said
adjusted rates shall become effective (i) on the first day of
each Fiscal Year pursuant to Section 9.02 ("Annual Adjustment");
(ii) on the first day of the seventh month of each Fiscal Year,
if adjusted pursuant to Section 9.03 ("Midyear Adjustment"); or
(iii) at any other time pursuant to Section 9.04.
     
     9.01.2    Beginning on the effective date of a Rate Period
following each such adjustment as provided for herein and for the
duration of that Rate Period, unless said rates are subsequently
adjusted during a Fiscal Year pursuant to Section 9.03 or 9.04,
the Airline's rentals, fees, and charges payable to the Authority
hereunder shall be based upon the rates as adjusted.
     
     9.01.3    All adjustments made pursuant to this Article 9
shall be determined by the Authority and provided to the Airline
substantially in conformance with the methods set forth in
Article 8.  Upon each adjustment, revised Schedules NF-l through
NF-l1 and DF-1 through DF-14, showing the calculation of adjusted
rates for rentals, fees, and charges for that Rate Period shall
be prepared by the Authority and transmitted to the Airline, and
said rates shall apply without the necessity of formal amendment
of this Agreement.
     
     9.01.4    If the calculation of adjusted rates for the next
ensuing Rate Period is not completed by the Authority or the
notice to the Airline of said adjusted rates as required herein
is not given on or before twenty (20) calendar days prior to the
end of the then current Rate Period, the rates for rentals, fees,
and charges then in effect shall continue to be paid by the
Airline until such calculations are concluded and such twenty
(20) day notice is given.  Upon the conclusion of such
calculations and the giving of such twenty (20) day notice, the
Authority shall determine the difference(s), if any, between the
actual rentals, fees, and charges paid by the Airline to date for
the then current Rate Period and the rentals, fees, and charges
that would have been paid by the Airline if said adjusted rates
had been in effect beginning on the first day of the then current
Rate Period.  Said differences shall be applied to the particular
rentals, fees or charges for which a difference(s) in rates
resulted in an overpayment or underpayment, and shall be remitted
by the Airline or credited by the Authority in the month
immediately following the calculation of the new Rate Period
rates and the giving of notice to Signatory Airlines.

9.02 Annual Adjustment.
     
     9.02.1    Approximately sixty (60) days prior to the end of
each Fiscal Year, the Authority shall notify the Signatory
Airlines of the estimated rates for rentals, fees, and charges
for the next ensuing Fiscal Year.  Said rates shall be based upon
estimated activity at each Airport, budgeted O&M Expenses, the
estimated Transfers amount required by this Agreement, Capital
Charges, Debt Service Coverage, Lease payments, and all other
payments and reserves as set forth in Exhibits N-F and D-F, for
the next ensuing Fiscal Year.
     
     9.02.2    Within twenty (20) days after the forwarding of
said estimated rates for rentals, fees, and charges, the
Authority shall meet collectively with the Signatory Airlines of
each Airport at a mutually convenient time for the purpose of
discussing such estimated rates for rentals, fees, and charges.
The Authority shall make available to the Signatory Airlines any
reasonably requested additional information relating to the
determination of the proposed rates.  The Authority agrees to
fully consider the comments and recommendations of the Signatory
Airlines prior to finalizing its schedule of estimated rates for
rentals, fees, and charges for the next ensuing Fiscal Year.
     
     9.02.3    Following said meeting, the Authority shall
provide at least twenty (20) days advance written notice to the
Signatory Airlines of the estimated rates for rentals, fees, and
charges in accordance with this Section 9.02, and subject to the
provisions of Paragraph 9.01.4, such adjusted rates shall become
effective on the first day of the next ensuing Fiscal Year.

9.03 Midyear Adjustment.
     
     9.03.1    In addition to the provisions of Sections 9.02 and
9.04, the Authority shall have the right to adjust the estimated
rates for rentals, fees, and charges payable by the Signatory
Airlines at the midpoint of each Fiscal Year in accordance with
this Section 9.03.
     
     9.03.2    Approximately sixty (60) days prior to the end of
the sixth month of the then current Fiscal Year, the Authority
shall re-estimate the rates for rentals, fees, and charges
payable hereunder, applicable to the last six months of the then
current Fiscal Year, and shall then determine in accordance with
Paragraph 9.03.5 whether a midyear adjustment to any rate(s) will
be made.  Said re-estimated rates shall be based upon any
adjustment to Transfers required by this Agreement based upon the
actual audited results for the preceding Fiscal Year and revised
estimates of activity, 0&M Expenses, Capital Charges, Debt
Service Coverage, and all other payments and reserves, as set
forth in Exhibits N-F and D-F, for the then current Fiscal Year.
     
     9.03.3    In the event midyear adjustments to rates are made
by the Authority, the Authority shall notify the Signatory
Airlines of the re-estimated rates approximately forty-five (45)
days prior to the end of the sixth month of the then current
Fiscal Year.  Within twenty (20) days after the forwarding of
said rates, the Authority shall, if requested by the Airline or
another Signatory Airline, meet collectively with the Signatory
Airlines at each Airport at a mutually convenient time for the
purpose of discussing said re-estimated rates.  The Authority
shall make available to the Signatory Airlines any reasonably
requested additional information relating to said rates.  The
Authority agrees to fully consider the comments and
recommendations of the Signatory Airlines prior to finalizing the
midyear adjusted rates.
     
     9.03.4    Following said meeting, the Authority shall
provide at least twenty (20) days advance written notification to
the Signatory Airlines of the adjusted rates to become effective
on the first day of the seventh month of the then current Fiscal
Year, subject to the provisions of Paragraph 9.01.4.
     
     9.03.5    Nothing in this Section 9.03 shall be construed to
require that the Authority make a midyear adjustment to estimated
rates at either Airport; provided further that the Authority
shall not make any such midyear adjustment to any rate at an
Airport if the total of rentals, fees, or charges payable by the
Signatory Airlines at that Airport, using the then current rates
for rentals, fees, and charges at that Airport, is at least
ninety-eight percent (98%) of the total of rentals, fees, or
charges that would be payable by the Signatory Airlines using any
re-estimated rate(s) calculated pursuant to this Section 9.03.
     
     9.03.6    In the event that the Authority does not make a
midyear adjustment to rates, any difference between the estimated
Transfers amount included in the calculation of the then current
rates, and the amount of Transfers actually due to the Signatory
Airlines based upon the audited results for the preceding Fiscal
Year, may at the option of the Authority (i) be included in any
subsequent adjustment of rates during the then current Fiscal
Year, as provided for in Section 9.04; or (ii) be incorporated
into the settlement calculations for the then current Fiscal Year
as provided for in Section 9.07.

9.04 Other Rate Adjustments.
     
     9.04.1    Notwithstanding the provisions of Sections 9.02
and 9.03, any rate for rentals, fees, or charges payable by the
Signatory Airlines at an Airport may be adjusted by the Authority
at any other time in the event of one or more of the following:
     
     (i)  Current year-to-date unaudited financial data and/or
activity statistics indicate that total rentals, fees, and
charges payable at an Airport pursuant to the then current rates
are projected by the Authority to vary by more than five percent
(5%) from the total rentals, fees, and charges that would be paid
during the Rate Period at that Airport if rates were based upon
more current financial and activity data then available.
     
     (ii) The Indenture requires such an adjustment; provided,
however, that total rentals, fees, and charges payable to the
Authority by Signatory Airlines shall be calculated in accordance
with this Agreement.
     
     (iii)     Additional Projects are constructed in Airline
Supported Areas, and Debt Service and/or Amortization
Requirements for such Additional Projects become payable from
Revenues on a date other than the first day of any Fiscal Year;
provided, however, the Authority may include in any rate
adjustments made pursuant to Sections 9.02 and 9.03 the Capital
Charges, O&M Expenses, and all other payments, Debt Service
Coverage, and reserves required by this Agreement for any such
Additional Project, the costs of which are anticipated by the
Authority to become payable from Revenues (as opposed to
capitalized interest) during the next ensuing Rate Period.
     
     (iv) At any other time as provided for in this Agreement,
including, but not limited to, adjustments made in accordance
with Section 8.14 for Projects included in the Capital
Development Program.
     
     9.04.2    The Authority shall provide at least twenty (20)
days advance written notice to the Signatory Airlines of changes
to estimated rates made in accordance with this Section 9.04,
including the reasons necessitating any such adjustment, and such
adjusted rates shall become effective on the date specified in
the Authority's written notice to the Airline, subject to the
provisions of Paragraph 9.01.4.

9.05 Transfers.
     
     9.05.1    At the conclusion of each Fiscal Year, the amount
of any "Net Remaining Revenue" at each Airport, as such term is
defined in Paragraph 9.05.2, shall be determined.  For each
Fiscal Year during the Period of this Agreement such Net
Remaining Revenue shall be allocated between the Authority and
the Signatory Airlines at that Airport in accordance with
provisions of Paragraph 9.05.4.  For the first Fiscal Year
immediately following the expiration or earlier termination of
this Agreement, such Net Remaining Revenue shall be allocated in
accordance with the provisions of Paragraph 9.05.6.  The
Signatory Airlines' share (hereinafter called "Transfers") of Net
Remaining Revenue for each Fiscal Year shall be transferred by
the Authority from the General Purpose Fund to the Airline
Transfer Account at the beginning of the next ensuing Fiscal
Year.  Amounts in the Airline Transfer Account shall be applied
as credits in the calculation of Signatory Airline rates for
rentals, fees, and charges in such next ensuing Fiscal Year.  The
Authority's share of Net Remaining Revenue shall be transferred
by the Authority from the General Purpose Fund to the Authority
Capital Fund at the beginning of such next ensuing Fiscal Year,
and used for the purposes described in Section 9.06.
     
     9.05.2    For any Fiscal Year, Net Remaining Revenue at each
Airport is hereby defined to mean the total of Revenues for such
Fiscal Year plus Transfers, if any, from the prior Fiscal Year
less (i) O&M Expenses; (ii) required deposits to maintain the O&M
Reserve; (iii) Debt Service; (iv) Federal Lease payment; (v) the
amount of rental credits given to certain Scheduled Air Carriers
as set forth in the Surviving Agreements; (vi) required deposits
to any Debt Service Reserve Fund; and (vii) required deposits to
the Emergency R&R Fund; all as calculated in accordance with
Schedules NF-8 and DF-l0 for the then current Fiscal Year.
     
     9.05.3    When estimating the rates for rentals, fees, and
charges for the next ensuing Fiscal Year, as set forth in Section
9.02, the Authority shall also estimate for each Airport the
Transfers required by this Agreement to be transferred from Net
Remaining Revenue generated at each Airport in the then current
Fiscal Year.  Said estimated required Transfers at each Airport
shall be allocated to the Cost Centers and Sub-Centers at that
Airport in the manner described in Paragraph 9.05.4, and included
as a credit in the calculation of rates for Signatory Airlines'
rentals, fees, and charges for the next ensuing Fiscal Year.
     
     9.05.4    Net Remaining Revenue at each Airport for each
Fiscal Year shall be allocated between the Signatory Airlines and
the Authority and the Signatory Airlines' share shall be
allocated to Airline Supported Areas at each Airport as follows:
     
     (i)  An amount equal to the entire amount of the
Depreciation Requirement collected from the Signatory Airlines
for such Fiscal Year shall be allocated to the Authority;
     
     (ii) An amount equal to the entire amount of Airline Funded
Coverage on Subordinated Bonds (or if any such Bonds have been
refunded from the proceeds of Senior Bonds, then the entire
amount of Airline Funded Coverage on such Senior Bonds) collected
from the Signatory Airlines for such Fiscal Year shall be
allocated to the Airline Supported Areas in direct proportion to
the allocation of Debt Service on Subordinated Bonds (or Senior
Bonds, if any, issued to refund Subordinated Bonds) to the Cost
Centers and Sub-Centers within the Airline Supported Areas;
     
     (iii)     An amount equal to the entire amount of any
Extraordinary Coverage Protection Payments, as described in
Paragraph 9.07.3, shall be allocated to Airline Supported Areas
in direct proportion to the Total Requirements of each of the
Cost Centers and Sub-Centers within the Airline Supported Areas.
     
     (iv) An amount equal to the entire amount of Equipment
Coverage collected from the Signatory Airlines for such Fiscal
Year shall be allocated to the Equipment Sub-Centers in direct
proportion to the allocation of Debt Service to such Sub-Centers.
     
     (v)  An amount equal to the excess of Net Remaining Revenue
for such Fiscal Year over the sum of the amounts described in
(i), (ii), (iii), and (iv) above shall be divided between the
Signatory Airlines and the Authority as follows:
                
                (a)Such amount for each Airport shall be divided
equally between the Signatory Airlines and the Authority until
the Authority's share under this Paragraph (v) for that Airport
is equal to the Plateau Amount for that Airport for that Fiscal
Year;
                
                (b)Once the Authority's share of Net Remaining
Revenue has reached the Plateau Amount for an Airport for such
Fiscal Year, the Signatory Airlines' share of any additional Net
Remaining Revenue at that Airport shall equal seventy-five
percent (75%) and the Authority's share shall equal twenty-five
percent (25%);
     
     (vi) The Signatory Airlines' share of Net Remaining Revenue
determined pursuant to Paragraph (v) above shall be allocated to
the Airline Supported Areas as follows:
                
                (a)An amount equal to fifty percent (50%) of the
amount of Airline Funded Coverage on Debt Service on Senior Bonds
collected from the Signatory Airlines for such Fiscal Year shall
be allocated to the Airline Supported Areas in proportion to the
allocation of Debt Service on Senior Bonds to the Cost Centers
and Sub-Centers within the Airline Supported Areas;
                
                (b)The remainder shall be allocated to the
Airline Supported Areas in proportion to the Total Requirements
(for purposes of this allocation only, Total Requirements shall
include one hundred twenty-five percent (125%) of any Special
Facility Bond debt service attributable to facilities in the
Airline Supported Areas which are reasonably entitled pursuant to
Paragraph 10.01.3 and the terms of any Special Facility agreement
to the benefit of Transfers) of each of the Cost Centers and Sub-
Centers within the Airline Supported Areas.
     
     9.05.5    The Authority shall credit Transfers only from
funds available for such purposes in the General Purpose Fund.
If for any reason the amount in the General Purpose Fund
available for Transfers to the Signatory Airlines pursuant to
this Agreement is less than the amount required to be credited to
the Signatory Airlines pursuant to Paragraph 9.05.4, the
Authority shall make appropriate increases in Transfers from
available funds in subsequent Fiscal Years.
     
     9.05.6    Net Remaining Revenue for the last Fiscal Year
during the Period of this Agreement shall be allocated either (i)
in accordance with the terms of any subsequent airport use
agreement entered into between the Authority and some or all of
the Signatory Airlines, or (ii) in the absence of such agreement,
between the Authority, on the one hand, and the airlines then
operating at the Airports on the other hand, substantially in
accordance with the methodology set forth in this Agreement
except with respect to any distinctions made herein between
Signatory Airlines and non-Signatory Airlines.

9.06 Creation of Funds and Accounts.
     
     Authority Capital Fund - The Authority shall create a fund
to be entitled the Authority Capital Fund into which the
Authority shall transfer its share of Net Remaining Revenue
calculated in accordance with Section 9.05.  Amounts in the
Authority Capital Fund may be used by the Authority for any one
or more of the following purposes:
     
     (i)  To pay the costs of any Projects in the Capital
Development Program, including any cost overruns;
     
     (ii) To redeem, defease, or retire any Outstanding Bonds;
     
     (iii)     To pay the costs of any Additional Projects,
including any projects in the Authority's repair and
rehabilitation program;
     
     (iv) To pay the O&M Expenses of, or any capital costs in
excess of ten million dollars ($10,000,000) for, a Rail System;
and
     
     (v)  To pay Debt Service on any Bonds issued to fund the
costs of any of the foregoing.
     
     Airline Transfer Account - The Authority shall create an
account to be held in the Revenue Fund into which the Authority
shall deposit Transfers calculated in accordance with Section
9.05.

9.07 Settlement.
     
     9.07.1    Rentals, fees, and charges paid by the Airline
during any Fiscal Year shall be subject to adjustment provided
for in this Section 9.07.  Within one hundred twenty (120) days
following the close of each Fiscal Year or as soon as the audited
financial data for said Fiscal Year is available, rates for
rentals, fees, and charges for the preceding Fiscal Year shall be
recalculated using audited financial data and the methods set
forth in Article 8 and Exhibits N-F and D-F.  Upon the
determination of any difference(s) between the rentals, fees, and
charges paid by the Signatory Airlines during the preceding
Fiscal Year and the rentals, fees, and charges that would have
been paid by the Signatory Airlines using said recalculated
rates, the Authority shall credit the Airline with the amount of
any overpayment, and/or invoice the Airline for the amount of any
underpayment
     
     9.07.2    Notwithstanding the results of the settlement
calculations made pursuant to Paragraph 9.07.1, the Authority
shall also determine whether the total of Revenues and Transfers
allocable hereunder to the Airline Supported Areas at each
Airport in the preceding Fiscal Year then being audited were at
least equal to the (i) O&M Expenses; (ii) amounts required to
maintain the O&M Reserve; (iii) Debt Service; (iv) other Capital
Charges; (v) Federal Lease payment; (vi) at Dulles, Dulles Rate
Credit Amortization Requirement; (vii) required deposits, if any,
if any, to the Emergency R&R Fund allocable to the Airline
Supported Areas at that Airport in said Fiscal Year.  Should any
deficiency exist for any reasons whatsoever, including but not
limited to payment defaults and/or unleased premises, then the
Airline, collectively with all other Signatory Airlines and
Signatory Cargo Carriers, if any, shall pay its pro rata share of
such deficiency, with such payments to be included as Revenues in
the Fiscal Year then being audited.  The Airline's pro rata share
shall be calculated (i) on the basis of its share of total
Signatory Airline and Signatory Cargo Carrier landed weight at
the Airport at which the deficiency occurred, if attributable to
the Airfield; and/or (ii) on the basis of its share of total
Terminal Premises actually rented by the Signatory Airlines and
for which rental payments were actually received by the Authority
at the Airport at which the deficiency occurred, if attributable
to the Terminal.  The Authority shall invoice the Airline for its
share of any such deficiency, and the Airline shall remit its
payment therefor within thirty (30) days of the date of the
Authority' 5 invoice.
     
     9.07.3    The Authority shall include Extraordinary Coverage
Protection Payments in the rates for rentals, fees, and charges
for the Airline Supported Areas at each Airport in any Fiscal
Year in which the amount of Revenues plus Transfers less
operating and Maintenance Expenses at that Airport is projected
to be less than one hundred twenty-five percent (125%) of the sum
of Debt Service on Senior Bonds and Debt Service on Subordinated
Bonds at that Airport.  Any amounts which must be collected for
such Extraordinary Coverage Protection Payments will be allocated
to Cost Centers and Sub-Centers within the Airline Supported
Areas on the basis of the Total Requirements of such Cost Centers
and Sub-Centers.
     
     
                              
                         ARTICLE 10.
                              
                    CAPITAL IMPROVEMENTS

10.01     General.
     
     10.01.1   The parties hereto recognize that capital
expenditures to preserve, protect, enhance, expand, or
otherwise improve the Airports, or parts thereof, are
required during the Period of this Agreement.  Such capital
expenditures include the Capital Development Program and
Additional Projects of the Authority, and may include
improvements by the Airline.  Any such improvements by the
Airline, and capital expenditures of the Authority to be
paid for or financed with Bonds or Revenues of the Airports
shall be subject to the provisions of this Article 10.
     
     10.01.2   Subject to the provisions of this Article 10,
the Authority may pay for any such capital expenditures
using any funds lawfully available for such purposes, and/or
may issue Bonds, whether subject to, or exempt from, Federal
income taxation, in amounts sufficient to finance any such
capital expenditures, including any costs for design or
program management, capitalized interest, any required Debt
Service Reserve Fund, costs of issuance, bond insurance
premiums or credit facility fees, or any other costs
reasonably incurred by the Authority in connection with the
issuance of Bonds.  All costs associated with such capital
expenditures of the Authority, including but not limited to,
O&M Expenses and appropriate reserves therefor, Debt
Service, Debt Service Coverage, and any other payments,
Amortization Requirements, and/or reserves applicable to
said capital expenditures, shall be included in the
determination of rates for rentals, fees, and charges in
accordance with Articles 8 and 9; provided, however, that,
except in accordance with Paragraph 9.07.3, no such rentals,
fees, and charges payable hereunder, shall be payable by the
Airline for capital expenditures, the costs for which are
not properly attributable or allocable to the Airline
Supported Areas.
     
     10.01.3   Nothing herein shall preclude the Authority
from undertaking, or authorizing to be undertaken, capital
expenditures to be financed or paid from sources other than
Revenues, or to borrow funds which are repayable from
sources other than Revenues, for the purpose of funding
capital expenditures.  Such other sources may specifically
include, but are not limited to, the proceeds of Special
Facility Bonds.  In the event any Special Facility is
constructed within any Airline Supported Areas, the Special
Facility agreement between the Authority and the Special
Facility obligor may provide, among other things, for the
following:
     
     (i)  The treatment of O&M Expenses and responsibilities
either as direct obligations of the obligor or in the same
manner as O&M Expenses are handled for other facilities
within the Airline Supported Areas;
     
     (ii) A method of compensating the obligor for costs
allocable to any premises constructed as part of the Special
Facility which costs, under the Authority's allocation
methodology, would not be allocated to airline leased
premises and to allocate a fair and reasonable amount of
Transfers to such Special Facility; the method of
compensation or allocation could include, for example, fair
and reasonable direct payments to the Special Facility
obligor, allocations of Revenues or Transfers, credits
against other payments due from the Special Facility
obligor, or any combination of the foregoing;
     
     (iii)     Provisions relating to security for the
Special Facility Bonds; and
     
     (iv) Provisions relating to the operation and use of
the Special Facility, including accommodation provisions.

10.02     Capital Development Program.
     
     10.02.1   Exhibits N-I and N-J (National) and Exhibit D-
I and D-J (Dulles) summarize the Capital Development Program
commenced by the Authority in 1988, including a listing of
Projects, a description of the Projects, their priority
status, their estimated costs, their estimated construction
start and Substantial Completion Dates, and the applicable
Cost Centers or Terminal or Equipment Sub-Centers.  The
Authority shall, from time to time, refine and update such
Project descriptions.  Such Project refinements may include
the addition or deletion of components functionally related
to the Capital Development Program; provided, however, that
no such refinements shall materially change the scope of the
Capital Development Program.
     
     10.02.2   Subject to the issuance of Bonds, and the
availability of the proceeds thereof, and to the provisions
of Section 10.04 with respect to the Dulles Stage II
Development Plan, the Authority shall complete the Projects
of the Capital Development Program in a good and workmanlike
manner, substantially in accordance with Exhibits N-J and D-
J and the Project Construction Documents developed or to be
developed by the Authority's Architects and Engineers for
each Project, current copies of which are or will be on file
at the Authority's offices.
     
     10.02.3   The Authority shall provide the Airline
information with respect to the Capital Development Program
and an opportunity to consult on matters with respect
thereto.  This may be accomplished in the following manner
The Signatory Airlines will establish, staff, and maintain
an organization known as the Metropolitan Washington
Airlines Committee ("MWAC").  The Airline may designate its
representative to MWAC.  The seven largest Signatory
Airlines, as determined by reference to the combined landed
weight at the two Airports, will constitute an executive
committee of the MWAC, provided that the executive committee
includes at least one domestic airline from each Airport and
at least one foreign flag airline at Dulles.  The executive
committee of MWAC shall designate an individual to serve as
a representative for all Scheduled Air Carriers ("Airline
Representative") to the Authority with respect to the
construction and operational impact of all Projects
described in the Capital Development Program and all
Additional Projects.
     
     (i)  The Authority shall afford the Airline
Representative access to all construction sites relating to
the Capital Development Program and an opportunity to
participate in the evaluation of design and construction
alternatives.  The Authority shall consider the comments and
requests of the Airline Representative regarding design and
construction of a Project and of alternatives and methods
proposed to reduce or eliminate adverse operational impacts
or costs.
     
     (ii) The Authority shall provide the Airline
Representative the following:
                
                (a)The scope, budget, and schedule for each
Project in the Capital Development Program prior to the
award of a contract for design, if any, for that Project.
                
                (b)Copies of design submittals for the
schematic, design, development, and construction document
phases of the design process.  Routine submittals will
include site plans, floor plans, and elevations.
Architectural and structural details or mechanical and
electrical design documents will not be routinely submitted.
Design submittals shall not include correspondence or
minutes of meetings between the Authority and the designer.
                
                (c)A periodic Capital Development Program
cost control report which shall include the original Cost
Estimate and the Current Cost Estimate, including all fees,
for each Project contained in the Capital Development
Program.
                
                (d)Notice of pre-bid and pre-construction
meetings
                
                (e)A monthly listing of change orders in
excess of one hundred thousand dollars ($100,000).
                
                (f)A monthly update of the Capital
Development Program schedule.
                
                (g)A monthly status report for each
contract which has been awarded and not completed and each
contract that is in the bidding process.
                
                (h)A weekly construction forecast.
     
     (iii)     The Airline Representative shall have an
opportunity, upon his reasonable request, to meet with the
Authority to discuss the Project design, and the effects of
the Project construction on airfield operations or landside
access.
     
     (iv) The Authority agrees to sponsor employment of said
Airline Representative by providing necessary funds to the
Air Transport Association ("ATA") for his salary and for the
staffing and operation of his office.  Payments will be made
to ATA commencing February 1, 1990, and every six (6) months
thereafter based on a budget submitted by the Airline
Representative to the Authority for its review following
approval by the executive committee of MWAC.  Salaries,
benefits, and expenses will be included as O&M Expenses of
the Airfield Cost Centers.
     
     (v)  The Authority will provide to the Airline
Representative an office at National which shall be
considered administrative space for rate making purposes.
The space will be furnished, finished, maintained, and
provided utilities by the Authority, the cost of which will
be recovered as if it were the Authority's administrative
space.  All necessary permits and access facilitation,
including employee parking and National and Dulles security
identification, will be made available to the Airline
Representative and his staff.

10.03     Capital Development Program Other Than Projects in
the  Early  Program  or in the Dulles Stage  II  Development
Plan.
     
     10.03.1   The Original Cost Estimate for the Capital
Development Program, not including the Early Program and not
including the Dulles Stage II Development Plan, is six
hundred sixty-nine million and four hundred fifty-four
thousand and four hundred dollars ($669,454,400) (stated in
1989 dollars) for National (Exhibit N-I), and three hundred
fifty-nine million and six hundred four thousand dollars
($359,604,000) (stated in 1989 dollars) for Dulles (Exhibit
D-I).  Such Original Cost Estimate excludes financing costs,
interest on Bonds, or on any interim financing obtained by
the Authority to finance the Capital Development Program,
and other deposits and reserves required by any Indenture.
The Original Cost Estimate for each Airport shall be revised
from time to time to reflect any design changes approved by
the Authority and a Majority-in-Interest of Signatory
Airlines for the Airfield Cost Center at that Airport.  In
addition, the Original Cost Estimates shall be revised
annually in accordance with the U.S. Implicit Price Deflator
Index.  Such revision shall be calculated by escalating the
estimated costs of the Projects included in the Original
Cost Estimate to their respective midpoints of construction.
The Original Cost Estimates, as revised pursuant to this
Paragraph 10.03.1, of the Capital Development Program, shall
not be exceeded except as set forth in this Article.
     
     10.03.2   The Authority shall for each Airport develop
and maintain Current Cost Estimates for each of the Projects
included in the Capital Development Program, except for
Projects in the Early Program, and except for the Dulles
Stage II Development Plan which shall be subject to
Paragraph 10.04.3.
     
     (i)  Whenever the Current Cost Estimate applicable to a
Project in the Capital Development Program (except the Early
Program and the Dulles Stage II Development Plan) at either
Airport exceeds the Original Cost Estimate, as revised
pursuant to Paragraph 10.03.1, for that Project by more than
five percent (5%) percent, the Authority shall promptly
notify the Airline Representative.  Whenever such excess is
more than ten percent (10%), the Authority shall meet
promptly with the Airline Representative to discuss such
increased cost and to determine whether and how the Project
could be revised so that the Current Cost Estimate for such
Project will not exceed the Original Cost Estimate for such
Project by more than ten percent (10%).
     
     (ii) The Authority agrees to consider the requests,
suggestions, and recommendations of the Airline
Representative; provided, however, that so long as the
Current Cost Estimate for the Capital Development Program
(excluding the Early Program and Dulles Stage II) at an
Airport has not exceeded the Original Cost Estimate, as
revised pursuant to Paragraph 10.03.1, plus the contingency
described in Paragraph 10.03.3, the decision whether to
revise the Capital Development Program at that Airport shall
be solely reserved to the Authority, and shall be made at
the sole discretion of the Authority.
     
     10.03.3   The following contingencies are hereby
established for the Capital Development Program (excluding
the Early Program and excluding the Dulles Stage II
Development Plan):
                                 
               National:         twenty-five percent (25%)
                                 of the Original Cost
                                 Estimate, as revised
                                 pursuant to Paragraph
                                 10.03.01
                                 
               Dulles:           twenty percent (20%) of
                                 the Original Cost
                                 Estimate, as revised
                                 pursuant to Paragraph
                                 10.03.1

In the event the Original Cost Estimate, as revised pursuant
to  Paragraph 10.03.1, plus the contingency, for the Capital
Development Program (excluding the Early Program and  Dulles
Stage II) at either Airport is exceeded by the Current  Cost
Estimate  for such Airport, the Authority shall be  required
to do one or more of the following:
     
     (i)  Modify or defer a sufficient number of Priority 2
Projects at that Airport so that the Current Cost Estimate
for such Airport does not exceed the Original Cost Estimate,
as revised pursuant to Paragraph 10.03.1, plus the
contingency at such Airport;
     
     (ii) Fund the cost overrun from the Authority's annual
share of Net Remaining Revenue or from any balance in the
Authority Capital Fund (in which event there shall be no
Amortization Requirement);
     
     (iii)     Issue subordinated debt payable from and
secured by the Authority's share of Net Remaining Revenue to
fund the cost overrun; or
     
     (iv) Obtain approval for additional funding from a
Majority-in-Interest of the Signatory Airlines for the
appropriate Cost Center at that Airport.
     
     10.03.4   The Authority shall provide to the Signatory
Airlines a financial feasibility study of the Capital
Development Program Project 152 (structured parking at
Dulles), as it may be redesignated, and any analysis thereof
by the Authority.  The Authority will not proceed with
completion of final design and construction of such Project
until a five month review and comment period for Signatory
Airline response on the feasibility study has transpired.

10.04     Dulles Stage II Development Plan.
     
     10.04.1   The Authority shall have the right to
undertake the construction of the Dulles Stage II
Development Plan only after one or more of the following
provisions has been satisfied:
     
     (i)  Design and construction may commence at any time
that the cost of the New Midfield Concourse(s) is to be
financed as a Special Facility;
     
     (ii) Design and construction may commence at any time
that Signatory Airlines at Dulles accounting for at least
fifty percent (50%) of total Dulles Enplaning Passengers
during the then most recent twelve (12) consecutive month
period, have executed amendments to their Agreements to
lease at least sixty-six and two-thirds percent (66.67%) of
the Airline leasable premises in the New Midfield
Concourse(s);
     
     (iii)     In the absence of the authorization to begin
design and construction of the Dulles Stage II Development
Plan pursuant to Paragraph 10.04.1(i) or (ii), the design
and preparation of Construction Documents for the Dulles
Stage II Development Plan may be undertaken by the Authority
(but no actual construction may commence) at any time
following the date that total Enplaning Passengers at Dulles
in the twelve (12) consecutive month period immediately
preceding said date were at least eight million (8,000,000)
Enplaning Passengers; during such design period, the
Authority and the Signatory Airlines shall use their best
efforts to resolve any outstanding issues related to the
Dulles Stage II Development Plan;
     
     (iv) In the absence of the authorization to begin
design and construction of the Dulles Stage II Development
Plan pursuant to Paragraph 10.04.1(i) or (ii), subject to
the Signatory Airlines' rights described in Paragraph
10.04.6, actual construction of the Dulles Stage II
Development Plan may commence at any time following the date
that total Enplaning Passengers at Dulles in the twelve (12)
consecutive month period immediately preceding said date
were at least nine million five hundred thousand (9,500,000)
Enplaning Passengers.  For purposes of this Paragraph
10.04.1, "actual construction" shall be deemed to commence
at the time that a contract, or contracts, has been awarded
for the construction of any portion of the Dulles Stage II
Development Plan, provided that the total amount of such
contract, or contracts, is at least two million dollars
($2,000,000);
     
     (v)  Design and construction of the Dulles Stage II
Development Plan may commence at any time with approval of a
Majority-in-Interest of the Signatory Airlines for the
Airline Supported Areas (excluding the Airfield Cost Center)
at Dulles; or
     
     (vi) Design and construction of the Dulles Stage II
Development Plan may commence at any time on or after
January 1, 2000.
     
     10.04.2   The Original Cost Estimate for the Dulles
Stage II Development Plan is three hundred twenty-five
million and three hundred ninety-five thousand dollars
($325,395,000) (stated in 1989 dollars).  Such Original Cost
Estimate excludes financing costs, interest on Bonds or on
any interim financing obtained by the Authority to finance
Dulles Stage II, and other deposits and reserves required by
the Indenture.  The Original Cost Estimate shall be revised
from time to time to reflect any design changes approved by
the Authority and a Majority-in-Interest of the Signatory
Airlines at Dulles for the Airline Supported Areas excluding
the Airfield Cost Center.  In addition, the Original Cost
Estimate shall be revised annually in accordance with the
U.S. Implicit Price Deflator Index.  Such revision shall be
calculated by escalating the estimated Project costs
included in the Original Cost Estimate to their respective
midpoints of construction.  In the event Dulles Stage II is
undertaken pursuant to Paragraph 10.04.l(iv), the Original
Cost Estimate, as revised pursuant to this Paragraph
10.04.2, for the Dulles Stage II Development Plan shall not
be exceeded except as set forth in this Article.
     
     10.04.3   The Authority shall develop and maintain
Current Cost Estimates for each of the Projects included in
the Dulles Stage II Development Plan.  In the event Dulles
Stage II is undertaken pursuant to Paragraph l0.04.l(iv),
the following shall apply:
     
     (i)  Whenever the Current Cost Estimate applicable to a
Project in the Dulles Stage II Development Plan exceeds the
Original Cost Estimate, as revised in accordance with
Paragraph 10.04.2, for that Project by more than five
percent (5%) percent, the Authority shall promptly notify
the Airline Representative.  Whenever that excess is more
than ten percent (10%), the Authority shall meet promptly
with the Airline Representative to discuss such increased
cost and to determine whether and how the Project could be
revised so that the Current Cost Estimate for such Project
will not exceed the Original Cost Estimate for such Project
by more than ten percent (10%).
     
     (ii) The Authority agrees to consider the requests,
suggestions, and recommendations of the Airline
Representative; provided, however, that so long as the
Current Cost Estimate for the Dulles Stage II Development
Plan has not exceeded the Original Cost Estimate, as revised
in accordance with Paragraph 10.04.2, plus the contingency
described in Paragraph 10.04.4, the decision whether to
revise the Stage II Development Plan shall be solely
reserved to the Authority, and shall be made at the sole
discretion of the Authority.
     
     10.04.4   The contingency for the Dulles Stage II
Development Plan is hereby established as twenty-five
percent (25%) of the Original Cost Estimate, as revised in
accordance with Paragraph 10.04.2, of the Stage II
Development Plan.
     
     10.04.5   In the event Dulles Stage II is undertaken
pursuant to Paragraph l0.04.l(iv) and except as provided in
Paragraph 10.04.6, in the event the Original Cost Estimate,
as revised in accordance with Paragraph 10.04.2, plus the
contingency, for the Dulles Stage II Development Plan is
exceeded by the Current Cost Estimate, the Authority shall
be required to do one or more of the following:
     
     (i)  Modify or defer a sufficient number of Priority 2
Projects, if any, so that the Current Cost Estimate does not
exceed the Original Cost Estimate, as revised in accordance
with Paragraph 10.04.2, plus the contingency;
     
     (ii) Fund the cost overrun from the Authority's annual
share of Net Remaining Revenue or from any balance in the
Authority Capital Fund (in which event there shall be no
Amortization Requirement);
     
     (iii)     Issue subordinated debt payable from and
secured by the Authority's share of Net Remaining Revenue to
fund the cost overrun; or
     
     (iv) Obtain approval for additional funding from a
Majority-in-Interest of the Signatory Airlines for the
Airline Supported Areas (excluding the Airfield Cost Center)
at that Airport.
     
     10.04.6   In the event the condition in Paragraph
l0.04.1(iv) is satisfied and the Authority notifies the
Airline Representative that it intends to proceed with
construction of the Stage II Development Plan, and at the
time of the notice the Current Cost Estimate exceeds the
Original Cost Estimate, as revised in accordance with
Paragraph 10.04.2, plus contingency, if the Authority does
not receive a Majority-in-Interest approval of the Signatory
Airlines at Dulles for the Airline Supported Areas
(excluding the Airfield Cost Center), the Authority shall
defer actual construction of Dulles Stage II for one year.
Thereafter, the Authority may proceed with construction of
the Dulles Stage II Development Plan and (i) Paragraph
10.04.5 shall not apply, and (ii) to the extent that the
Authority expends funds for the Dulles Stage II Development
Plan from the Authority's share of Net Remaining Revenues or
from any balance in the Authority Capital Fund, there shall
be no Amortization Requirement.
     
     10.04.7   Upon Substantial Completion of the New
Midfield Concourse(s), the Authority may, in its sole
discretion, remove from service or demolish all, or a
portion of, the Existing Midfield Concourses.

10.05     Additional Projects.
     
     10.05.1   The Authority will provide the Airline
Representative with a list of any proposed Additional
Projects for each Fiscal Year in advance of the Fiscal Year.
The Authority will also provide the Airline Representative
at least sixty (60) days notice before beginning any
Additional Project not included in said list.  No additional
notification, approval, or other requirements shall apply to
any other Additional Projects except those in Airline
Supported Areas.  In addition, the Authority shall notify
the Airline in writing if it intends to undertake Additional
Projects in Airline Supported Areas.  Such notice shall
include the following:
     
     (i)  A description of the proposed Additional
Project(s) together with cost estimates, scheduling, and any
preliminary drawings, if applicable;
     
     (ii) A statement of the need for the proposed
Additional Project(s), along with the planned benefits to be
derived from such expenditures;
     
     (iii)     The Authority's means of financing or paying
the costs of the proposed Additional Project(s); and
     
     (iv) The planned allocation of the costs thereof to the
various Cost Centers and Sub-Centers and the estimated
impact on Signatory Airline rates for rentals, fees, and
charges.
     
     10.05.2   Within thirty (30) days after the Authority's
delivery of said notice of Additional Projects in Airline
Supported Areas, the Authority shall schedule a meeting with
the Signatory Airlines collectively, or with an airline
committee selected by the Signatory Airlines.  The Authority
shall review and consider the comments, suggestions, and
recommendations of the Airline together with the comments
and recommendations of the other Signatory Airlines;
provided, however, the Authority reserves the right to make,
subject to the provisions of Paragraph 10.05.4 with respect
to Additional Projects to be financed with the proceeds of
Bonds, the final decision with respect to such Additional
Project.  After the meeting, the Authority shall notify the
Airline of its decision on whether to proceed with the
Additional Project as proposed or modified.
     
     10.05.3   If the Authority proceeds with Additional
Projects in the Airline Supported Areas, the Authority shall
provide the Airline Representative the following:
     
     (i)  The scope, budget, and schedule for the Additional
Project.
     
     (ii) Copies of design submittals, if any, for the
schematic, design, development, and construction document
phases of the design process.  Routine submittals will
include site plans, floor plans, and elevations.
Architectural and structural details or mechanical and
electrical design documents will not be routinely submitted.
Design submittals shall not include correspondence or
minutes of meetings between the Authority and the designer.
     
     (iii)     An opportunity to meet with the Authority to
discuss the Project design and the effects of Project
construction on airfield operations or landside access.
     
     (iv) Notice of pre-bid and pre-construction meetings.
     
     10.05.4   With respect to Additional Projects in
Airline Supported Areas which the Authority proposes to fund
with the proceeds of Bonds, the following provisions shall
apply:
     
     (i)  If the Additional Project is within one or more of
the following categories, no additional procedures are
required:
                
                (a)Projects necessary to comply with any
current or future law, rule, regulation, order or judgment
of any Federal, state, or local agency (excluding the
Authority) or court, or any Federal grant agreement or
airport certification requirement, including any required
modification or replacement of the National air traffic
control tower;
                
                (b)Projects to improve the safe operation
of the Airport;
                
                (c)Projects for restoration or replacement
of airport capacity;
                
                (d)Airfield projects eligible for Federal
funding for which the Authority has received the full level
of eligible Federal funding;
                
                (e)Any project with respect to which the
Authority has received commitments from users to lease
eighty percent (80%) or more of the leasable premises
included in such project;
                
                (f)Projects necessary to replace or repair
damaged, destroyed, or condemned property to the extent that
the amount of insurance or condemnation proceeds has been
inadequate;
                
                (g)Projects for the acquisition and
installation of Equipment in accordance with Section 6.06;
or
                
                (h)Projects included in the Fiscal Year
1990 repair and rehabilitation program and, in the Fiscal
Year in which a Surviving Agreement at Dulles expires,
projects in the amounts necessary and appropriate to fund
additions to the O&M Reserve required by the application of
this Agreement to the Premises which were leased under the
Surviving Agreement; or
                
                (i)Any project with respect to which the
Authority has received approval of a Majority-in-Interest of
the Signatory Airlines with respect to the Cost Center at
the Airport in which the project is located.
     
     (ii) If an Additional Project is not within one or more
of the foregoing categories, then:
                
                (a)During Fiscal Years 1990 through 1994,
the Authority could not issue Bonds to fund such project;
                
                (b)During Fiscal Years 1995 through 1999,
the Authority could issue Bonds to fund such project but
only if the amount of such Bonds, together with Bonds
previously issued pursuant to this Paragraph (b) or
previously issued pursuant to a Majority-in-Interest
approval, would not exceed one hundred million dollars
($100,000,000) at either Airport;
                
                (c)During Fiscal Years 2000 through 2004,
the Authority could issue Bonds to fund such project but
only if the Authority defers for one year from the date of
Majority-in-Interest disapproval the issuance of Bonds for
any such project the estimated cost of which exceeds twenty-
five million dollars ($25,000,000); and
                
                (d)During Fiscal Years 2005 through 2014,
the Authority could issue Bonds to fund such project but
only if the Authority defers for one year from the date of
Majority-in-Interest disapproval the issuance of Bonds for
any such project the estimated cost of which exceeds twenty-
five million dollars ($25,000,000) (stated in 2001 dollars
and escalated in accordance with the U.S. Implicit Price
Deflator Index); thereafter, the Authority may proceed with
the Project (i) if it obtains a Majority-in-Interest
approval, or (ii) if after requesting Majority-in-Interest
approval, such approval is not obtained, the Authority may
issue Bonds for the project only after giving the Airline
sixty (60) days notice of its intent to do so.  Commencing
on the date of notification of the Authority's intent to
proceed to issue Bonds and continuing for sixty (60) days
thereafter, the Airline would have the right to terminate
this Agreement upon one hundred eighty (180) days' written
notice to the Authority; provided, further, however, that if
the Authority does not issue such Bonds, any such
termination notice shall be ineffective.

10.06      Amortization.   Subject  to  the  provisions   of
Paragraph  10.03.3(u), 10.04.5(u), and 10.04.6 in the  event
that   the  Authority  funds  any  Project  in  the  Capital
Development  Program, or portion thereof, or any  Additional
Project,  or  portion thereof, attributable or allocable  to
the  Airline Supported Areas from the Authority's  share  of
Net  Remaining Revenue, Amortization Requirements  shall  be
charged  for  such Additional Project and  included  in  the
calculation of Signatory Airline rentals, fees, and  charges
pursuant to Articles 8 and 9.

10.07      Capital Development Program Audit.  The MWAC  may
conduct  a  financial  audit, using a nationally  recognized
accounting  firm, of the Authority's implementation  of  the
Capital  Development Program and of Additional  Projects  in
the  Airline Supported Area.  The Authority shall  make  its
financial  records  for  the most  recent  three  (3)  years
available  for  this  audit at a location  selected  by  the
Authority  upon  reasonable notice of  the  audit  from  the
Airline Representative.  The finding of any such audit shall
be reviewed with the Authority.

10.08     Federal and State Grants and Loans.
     
     10.08.1   The Authority agrees to use its best efforts
to maximize Federal and Commonwealth of Virginia aviation
grants that may be available to fund a portion of the costs
of the Capital Development Program and any Additional
Projects.
     
     10.08.2   The parties hereto recognize that the
Commonwealth of Virginia has advanced four million dollars
($4,000,000) to the Authority to be expended on design costs
for the New Midfield Concourse(s).  Upon repayment of this
advance by the Authority to the Commonwealth, Capital
Charges related to such repayment shall be included in the
calculation of Signatory Airline Passenger Conveyance
Charges until the Substantial Completion Date of the New
Midfield Concourse(s) at which time such repayment shall be
included in the calculation of Terminal Rentals for the New
Midfield Concourse(s).  Such repayment shall be amortized or
financed over a ten (10) year period.

10.09     Improvements by the Airline.
     
     10.09.1   The Airline may construct and install,
consistent with the terms and provisions of this Agreement
and at its sole expense, Airline Operating Facilities and
improvements in its Exclusive, Preferential, and if any,
Joint Use Premises as the Airline deems to be necessary for
its operations; provided, however, that the plans and
specifications, location, and construction schedule for such
Airline Operating Facilities and improvements must be
approved by the Authority in writing prior to the
commencement of any and all such construction or
installation.  No reduction or abatement of rentals, fees,
and charges due to the Authority hereunder shall be allowed
for any interference by such construction with the Airline's
operations hereunder.
     
     10.09.2   Prior to the commencement of construction of
any such Airline Operating Facilities and improvements, the
Airline shall obtain or cause to be obtained a contract
surety bond in a sum equal to the full amount of any
construction contract.  Said bond shall (i) be drawn in a
form and from such company reasonably acceptable to the
Authority; (ii) shall guarantee the faithful performance of
necessary construction and completion of improvements in
accordance with the Authority's approved final plans and
detailed specifications; and, (iii) shall protect the
Authority against any losses and liability, damages,
expenses, claims, liens, and judgments caused by or
resulting from the failure to perform completely the work
described.  The Airline shall further acquire, or cause to
be acquired, a payment bond with any contractor or
contractors of the Airline as principal, in a sum equal to
the full amount of the construction contract awarded by the
Airline for the improvements and shall require its
contractor to acquire similar bond from its subcontractors.
Said bond shall guarantee payment of all wages for labor and
services engaged, and of all bills for materials, supplies
and equipment used in the performance of said construction
contract.  The Airline shall assure that any work associated
with such construction or installation shall not
unreasonably interfere with the operation of the Airports,
or otherwise unreasonably interfere with the permitted
activities of other Airport tenants and users.  The Airline
shall within five (5) working days discharge any lien filed
against its property or Premises by posting a bond or other
adequate security.
     
     10.09.3   The Airline shall require contractors to
furnish satisfactory evidence of statutory worker's
compensation insurance1 comprehensive general liability
insurance, comprehensive automobile insurance and physical
damage insurance, on a builder's risk form with the interest
of the Authority endorsed hereon, in such amounts and in
such manner as the Authority may reasonably require.  The
Authority may require additional insurance for any
alterations or improvements approved hereunder, in such
limits as the Authority reasonably determines to be
necessary.
     
     10.09.4   Any construction or installation shall be at
the sole risk of the Airline and shall be in accordance with
all applicable state and local codes and laws and subject to
inspection by the Authority.
     
     10.09.5   Upon completion of approved construction, and
within sixty (60) days of the Airline's receipt of a
certificate of occupancy for the new construction, a
complete set of as-built drawings shall be delivered to the
Authority for the permanent record of the Authority.
     
     10.09.6   All Airline Operating Facilities, except
those financed by the Authority, shall be and remain the
property of the Airline during the Period of this Agreement.
Upon termination or expiration of this Agreement, any
Airline Operating Facilities and improvements which are
permanently affixed to the Airline's Premises shall become
the property of the Authority.  Provided, that in the event
of a termination of this Agreement before the expiration of
the twenty-five (25) year Period in accordance with Section
2.02, the Airline shall be entitled to receive from the
Authority, or the Authority shall cause the Airline to
receive, payment for the unamortized value of approved
installation of Airline Operating Facilities and
improvements that are permanently affixed to the Premises
which are vacated by the Airline and not leased to the
Airline in a subsequent Agreement or subsequently used by
the Airline.  For these purposes, facilities and
improvements shall be amortized on the basis of generally
accepted accounting principles over their useful life as
agreed upon at the time the Authority approves the
improvement in accordance with Paragraph 10.08.1.

10.10      Rail  System.   The Authority  and  the  Airlines
recognize  that, at the time of preparation and distribution
for  execution  of  this Agreement,  the  Authority  has  no
current intention to participate in the capital or operating
costs  of  a  Rail System.  The Authority will, however,  be
supportive  of  efforts of those outside  the  Authority  to
provide  a Rail System to the Airport and will use its  best
efforts  to  accommodate a Rail System on the Airport.   The
Authority  and  the Airlines have mutual concerns  regarding
potential  financial impact of future proposals or decisions
relating to a Rail System.  In view of these concerns, it is
agreed as follows:
     
     (i)  No operating or maintenance costs associated with
any Rail System may be incurred by the Authority and/or paid
for from any source of funds other than the Authority's
Capital Fund unless and until such costs are addressed and
mutually resolved in a written agreement between the
Majority-in-Interest of the Signatory Airlines at Dulles for
the Airfield Cost Center and the Authority.
     
     (ii) Any capital costs in excess of ten million dollars
($10,000,000), and all operating costs that may ultimately
be incurred by the Authority as a result of its
accommodation of or participation in a Rail System will be
addressed in an agreement between the Majority-in-Interest
of the Signatory Airlines at Dulles for the Airfield Cost
Center and the Authority.  The negotiation of such an
agreement will commence at least six (6) months prior to the
Authority's Fiscal Year in which such costs would be
incurred with the objective of reaching an agreement not
less than sixty (60) days prior to such Fiscal Year.
     
     (iii)     In the absence of such an agreement, the
aggregate of all capital costs of any rail link to Dulles
which the Authority may incur is ten million dollars
($10,000,000) over the Period of this Agreement and all
costs shall be allocated to the Dulles ground transportation
cost center.


                              11.3
                                
                           ARTICLE 11.
                                
          DAMAGE AND DESTRUCTION TO PREMISES; INSURANCE

11.01     The Authority's Responsibilities.
     
     11.01.1   The Authority shall maintain insurance or cause
insurance to be maintained with a responsible insurance company
or companies approved to do business in the Commonwealth of
Virginia, or adopt and maintain a risk financing plan for
property losses and said insurance, plan, or combination thereof
shall cover such risks as are ordinarily insured against by
reasonably prudent operators of airports, including the insurance
required by the Indenture, and further, including, without
limiting the generality of the foregoing, fire, lightning,
windstorm, hail, floods, explosion, riot, riot attending a
strike, civil commotion, damage from aircraft, smoke and uniform
standard extended coverage with vandalism and malicious mischief
endorsements, coverage of demolition of buildings and removal of
debris, all-risk coverage, business interruptions, and extra
expense.  Such insurance or plan shall be maintained in an amount
not less than the full insurable replacement value.  Full
insurable replacement value of any insured improvement shall be
deemed to equal the actual replacement cost of the improvement
and shall be determined by the Authority from time to time, but
not less frequently than once every three years.  In the event
that such determination of full insurable replacement value
indicates that the improvements are underinsured, the Authority
shall secure the necessary additional coverage.
     
     11.01.2   If a portion of the Airports within the Airline
Supported Areas, except property for which the Airline is
responsible under Section 11.02, is damaged or destroyed by fire
or other peril, and except for TAP or as provided elsewhere in
this Article 11, the Authority after consultation with the
Airline, shall, to the extent of proceeds of the Authority's
property insurance paid to the Authority or self insurance,
repair, reconstruct, and replace the damaged or destroyed
improvements so that the Airports are returned substantially to
the same condition, character, and utility value (based upon the
plans and specifications for the Premises, subject to the then-
existing Airport building standards) as existed prior to such
damage or destruction, exclusive of improvements made by the
Airline and Airline Operating Facilities.  With respect to TAP,
the Authority shall so repair, reconstruct, and replace damaged
or destroyed TAP to the extent suitable to the conduct of the
Airline's Air Transportation Business or provide alternative
suitable Premises.

11.02     The Airline's Property Insurance Responsibilities.
     
     11.02.1   The Airline shall be primarily responsible for
insuring its Airline Operating Facilities and for insuring the
property for which it has responsibility in accordance with a
Surviving Agreement.  The Authority shall be an additional named
insured on policies for the insurance of the Airline's Premises.
     
     11.02.2   The insurance for Airline Operating Facilities and
property required by Paragraph 11.02.1 shall be in an amount
equal to the full replacement value thereof.  This insurance
shall include the following coverages at a minimum fire,
lightning, windstorm, hail, floods, explosion, riot, riot
attending a strike, civil commotion, damage from aircraft, smoke
and uniform standard extended coverage with vandalism and
malicious mischief endorsements, coverage of demolition of
buildings and removal of debris, all-risk coverage, business
interruptions, and extra expense.

11.03     Rental Abatement.
     
     11.03.1   If the Premises or Equipment, or any portion
thereof, are rendered untenantable by reason of damage or
destruction, other than damage or destruction described in
Paragraph 11.03.2, the Airline shall be entitled to a pro rata
abatement of rentals, based upon size and type of area rendered
untenantable, until the Premises or Equipment are restored;
provided, however, that the Airline shall not be entitled to any
such abatement of rentals at any time if the rate covenant under
the Indenture is not at such time being met, or if such abatement
would cause the rate covenant to be violated, or if such
abatement would prevent the Authority from complying with any
additional bonds test under the Indenture.
     
     11.03.2   Notwithstanding any other provisions of this
Article 11, if the Premises or Equipment shall be damaged or
destroyed by fire or other peril, due to the negligence or
willful act or omission of the Airline, its officers, its
employees acting within the course and scope of their employment,
its agents, or licensees, the Airline shall not be entitled to
any rental abatement.

11.04     Responsibilities if Damage or Destruction Occurs.
     
     11.04.1   The Authority shall use its best efforts to
provide the Airline with alternative Premises and Equipment
during the period that its Premises and Equipment are damaged or
destroyed and are untenantable or unusable.  Said alternative
Premises or Equipment shall be suitable for the conduct of the
Airline's Air Transportation Business, but shall not be construed
to require alternative Premises and Equipment that are comparable
to the size1 location, access, or other features of the Premises
or Equipment leased under Article 6.
     
     11.04.2   The Airline shall pay rentals, fees, and charges
in accordance with Article 8 for any alternative Premises and
Terminal Equipment used or leased by it during the period of
repair and reconstruction of the original Premises.
     
     
                                
                           ARTICLE 12.
                                
     THIRD PARTY OBLIGATIONS; INDEMNIFICATION AND INSURANCE

12.01      Indemnification.  The Airline shall defend, indemnify,
and  hold  the  Authority and its agents, officers and  employees
completely  harmless from and against any and all claims,  suits,
demands,  actions,  liabilities, losses, damages,  judgments,  or
fines  arising  by reason of injury or death of  any  person,  or
damage  to  any  property,  including all  reasonable  costs  for
investigation and defense thereof (including, but not limited to,
attorney  fees,  court  costs  and expert  fees)  of  any  nature
whatsoever  arising  out  of the Airline's  conduct  of  its  Air
Transportation  Business  on  the Airports,  or  in  its  use  or
occupancy of the Premises, regardless of where the injury, death,
or  damage may occur, except to the extent such injury, death, or
damage  is  caused  by the negligent act or omission  or  willful
misconduct  of the Authority.  The Authority shall  give  to  the
Airline  reasonable  notice  of, and  an  opportunity  to  defend
against, any such claims or actions, and the Authority shall take
reasonable actions to mitigate its damages.
     
     12.01.1   The Airline shall defend, indemnify, and hold the
Authority, and its agents, officers, and employees, completely
harmless from and against any claim, suit, demand, action,
liability, loss, damage, judgment, fine, or civil penalty and all
costs and expenses of whatever kind or nature (including, but not
limited to, attorney fees, court costs, and expert fees)
associated therewith in any way arising from or based upon the
violation of any Federal, state, or municipal laws, statutes,
resolutions, or regulations by the Airline, its agents,
employees, contractors, or tenants, in conjunction with the
Airline's use and/or occupancy of the Airport.  The Authority
shall give the Airline reasonable notice of, and an opportunity
to defend against, any such claims or actions, and the Authority
shall take reasonable actions to mitigate its damages.
     
     12.01.2   If the Authority is deemed to be in noncompliance
with laws or regulations governing access to secure areas of the
Airport and to the areas of the Airfield and said non-compliance
is the result of or due to the negligence or willful act or
omission of the Airline or of any of the Airline's employees,
agents, or contractors and such breach results in a civil penalty
action against the Authority, the Airline agrees to reimburse the
Authority for all expenses, including reasonable attorney fees,
incurred by the Authority in defending against the civil penalty
action and for any civil penalty or settlement amount paid by the
Authority as a result of being deemed in non-compliance.  The
Authority shall give the Airline reasonable notice of any
allegation, investigation, or proposed or actual civil penalty
sought for such non-compliance.
     
     12.01.3   The provisions of this Section 12.01 shall survive
the expiration, termination, or early cancellation of this
Agreement for claims, suits, demands, actions, liabilities, loss,
or damage, which occur prior to the termination or early
cancellation of this Agreement.

12.02     Required Insurance Coverage.  The Airline, at its  sole
cost  and expense, shall throughout the Period of this Agreement,
keep all of its operations on the Airports, and its obligation to
indemnify  the Authority pursuant to Section 12.01,  continuously
and  fully  insured  in  accordance with  this  section  of  this
Agreement.   The minimum amounts and types of insurance  coverage
required  hereunder shall in no event be construed  to  limit  or
modify the Airline's obligation to indemnify the Authority as set
forth in Section 12.01.
     
     12.02.1   Airline Liability Insurance This insurance shall
be maintained in respect of all aircraft owned, leased or
operated by the Airline for bodily injury or death and property
damage liability in a combined single limit amount of not less
than two hundred million dollars ($200,000,000) per occurrence
and shall include aircraft liability, airport liability,
passenger liability and baggage and cargo liability.  Provided,
however, if the Airline operates at the Airports only as a
Regional/Commuter Air Carrier, the Airline shall maintain
aircraft liability insurance in a combined single limit amount of
not less than fifty million dollars ($50,000,000) per occurrence.
A twenty-five million dollars ($25,000,000) per occurrence sub-
limit for personal injury, bodily injury (including death) and
property damage liability shall cover premises-operation, medical
payments, contractual liability, liability of independent
contractors, personal injury, and fire legal liability.  If the
Airline operates a club or "VIP" room serving alcoholic
beverages, liquor liability insurance must be provided.
     
     12.02.2   Comprehensive Automobile Liability Insurance.
This insurance shall cover owned, hired, and nonowned vehicles
against death, bodily injury, and property damage claims, in a
combined single limit amount of not less than five million
dollars ($5,000,000).
     
     12.02.3   Workers' Compensation and Employers' Liability.
This insurance shall provide Virginia Statutory Limits with an
All States Endorsement and one million dollars ($1,000,000) in
Employer's Liability coverage.

12.03      Insurance  Companies;  Certificates;  Self  Insurance;
Review of Coverage.
     
     12.03.1   All insurance shall be in a form and with an
insurance company or companies that is reasonably acceptable to
the Authority, and, if a domestic insurer, rated B+10 or better
under the Best rating system.  Said insurance shall be in
occurrence form, not claims made.
     
     12.03.2   On or before the Effective Date, an original
Certificate or Certificates of Insurance shall be transmitted to
the Authority providing evidence that the required insurance
coverage has been procured by the Airline and is in effect on the
Effective Date in the types and amounts required by this Article.
Said Certificate(s) shall clearly list the Metropolitan
Washington Airports Authority as an additional named insured on
the liability policies with respect to the Airline's indemnity
obligation under Section 12.01.  Further, said Certificate(s) of
Insurance shall unequivocally provide thirty (30) days advance
written notice to the Authority prior to any material change,
cancellation, or non-renewal of coverage thereunder.  The
Certificate(s) shall be signed by, or bear the facsimile of, a
representative of the insurance company authorized to bind that
company.
     
     12.03.3   All insurance policies required hereunder may be
written to include a reasonable retention or deductible.  Said
retention or deductible shall be subject to the approval of the
Authority which approval shall not be unreasonably withheld.
     
     12.03.4   Notwithstanding anything to the contrary in this
Article, the Authority will allow the insurance coverage required
by Section 12.02 herein to be provided through a self-insurance
plan established by the Airline; provided that the self-insurance
plan may consist of a combination of primary, excess umbrella
insurance and a self-insured retention, and the total of
insurance and self insurance protection is no less than the
limits stated in this Article.  The self-insurance plan must be
approved in writing by the Authority prior to becoming effective
at the Airports.  An Airline requesting the Authority's approval
of a self-insurance plan must submit a copy of its self-insurance
plan, current financial statement showing the limits of its
established self-insurance retention and proof of the primary and
excess umbrella insurance.  The Authority shall have thirty (30)
days to review the proposed self-insurance plan.  If the self-
insurance plan is approved by the Authority and becomes
effective, the Airline shall not increase the self-insurance
retention levels stated in the self-insurance plan approved by
the Authority without the approval of the Authority.
     
     12.03.5   The Authority reserves the right to periodically
review any and all policies of insurance and to request
reasonable adjustments in the limits of coverage required
hereunder from time to time throughout the Period of this
Agreement, but not more frequently than once every two years.
The Authority shall provide the Airline with such request in
writing and the Airline shall comply within sixty (60) days from
the receipt thereof.
                                
                           ARTICLE 13.
                                
                       AUTHORITY REMEDIES

13.01     Default.  The occurrence of any of the following events
shall be considered an event of default by the Airline:
     
     13.01.1   The Airline becomes insolvent (as such term is
defined under Section 101 of the Federal Bankruptcy Code, 11
U.S.C. 101 et seq., or any successor statute thereto); or fails
to pay its debts generally as they mature; or takes the benefit
of any present or future Federal or state insolvency statute; or
makes a general assignment for the benefit of creditors, or files
a voluntary petition in bankruptcy or a petition or answer
seeking an arrangement of its indebtedness under the Federal
Bankruptcy Code or under any other law or statute of the United
States or of any state thereof, or consents to the appointment of
a receiver, trustee, custodian, liquidator, or other similar
official, of all or substantially all of its property; or an
order for relief shall be entered by or against the Airline under
any chapter of the Federal Bankruptcy Code.
     
     13.01.2   The Airline is adjudged a debtor or bankrupt by
order or decree of a court, or an order is made approving a
petition filed by any of the Airline's creditors or by any of its
stockholders, seeking its reorganization or the restructuring of
its indebtedness under the Federal Bankruptcy Code or under any
other law or statute of the United States or any state thereof,
and such order or decree shall not be stayed or vacated within
sixty (60) days of its issuance.
     
     13.01.3   A petition under any chapter of the Federal
Bankruptcy Code or an action under any Federal or state
insolvency law or statute shall be filed against the Airline and
is not dismissed or stayed within sixty (60) days after the
filing thereof.
     
     13.01.4   A receiver, trustee, custodian, liquidator, or
other similar official takes possession or control of all or
substantially all of the property of the Airline by or pursuant
to, or under authority of any legislative act, resolution, or
rule, or any order or decree of any court or governmental board,
agency, or officer, and such possession or control continues in
effect for a period of sixty (60) days.
     
     13.01.5   The Airline becomes a corporation in dissolution.
     
     13.01.6   The transfer, passing, or devolving of any
interests or rights of the Airline hereunder, by operation of law
or otherwise1 to any other person, firm, corporation, or other
entity, by, in connection with, or as a result of any bankruptcy,
insolvency, trusteeship, liquidation, or other proceedings or
occurrence described in Paragraphs 13.01.1 through 13.01.5.
     
     13.01.7   The discontinuance by the Airline of its Air
Transportation Business at the Airports for a period of thirty
(30) consecutive days or for a period of sixty (60) days in any
Fiscal Year; provided, however, that suspension of operations by
the Airline during a strike or work stoppage by its employees at
the Airports, or for similar reasons beyond the control of the
Airline, shall not be a discontinuance of operations.
     
     13.01.8   The voluntarily discontinued use or abandonment by
the Airline for a period of thirty (30) consecutive days of all,
or a portion, of its Premises or Equipment at one or both
Airports and the failure to remedy this condition within thirty
(30) days of notice to remedy same from the Authority.
     
     13.01.9   The failure of the Airline to pay rentals, fees,
and charges or any other payment required by this Agreement when
due and the expiration of the period, if any, provided for herein
after which said payment due becomes delinquent, except, however,
in the event of a dispute over a payment, the Airline shall not
be in default provided that the Airline has presented, at the
time the payment is due, the dispute in detail and in writing, to
the General Manager of the Authority.  The decision of the
General Manager will reinstate or modify the amount due and the
due date.  The Airline shall pay the amount due as specified by
the General Manager within ten (10) days of the receipt of notice
from the General Manager.  If a dispute remains over that amount,
the Airline agrees to pay the amount claimed by the Authority
while pursuing its remedies.
     
     13.01.10  The failure of the Airline to maintain the minimum
insurance levels required in Articles 11 and 12 of this
Agreement.
     
     13.01.11  The failure of the Airline to provide Contract
Security required pursuant to Section 8.13.
     
     13.01.12  The conduct of any business, practice, or
performance of any act at the Airport which is not specifically
authorized herein or by any other agreement between the Authority
and the Airline, if said business or act does not cease
permanently within thirty (30) days of receipt of the Authority's
written notice to cease said business, practice, or act.
     
     13.01.13  The nonperformance by the Airline of any other
material covenant, condition, term, or agreement required to be
performed by the Airline herein, and the continued failure of the
Airline (i) to remedy such nonperformance within a thirty (30)
day period after receipt of written notice from the Authority to
remedy the same; or (ii) to diligently commence and proceed
towards a remedy for such nonperformance which cannot be remedied
within such thirty (30) day period in which event the Airline
shall have the burden of proving that the nonperformance cannot
be remedied within thirty (30) days, that it is proceeding with
diligence to remedy same, and that such nonperformance will be
remedied within a reasonable period of time.
     
     13.01.14  The issuance of an order or the taking of action
by any court or governmental authority having jurisdiction over
the Airline's operations which for a period of thirty (30) days
substantially limits or prohibits the Airline's operations at the
Airports.  Provided, however, that before it invokes its remedies
for a default under this Paragraph 13.01.14, the Authority will
have reasonably determined that the material adverse consequences
of a default herein cannot be substantially eliminated by the
procedures available to the Authority under Article 17.

13.02     Remedies.
     
     13.02.1   In addition to any remedy provided by law, and
except for defaults under Paragraph 13.01.8, if the Airline shall
be in default under this Agreement, and if the notice of default
to the Airline stated that this Agreement could, as a result
thereof, be terminated, the Authority shall have the right, in
its sole discretion, to terminate this Agreement.  The
termination may be effective in not less than ten (10) calendar
days from the date of written notice of termination from the
Authority unless the Airline has cured the default during this
period.
     
     13.02.2   The Authority's remedies for a default under
Paragraph 13.01.8 includes the right to reclaim, in its
discretion, the Premises that have been abandoned and to delete
same from the Airline's Agreement.  Such reclamation may be
effective in not less than ten (10) calendar days from the date
of written notice from the Authority.  Nothing herein shall
preclude the Authority from terminating this Agreement in its
entirety in the event that the Airline's default under Paragraph
13.01.8 relates to all of its Premises at both Airports.  Nothing
herein shall, in the event of a default under Paragraph 13.01.8,
preclude the Authority, as an alternative to reclaiming the
Premises or Equipment or terminating this Agreement, from
continuing to hold the Airline responsible for the performance of
this Agreement for the Period thereof.
     
     13.02.3   Upon the effective date of termination or
reclamation under Paragraphs 13.02.1 or 13.02.2, respectively,
the Authority may re-enter and take immediate possession of the
Premises.  Notices of termination or reclamation under Paragraphs
13.02.1 or 13.02.2 shall operate as a notice to quit and any
other notice to quit or notice of the Authority's intention to re-
enter the Premises is hereby expressly waived.  If necessary, the
Authority may proceed to recover possession of the Premises under
and by virtue of the laws of the Commonwealth of Virginia, or by
such other proceedings, including re-entry and possession, as may
be applicable.  If the Authority elects to terminate this
Agreement in whole or in part, everything contained in this
Agreement on the part of the Authority to be done and performed
shall cease without prejudice to the right of the Authority to
recover from the Airline all rentals, fees, charges, and other
sums accrued up to the time of termination or recovery of
possession by the Authority, whichever is later.  Further, the
Authority shall use its best efforts to relet the Premises, and,
if the full rentals provided for herein plus the costs, expenses,
and damages described below shall not be realized by the
Authority, the Airline shall be liable for all damages sustained
by the Authority, including, without limitation, any deficiency
in rentals, fees, and charges, the expenses of placing the
Premises in good rentable condition, and reasonable attorneys'
fees.  The provisions contained in this Section shall be in
addition to, and shall not prevent the enforcement of, any claim
the Authority may have against the Airline for anticipatory
breach of this Agreement.
     
     13.02.4   All rights and remedies of the Authority set forth
herein are in addition to all other rights and remedies available
to the Authority at law or in equity.  All rights and remedies
available to the Authority hereunder, at law or in equity, are
expressly declared to be cumulative.  The exercise by the
Authority of any such right or remedy shall not prevent the
concurrent or subsequent exercise of any other right or remedy.
No delay in the enforcement or exercise of any such right or
remedy shall constitute a waiver of any default by the Airline
hereunder or of any of the Authority's rights or remedies in
connection therewith.  The Authority shall not be deemed to have
waived any default by the Airline hereunder unless such waiver is
set forth in a written instrument signed by the Authority.  If
the Authority waives in writing any default by the Airline, such
waiver shall not be construed as a waiver of any covenant,
condition, or term set forth in this Agreement except as to the
specific circumstances described in such written waiver.
     
     13.02.5   If the Authority shall institute proceedings
against the Airline and a compromise or settlement thereof shall
be made, the same shall not constitute a waiver of any subsequent
breach of the same or of any other covenant, condition, or term
set forth herein, nor of any of the Authority's rights hereunder
with regard to any future occurrence of the same or other matter.
Neither the payment by the Airline of a lesser amount than the
full rentals, fees, and charges due hereunder nor any endorsement
or statement on any check or letter accompanying a check for
payment of rent or other sums payable hereunder shall be deemed
an accord and satisfaction, and the Authority may accept such
check or payment without prejudice to the Authority's right to
recover the balance of such rent or other sums or to pursue any
other remedy available to the Authority.  Unless previously
agreed to by the Authority in writing, no re-entry by the
Authority shall be considered an acceptance of a surrender of
this Agreement or Premises.

13.03      To  the extent that the Authority's right to terminate
this  Agreement as a result of an event enumerated in  Paragraphs
13.01.1  through  13.01.6 of this Article  is  determined  to  be
unenforceable under the Federal Bankruptcy Code, as amended  from
time  to  time, or under any other statute, then the Airline  and
any  trustee  who may be appointed agree (i) to perform  promptly
every  obligation of the Airline under this Agreement until  this
Agreement  is  either  assumed  or  rejected  under  the  Federal
Bankruptcy  Code;  (ii) to pay on a current  basis  all  rentals,
fees, and charges set forth in this Agreement; (iii) to reject or
assume  this  Agreement within sixty (60) days of a filing  of  a
petition  under  the Federal Bankruptcy Code;  (iv)  to  cure  or
provide adequate assurance of a prompt cure of any default of the
Airline under this Agreement; and (v) to provide to the Authority
such   adequate  assurance  of  future  performance  under   this
Agreement  as  may  be  requested by the Authority,  including  a
tender of Contract Security as set forth in Section 8.13 of  this
Agreement.

13.04      Special  Cancellation Right.  In the  event  that  the
United  States government determines that the Airline has  failed
to  comply  with  the nondiscrimination covenants  set  forth  in
Section  18.04  herein, the Authority shall  have  the  right  to
cancel  this  Agreement after such action as  the  United  States
government may direct to enforce such covenants has been followed
and completed, including exercise or expiration of appeal rights
                                
                           ARTICLE 14.
                                
                        AIRLINE REMEDIES

14.01      Default.   The  occurrence of the following  shall  be
considered  an event of default by the Authority The  failure  of
the  Authority to perform any material covenant or term  required
to  be  performed by the Authority and the failure continues  for
thirty  (30)  days  after  receipt of  written  notice  from  the
Airline,  or, if by its nature such default cannot reasonably  be
cured  within thirty (30) days, the Authority fails to diligently
commence to cure such default within said thirty (30) day  period
after  receipt from the Airline of written notice to  remedy  the
same

14.02      Airline's Remedy.  Provided the Airline is not  itself
in  default  of  this Agreement as set forth in Article  13,  the
Airline  may bring an appropriate action in a court of  competent
jurisdiction  to  compel the Authority to perform  in  accordance
with the terms of this Agreement.

14.03       Termination.   At  any  time  when   no   Bonds   are
Outstanding,  and if the Airline is not then in  default  in  the
payment of any amount due from it to the Authority hereunder, the
Airline  may  terminate this Agreement by  giving  the  Authority
sixty  (60)  days advance notice upon or after the happening  and
during the continuance of any one of the following events:
     
     (i)  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 so as to substantially limit or
prohibit the Airline's use of the Airport in the conduct of its
Air Transportation Business, and the remaining in force of such
injunction, not stayed by way of appeal or otherwise, for a
period of at least sixty (60) days;
     
     (ii) The enactment of any law, issuance of any order, rule,
ordinance, or regulation, or the taking of any action by a
Federal, state, or local government body or agency having
jurisdiction with respect to the Airport, or the occurrence of
any fire, other casualty, act of God or the public enemy,
substantially limiting or prohibiting, for a period of at least
sixty (60) days, the Airline's use of the Airport in the conduct
of its Air Transportation Business; provided, however, that none
of the foregoing is instituted or initiated by the Airline or due
to any fault of the Airline;
     
     (iii)     The default by the Authority in the performance of
any material covenant or agreement required to be performed by
the Authority herein, which default materially and adversely
limits or prohibits the Airline's operations at the Airport, and
the failure by the Authority to remedy such default after written
notice thereof has been delivered to the Authority, unless (a)
the Authority takes prompt action to remedy such default within a
period of thirty (30) days after receipt from the Airline of such
notice, or (b) in the case of any such failure which cannot with
due diligence be cured within such thirty (30) day period, the
Authority takes corrective action within the thirty (30) day
period and diligently pursues such action until the failure is
cured.
     
     (iv) The substantial limiting or restricting of the
Authority's operation of the Airport by action of any Federal,
state, local government body or agency having jurisdiction with
respect thereto, and the continuance thereof for a period of not
less than sixty (60) days, provided such restriction materially
and adversely affects the Airline's operations at the Airport.
                                
                           ARTICLE 15.
                                
               SURRENDER OF PREMISES; HOLDING OVER

15.01      Surrender and Delivery.  Immediately upon  termination
or  the  expiration of this Agreement, or upon  deletion  of  any
portion  of  the  Premises (including TAP) and  Equipment  leased
hereunder  in accordance with Article 5 or 17, the Airline  shall
peaceably surrender and deliver to the Authority the Premises and
Equipment that are the subject of said expiration or termination.
Premises  and  Equipment shall be surrendered in good  condition,
with the exception of ordinary wear from use of the Premises  and
Equipment  for  the  purpose for which they were  leased.   After
surrender, the Airline agrees to pay to the Authority the  costs,
if  any,  incurred  by the Authority to bring  the  Premises  and
Equipment up to such condition.

15.02     Removal of Property.
     
     15.02.1   Except as provided in Paragraph 15.02.2, nothing
herein shall be construed to preclude the Airline from removing
from the Airports or otherwise disposing of its personal
property, including aircraft, tools, equipment, and trade
fixtures, title to which is to remain with the Airline.  All
Authority property damaged by or as a result of the removal of
Airline property shall be promptly restored by the Airline to the
condition existing before such damage, at the Airline's sole cost
and expense.  Such aircraft, tools, equipment, trade fixtures,
and other personal property shall be removed upon the expiration
of this Agreement or from any portion of the Premises upon the
deletion from this Agreement of that portion from the Premises
leased hereunder.
     
     15.02.2   Any removal of property by the Airline pursuant to
this Section 15.02 shall be subject to any valid lien which the
Authority may have thereon and such property shall not be removed
from the Airport without the written consent of the Authority.
     
     15.02.3   At the expiration or termination of this
Agreement, any personal property of the Airline not removed in
accordance with Paragraph 15.02.1 above, at the option of the
Authority, may be removed and placed in storage by the Authority
at the sole cost of the Airline.  If such property is not removed
from storage by the Airline within one month after placement
therein, the Authority may elect, after notice to the Airline, to
take ownership of the property or dispose of the property by
either public or private sale and retain the proceeds.  Any costs
of removal and disposition not covered by such proceeds shall be
borne by the Airline.

15.03      Holding  Over.  In the event the Airline  holds  over,
refuses,  or fails to give up the possession of the Premises  and
Equipment at the expiration or termination of this Agreement,  or
the  relevant portion of Premises and Equipment in the  event  of
expiration or termination of the lease for said portion,  without
written consent of the Authority, the Airline shall have only the
status of a tenant at sufferance and no periodic tenancy will  be
deemed  to  have been created.  The Airline shall pay  reasonable
rentals,  rates, and charges as then prescribed by the  Authority
and  such rentals, rates, and charges may be different from those
prescribed  during the Period of the Agreement.   Rent  shall  be
paid  on a pro rata basis for the period of time that the Airline
is  in  such a hold over status.  Further, in the event that  the
Airline  holds over, and if the Authority shall desire to  regain
possession  of the Premises, then the Authority may re-enter  and
take  possession of the Premises.  Furthermore, if the  Authority
so  elects,  it  may accept rent and concurrently commence  legal
proceedings to regain possession of the Premises.
                                
                           ARTICLE 16.
                                
      TRANSFER OF PREMISES BY ASSIGNMENT, SUBLETTING, ETC.
                       HANDLING AGREEMENTS

16.01      General.   The  Airline shall  not  assign,  transfer,
convey,   sell,   mortgage,  pledge,  or  encumber   (hereinafter
collectively referred to in Article 16 as "assignment") or sublet
its Premises or Equipment, without the prior written approval  of
the  Authority.   The  Airline shall not allow  the  use  of  its
Premises or Equipment through a handling or services agreement or
similar  arrangement  (hereinafter collectively  referred  to  in
Article   16   as  "handling  agreements")  by  any   other   Air
Transportation Company without the prior written approval of  the
Authority.  If the Airline fails to obtain prior written approval
of  any  such  assignment, sublease, or handling  agreement,  the
Authority,  in addition to the rights and remedies set  forth  in
Article  13,  shall  have the right to refuse  to  recognize  the
agreement   and   the  assignee,  sublessee  or   "handled"   Air
Transportation  Company  shall  acquire  no  interest   in   this
Agreement or any rights to use Premises or Equipment.

16.02      Authority Approval of Assignments.  It  shall  not  be
unreasonable  for  the Authority to disapprove  or  condition  an
assignment  of the Airline's Premises or Equipment under  any  or
all of the following circumstances, among others:
     
     16.02.1   If the Airline has failed to accommodate a
Requesting Airline on reasonable terms prescribed by the
Authority in accordance with Article 17.
     
     16.02.2   If said assignment would result in the transfer of
fifty percent (50%) or more of any of the following the Airline's
linear feet of ticket counter space; square feet of holdroom
space; or number of gate positions.
     
     16.02.3   If the assignee is not, and is not willing to
become, a Signatory Airline.
     
     16.02.4   If a Signatory Airline, including a Signatory
Airline which is not leasing space directly from the Authority
because of the unavailability of such space, is, in the
determination of the Authority, in need of the Premises and/or
Equipment proposed to be assigned; provided, however, that such
signatory Airline is willing to take such Premises and Equipment
on substantially the same terms and conditions relating to the
use of such Premises and Equipment to be assigned as proposed in
the assignment.
     
     16.02.5   If the Authority determines that there is adequate
space for lease by the proposed assignee directly from the
Authority.
     
     16.02.6   If the Authority determines that the proposed
assignee is not substantially as creditworthy as the Airline.
     
     16.02.7   Notwithstanding the foregoing, this section shall
not be interpreted to preclude the assignment of this Agreement,
and the Airline's rights and obligations hereunder, to a parent,
subsidiary, or merged company if such parent, subsidiary, or
merged company conducts an Air Transportation Business at the
Airport at which the Airline is a Signatory Airline and assumes
all rights and obligations hereunder.  Written notice of such
assumption shall be provided by the parent, subsidiary, or merged
company thirty (30) days prior to the effective day of such
assignment.

16.03      Authority  Approval of Subleases.   It  shall  not  be
unreasonable  for  the  Authority to disapprove  or  condition  a
sublease of the Airline's Premises or Equipment under any or  all
of the following circumstances, among others:
     
     16.03.1   If the Airline has failed to accommodate a
Requesting Airline on reasonable terms prescribed by the
Authority in accordance with Article 17.
     
     16.03.2   If said sublease would result in the sublease
     
     (i)  for a period greater than fifty percent (50%) of the
remaining Period of the Agreement, and (ii) is for greater than
fifty percent (50%) of any of the following Premises the
Airline's linear feet of ticket counter space; square feet of
holdroom space; or number of gate positions.
     
     16.03.3   If the sublessee is an Air Transportation Company
who is not, and is not willing to become, a Signatory Airline.
     
     16.03.4   If a Signatory Airline, including a Signatory
Airline which is not leasing space directly from the Authority
because of the unavailability of such space, is, in the
determination of the Authority, in need of the Premises and/or
Equipment proposed to be subleased; provided, however, that such
Signatory Airline is willing to take such Premises or Equipment
on substantially the same terms and conditions as proposed in the
sublease and is willing to provide the Airline with a reasonable
security deposit, not to exceed three (3) months' rentals.
     
     16.03.5   If the Authority determines that there is adequate
space for lease directly from the Authority by the proposed
sublessee or if the sublease does not contain a provision which
permits it to be terminated upon notice from the Authority to the
parties thereto of the availability of Premises in accordance
with Section 1.04.

16.04      Authority Approval of Handling Agreements.   It  shall
not  be unreasonable for the Authority to disapprove or condition
a  handling agreement if the Airline has failed to accommodate  a
Requesting  Airline  on  reasonable  terms  prescribed   by   the
Authority in accordance with Article 17.

16.05     Reasons for Disapproval.  The circumstances under which
the   Authority   may  determine  to  disapprove   or   condition
assignments,  subleases,  and handling agreements  set  forth  in
Sections  16.02,  16.03,  and 16.04 are  not  intended  to  be  a
comprehensive  list of all those which the Authority  may  impose
under Section 16.01.

16.06      Method  of  Obtaining  Approval.   The  Airline,  when
requesting  an approval of an assignment, sublease,  or  handling
agreement  under Section 16.01, shall include with its request  a
copy  of  the  proposed  agreement, if prepared,  or  a  detailed
summary  of the material terms and conditions to be contained  in
such  agreement.   Any  proposed agreement  or  detailed  summary
thereof  shall provide the following information (i) the Premises
and/or Equipment to be assigned, sublet, or used under a handling
agreement;  (ii) the terms; (iii) if a sublease, the rentals  and
fees to be charged; and (iv) all material terms and conditions of
the assignment, sublease, or handling agreement the Authority may
reasonably  require.   If approved, the Airline  shall  submit  a
fully  executed  copy of such agreement to the  Authority  within
thirty  (30) days prior to the commencement of the assignment  or
sublease  or  within fifteen (15) days after the commencement  of
the handling agreement.

16.07      Administrative Charge.  In the event  the  Airline  is
authorized  by  the  Authority to sublease  any  portion  of  its
Premises or Equipment, the Airline may charge such sublessee,  in
addition  to  a  reasonable charge for any services  and  Airline
owned property provided by the Airline or actual costs other than
rental  costs incurred by the Airline, reasonable rentals not  to
exceed  one  hundred  fifteen percent  (115%)  of  the  Airlines'
rentals for such portion of the Premises and Equipment.
     
     16.08     Airline to Remain Liable.  The Airline shall
remain fully and primarily liable during the Period of this
Agreement for the payment of all of the rental due and payable to
the Authority for the Premises and Equipment that are subject to
an assignment, sublease, or handling agreement under Section
16.01, and fully responsible for the performance of all the other
obligations hereunder, unless otherwise agreed to by the
Authority; provided, however, this Section 16.08 shall not apply
to Premises and Equipment with respect to which an assignment has
been made at the Authority's request pursuant to Paragraph
16.02.4 hereof.

16.09      Authority  Determination of Type  of  Agreement.   The
Authority  shall  have  the right to examine  the  terms  of  any
agreement or arrangement submitted to it for approval pursuant to
this  Article  16,  and  determine  whether  such  agreement   or
arrangement is most appropriately characterized as an assignment,
sublease,  or  handling agreement, regardless  of  the  Airline's
characterization of such agreement or arrangement.
     
     
                                
                           ARTICLE 17.
                                
               AVAILABILITY OF ADEQUATE FACILITIES

17.01      General.   The  Authority and the Airline  agree  that
facilities  at  the  Airports are limited and the  Airline  shall
cooperate  fully with the Authority's exercise of its  obligation
to  prudently  operate and manage the Airports so as  to  provide
adequate   facilities  for  all  Air  Transportation   Companies,
including  the Airline1 operating or desiring to operate  at  the
Airports.

17.02      Periodic Reallocation of Premises.  It  is  recognized
that  an allocation of Premises at National occurred in 1989  and
is  reflected in Exhibits N-B and D-B.  It is recognized that  an
allocation  of Premises will occur at Dulles in conjunction  with
the  westerly  and easterly expansions of the Main  Terminal  and
said  allocation  will  be  consistent  with  Section  6.04.   In
addition to any other rights of the Authority, the Authority may,
effective the date which is nine (9) months prior to the date  of
Substantial Completion of the new North Terminal at National  and
on  every third anniversary of the date of Substantial Completion
thereafter,  reallocate the Airline's Premises and  Equipment  at
National  Airport among the Signatory Airlines.  In  addition  to
any  other  rights of the Authority, the Authority may, effective
on  the  date  which  is the third anniversary  of  the  date  of
Substantial  Completion of the westerly  expansion  of  the  Main
Terminal  at Dulles and on every third anniversary of  that  date
thereafter,  reallocate the Airline's Premises and  Equipment  at
Dulles  Airport among the Signatory Airlines.  Such reallocations
may  result  in  the  reduction of  the  Airline's  Premises  and
Equipment  and/or  cause  the  Airline  to  vacate  Premises  and
relocate  to  other Premises.  The reallocation of  any  Premises
shall  be  accomplished in accordance with  a  utilization  study
conducted  by  the  Authority which shall take into  account  the
following factors, among others:
     
     (i)  Each Signatory Airline's historical, current and
reasonably projected frequency of operations;
     
     (ii) Each Signatory Airline's number of Enplaning and
Deplaning Passengers;
     
     (iii)     Each Signatory Airline's number of gates;
     
     (iv) Each Signatory Airline's linear feet of ticket counter
space, square feet of holdroom space and square feet of other
Premises;
     
     (v)  The need to provide Premises and Equipment to a
Signatory Airline which is without adequate Premises and
Equipment leased directly from the Authority due to the
unavailability of such space;
     
     (vi) The practicality of the Authority constructing
additional Premises within a reasonable period of time; and
     
     (vii)     The need for the Authority to manage aircraft and
passenger activity at the Airport in order to correct an
imbalanced use of Airport facilities, including Aircraft Parking
Positions, or to minimize or ameliorate congestion in the
Terminal or at the curbside.
     
     17.02.1   In making such reallocations, the Authority shall
give the Airline, along with other Signatory Airlines at the
affected Airport, not less than thirty (30) days written notice
of the proposed space reallocations together with the Authority's
reasons for the reallocations.  The Airline shall during the
thirty (30) day period be entitled to respond to the proposed
reallocations in writing.  A final decision of the Authority
shall be in writing from the General Manager and contain the
basis therefor along with the effective date of a reallocation,
if any.
     
     17.02.2   In implementing such reallocations, the Authority
shall attempt to minimize disruptions to the Airline's operations
and to preserve the operational integrity of the Airline's
Premises during and after such reallocation.
     
     17.02.3   If, as a result of a reallocation under this
Section 17.02, the Airline is required to relocate all or a
portion of its operations, or to consolidate its operations in
its remaining Premises, the Authority shall determine the
reasonable cost of such relocation or consolidation, including
the unamortized cost on the basis of generally accepted
accounting principles of reallocated Airline Operating Facilities
and fixed improvements vacated by the Airline, and said costs
shall be borne by the Signatory Airline gaining the use of the
reallocated Premises or Equipment, and shall be paid to the
Airline.
     
     17.02.4   The Authority shall revise the Exhibits hereto, as
appropriate, to reflect the resulting modifications of the
Agreement, and such amended Exhibits shall be substituted herein.

17.03     Voluntary Accommodation of a Requesting Airline.
     
     17.03.1   The need exists to maximize the use of facilities
that are available on a long term basis to the signatory Airlines
and to facilitate the entry of new Scheduled Air Carriers and the
expansion of service by other Scheduled Air Carriers operating at
the Airports (hereinafter collectively referred to as "Requesting
Airline(s)").  The Authority hereby expresses a preference to
have, to the extent possible, a Requesting Airline's need to use
the Airport(s) accommodated by the Signatory Airlines on a
voluntary basis.  The Airline's voluntary accommodation of a
Requesting Airline hereunder shall be subject to the prior
execution of a handling agreement or written sublease between the
Airline and such Requesting Airline setting forth mutually agreed
upon terms, conditions, rates and charges, which handling
agreement or sublease shall also require the written approval of
the Authority prior to the effectiveness thereof in accordance
with Article 16.  Any such accommodation agreement made by the
Airline and the Requesting Airline may define the priority rights
of the Airline.

17.04     Accommodation on Exclusive and Joint Use Premises.
     
     17.04.1   In the event the Authority receives a written
request from a Requesting Airline for a type of space leased on
an exclusive or joint use basis to others, and the Requesting
Airline demonstrates to the satisfaction of the Authority that it
has contacted all Signatory Airlines at a level above the local
station manager and has exhausted all reasonable efforts to find
reasonable accommodations for its proposed operations on the
Airport, the Authority shall serve written notice to all
Signatory Airlines of the Authority's intention to make a
determination, in not less than fifteen (15) calendar days, as to
how the Requesting Airline will be accommodated.
     
     17.04.2   The Authority will be guided by all pertinent
factors, including Airline's present use and the use planned by
the Airline for such Premises in the one hundred eighty (180)
days immediately after the request, the present and planned
requirements for Air Transportation Companies that the Airline is
then accommodating or handling, the compatibility of such
Requesting Airline's proposed operations and work force with the
Airline's own operations and work force and those of other Air
Transportation Companies already using such facilities, and the
security of the Airline's and the Requesting Airline's
operations.
     
     17.04.3   The Authority may request that planned uses and
requirements be documented and submitted in writing to the
Authority, and if the Airline requests, the Authority shall treat
such planned uses and requirements as confidential, proprietary
information.
     
     17.04.4   If the Authority determines that the Requesting
Airline can be accommodated on the Airline's Exclusive or Joint
Use Premises, the Authority may (i) authorize in writing the
Requesting Airline to use the Premises leased to the Airline;
(ii) notify the Airline in writing of such authorization and the
effective date thereof; and (iii) provide to the Airline and to
such Requesting Airline a written statement specifying the
required terms and conditions, if any, including whether the
Requesting Airline may handle its aircraft and passengers with
its own employees or agents, except that the Authority shall not
prescribe the rates and charges to be imposed by the Airline upon
the Requesting Airline for any services provided by the Airline
to the Requesting Airline, other than as prescribed in Article
16.
     
     17.04.5   If the Airline is directed to accommodate a
Requesting Airline in accordance with Section 17.04 and Section
     
     17.06, the Airline shall make available to the Requesting
Airline for the Requesting Airline's use, the Airline's Exclusive
or Joint Use Premises or such portion thereof as shall be
determined by the Authority.

17.05     Accommodation on Preferential Use Premises.
     
     17.05.1   In the event the Authority receives a request from
a Requesting Airline for a type of space leased on a preferential
basis to others, the Authority shall make a determination as to
how the Requesting Airline will be accommodated.  Promptly
thereafter, the Authority shall notify the Airline of any planned
accommodation on the Airline's Preferential Use Premises;
provided, however, the Authority has determined that the
Requesting Airline's schedule is compatible with the Airline's
priority use as described in Paragraph 17.05.2 and would not
require the Airline to reschedule an existing arrival or
departure.  The Airline shall, consistent with its right of
priority use, as described in Paragraph 17.05.2, accommodate such
Requesting Airline as directed by the Authority by providing
access to and use of its Preferential Use Premises.
     
     17.05.2   If the Airline is directed to accommodate a
Requesting Airline under Paragraph 17.05.1, the Airline shall
have the priority use of such Premises at all times except for
each period commencing fifteen (15) minutes before the Requesting
Airline's next scheduled arrival at a gate and continuing until
the earlier of the Requesting Airline's scheduled departure from
the gate or forty-five (45) minutes (one hundred twenty (120)
minutes for a wide body aircraft) before the next scheduled use
of the gate by the Airline assuming there is no other gate
available to the Airline for such next scheduled use.  The
Airline may make a change in its own scheduled use of said
facilities by giving the Requesting Airline who is being
accommodated at least thirty (30) days notice of any schedule
change that would require the Requesting Airline to change its
schedule or otherwise discontinue use of said facilities.  In the
event of any conflicts due to schedule delays of either the
Airline or the Requesting Airline, such conflicts shall be
resolved in the manner least likely to inconvenience the
passengers of both airlines.  Such conflicts shall be resolved by
the Airline and the Requesting Airline whenever possible.  In the
absence of such resolution, the Authority shall resolve such
conflicts.
     
     17.05.3   Accommodation on Preferential Use Premises shall
not be subject to the procedures of Section 17.04, but shall be
as directed by the Authority for the operations of aircraft by an
Air Transportation Company; provided, however, that the Authority
shall not require an accommodation under this Section 17.05
unless there is not a reasonable means of accommodating the Air
Transportation Company on Premises and Equipment obtained
directly from the Authority, and, if the Requesting Airline is a
Signatory Airline, there is not a reasonable means as determined
by the Authority, of accommodating the aircraft operations on
that Signatory Airline's Premises and Equipment.
     
     17.05.4   For purposes of Paragraph 17.05.1, a direction by
the Authority shall be sufficient if given by the manager of the
Airport to the Airline's manager of its station for the Airport.

17.06      Use of Equipment.  In connection with an accommodation
pursuant  to  Section  17.04 or 17.05,  the  Authority  may  also
authorize  the  Requesting Airline to use Equipment  or  airline-
owned  equipment; provided, however, that whenever the Requesting
Airline  is  authorized  to  use  airline-owned  equipment,   the
following  conditions  shall apply (i)  such  equipment  must  be
essential  to the accommodation of the Requesting Airline  (e.g.,
loading bridges and baggage claim and makeup equipment), and (ii)
when  reasonably required, the Airline may require the Requesting
Airline to use the Airline's employees to operate such equipment.

17.07     Indemnification.  During the period of accommodation by
a  Requesting  Airline pursuant to Sections 17.04 through  17.06,
the  Airline  shall  be  relieved of its  obligation  under  this
Agreement  to  indemnify  and save harmless  the  Authority,  its
officers,  directors, employees, or agents  with  regard  to  any
claim  for property damage or personal injury arising out of  the
accommodation  of said Requesting Airline unless such  damage  or
injury  is caused by the negligence or willful misconduct of  the
Airline,  its  officers, directors, employees,  or  agents.   The
Authority  shall  require  the Requesting  Airline  to  agree  in
writing to indemnify the Authority and the Airline in the  manner
and to the extent required of the Airline, pursuant to Article 12
hereof.

17.08       Payment  by  Requesting  Airline.   Payment  by   the
Requesting  Airline  to  the Airline  for  accommodation  on  the
Airline's Premises or Equipment or Airline-owned property and for
services shall be reasonable and for the Premises or Equipment or
Airline-owned  property  shall not  exceed  one  hundred  fifteen
percent  (115%) of the Airline's cost on a pro-rata  basis.   The
Airline  may  require  a  reasonable security  deposit  from  the
Requesting Airline, not to exceed three (3) months' payments.  In
the  event  of  a payment default by the Requesting Airline,  the
Airline  may  institute termination procedures in  the  following
manner (i) the Airline shall certify such payment default to  the
Authority;  (ii) the Authority shall have fifteen  (15)  days  in
which  to  pursue  appropriate remedies  against  the  Requesting
Airline;  and (iii) if, after such fifteen (15) day  period,  the
Requesting Airline remains in default, the Airline may  terminate
the  Requesting  Airline's use of such  Premises,  Equipment  and
airline-owned equipment upon fifteen (15) days' notice.
     
     
                                
                           ARTICLE 18.
                                
                      FEDERAL REQUIREMENTS

18.01     Relationship to Federal Lease.  This Agreement shall be
and  remain  subordinate to the provisions of the  Federal  Lease
dated  March  2,  1987, between the United States  Department  of
Transportation  and the Authority, providing for the  Authority's
lease  of  the  Airports effective June 7, 1987.   The  Authority
agrees  to  provide  the Airline written advance  notice  of  any
material amendments to the Federal Lease.  At any time after  the
execution  of  this  Agreement, the United States  Department  of
Transportation, or its successor, shall have the right to declare
this Agreement to be superior to the Federal Lease.

18.02      Other Government Agreements.  This Agreement shall  be
and  remain  subordinate to the provisions  of  any  existing  or
future  agreements  between the Authority and the  United  States
government  or  other  governmental authority,  relative  to  the
operation or maintenance of the Airports, the execution of  which
has  been  or  will be required as a condition precedent  to  the
granting  of  Federal  or  other  governmental  funds   for   the
development of the Airport, to the extent that the provisions  of
any such existing or future agreements are generally required  by
the  United States or other governmental authority of other civil
airports receiving such funds.  The Authority agrees to  use  its
best efforts to notify the Airline of any provision of which  the
Authority  becomes  aware  which would materially  and  adversely
modify the material terms of this Agreement.

18.03      Federal Government's Emergency Clause.  All provisions
of  this  Agreement  shall be subordinate to the  rights  of  the
United  States of America to operate the Airports or any  portion
thereof  during  time  of war or declared national  emergency  in
accordance with established lawful procedures.  Such rights shall
supersede  any  provision of this Agreement that is  inconsistent
with  the  operation  of the Airports by  the  United  States  of
America during a time of war or national emergency.

18.04     Nondiscrimination.
     
     18.04.1   The Airline for itself, its personal
representatives, successors in interest, and assigns, as a part
of the consideration hereof, does hereby agree as a covenant
running with the land that (i) no person on the grounds of race,
color or national origin shall be excluded from participation in,
denied the benefits of, or be otherwise subjected to
discrimination in the use of Premises; (ii) in the construction
of any improvements on, over, or under Premises and the
furnishing of services thereon, no person on the grounds of race,
color or national origin shall be excluded from participation in,
denied the benefits of, or be otherwise subjected to
discrimination; and (iii) the Airline shall use the Premises in
compliance with all other requirements imposed by or pursuant to
the Airport and Airway Improvement Act of 1982, as amended or
superseded, and any regulations issued thereunder, as well as in
compliance with Title VI of the Civil Rights Act of 1964 and 49
CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted
Programs of the United States Department of Transportation, as
said Statute and regulations may be amended.
     
     18.04.2   The Airline acknowledges that the provisions of 49
CFR Part 23, "Participation by Minority Business Enterprise in
Department of Transportation Programs," as said regulations may
be amended, and such other similar regulations that may be
enacted governing Disadvantaged Business Enterprises, may be
applicable to the activities of the Airline under the terms of
this Agreement, unless exempted by said regulations, and hereby
agrees to comply with the applicable regulations.  These
requirements may include, but not be limited to, compliance with
Disadvantaged Business Enterprise or Minority Business
Enterprise, as such terms are defined in 49 USC 2204, 49 CFR
23.5, or such other statutes or regulations as may be enacted
governing minority or disadvantaged business enterprises,
participation goals, the keeping of certain records of good faith
compliance efforts, which would be subject to review by the
various agencies, the submission of various reports and, if so
directed, the contracting of specified percentages of goods and
services contracts to Minority and Disadvantaged Business
Enterprises.

18.05      Airfield  and  Sterile  Area  Security.   The  Airline
expressly acknowledges its responsibility to provide security for
the  sterile  area in accordance with 14 CFR Part  107,  "Airport
Security," and 14 CFR Part 108, "Airplane Operator Security,"  as
such  may  be amended from time to time, and with all  rules  and
regulations  of  the  Authority concerning  security  procedures,
including each Airport's approved security program.

18.06      Airport Certification.  The Airline shall not  operate
at  the  Airports  in  a  manner that  prevents  or  impairs  the
Authority's ability to meet and maintain compliance with  14  CFR
Part  139,  "Certification and Operations Land  Airports  Serving
Certain Air Carriers," and other requirements for obtaining,  and
maintaining, an Airport Operating Certificate from the FAA.
     
     
                                
                           ARTICLE 19.
                                
                       GENERAL PROVISIONS

19.01      Rights  Reserved  to the Authority.   All  rights  not
specifically  granted  to  the  Airline  by  this  Agreement  are
reserved to the Authority.

19.02      Actions  By the Authority and the Signatory  Airlines.
Whenever  in this Agreement the doing of any act or the  exercise
of  any  right  by  the Airline is conditioned  upon  receipt  of
approval,  permission, agreement or authorization, the  Authority
shall promptly render its decision and shall neither unreasonably
withhold nor unreasonably condition its approval of a request  by
the Airline.  Whenever in this Agreement any approval is required
from  the  Airline or from a Majority-in-Interest, such  decision
shall be promptly rendered and shall not be unreasonably withheld
or conditioned.

19.03       Majority-in-Interest   Approval   Procedures.     The
Authority   shall  initiate  the  Majority-in-Interest   approval
process  by delivering the request for approval to the  Signatory
Airlines  at  the  appropriate Airport for the  appropriate  Cost
Center.  The request will be deemed to have been approved  unless
the  Authority receives, within thirty (30) days, written  notice
of  disapproval  from  the  Signatory  Airlines  representing   a
Majority-in-Interest at such Airport for such Cost Center.

19.04      Authority Not Liable.  Except as specifically provided
for  in this Agreement, the Authority shall not be under any duty
or  obligation to the Airline to repair or maintain the Premises,
or   any   portion  thereof,  or  any  facilities  or   equipment
constructed  thereon.  The Authority shall not be responsible  or
liable  to  the Airline for any claims for compensation  for  any
losses, damages, or injury, including lost profits, sustained  by
the Airline resulting from failure of any water supply, heat, air
conditioning, electrical power, or sewer or drainage facility, or
caused  by  the  natural  physical conditions  on  the  Airports,
whether  on  the  surface  or underground,  including  stability,
moving,  shifting,  settlement  of  ground,  or  displacement  of
materials  by  fire, water, windstorm, tornado, act  of  God,  or
state  of war, civilian commotion or riot, or any other cause  or
peril  beyond the control of the Authority, except to the  extent
covered by the Authority's insurance.

19.05     Laws, Regulations, and Compliance.
     
     19.05.1   Laws and Regulations.  The Airline and the
Authority shall each comply with all applicable Federal, state,
and local laws, codes, regulations, including regulations of the
Authority, ordinances, rules, and orders now or hereafter in
force; provided, however, that the Airline or the Authority may,
without being considered in breach hereof, contest any of the
foregoing as long as such contest is diligently commenced and
prosecuted by the Airline or the Authority, as the case may be.
     
     19.05.2   Safety and Fire Regulations The Airline shall
conduct its operations and activities under this Agreement in
compliance with all safety regulations and directives of the
Authority and applicable Federal, state, and local laws.  The
Airline shall procure and maintain such fire prevention and
extinguishing devices as required by the Authority and shall at
all times be familiar with and comply with the fire regulations
and orders of the Authority.
     
     19.05.3   Security.  The Airline understands that the police
security protection provided by the Authority is finite and
limited to that generally provided to any other airline or
business on the Airports and expressly acknowledges that any
special security measures deemed necessary or desirable for
additional protection of the Premises, equipment, improvements,
and the Airline's personal property, and that of its employees
and invitees shall be the sole responsibility of the Airline and
shall involve no cost to the Authority.
     
     19.05.4   Compliance By Other Tenants.  The Authority shall,
whenever possible, make reasonable efforts to obtain uniform
compliance with the Authority's rules and regulations; however,
the Authority shall not be liable to the Airline for any
violation or non-observance of such rules and regulations by any
user, tenant, concessionaire, other Air Transportation Company,
invitee, licensee, or trespasser at the Airports nor shall such
violation or non-observance by a user, tenant, concessionaire,
other Air Transportation Company, invitee, licensee, or
trespasser at the Airports, constitute a waiver of the Airline's
obligation to comply with Authority rules and regulations.

19.06      Inspection.  The Airline shall allow  the  Authority's
authorized representatives entry to the Premises for the  purpose
of   examining   and  inspecting  said  Premises,  for   purposes
necessary,  incidental to, or connected with the  performance  of
the Authority's rights and obligations under this Agreement or in
the  exercise of its governmental functions.  Except in the  case
of  an  emergency,  the Authority shall conduct such  inspections
during  reasonable  business hours, and in the  presence  of  the
Airline's representative.

19.07      Relationship of the Parties.  The Airline is and shall
be   deemed   to  be  an  independent  contractor  and   operator
responsible to all parties for its respective acts and omissions,
and  the  Authority  shall  in no way  be  responsible  therefor.
Nothing  in  this  Agreement shall be  construed  as  making  the
Airline  an  agent  or representative of the  Authority  for  any
purpose whatsoever.

19.08      Covenant  Not  to  Grant More  Favorable  Terms.   The
Authority shall accord all Signatory Airlines substantially equal
treatment  and  shall not hereafter, during the  Period  of  this
Agreement,  offer to other Scheduled Air Carriers more  favorable
rates or terms and conditions at the Airports than those provided
in  this  Agreement for comparable rights and privileges,  unless
the  more  favorable  rates and conditions  are  offered  to  the
Airline at the same time; provided, however, nothing herein shall
be  construed  to limit the Authority's rights to distinguish  or
discriminate   among  different  classes  of  Air  Transportation
Companies,  or  to  charge differential rental  rates;  provided,
further,  the  Airline acknowledges the Surviving  Agreements  in
Exhibits  N-K  and D-K, that these Surviving Agreements  will  be
accorded priority in the event of a conflict between the terms of
a  Surviving Agreement and this Agreement, and the Airline agrees
that  more favorable treatment of one or more Signatory  Airlines
may  result from the implementation of a Surviving Agreement  and
said  treatment  shall  not  be  a  violation  of  this  covenant
specifically or this Agreement generally.

19.09      Quiet  Enjoyment.   The Authority  agrees  that,  upon
payment of the rentals, fees and charges and performance  of  the
covenants  and  agreements  on the part  of  the  Airline  to  be
performed  hereunder, the Airline shall peaceably  have  and,  in
accordance  with  the terms hereof, enjoy the  Premises  and  all
rights,  licenses, services, and privileges of the  Airports  and
their appurtenances granted herein.

19.10      No  Individual Liability.  No member, officer,  agent,
director,  or employee of the Authority or the Airline  shall  be
charged  personally, or held contractually liable by  or  to  the
other party, under the terms or provisions of this Agreement,  or
because  of  any breach thereof, or because of the  execution  or
attempted execution of this Agreement.

19.11     Waiver of Performance.  The failure of the Authority or
the Airline, in any one or more instances, to invoke a provision,
term,  covenant, reservation, condition, or stipulation  of  this
Agreement, or to enforce or take action to enforce, or to  demand
performance by the other party hereto, or to insist upon a strict
performance  by  the  other  of any  of  the  provisions,  terms,
covenants, reservations, conditions or stipulations contained  in
this Agreement shall not be considered a waiver or relinquishment
of  the rights to invoke, enforce, demand, or insist thereon, but
the  same shall continue and remain in full force and effect, and
no  waiver  by  either  party of any provision,  term,  covenant,
reservation, condition, or stipulation hereof shall be deemed  to
have  been made in any instance unless expressed in writing.   In
the  event any agreement contained in this Agreement is  breached
by  either  party and thereafter waived by the other party,  such
waiver  shall be limited to the particular breach so  waived  and
shall not be deemed to be a waiver of any other breach hereunder.

19.12     Force Majeure.  Except as herein provided, neither  the
Authority  nor  the  Airline shall be deemed  to  be  in  default
hereunder if either party is prevented from performing any of the
obligations, other than the payment of rentals, fees and  charges
hereunder,  by  reason  of  strikes,  boycotts,  labor  disputes,
embargoes, shortages of energy or materials, acts of God, acts of
the public enemy, riots, rebellion, or sabotage.

19.13      Severability.   If  any article,  section,  provision,
term, or condition of this Agreement is held to be invalid  by  a
court of competent jurisdiction, the remainder of this Agreement,
including  the remaining rights and obligations of the  Authority
and the Airline, shall not be affected thereby.

19.14     Subordination to Indenture.
     
     19.14.1   This Agreement and all rights granted to the
Airline hereunder are expressly subordinated and subject to the
lien and provisions of the pledges, transfer, hypothecation or
assignment made by the Authority in any prior Indenture, or
Indenture hereafter executed by the Authority, to issue Bonds.
The Authority expressly reserves the right to enter into such
Indentures and to make such pledges and grant such liens and
enter into such covenants as it may deem necessary or desirable
to secure and provide for the payment of Bonds, including the
creation of reserves therefor; provided, however, that no such
pledges, liens, covenants, or reserves shall have a material
adverse affect on the Airline.
     
     19.14.2   The Airline understands that the Authority is and
will be the issuer of Bonds, the interest on which, with the
exception of taxable Bonds, is intended to be excludable from
gross income from the holders of such Bonds for Federal income
tax purposes under the Internal Revenue Code of 1986.  The
Airline agrees that it will not act, or fail to act (and will
immediately cease and desist from any action, or failure to act)
with respect to the use of the Premises and Equipment leased to
the Airline under this Agreement, if such act or failure to act
may cause the Authority to be in noncompliance with the
provisions of the Internal Revenue Code of 1986 as they may be
amended, supplemented, or replaced, or the regulations or rulings
issued thereunder, nor will the Airline take, or persist in, any
action or omission which may cause the interest on the tax-exempt
Bonds not to be excludable from the gross income of the holders
thereof for Federal income tax purposes.

19.15      Prohibition Against Exclusive Rights.   It  is  hereby
specifically understood and agreed that nothing herein  contained
shall  be  construed  to grant or authorize the  granting  of  an
exclusive right to provide aeronautical services to the public as
prohibited by Section 308(a) of the Federal Aviation Act of 1958,
as  amended,  and the Authority reserves the right  to  grant  to
others  the  privileges  and  right  of  conducting  any  or  all
activities of an aeronautical nature.

19.16      Airline  Mergers and Consolidations.  If  the  Airline
consolidates with or merges into another corporation  or  permits
one  or more other corporations to consolidate with or merge into
it,  or  transfers  or conveys all or substantially  all  of  its
property,  assets  and  licenses  to  another  corporation,   the
corporation  resulting from or surviving such  merger  (if  other
than  the  Airline) or consolidation or the corporation to  which
such transfer or conveyance is made shall (i) expressly assume in
writing  and  agree  to perform all of the Airline's  obligations
hereunder,  (ii) be qualified to do business in the  Commonwealth
of Virginia, and (iii) if such corporation shall not be organized
and  existing under the laws of the United States of  America  or
any  state  or  territory thereof or the  District  of  Columbia,
furnish  to  the Authority an irrevocable consent to  service  of
process  in,  and  to  the jurisdiction of  the  courts  of,  the
Commonwealth of Virginia with respect to any action or  suit,  in
law  or  at  equity,  brought by the  Authority  to  enforce  the
Agreement.  If the Airline is the surviving corporation in such a
merger,  the  express  assumption referred to  in  the  preceding
sentence shall not be required.

19.17      No Third Party Beneficiaries.  This Agreement  is  for
the benefit of the parties hereto only and is not intended to and
shall  not create any rights in or confer any benefits  upon  any
person  or  entity (including any other Signatory Airline)  other
than the parties hereto.

19.18      Distribution of Funds Upon Termination.   All  amounts
remaining  in  any  fund or account, including any  debt  service
reserve,  established under any Indenture  entered  into  by  the
Authority shall be distributed or applied in accordance with  the
provisions of the Indenture under which such fund or account  was
established.    All  amounts  in  any  other  fund   or   account
established   in   connection  with  this  Agreement   shall   be
distributed to the Authority, which may use such amounts for  any
lawful purpose.

19.19      The  Airline  hereby irrevocably elects  (binding  the
Airline  and all successors-in-interest under the Agreement)  not
to  claim depreciation or any investment tax credit with  respect
to  any  Project or Additional Project financed with the proceeds
of Bonds.

19.20     Notices.  Except as specifically provided elsewhere  in
this  Agreement,  any notice given under the provisions  of  this
Agreement  shall be in writing and shall be delivered  personally
or sent by certified or registered mail, postage prepaid --
                
                To Authority:General Manager
                             Metropolitan Washington Airports
                Authority
                             44 Canal Center Plaza
                             Alexandria, Virginia 22314
                
                To Airline:

or  to  such  other  respective  addresses  as  the  parties  may
designate to each other in writing from time to time.  Notice  by
certified or registered mail shall be deemed given three (3) days
after  the date that such notice is deposited in a United  States
Post Office.

19.21     Governing Law.  This Agreement shall be governed by and
in accordance with the laws of the Commonwealth of Virginia.

19.22     Venue.  To the extent allowed by law, the venue for any
action  arising  from this Agreement shall be  Arlington  County,
Virginia, for National Airport and Loudoun County, Virginia,  for
Dulles Airport.

19.23      Capacity  to Execute.  The individuals executing  this
Agreement  personally warrant that they have  full  authority  to
execute  this Agreement on behalf of the Airline or the Authority
as the case may be.

19.24      Execution.  The parties hereto acknowledge  that  they
have  thoroughly read this Agreement, including any  exhibits  or
attachments   hereto  and  have  sought  and  received   whatever
competent  advice and counsel was necessary for them  to  form  a
full  and  complete understanding of all rights  and  obligations
herein.   The parties further acknowledge that this Agreement  is
the  result  of  extensive negotiations between the  parties  and
shall  not  be construed against the Authority by reason  of  the
preparation of this Agreement by the Authority.

19.25      Clear  Title.   The Authority covenants  that  at  the
granting  and  delivery of this Agreement, it has the  right  and
authority  to lease the Premises and Equipment to the Airline  as
set forth in this Agreement.

19.26      Binding Effect.  The terms, conditions, and  covenants
of  this  Agreement shall inure to the benefit of, and be binding
upon,  the parties hereto and upon their successors, assigns  and
sublessees, if any.  This provision shall not constitute a waiver
of any conditions regarding assignment or subletting contained in
this Agreement.

19.27      Entirety  of  Agreement The parties  agree  that  this
Agreement  sets forth the entire Agreement between  the  parties,
and that there are no promises or understandings other than those
stated  herein.  Except as otherwise provided in this  Agreement,
none  of the provisions, terms, and conditions contained in  this
Agreement  may  be added to, modified, superseded,  or  otherwise
altered,  except by written instrument executed  by  the  parties
hereto.
     
     IN WITNESS WHEREOF, this Airport Use Agreement and Premises
Lease is duly executed by the AUTHORITY and WESTAIR COMMUTER
AIRLINES as of the dates shown below, intending themselves to be
legally bound hereby.
                                 
                                 WESTAIR COMMUTER AIRLINES
                                 
                                 
                                 
                                 By:
                                 Title:
                                 Date:
                                 
                                 
                                 
                                 METROPOLITAN WASHINGTON
                                 AIRPORTS AUTHORITY
                                 
                                 
                                 
                                 By:
                                         General Manager
                                                 
                                 Date:
     
     
                                
                     SECRETARY'S CERTIFICATE
     
     I, __________________________________, certify that I am the
Secretary of the Corporation named as Airline herein; that
__________________________________, who signed this Agreement on
behalf of the Airline was then ______________________________ of
said Corporation; that said Agreement was duly signed for in
behalf of said Corporation by authority of its governing body,
and within the scope of its corporate powers.
                                 
                                 
                                 
                                 _______________________________
                                 ______
                                 (Secretary's Signature
                                 
                                 
                                                 
                                         (Corporate Seal)

WA990750.097/2+
     WHEREAS, the METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

(hereinafter referred to as the "Authority") and WESTAIR COMMUTER

AIRLINES (hereinafter referred to as the "Airline") have entered

into Agreement No. 4-90-A040, providing for the use of facilities

and lease of space at Washington National Airport and Washington

Dulles International Airport; and

     WHEREAS, a prior agreement between the Authority and other

airlines operating at Washington Dulles expires by its own terms

on December 31, 1990, and certain passenger boarding gates and

other premises revert to the Authority and become available for

lease; and

     WHEREAS, the Airline has been utilizing one of the passenger

gates under a sublease with another airline, and desires to

continue the lease of the premises from the Authority; and

     WHEREAS, the Authority agrees to lease the premises to the

boarding Airline.

     NOW, THEREFORE, the Parties hereto agree as follows:

     
     As provided for in subparagraph 6.05, Modification of
Premises, Area E-270, consisting of 1,459 square feet of space
and known as the Gate A-i Hold Room, is added to the Airline's
leased premises at Washington Dulles, effective January 1, 1991,
as shown on the attached Exhibits D-B-1A and D-B-1, p.10.
     All other terms and conditions of the Agreement remain

unchanged.

     IN WITNESS WHEREOF, the Parties hereto have executed this

Amendment as of the dates shown below.

          
          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
          
          
          
          By
          
               Charles C. Erhard, Manager
          
               Finance and Administration Division
               Washington Dulles International Airport
          
          Date
          
          WESTAIR COMMUTER AIRLINES
          
          
          
          By
          
          
          
          Title
          
          
          
          Date
     

                                
                     SECRETARY'S CERTIFICATE
     I, ___________________, certify that I am the secretary of

the corporation named as the Airline herein; that

___________________, who signed this amendment on behalf of the

Airline, was then _________________ of said corporation; that

said amendment was duly signed for and on behalf of said

corporation by authority of its governing body, and is within the

scope of its corporate powers.

     

                        
                        ______________________________
                        (Corporate Seal)
                        Secretary's Signature
     

                              
         METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
           WASHINGTON DULLES INTERNATIONAL AIRPORT
                  AIRLINE PREMISES EXHIBIT

The following space is leased to ATLANTIC COAST AIRLINES,  a
division  of WESTAIR COMMUTER AIRLINES, as provided  for  in
this Agreement:
                                                            
                      PAP (P)              RENTAL RATE      
                                 SQUARE                     
AREA/NUMBER/PURPOSE      or                PER SQUARE    ANNUAL
                                  FEET        FOOT          
                      TAP (T)                              RATE
                                             PER ANNUM      
                                                         
                                                         

Type  2  Space - Ticket Offices; Administrative and Upper  Level
Offices; VIP Rooms; Hold Rooms
                                                         
                                                         
                                                         
Exhibit D-B-1, p.5                                       
                                                         
                                                         
                                                                
W-200                    T         169                          
Administrative
Office
                                                                
W-201                    T         213                          
Administrative
Office
                                                                
W-202                    T         260                          
Administrative
Office
                                                                
W-203                    T          84                          
Administrative
Office
                                                                
W-210    Gate   A-11     T       1,833                          
Hold Room
                                                                
W-220    Gate   A-12             1,833                          
Hold Room
                                                                
                                                                
                                                                
Exhibit D-B-1, p.10                                             
                                                                
                                                                
                                                                
E-270  Gate A-1 Hold     T       1,459                          
Room
                                                                
                                                                
                                                                
    TOTAL   Type   2             5,851    $ 83.37        $487,79
Space                                                       7.87
                                                                
                                                                
                                                                
                      TOTAL   ANNUAL  RENTAL  EFFECTIVE  $487,79
                      1/1/91:                               7.87
                                                                
                                                                
                                                                
                      TOTAL  MONTHLY  RENTAL  EFFECTIVE        $
                      1/1/91:                            40,649.
                                                              82



     THIS AMENDMENT NO. 2 is made effective as of January 1,

1992, by and between the METROPOLITAN WASHINGTON AIRPORTS

AUTHORITY ("Authority") and ATLANTIC COAST AIRLINES, a

California corporation with its principal office in

Sterling, Virginia ("ACAI"), and ATLANTIC COAST AIRLINES, a

Delaware corporation, with its principal office in Sterling,

Virginia ("ACA") (collectively referred to in this Amendment

as the ("Airline") to Agreement No. 4-90-A040 (the

"Agreement").

     WHEREAS, the Agreement provides that the Airline lease

the aircraft parking positions connected to the preferential

use holdrooms leased by the Airline under the Agreement.

     NOW, THEREFORE, the Parties hereto agree as follows:

     
     As provided for in Article 8.04, Aircraft Parking
Position Charges and Dulles Jet Apron Fees, the preferential
use aircraft parking positions for Gates A-1, A-11, and A-
12, all narrow-bodied aircraft positions, are added to the
Airline's leased premises at Washington Dulles, effective
January 1, 1992, as shown on the attached Exhibit D-B-1A and
Exhibit D-B-1, p.5 and 10.
     All other terms and conditions of the Agreement remain

unchanged.

     WITNESS the following signatures:

          
          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
          
          
          
          By
          
               Charles C. Erhard, Manager
               Finance and Administration Division
               Washington Dulles International Airport
          
          ATLANTIC COAST AIRLINES,
          a California Corporation
          
          By
          
          
          
          Title
     

                              
                   SECRETARY'S CERTIFICATE
     I, ___________________, certify that I am the Ass't.

secretary of the corporation named as Atlantic Coast

Airlines, Inc., herein; that ___________________, who signed

this amendment on behalf of the Airline, was then

_________________ of said corporation; that said amendment

was duly signed for and on behalf of said corporation by

authority of its governing body, and is within the scope of

its corporate powers.

     

                        
                        ______________________________
                        (Corporate Seal)
                        Secretary's Signature
     

          
          ATLANTIC COAST AIRLINES,
          a California Corporation
          
          By
          
          
          
          Title
     

                              
                   SECRETARY'S CERTIFICATE
     I, ___________________, certify that I am the Ass't.

secretary of the corporation named as Atlantic Coast

Airlines, Inc., herein; that ___________________, who signed

this amendment on behalf of the Airline, was then

_________________ of said corporation; that said amendment

was duly signed for and on behalf of said corporation by

authority of its governing body, and is within the scope of

its corporate powers.

     

                        
                        ______________________________
                        (Corporate Seal)
                        Secretary's Signature
     

                              
         METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
           WASHINGTON DULLES INTERNATIONAL AIRPORT
                  AIRLINE PREMISES EXHIBIT

The following space is leased to ATLANTIC COAST AIRLINES  as
provided for in this Agreement:
                                                            
                      PAP (P)             RENTAL RATE       
                                 SQUARE                     
AREA/NUMBER/PURPOSE      or                PER SQUARE    ANNUAL
                                  FEET        FOOT          
                      TAP (T)                              RATE
                                               PER          
                                             ANNUM
                                                        
                                                        

Type  2  Space - Ticket Offices; Administrative and Upper  Level
Offices; VIP Rooms; Hold Rooms
                                                        
                                                        
                                                        
Exhibit D-B-1, p.5                                      
                                                        
                                                        
                                                                
W-200                    T         169                          
Administrative
Office
                                                                
W-201                    T         213                          
Administrative
Office
                                                                
W-202                    T         260                          
Administrative
Office
                                                                
W-203                    T          84                          
Administrative
Office
                                                                
W-210    Gate   A-11     T       1,833                          
Hold Room
                                                                
W-220    Gate   A-12             1,833                          
Hold Room
                                                                
                                                                
                                                                
Exhibit D-B-1, p.10                                             
                                                                
                                                                
                                                                
E-270  Gate A-1 Hold     T       1,459                          
Room
                                                                
                                                                
                                                                
    TOTAL   Type   2             5,851    $ 61.99        $362,70
Space                                                       3.49
                                                                
                                                                
                                                                
Aircraft     Parking                                            
Positions
                                                                
                                                                
                                                                
Exhibit D-B-1, p.5                                              
                                                                
                                                                
                                                                
Gate   A-11  Narrow-     T                               $13,750
body                                                         .32
                                                                
Gate   A-12  Narrow-     T                               $13,750
body                                                         .32
                                                                
                                                                
                                                                
Exhibit D-B-1, p.10                                             
                                                                
                                                                
                                                                
Gate   A-1   Narrow-     T                               $13,750
body                                                         .32
                                                                
                                                                
                                                                
    TOTAL   Aircraft   Parking                           $41,250
Position Charges                                             .96
                                                                
                                                                
                                                                
                      TOTAL  ANNUAL  RENTAL  EFFECTIVE   $403,95
                      1/1/91:                               4.45
                                                                
                                                                
                                                                
                      TOTAL  MONTHLY RENTAL  EFFECTIVE         $
                      1/1/91:                            33,662.
                                                              87
     













Mr. Barron Beneski
Atlantic Coast Airlines
1 Export Drive
Sterling, VA  22170

Dear Mr. Beneski:

     Enclosed is proposed Amendment No. 3 to Agreement No.
4-90-A040 providing for the lease of the Gate A-2 passenger
holdroom and the associated aircraft parking position at
Washington Dulles.

     Please have three copies of the amendment signed, your
Secretary's Certificate completed, and return the copies to
me.  The extra copy is for your file.  When the amendment is
executed on behalf of the Authority, a fully executed copy
will be returned to you.

     If you have any questions about this issue, please call
James Flanagan of my staff on 703-661-2911.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosures

KWM:lge

MA-230A:JMFlanagan & MA-232:DSMorris:lge:661-2911:4/13/93
Ltr revised per MA-7:DMorris:lge:661-2907:6/14/93
cc:  MA-1/2, 20, 22(Wenneson) w/enc., 50, 53 w/enc.,
     130 w/enc.,
     200(2), 230
(WP.Jim-1--AM3-A040.con)
          THIS AMENDMENT NO. 3 is made effective as of April

1, 1993, by and between the METROPOLITAN WASHINGTON AIRPORTS

AUTHORITY ("Authority") and ATLANTIC COAST AIRLINES, INC., a

California corporation with its principal office in

Sterling, Virginia ("ACAI"), and ATLANTIC COAST AIRLINES, a

Delaware corporation, with its principal office in Sterling,

Virginia ("ACA") (collectively referred to in this Amendment

as the "Airline") to Agreement

No. 4-90-A040 (the "Agreement") as amended on January 10,

1992.

          WHEREAS, the Airline desires to lease an

additional passenger boarding gate and associated aircraft

parking position to handle an increase in its operations at

Washington Dulles; and

          WHEREAS, the Authority agrees to lease such space

and gate, which had previously been designated as airline

common use assigned premises, to the Airline.

          NOW, THEREFORE, the Parties hereto agree as

follows:

          As provided for in subparagraph 6.05, Modification
of Premises, Area E-260, consisting of 1,877 square feet of
space and known as the Gate A-2 Hold Room, and Aircraft
Parking Position A-2, a narrow-body aircraft position, is
added to the Airline's leased premises at Washington Dulles,
effective April 1, 1993, as shown on the attached Exhibits D-
B-1A and D-B-1, p.10.

          All other terms and conditions of the Agreement
remain

unchanged.













Amendment No. 3
Agreement No. 4-90-A040
Page 1 of 3 Pages
          WITNESS the following signatures:

          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


          By
               Charles C. Erhard, Manager
               Finance and Administration Division
               Washington Dulles International Airport



          ATLANTIC COAST AIRLINES, INC.
          a California Corporation


          By

          Title




                    SECRETARY'S CERTIFICATE

          I,                          , certify that I am

the secretary of the corporation named as Atlantic Coast

Airlines, Inc., herein; that                          , who

signed this amendment on behalf of the Airline was then

of said corporation; that said amendment was duly signed for

and on behalf of said corporation by authority of its

governing body, and is within the scope of its corporate

powers.



                                           (Corporate Seal)
                     Secretary's Signature










Amendment No. 3
Agreement No. 4-90-A040
Page 2 of 3 Pages
          ATLANTIC COAST AIRLINES
          a Delaware Corporation


          By

          Title




                    SECRETARY'S CERTIFICATE

          I,                          , certify that I am

the secretary of the corporation named as Atlantic Coast

Airlines herein; that                          , who signed

this amendment on behalf of the Airline was then

of said corporation; that said amendment was duly signed for

and on behalf of said corporation by authority of its

governing body, and is within the scope of its corporate

powers.



                                           (Corporate Seal)
                     Secretary's Signature



     THIS AMENDMENT NO. 4 is made effective as of May 1,

1994, by and between the METROPOLITAN WASHINGTON AIRPORTS

AUTHORITY ("Authority") and ATLANTIC COAST AIRLINES, INC., a

California corporation with its principal office in

Sterling, Virginia ("ACAI"), and ATLANTIC COAST AIRLINES, a

Delaware corporation, with its principal office in Sterling,

Virginia ("ACA") (collectively referred to in this Amendment

as the "Airline").

     WHEREAS, the Authority has constructed an unenclosed,

covered baggage sort facility which the Airline desires to

lease to support its operations at Washington Dulles; and

     WHEREAS, the Authority desires to develop a portion of

the Airline's Gate A-11 passenger holdroom for use as a food

and beverage concession area, and agrees to reduce the

Airline's leased premises to reflect this change.

     NOW, THEREFORE, the Parties hereto agree as follows:

     As provided for in subparagraph 6.06, Modification of
Premises, the following changes are made to the Airline's
leased premises at Washington Dulles, effective May 1, 1994,
as shown on the attached Exhibits D-B-1A (IAD) and D-B-1,
pages 5 and 16a:
     
     1.   Add Area TB-400 consisting of 9,979 square feet of
Type 6 unenclosed, covered space for a baggage sort
facility.
     
     2.   Add Area TB-401, consisting of 7,258 square feet
of Type 7 uncovered equipment storage area adjacent to the
baggage sort facility.
     
     3.   Reduce the size of Type 2 Holdroom W-210 by
127 square feet to 1,706 square feet, for use as a food and
beverage concession area.
     
     All other terms and conditions of the Agreement remain
unchanged.
     


     IN WITNESS WHEREOF, the Parties hereto have executed
this Amendment as of the dates shown below.
     
     
     METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
     
     
     By _________________________________________________
          Charles C. Erhard, Manager
          Finance and Administration Division
          Washington Dulles International Airport
     
     Date _______________________________________________
     
     
     ATLANTIC COAST AIRLINES, INC.
     a California Corporation
     
     
     By _________________________________________________
     
     Title ________________________________________________
     
     
     Date ________________________________________________
     
     
                   SECRETARY'S CERTIFICATE

     I, _______________________, certify that I am the Chief

Financial Officer of the corporation named as Atlantic Coast

Airlines, Inc., herein; that Kerry Skeen, who signed this

amendment on behalf of the Airline was then President of

said corporation; that said amendment was duly signed for

and on behalf of said corporation by authority of its

governing body, and is within the scope of its corporate

powers.

               _________________________ (Corporate Seal)
               Chief Financial Officer & Assistant
Secretary's Signature


         METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
           WASHINGTON DULLES INTERNATIONAL AIRPORT
                  AIRLINE PREMISES EXHIBIT

The following space is leased to ATLANTIC COAST AIRLINES as
provided for in this Agreement:

                         PAP (P)                     RENTAL
RATE
                           or   SQUARE  PER SQURE FOOT
ANNUAL
AREA NUMBER/PURPOSE      TAP (T)        FEET PER ANNUM
RENTAL

Type 2 Space -           Ticket Offices; Administrative and
Upper Level Offices;
          VIP Rooms; Holdrooms

Exhibit D-B-1, p.5

W-200 Administrative Office     T         169
W-201 Administrative Office     T         213
W-202 Administrative Office     T         260
W-203 Administrative Office     T          84
W-210 Gate A-11 Holdroom        T       1,706
W-220 Gate A-12 Holdroom        T       1,833

Exhibit D-B-1, p.10

E-260 Gate A-2 Holdroom  T      1,877
E-270 Gate A-1 Holdroom  T      1,459

      TOTAL Type 2 Space        7,601   $65.25
$495,965.25

Type 6 Space - Unenclosed Covered Area

Exhibit D-B-1, p.16a

Area TB-400 Baggage Sort Facility       T    9,979

      TOTAL Type 6 Space        9,979   $4.58
$45,703.82

Type 7 Space - Uncovered Equipment Storage Area

Exhibit D-B-1, p.16a

Area TB-401 Baggage Equipment
      Staging Area       T      7,258

      TOTAL Type 7 Space        7,258   $1.15
$8,346.70

Aircraft Parking Positions

Exhibit D-B-1, p.5

Gate A-11 Narrow-body    T
$18,103.00
Gate A-12 Narrow-body    T
$18,103.00

Exhibit D-B-1, p.10

Gate A-1 Narrow-body     T
$18,103.00
Gate A-1 Narrow-body     T
$18,103.00

      TOTAL Aircraft Parking Charges
$72,412.00

      TOTAL ANNUAL RENTAL EFFECTIVE 5/1/94:
$622,427.77
      TOTAL MONTHLY RENTAL EFFECTIVE 5/1/94:         $
51,868.98

                              










Ms. Amy L. Patterson
Manager, Properties and Facilities
Atlantic Coast Airlines
1 Export Drive
Sterling, VA  22170

Dear Ms. Patterson:

     Enclosed is proposed Amendment No. 5 to Agreement No. 4-
90-A040, providing for the lease of operations building
space at Washington Dulles.

     Please have three copies of the amendment signed, the
Secretary's Certificate completed, and return the copies to
me.  Upon execution by the Authority, a fully executed copy
will be returned to you.  The extra copy is for your files.

     If you have any questions about this issue, please call
James Flanagan of my staff
on 703-572-2911.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosure (4)

KWM:lge

MA-230A:JMFlanagan:lge:572-2911:12/13/96      (WP61WIN--
H:\JMF\AM5-A040.CON)
cc:  MA-1/2, -4 w/enc., -22(Wenneson) w/enc., -130 w/enc., -
     200(2), 230












THIS AMENDMENT NO. 5 is made effective as of December 1, 1996, by
     and between the METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
     ("Authority") and ATLANTIC COAST AIRLINES, INC., a California
     corporation with its principal office in Sterling, Virginia
     ("ACAI"), and ATLANTIC COAST AIRLINES, a Delaware
     corporation, with its principal office in Sterling, Virginia
     ("ACA") (collectively referred to in this Amendment as the
     "Airline").
          WHEREAS, the Airline desires to lease operations

building Premises at Washington Dulles.

          NOW, THEREFORE, the Authority and the Airline

hereto agree as follows:

          1.   As provided for in Section 6.05, Modification
of Premises, the Airline's Premises are amended, effective
December 1, 1996, to add Area BR-201C and a 13.3 percent share
of Joint Use Areas BR-200 and BR-210, containing a total of
1,130 square feet of space, as shown on the enclosed Exhibit D-
B-1, page 11A.  The enclosed Exhibit D-B-1A, dated December 1,
1996, reflects this change and replaces Exhibit D-B-1A, dated
October 1, 1996.

          2.   In accordance with paragraph 7.01.5,, the
Airline agrees to be responsible for:

               a.   Interior maintenance, including janitorial
services, for the joint use utility, hallway, and restroom
premises Areas BR-200 and BR-210, in common with the other
tenants leasing space in the Bravo Ramp operations building.

               b.   Maintenance and repair of the heating,
ventilation, and air-conditioning (HVAC) production and
distribution system exclusively servicing Area BR-201C,
in common with the other tenants leasing space in Areas BR-
201B and BR-201A.

          All other terms and conditions of the Agreement
remain unchanged.











Amendment No. 5
Agreement No. 4-90-A040
Page 1 of 2 Pages

          IN WITNESS WHEREOF, the Parties hereto have
executed this Amendment as

of the dates shown below.


          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


          By
               Charles C. Erhard, Manager
               Finance and Administration Division
               Washington Dulles International Airport

          Date


          ATLANTIC COAST AIRLINES, INC.
          a California Corporation


          By

          Title

          Date
                    SECRETARY'S CERTIFICATE

          I,

, certify that I am the secretary of the corporation named

as Atlantic Coast Airlines, Inc., herein; that

          

          , who signed this Amendment on behalf of the Airline was

then                                             of said

corporation; that said Amendment was duly signed for and on

behalf of said corporation by authority of its governing

body, and is within the scope of its corporate powers.

                    
                    (Corporate Seal)
                     Secretary's Signature












Ms. Amy L. Patterson
Manager, Properties and Facilities
Atlantic Coast Airlines
1 Export Drive
Sterling, VA  22170

Dear Ms. Patterson:

     Enclosed is proposed Amendment No. 6 to Agreement No. 4-
90-A040, providing for the deletion of your baggage sort
building and the associated equipment staging area.  As
previously agreed, the Authority is demolishing the building
and the area will be restored for aircraft parking use.

     Please have three copies of the amendment signed, the
Secretary's Certificate completed, and return the copies to
me.  Upon execution by the Authority, a fully executed copy
will be returned to you.  The extra copy is for your files.

     If you have any questions about this issue, please call
James Flanagan of my staff
on 572-2911.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosure (4)

KWM:lge

MA-230A:JMFlanagan:lge:572-2911:7/1/97      (WP61--
H:\JMF\AM6-A040.CON)
cc:  MA-1/2, -4 w/enc., -22(Wenneson) w/enc., -130 w/enc., -
     200(2), 230
          

          THIS AMENDMENT NO. 6 is made effective as of

July 1, 1997, by and between the METROPOLITAN WASHINGTON

AIRPORTS AUTHORITY ("Authority") and ATLANTIC COAST

AIRLINES, INC., a California corporation with its principal

office in Sterling, Virginia ("ACAI"), and ATLANTIC COAST

AIRLINES, a Delaware corporation, with its principal office

in Sterling, Virginia ("ACA") (collectively referred to in

this Amendment as the "Airline").

          WHEREAS, the Authority and the Airline have agreed

to demolish an unenclosed, covered baggage sort facility

which has been leased to the Airline, to provide additional

aircraft parking area.

          NOW, THEREFORE, the Authority and the Airline

hereto agree as follows:

          1.   As provided in Section 6.05 of the Agreement,
the Airline's Premises are amended, effective July 1, 1997, to
delete Area TB-400, containing 9,979 square feet of Type 6
covered space, and Area TB-401, containing 7,258 square feet
of Type 7 uncovered space.
The enclosed Exhibit D-B-1A (IAD), dated July 1, 1997,
reflects this change and replaces
Exhibit D-B-1A (IAD), dated December 1, 1996.

          All other terms and conditions of the Agreement
remain unchanged.



















Amendment No. 6
Agreement No. 4-90-A040
Page 1 of 2 Pages
IN WITNESS WHEREOF, the Parties hereto have executed this
Amendment as

of the dates shown below.


          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


          By
               Charles C. Erhard, Manager
               Finance and Administration Division
               Washington Dulles International Airport

          Date


          ATLANTIC COAST AIRLINES, INC.
          a California Corporation


          By

          Title

          Date

                    SECRETARY'S CERTIFICATE

          I,

, certify that I am the secretary of the corporation named

as Atlantic Coast Airlines, Inc., herein; that

          

          , who signed this Amendment on behalf of the Airline was

then                                               of said

corporation; that said Amendment was duly signed for and on

behalf of said corporation by authority of its governing

body, and is within the scope of its corporate powers.

                    
                    (Corporate Seal)
                     Secretary's Signature



Ms. Amy L. Patterson
Manager, Properties and Facilities
Atlantic Coast Airlines
515A Shaw Road
Dulles, VA   20166

Dear Ms. Patterson:

     Enclosed is proposed Amendment No. 7 to Agreement No. 4-
90-A040, providing for the lease of unimproved operations
building premises at Washington Dulles.  As you discussed
with my staff, we anticipate these premises will be replaced
when alternative premises become available next year.

     Please have three copies of the amendment signed, the
Secretary's Certificate completed, and return the copies to
me.  Upon execution by the Authority, a fully executed copy
will be returned to you.  The extra copy is for your files.

     If you have any questions about this issue, please call
James Flanagan of my staff
on 572-2911.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosure (4)

KWM:lge

MA-230A:JMFlanagan:lge:572-2911:10/24/97      (WP61--
H:\JMF\AM7-A040.CON)
cc:  MA-1/2, -4 w/enc., -22(Wenneson) w/enc., -130 w/enc., -
     200(2), 230

THIS AMENDMENT NO. 7 is made effective as of November 1, 1997, by
     and between the METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
     ("Authority") and ATLANTIC COAST AIRLINES, a California
     corporation with its principal office in Sterling, Virginia
     ("ACA"), and ATLANTIC COAST AIRLINES, INC., a Delaware
     corporation with its principal office in Sterling, Virginia
     ("ACAI") (collectively referred to in this Amendment as the
     "Airline").
          WHEREAS, the Airline desires to lease certain

unimproved operations building premises at Washington

Dulles, and the Authority agrees to such lease, subject to

the conditions described below.

          NOW, THEREFORE, the Parties hereto agree as

follows:

          1.   As provided for in subparagraph 6.05,
Modification of Premises, Bravo Ramp Operations Building
Area BR-107, consisting of 1,833 square feet of Exclusive Use
Premises, and a 23.7 percent share of Areas BR-100 through BR-
110, consisting of 179 square feet of Joint Use Premises, are
added to the Airline's premises at Washington Dulles effective
November 1, 1997, as shown on the enclosed Exhibit D-B-1,
p.11A.  The enclosed
Exhibit D-B-1A, dated November 1, 1997, reflects this change
and replaces Exhibit D-B-1A, dated July 1, 1997.

          2.   The lease of these premises may be canceled by
either Party by providing the other Party with 30 days advance
written notice, subject to the availability and lease of
alternative replacement premises.

          3.   The Exclusive Use Premises are in a shell
finish condition.  The Authority agrees to allow the Airline
to occupy the premises in such condition, provided the
premises are used only for the storage of aircraft maintenance
equipment and components, and other nonflammable, low hazard
group S-2 classification materials.  The Airline will be
responsible for custodial maintenance of the restrooms and
other Joint Use Premises, in common with other tenants who may
occupy the building, and shall be responsible for maintenance
of existing electrical and mechanical equipment and fixtures
in the Exclusive Use Premises.

          All other terms and conditions of the Agreement
remain unchanged.







Amendment No. 7
Agreement No. 4-90-A040
Page 1 of 2 Pages

          IN WITNESS WHEREOF, the Parties hereto have
executed this Amendment as

of the dates shown below.


          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


          By
               Charles C. Erhard, Manager
               Finance and Administration Division
               Washington Dulles International Airport

          Date


          ATLANTIC COAST AIRLINES
          a California Corporation
                    and
          ATLANTIC COAST AIRLINES, INC,
          a Delaware Corporation

          By

          Title

          Date



                    SECRETARY'S CERTIFICATE

          I,                                               ,

certify that I am the secretary of the corporation named

herein; that

, who signed this Amendment on behalf of the Airline was

then

of said corporation; that said Amendment was duly signed for

and on behalf of said corporation by authority of its

governing body, and is within the scope of its corporate

powers.


                    
                    (Corporate Seal)
                     Secretary's Signature


                       AMENDMENT NO. 8

                 TO AGREEMENT NO. 4-90-A040

                           BETWEEN

         METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

                 AND ATLANTIC COAST AIRLINES



     WHEREAS, the Metropolitan Washington Airports Authority

("Authority") and ATLANTIC COAST AIRLINES, a California

corporation with its principal office in Sterling, Virginia

("ACA"), and ATLANTIC COAST AIRLINES HOLDINGS, INC., a

Delaware corporation with its principal office in Sterling,

Virginia ("ACAI") (collectively referred to as the

"Airline"), have entered into Agreement No. 4-90-A040

("Agreement") providing for the use and lease of facilities

at Washington Dulles International Airport; and

     WHEREAS, the Airline desires to lease and use Premises

including holdrooms, operations space, offices, and Aircraft

Parking Positions suitable for use by a Regional/Commuter

Air Carrier; and

     WHEREAS, the Authority is willing to plan, finance,

design, construct, operate, and maintain a Regional

Concourse and aircraft parking apron for the Airline at

Washington Dulles International Airport under the terms and

conditions of the Agreement and as expressed herein; and

          WHEREAS, the Airline is willing to facilitate the

Project, as defined herein, and, in order to induce the

Authority to undertake the development of the Regional

Concourse and aircraft parking apron is willing to lease

Premises in the Regional Concourse along with the associated

Aircraft Parking Positions under the terms and conditions of

the Agreement and such other terms as expressed herein;

     NOW, THEREFORE, in consideration of the preceding, and

the fees, charges, covenants and agreements contained

herein, the Authority and the Airline (the "Parties") agree

to amend Agreement No. 4-90-A040 as follows:

     1.   The Project. The Project for purposes of this

Amendment No. 8 consists of the Regional Concourse and

adjacent aircraft apron paving and related improvements.

          a.   The Authority will undertake and use its best

efforts to plan, finance, design, construct, equip, operate

and maintain an approximate 68,100 square foot Regional

Concourse with 36 gates that is suitable for the operation

of Regional/Commuter Air Carriers at Washington Dulles

International Airport.  The Regional Concourse, as described

in Attachment A, will include facilities for accommodating

the enplaning and deplaning of passengers and baggage and

include concessions and other facilities and services for

the public.  Construction of the Regional Concourse is

expected to be substantially complete by September 1999.

          b.   In conjunction with the Regional Concourse,

the Authority will plan, finance, design and construct an

aircraft parking apron adequate for the movement and parking

of up to 36 regional/commuter aircraft using the Regional

Concourse.  Construction of the aircraft parking apron is

expected to be substantially complete by September 1999.

See Attachment A.

     2.   The Airline Covenants.

          a.   The Airline agrees that the Regional Concourse will be

               an Additional Project in Airline Supported Areas and that as

               such, the Authority cannot proceed with the Regional

               Concourse unless and until the provisions of Section 10.05.4

               of the Agreement are met.



          b.   The Airline hereby covenants that it will

support the Authority in its efforts to undertake and

complete the Regional Concourse and that the Airline will

take all action necessary or appropriate so that the

Authority can proceed in a timely manner to complete the

Regional Concourse as an Additional Project in an Airline

Supported Area.

          c.   The Airline hereby commits to lease from the

Authority, and take possession of, the leasable Premises in

the Regional Concourse and the associated Aircraft Parking

Positions offered to it by the Authority on the Substantial

Completion Date of the Project for the duration of the

Agreement which shall not be less than 80 percent of the

leasable Premises in the Regional Concourse along with the

associated Aircraft Parking Positions.  The Regional

Concourse is in the Airline Supported Areas at Washington

Dulles International Airport.

     3.   Fitout of Space in the Regional Concourse.

          a.   Consistent with paragraph 1 above, the Authority will

               furnish or contract to furnish all labor, materials,

               equipment and furnishings to fitout and furnish the public

               areas of the Regional Concourse, including: a) the gate

               holdrooms with public area seating, carpeting, public

               address system, and podium casework; b) the public

               corridors, stairways, elevators, and restrooms; MUFIDS, and

               security equipment and cabling; canopies and walkways

               leading to the Aircraft Parking Positions; conduit and plugs

               for ground power units; and d) through its concessionaires

               the concession areas.

          b.   The Authority shall give written notice to

          the Airline of the estimated Substantial

          Completion Date of the Project at least one

          hundred and twenty (120) days prior to that date.

          Upon receipt of the notice of the estimated

          Substantial Completion Date, the Airline will be

          allowed to commence installation of its own

          equipment and furnishings and otherwise fitout and

          furnish its exclusively leased club, office, and

          operations Premises in the Regional Concourse.

     4.   Authority not liable for delay.  If there is any

delay in the completion of the Project which delays the use

of the Regional Concourse by the Airline beyond the

estimated Substantial Completion Date, the Authority shall

not be liable to the Airline for failure to complete the

Project or deliver possession of the Premises on the

estimated Substantial Completion Date.  The Authority will

notify the Airline of any change in the estimated

Substantial Completion Date and the Airline's obligations

will remain as agreed to herein with the changed estimated

Substantial Completion Date.  Failure by the Airline to

complete the fitout and furnishing of its exclusively leased

Premises shall not delay the Substantial Completion Date for

purposes of paragraph 6, below.

     5.   Substantial Completion Date.  On the Substantial

Completion Date of the Project, the date of which, unless

changed by mutual agreement, shall not be sooner than one

hundred and twenty (120) days after the notice given in

paragraph 3.b. above, the following shall occur:

          a.   The lease of the Premises in the Regional

Concourse and associated Aircraft Parking Positions offered

to the Airline shall become effective.  Exhibit D-B-1 and

D-B-1A shall be deemed amended to add the Airline's Premises

and associated Aircraft Parking Positions under the

Agreement and all of the provisions, rights, privileges,

obligations including rental charges and other fees, terms

and conditions of the Agreement as amended shall apply.

b.   Provided that the Airline has otherwise satisfied all

of its requirements for the Authority to issue a certificate

of public occupancy, the Airline may occupy its Premises in

the Regional Concourse and associated Aircraft Parking

Positions for purposes of conducting its Air Transportation

Business.  The Airline's failure to satisfy all of its

requirements for the Authority to issue a certificate of

public occupancy shall not delay the effective date of the

lease of Premises in the Regional Concourse and associated

Aircraft Parking Positions.

     6.   Rates and Charges.

          a.   For purposes of determining rates and charges

under Section 8.03 of the Agreement, the Regional Concourse

will be a separate cost Sub-Center ("Regional Concourse Sub-

Center").  Other than those costs paid for with PFC revenue,

all costs to design, finance, construct, operate and

maintain the Regional Concourse, as described under

paragraph 1.a. above, and those additional costs allocated

to the Regional Concourse under the methodology of Article 8

of the Agreement will be allocated to the Regional Concourse

Sub-Center for purposes of determining rates and charges.

          b.   Except as provided in paragraph 8 hereinafter, all

               other costs to design, finance, construct, and maintain the

               aircraft movement and parking areas serving the Regional

               Concourse, as described under paragraph 1.b. above,

               including the additional costs allocated under the

               methodology of Article 8 of the Agreement, will be included

               in the Airfield Cost Center for Washington Dulles

               International Airport.  There will be Aircraft Parking

               Position Charges as provided for in Section 8.04. of the

               Agreement assessed to the Airline for the use of the

               aircraft parking areas serving the Regional Concourse.  The

               Aircraft Parking Position Charges will be established as

               equivalent to 12 narrow-body air carrier Aircraft Parking

               Positions for the entire Regional Concourse.  That is, three

               regional/commuter aircraft parking positions will be

               equivalent to one narrow-body air carrier aircraft parking

               position for the purpose of assessing the Aircraft Parking

               Position Charges associated with the Regional Concourse.

          c.   See Attachment B for the estimate of rates

          and charges of the Regional Concourse with Bonds

          and PFC's and the estimated Aircraft Parking

          Position Charges.  The amortization period for the

          Bond financing shall be the life of the Bonds.

     7.   Bond Financing, Airline Interim Financing, and

Passenger Facility Charges (PFC's). The Authority agrees to

submit an application to the Federal Aviation Administration

(FAA) to impose a PFC and use a portion of the PFC revenue

collected, subject to FAA approval, to finance the cost of

the construction of those parts of the Regional Concourse

eligible for PFC financing.  The Airline understands that

the application to impose and use PFC revenue may not be

approved by the FAA.  The Parties agree that, prior to the

approval of the application to use PFC revenue, or if the

PFC application is not approved, the Parties will pursue

either of the following two financing options, as they may

mutually decide, to complete the Regional Concourse:

          a.   The Authority may proceed with the usual and customary

               planning, design, and construction of the Project and pay

               for such work with the proceeds of Bonds.  The Authority

               agrees that, upon the approval by the FAA to use PFC revenue

               for the Regional Concourse, the Authority will take

               reasonable and prudent measures to cause the repayment of

               the Bonds for those parts of the Regional Concourse eligible

               for PFC funding up to a limit of the PFC revenue allocated

               to the Regional Concourse and approved by the FAA.  The

               Airline also understands that to the extent the Project is

               paid for, in whole or in part, with Bonds before the

               application to use PFC revenue is approved by FAA, the

               timing for the repayment of the Bonds for those parts of the

               Regional Concourse eligible for PFC funding will be subject

               to applicable laws and regulations.

          b.   b.        The Airline may obtain its own Interim

               Financing from a third party lender and proceed through the

               lender to fund a portion of the total program cost of the

               Regional Concourse not to exceed Thirteen Million Dollars

               ($13 million) and utilize the Authority's construction

               contract by making construction progress payments to the

               Authority.  The provisions for the Airline's Interim

               Financing shall be by agreement between the Authority, the

               Airline, and the Airline's third party lender.  The

               Authority shall fund the balance of the total program cost

               of the Regional Concourse with Bonds that will total no less

               than $4.7 million.  The program cost of the Regional

               Concourse is estimated to total $17.7 million.  The

               Authority will not add changes to the Regional Concourse

               that increase costs unless requested by the Airline and/or

               unforseen costs occur during construction.  The Authority

               agrees that, upon the approval by the FAA to use PFC revenue

               for the Regional Concourse, provided such approval occurs no

               later than one year following the Substantial Completion

               Date of the Project, the Authority will take reasonable and

               prudent measures to replace the Airline's Interim Financing

               with its PFC Revenue Note up to the limit of the PFC funding

               allocated to the Regional Concourse and approved by the FAA.

               Should the FAA disapprove or not act on the Authority

               application within the one year period following the

               Substantial Completion Date of the Project, the Parties

               agree that the Authority shall be obligated to replace the

               Airline's Interim Financing with the proceeds of Bonds.

               Should the application to use PFC revenue for the Regional

               Concourse be subsequently approved by the FAA, the Authority

               will take reasonable and prudent measures to cause the

               repayment of that portion of the Bonds equal to the limit of

               the PFC funding allocated to the Regional Concourse and

               approved by the FAA, with the timing of such repayment of

               Bonds being subject to applicable laws and regulations.

c.
c.   Should the Airline obtain its own Interim Financing to
fund the construction of the Regional Concourse from a third
party lender utilizing the Authority's construction contract
by making construction progress payments to the Authority,
the Authority agrees that it will recognize the interest of
that lender in the Regional Concourse and it will execute
documents to provide appropriate security for the lender
upon the condition, however, that all rights acquired by the
lender under such Interim Financing shall be subject to all
of the covenants, conditions, and restrictions set forth in
Agreement No. 4-90-A040, this Amendment No. 8, and any
supplemental agreement entered into by the Authority, the
Airline, and the lender providing the Interim Financing.
     8.   Hydrant Fueling.  The Authority will plan,

finance, design, and construct a hydrant fueling system to

serve the 36 regional/commuter aircraft parking positions of

the Regional Concourse as part of the work under the Project

completed under paragraph 1.b. above.  The costs of this

addition to the hydrant fueling system shall not be part of

the Project.  The Airline agrees to make use of the hydrant

fueling system through the Fueling Agent.

     9.   Maintenance.  Maintenance responsibilities for the

Regional Concourse and associated Aircraft Parking Positions

by the Parties will be as provided for under Exhibit D-D of

the Agreement.

     10.  Cancellation/Termination, Surrender of Premises.

          a.   Notwithstanding that a portion of the Project

is to be funded with PFC revenue, the Airline's right to

terminate this Amendment No. 8 to Agreement No. 4-90-A040

shall be as specified in the Agreement with respect to Bond

financed projects.  Further, in addition to the rights of

the Authority under Paragraph 2.02.2 of the Agreement, the

Authority may, in its sole discretion, terminate the

Airline's lease of Premises in the Regional Concourse and

associated Aircraft Parking Positions, effective at

midnight, December 31, 2004, or December 31 of any year

thereafter during the period of the Agreement, provided that

the Authority gives one hundred eighty (180) days written

notice to the Airline and the Authority terminates the

leases and the rights of all other Airlines using the

Regional Concourse effective on the same date.

          b.   The Authority may terminate the Airline's

lease of Premises in the Regional Concourse and associated

Aircraft Parking Positions without terminating the Agreement

or leases of Premises elsewhere on the Airport.  Article 14,

"Surrender of Premises; Holding over," shall apply to any

action under this paragraph 10.

          c.   The Airline agrees that, in the event the

Authority exercises the right of termination as described in

this paragraph 10., the Airline shall be relieved on the

date the Authority terminates the lease of Premises of any

remaining unamortized costs of the Regional Concourse.

     11.  All terms and conditions of the Agreement,

including the provisions of Article 17 regarding

reallocation of Premises and accommodation of other

Airlines, shall apply to the Regional Concourse, except that

the date for periodic reallocation of Premises in the

Regional Concourse, shall be the first anniversary of the

Substantial Completion Date of the Regional Concourse or the

next date for reallocation of Premises for the Airport in

accordance with Section 17.02, whichever is the later date.

     12.  Any Project cost associated with environmental

clean up of the Project site, if any (e.g., remediation of

contaminated soil), shall be assigned to the Regional

Concourse Sub-Center or to the Airfield Cost Center, as

appropriate.

     IN WITNESS WHEREOF, the Parties hereto have executed

this Amendment No. 8 as of the dates shown below.


          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


          By   _____________________________________________
                    James A. Wilding
                    President and Chief Executive Officer

          Date ____________________________________________


          ATLANTIC COAST AIRLINES
          a California Corporation
                    and
          ATLANTIC COAST AIRLINES HOLDINGS, INC.
          A Delaware Corporation


          By   _____________________________________________
                    Michael S. Davis
                    Senior Vice President
                    Customer Service

          Date _____________________________________________


                    SECRETARY'S CERTIFICATE

     I, ____________________________, certify that I am the
Secretary of the corporation named herein; that
______________________________, who signed this Agreement on
behalf of the Airline was then _____________________________
of said corporation, that said Agreement was duly signed for
and on behalf of said corporation by authority of its
governing body and is within the scope of its corporate
powers.


          _______________________________ (Corporate Seal)
                    Secretary's Signature
                              
                     Regional Concourse
                              
                         ATTACHMENTS


Attachment A        Regional Concourse and Aircraft Parking
Apron

Attachment B        Rates and Charges











Mr. Jerome J. Barnack
Acting Director, Properties and Facilities
Atlantic Coast Airlines
515A Shaw Road
Dulles, VA   20166

Dear Mr. Barnack:

     Enclosed is proposed Amendment No. 9 to Agreement No. 4-
90-A040, providing for the lease of passenger holdrooms and
aircraft parking positions for Gates A-5, A-6, and
A-7 at Washington Dulles, along with additional
administrative offices in two Concourse A locations.

     Please have the original and two copies of the
amendment signed by the appropriate official, the
Secretary's Certificate completed, and return all three
copies to me.  The extra copy is for your files.  When the
amendment is signed on behalf of the Authority, a fully
executed copy will be returned to you.

     If you have any questions, please call Charles Erhard
or James Flanagan of my staff
on 572-2900.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosure (4)

KWM:lge

MA-230A:JMFlanagan:lge:572-2911:3/18/98     (WP61---
H:\JMF\AM9-A040.CON)
cc:   MA-1/2, 4 w/enc., 22(Wenneson) w/enc., 130 w/enc.,
200(2) (IAD#004:1/19/98), 230

          THIS Amendment No. 9 is made effective as of

March 16, 1998, by and between the METROPOLITAN WASHINGTON

AIRPORTS AUTHORITY ("Authority") and ATLANTIC COAST

AIRLINES, a California corporation with its principal office

in Sterling, Virginia ("ACA"), and ATLANTIC COAST AIRLINES,

INC., a Delaware corporation with its principal office in

Sterling, Virginia ("ACAI") (collectively referred to in

this Amendment as the "Airline").

          WHEREAS, the Airline desires to lease certain

aircraft gates, passenger holdrooms, and administrative

offices in Concourse A at Washington Dulles, and the

Authority agrees to such lease.

          NOW, THEREFORE, the Parties hereto agree as

follows:

          As provided for in Section 6.05 Modification of
Premises of the Agreement, the Airline's Premises at
Washington Dulles are amended, effective March 16, 1998, to
add the following Premises:

          --                                      Type 2
                                                  Holdrooms
                                                  E-210, E-
                                                  220, and E-
                                                  230
                                                  4,978
                                                  square
                                                  feet

          --Type 2 Administrative Offices E-231, E-232,
            E-233, E-234, and E-235
                                                  1,010
                                                  square
                                                  feet

          --Type 2 Administrative Offices E-261, E-262,
            E-263, and E-264
                                                  967 square
                                                  feet

          --Narrow-body Aircraft Parking Positions
            Gates A-5, A-6, and A-7
                                                  3 parking
                                                  positions


          These Premises are shown on the enclosed drawing
Exhibit D-B-1, p.10.  The enclosed Exhibit D-B-1A (IAD),
dated March 16, 1998, reflects this change and replaces
Exhibit D-B-1A (IAD), dated January 1, 1998.

          All other terms and conditions of the Agreement
remain unchanged.





          IN WITNESS WHEREOF, the Parties hereto have

executed this Amendment as of the dates shown below.



            METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


            By
                         Charles C. Erhard
                         Airport Administration Manager
                         Washington Dulles International
Airport

            Date


            ATLANTIC COAST AIRLINES
            a California Corporation
                    and
            ATLANTIC COAST AIRLINES, INC.
            a Delaware Corporation


            By

            Title

            Date


                    SECRETARY'S CERTIFICATE

          I,

, certify that I am the secretary of the corporation named

as the Airline herein; that

who signed this Amendment on behalf of the Airline, was then

of said corporation; that said Amendment was duly signed for

and on behalf of said corporation by authority of its

governing body and is within the scope of its corporate

powers.


                    
                    (Corporate Seal)
                         Secretary's Signature










Mr. Jerome J. Barnack
Acting Director, Properties and Facilities
Atlantic Coast Airlines
515A Shaw Road
Dulles, VA   20166

Dear Mr. Barnack:

     Enclosed is proposed Amendment No. 10 to Agreement
No. 4-90-A040, providing for your relocation to larger
operations building premises at Washington Dulles.

     Please have the original and two copies of the
amendment signed by the appropriate official, the
Secretary's Certificate completed, and return all three
copies to me.  The extra copy is for your files.  When the
amendment is signed on behalf of the Authority, a fully
executed copy will be returned to you.

     If you have any questions, please call Charles Erhard
or James Flanagan of my staff on 572-2900.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosure (4)

KWM:lge

MA-230A:JMFlanagan:lge:572-2911:5/13/98     (WP61---
H:\JMF\AM10-A040.CON)
cc:   MA-1/2, 22(Wenneson) w/enc., 130 w/enc., 200(2), 230,
460 w/enc.

          THIS Amendment No. 10 is made effective as of

May 1, 1998, by and between the METROPOLITAN WASHINGTON

AIRPORTS AUTHORITY ("Authority") and ATLANTIC COAST

AIRLINES, a California corporation with its principal office

in Sterling, Virginia ("ACA"), and ATLANTIC COAST AIRLINES

HOLDINGS, INC., a Delaware corporation with its principal

office in Sterling, Virginia ("ACAI") (collectively referred

to in this Amendment as the "Airline").

          WHEREAS, the Airline desires to relocate to larger

operations building premises at Washington Dulles, and the

Authority agrees to such lease.

          NOW, THEREFORE, the Parties hereto agree as

follows:

          1.        As provided for in Section 6.05
Modification of Premises of the Agreement, the following
changes are made to the Airline's Premises, effective May 1,
1998:

             a.Delete the following Premises:

                --                                    Bravo
                                                      Ramp
                                                      Opera
                                                      tions
                                                      Build
                                                      ing
                                                      Area
                                                      BR-
                                                      107           1,833 square
                                                      feet

                --            Share of Joint Use Premises BR-
                 100/BR-110
                 (23.7 percent of 756 square feet)                         179
                                                      square feet

             b.Add the following Premises:

                --            Bravo Ramp Operations Building
                 Areas BR-202,
                 BR-204, and BR-211                          3,817 square feet

             c.Increase the Share of Joint Use Premises
                BR-200/BR-210 from 101 square feet to
                474 square feet

          These areas are shown on the enclosed lease
drawing Exhibit D-B-1, p.11A.  The enclosed Exhibit D-B-1A
(IAD), dated May 1, 1998, reflects these changes and
replaces Exhibit D-B-1A (IAD), dated March 16, 1998.

          2.        In accordance with paragraph 7.01.5, the
Airline will be responsible for interior maintenance,
including janitorial services, for the joint use utility,
hallway, and restroom premises Areas BR-200 and BR-210, in
common with the other tenants leasing space in this Bravo
Ramp operations building.  The Authority agrees to be
responsible for the maintenance and repair of the heating,
ventilation, and air-conditioning (HVAC) production and
distribution system servicing areas BR-202, BR-204, and BR-
211, as well as the HVAC system servicing area BR-201C
previously added to the Airline's Premises by
Amendment No. 5 to the Agreement.


Amendment No. 10
Agreement No. 4-90-A040
Page 1 of 2 Pages

          All other terms and conditions of the Agreement
remain unchanged.

          IN WITNESS WHEREOF, the Parties hereto have

executed this Amendment as of the dates shown below.


            METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


            By
                         Charles C. Erhard, Manager
                         Airport Administration Department
                         Washington Dulles International
Airport

            Date



            ATLANTIC COAST AIRLINES
            a California Corporation
                    and
            ATLANTIC COAST AIRLINES HOLDINGS, INC.
            a Delaware Corporation


            By
                         Michael F. Davis
                         Senior Vice President
                         Customer Service

            Date



                    SECRETARY'S CERTIFICATE

          I,

, certify that I am the secretary of the corporation named

as the Airline herein; that

who signed this Amendment on behalf of the Airline, was then

of said corporation; that said Amendment was duly signed for

and on behalf of said corporation by authority of its

governing body and is within the scope of its corporate

powers.


                    
(Corporate Seal)
                         Secretary's Signature

Amendment No. 10
Agreement No. 4-90-A040
Page 2 of 2 Pages










Mr. Jerome J. Barnack
General Manager - Properties
Atlantic Coast Airlines
515A Shaw Road
Dulles, VA   20166

Dear Mr. Barnack:

     Enclosed is proposed Amendment No. 11 to Agreement
No. 4-90-A040, providing for the lease of passenger
holdrooms and aircraft parking positions for Gates A-3 and A-
4 at Washington Dulles, along with additional administrative
offices in Concourse A.

     Please have the original and two copies of the
amendment signed by the appropriate official, the
Secretary's Certificate completed, and return all three
copies to me.  The extra copy is for your files.  When the
amendment is signed on behalf of the Authority, a fully
executed copy will be returned to you.

     If you have any questions, please call Charles Erhard
or James Flanagan of my staff
on 572-2900.

                                   Sincerely,




                                   Keith W. Meurlin
                                   Airport Manager

Enclosure (4)

KWM:lge

MA-230A:JMFlanagan:lge:572-2911:7/30/98 (WP61---
H:\JMF\AM11A040.CON)
cc:   MA-1/2, 22 (Wenneson) w/enc., 130 (Wilkinson) w/enc.,
200(2), 230, 460 w/enc.

WHEREAS, the METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
("Authority") and ATLANTIC COAST AIRLINES, a California
corporation with its principal office in Sterling, Virginia
("ACA"), and ATLANTIC COAST AIRLINES HOLDINGS, INC., a
Delaware corporation with its principal office in Sterling,
Virginia ("ACAHI") (collectively referred to in this
Amendment as the "Airline"), have entered into Agreement
No. 4-90-A040 ("Agreement") providing for the use and lease
of facilities at Washington Dulles International Airport;
and
          WHEREAS, the Airline desires to lease certain

aircraft gates, passenger holdrooms, and administrative

offices in Concourse A at Washington Dulles, and the

Authority agrees to such lease.

          NOW, THEREFORE, the Parties hereto agree as

follows:

          As provided for in Section 6.05 Modification of
Premises of the Agreement, the Airline's Premises at
Washington Dulles are amended to add the following Premises:

          1.   Effective July 16, 1998:

               --       Type 2 Holdrooms E-240 and E-250
                 2,994 square feet

               --       Narrow-body Aircraft Parking
                 Positions
                 Gates A-3 and A-4
                                                  2 parking
                                                  positions

         2.   Effective August 1, 1998:

               --       Type 2 Administrative Offices E-
                 251,
                 E-252, E-253, E-254, and E-255
                                                  985 square
                                                  feet


         These Premises are shown on the enclosed drawing
Exhibit D-B-1, p.10.  The enclosed Exhibits D-B-1A (IAD),
dated July 16 and August 1, 1998, reflect these changes and
replace Exhibit D-B-1A (IAD), dated July 1, 1998.

         All other terms and conditions of the Agreement
remain unchanged.




         IN WITNESS WHEREOF, the Parties hereto have

executed this Amendment No. 11 as of the dates shown below.



               METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


               By
                    Charles C. Erhard, Manager
                    Airport Administration Department
                    Washington Dulles International Airport

               Date


               ATLANTIC COAST AIRLINES
               a California Corporation
                 and
               ATLANTIC COAST AIRLINES HOLDINGS, INC.
               a Delaware Corporation


               By

               Title

               Date


                 SECRETARY'S CERTIFICATE

         I,                                               ,

certify that I am the secretary of the corporation named as

the Airline herein; that

who signed this Amendment on behalf of the Airline, was then

of said corporation; that said Amendment was duly signed for

and on behalf of said corporation by authority of its

governing body and is within the scope of its corporate

powers.


                 
                 (Corporate Seal)
                      Secretary's Signature

          WHEREAS, the METROPOLITAN WASHINGTON AIRPORTS

AUTHORITY ("Authority") and ATLANTIC COAST AIRLINES, a

California corporation with its principal office in

Sterling, Virginia ("ACA"), and ATLANTIC COAST AIRLINES

HOLDINGS, INC., a Delaware corporation with its principal

office in Sterling, Virginia ("ACAHI") (collectively

referred to in this Amendment as the "Airline"), have

entered into Agreement No. 4-90-A040 ("Agreement") providing

for the use and lease of facilities at Washington Dulles

International Airport; and

          WHEREAS, the Authority is responsible under the

Agreement for providing the Passenger Conveyances at Dulles;

and

          WHEREAS, the Airline, with the approval of the

Authority, is providing supplemental passenger ground

transportation to and from the Main Terminal and its

aircraft parked on the Dulles Jet Apron; and

          WHEREAS, the Authority agrees to reimburse the

Airline for the costs it incurs in providing its

supplemental passenger ground transportation, as approved by

the Authority.

          NOW, THEREFORE, the Parties hereto agree as

follows:

          1.        The Agreement shall be effective when
signed by both parties and shall be applicable to costs
incurred and approved by the Authority beginning as of
January 1, 1998.

          2.        Section 8.09 Passenger Conveyance
Charges is amended by adding the following paragraph after
Paragraph 8.09.2:

            "8.09.3.   The Airline shall provide the
supplemental passenger ground transportation to and from its
aircraft and the Main Terminal in a manner that is
acceptable to the Authority and shall be reimbursed by the
Authority for the costs of that service in accordance with
the following procedures:

               (i.)           The Airline shall select and
enter into a contract with a service contractor to provide,
operate, and maintain shuttle buses or vans to provide the
supplemental passenger ground transportation.  The Authority
shall not be a party to that contract.  The Airline shall
submit for the approval of the Authority each contract or
amendment to a contract for which a reimbursement will be
requested.
                (ii.)         The Airline's supplemental
passenger ground transportation shall be used to transport
passengers to and from its aircraft parked on the Dulles Jet
Apron and the Main Terminal until the Airline relocates its
aircraft to the Regional Concourse.  Thereafter, the
Airline's passengers will be transported to the Regional
Concourse by the Authority's Passenger Conveyance system.
It is intended that the remainder of the Airline's aircraft
will be accommodated at the Main Terminal gates and that the
supplemental passenger ground transportation shall be
discontinued at that time..

               (iii.)         The Authority shall reimburse
the Airline for the supplemental passenger ground
transportation costs approved by the Authority and incurred
by the Airline up to a maximum of $110,000 per month.  Such
costs shall include the vehicle leasing costs for up to
seven buses; driver; supervisor/dispatcher labor costs; and
vehicle maintenance, insurance, and fueling costs.  Costs in
excess of the $110,000 per month shall not be eligible for
reimbursement unless necessitated by increased passenger
levels.

               (iv.)          Costs for services that are
not directly related to passenger ground transportation, as
well as the Airline's personnel and overhead costs for
administering the service contract, are not eligible for
reimbursement.

               (v.)           The Authority shall reimburse
the Airline by granting the Airline a credit against the
monthly fees and charges due to the Authority from the
Airline under the Agreement in accordance with the
following:   Within 45 days after the end of each month, the
Airline shall provide to the Authority a certified statement
of the costs it incurred, including original paid invoices
from the service contractor in sufficient detail and format
to compare to the contract terms.  In addition, the Airline
shall provide a summary of the service levels provided for
the month, including the number of buses scheduled per hour
for a typical operating day.  The Authority shall notify the
Airline in writing, within 15 days after receipt of the
certified statement, of the approval or disapproval of the
certified statement.  If disapproved, the reasons for
disapproval and the identification of the costs disapproved
for reimbursement will be stated.  After approval by the
Authority, the Airline may apply the approved cost amount as
a credit against fees and charges otherwise due to the
Authority under the Agreement.

               (vi.)          The certified statement of
costs submitted by the Airline and approved by the Authority
shall be subject to audit by the Authority.  The Airline
agrees to maintain all documentation supporting the
certified statement for two year and will make that
documentation available to the Authority upon request.  The
Authority reserves the right to adjust the amount of the
credit based on subsequent audits and examination of
supporting documentation.

               (vii.)         The amount of the approved
credits for the supplemental passenger ground transportation
shall be added to the Passenger Conveyance charge
requirement and recovered as part of the Passenger
Conveyance Charge as provided for under Article 8 of the
Agreement."

          All other terms and conditions of the Agreement
remain unchanged.
          IN WITNESS WHEREOF, the Parties hereto have

executed this Amendment No. 12 as of the dates shown below.


            METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


            By
                   James A. Wilding
                   President and Chief Executive Officer

            Date



            ATLANTIC COAST AIRLINES
            a California Corporation
                   and
            ATLANTIC COAST AIRLINES HOLDINGS, INC.
            a Delaware Corporation


            By

            Title

            Date



               SECRETARY'S CERTIFICATE

          I,

, certify that I am the secretary of the corporation named

as the Airline herein; that

who signed this Amendment on behalf of the Airline, was then

of said corporation; that said Amendment was duly signed for

and on behalf of said corporation by authority of its

governing body and is within the scope of its corporate

powers.


               
               (Corporate Seal)
                    Secretary's Signature

[METROPOLITAN WASHINGTON AIRPORTS AUTHORITY LETTERHEAD]



                            Date



Mr. Jerome J. Barnack
General Manager, Properties
Atlantic Coast Airlines
515A Shaw Road
Dulles, VA  20166

Dear Mr. Barnack:

     Enclosed is a fully executed copy of Amendment No. 13
to Amendment No. 4-90-A040 for the provision and use of
boarding devices for individuals with disabilities using
small aircraft at Ronald Reagan Washington National Airport
and Washington Dulles International Airport.

     If you have any questions, please contact Ford Larsen
at (703) 417-8765

                              Sincerely,
                              
                              
                              
                              James A. Wilding
                              President and CEO

Enclosure


WA990760.179/2+


 AGREEMENT FOR THE PROVISION AND USE OF BOARDING DEVICES FOR
     INDIVIDUALS WITH DISABILITIES USING SMALL AIRCRAFT


WHEREAS, the Metropolitan Washington Airports Authority
(hereafter the "Authority") and Atlantic Coast Airlines
(hereafter, the "Airline" and together with the Authority,
the "Parties,") have entered into Agreement No. 4-9-A040
(hereafter, the "Agreement") providing for the use and lease
of facilities at Ronald Reagan Washington National Airport
("National") and Washington Dulles International Airport
("Dulles") together the "Airports"; and

WHEREAS, the Authority and the Airline desire to provide
boarding assistance devices for individuals with
disabilities who are enplaning onto, or deplaning from,
certain small aircraft operated by the Airline at the
Airports and to do so in a manner that is at least
sufficient to meet the requirements of federal regulations
(49 CFR, Part 27) in effect on the date hereof requiring an
agreement between the Parties on the provision of boarding
devices; and

WHEREAS, the Parties are willing to make commitments to the
terms and conditions expressed herein;

NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Authority
and the Airline agree to amend the Agreement as follows:

1.   Definitions:

     Boarding device shall mean a boarding assistance device
     for individuals with a disability enplaning or
     deplaning on small aircraft.

     Small aircraft shall mean aircraft with a capacity of
     19 seats or more, but not exceeding 30 seats for
     passengers exclusive of crew.
     
2.   The Parties agree that they will cooperate with each
     other to provide boarding assistance to individuals
     with disabilities who are enplaning onto or deplaning
     from small aircraft at the Airports by providing
     mechanical lifts, ramps or other devices that will
     eliminate the need for employees of the Airline or
     other persons to lift or carry passengers up, or
     downstairs, to or from the small aircraft except for
     extraordinary conditions beyond the control of the
     Parties.


3.   The Authority shall purchase and have available for the
     use by the Airline at the Airports following boarding
     devices:

     a.   At National Airport:
     
          Two (2) Self-propelled (electric) Wollard
          Passenger Access Lifts (PAL) 651.
     
     b.   At Dulles Airport:
     
          Two (2) Self-propelled (electric) Wollard
          Passenger Access Lifts (PAL) 651.

4.   The Parties agree that these boarding devices are
     suitable for providing boarding assistance for
     individuals with disabilities who seek to enplane onto
     or deplane from small aircraft other than those
     aircraft that have been determined by the United States
     Department of Transportation to be unsuitable for
     boarding assistance by a lift device.

5.   The Authority agrees to make these boarding devices
     available at the Airports on or before December 2,
     1998, and the Airline agrees that, thereafter, it will
     use said boarding devices or other suitable boarding
     devices to assist individuals with disabilities at the
     Airports on the Airline's small aircraft unless
     (i) circumstances beyond the control of the Airline
     prevent the Airline from using the boarding devices, or
     (ii) the United States Department of Transportation
     determines that such assistance is not required.

6.   Nothing herein shall preclude the Airline from
     purchasing or otherwise providing its own boarding
     devices for individuals enplaning or deplaning on its
     aircraft.  Also, the Authority may in its discretion
     provide additional boarding devices of the kind
     described herein or of some other kind and deploy them
     at the Airports.

7.   The boarding devices purchased by the Authority in
     accordance with paragraph 3 shall be owned by the
     Authority.  They will be stored on the Airport so as to
     be accessible by the Airline for use by the Airline at
     the Airports as provided herein.

8.   The Airline may use a boarding device that is owned by
     the Authority as follows:

     a.   The Airline shall have access to the boarding
          device on a first come, first serve basis to serve
          individuals who are present at the Airport.  If
          the Airline is aware in advance of the
          individual's arrival at the airport of the need
          for the boarding device, the Airline agrees to
          acquire the boarding device from the Authority not
          more than 45 minutes before the scheduled
          departure of the aircraft or more than 15 minutes
          before the scheduled arrival.  Unless the
          Authority agrees otherwise, transportation of the
          boarding device between the place where it is the
          responsibility of the Airline.  When it has
          concluded using the boarding device, the Airline
          shall promptly return the boarding device to the
          storage area and take all appropriate measures to
          properly store the boarding device.

     b.   Training - The Airline shall assure that each of
          its employees or agents who operates the boarding
          device on behalf of the Airline is trained to
          proficiency in the use of the particular boarding
          device.  The Airline agrees that only individuals
          so trained shall operate the boarding device.
     
     c.   Duty to inspect - Prior to each use of the
          boarding device by the Airline, qualified
          representatives of the Airline shall inspect the
          boarding device and following such inspection
          shall either (a) in the boarding device appears to
          be fit for its intended use, accept the boarding
          device for use in accordance with this Agreement,
          or (b) if the boarding device appears to be in any
          way damaged, unsafe, broken, improperly or not
          maintained, missing parts or deficient so as to be
          unfit for its intended use, promptly notify the
          Authority and not use the boarding device until
          such time as the problems identified have been
          corrected so as to permit the boarding device to
          be safely used for its intended purpose.
     
9.   Maintenance - If at any time the Airline becomes aware
     of the need for maintenance or repairs to the
     Authority's boarding device, the Airline shall promptly
     notify the Authority in writing of the nature of the
     maintenance or repairs needed, and refrain from using
     the boarding device until such time as the Authority
     has performed such repairs or maintenance as it deems
     necessary or has granted its written consent to the
     continued use of the boarding device.  The Airline
     shall make no repairs or alterations to the Authority's
     boarding device without the prior written consent of
     the Authority.

10.  After the Airline has taken possession of the
     Authority's boarding device, the Authority's boarding
     device is to be used exclusively for the purpose of
     enplaning and deplaning passengers from small aircraft
     that are owned or operated by the Airline and located
     at the Airports.  The Airline will not permit any other
     use of the boarding device without the permission of
     the Authority.

11.  The cost of the boarding device shall be recovered by
     the Authority through the airfield cost center at each
     Airport.

12.  No warranties - The Authority makes no warranty or
     representation, either express or implied, as to the
     design or condition of, or as the quality of the
     material, equipment or workmanship in the boarding
     devices provided by the Authority and the Authority
     makes no warranty of merchant ability, or fitness or
     suitability of the devices for any particular purpose
     or any component thereof or as to any other matter, it
     being agreed that all such risks, as between the
     airline and the benefits of any and all implied
     warranties of the Authority are hereby waived by the
     airline.

13.  Entire Agreement - The Parties agree that the Agreement
     as amended herein sets forth the entire agreement
     between the parties with regard to the provision of
     boarding devices and there are no promises or
     understandings other than those stated in the Agreement
     as amended herein.

14.  All other terms and conditions of the Agreement as
     previously amended remain in effect.

IN WITNESS WHEREOF, the Parties hereto have executed this
Amendment as of the dates shown below.


     METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
     
     
     By _________________________________________________
     
     Title ________________________________________________
     
     
     Date ________________________________________________
     
     
     ATLANTIC COAST AIRLINES
     
     
     By _________________________________________________
     
     Title ________________________________________________
     
     
     Date ________________________________________________
     
     
                   SECRETARY'S CERTIFICATE

     I, _______________________, certify that I am the

Secretary of the Corporation named herein; that

_______________________, who signed this Agreement on behalf

of Atlantic Coast Airlines was the Senior Vice President of

said corporation; that this Agreement was duly signed for

and on behalf of said Corporation by authority of its

governing body, and is within the scope of its corporate

powers.

               _________________________ (Corporate Seal)
               Secretary's Signature
     




WA990760.178/4+


     

     WHEREAS, the Metropolitan Washington Airports Authority

(hereinafter referred to as the "Authority") and ATLANTIC

COAST AIRLINES, a California corporation with its principal

office in Sterling, Virginia ("ACA"), and ATLANTIC COAST

AIRLINES HOLDINGS, INC., a Delaware corporation with its

principal office in Sterling, Virginia ("ACAI")

(collectively referred to as the "Airline", and together

with the "Authority" referred to herein as the "Parties"),

have entered into Agreement No. 4-90-A040 ("Agreement")

providing for the use of facilities at Washington Dulles

International Airport and the lease of Premises; and

     WHEREAS, the Airline desires to lease and use

additional Premises including holdrooms, operations space,

offices, and Aircraft Parking Positions suitable for use by

a Regional/Commuter Air Carrier; and

     WHEREAS, the Authority is willing to plan, finance,

design, construct, operate, and maintain the additional

Premises for the Airline as part of a development project

(the Project) as defined herein, and lease same to the

Airline at Washington Dulles International Airport under the

terms and conditions of the Agreement and as expressed

herein; and

     WHEREAS, the Airline is willing to facilitate the

Project and, in order to induce the Authority to undertake

the development of the Premises, is willing to commit to

lease said Premises under the terms and conditions of the

Agreement and such other terms as expressed herein;

     NOW, THEREFORE, in consideration of the preceding, and

of the fees, charges, covenants and agreements contained

herein, the Parties agree to amend Agreement No. 4-90-A040 as

follows:

     1.   The definitions in the Agreement apply to this

Amendment No. 14 unless expressly stated otherwise.

     2.   Amendment No. 8 represents a prior agreement

between the Parties on the subject of the Project and the

financing thereof.  This Amendment No. 14 represents the

agreement of the Parties as of the date hereof and is a

restatement of, and in furtherance of, the agreement reached

in Amendment No. 8.  In the event of any inconsistencies

between the two Amendments, Amendment No. 8 and this

Amendment No. 14 are to be construed so as to give full

effect to this Amendment No. 14.

     3.   The Project. The Project for purposes of this

Amendment No. 14 consists of the Regional Concourse,

adjacent aircraft apron paving including Aircraft Parking

Positions and other related improvements.

          a.   The Authority will undertake and use its best

efforts to plan, finance, design, construct, equip, operate

and maintain a building, also known as the Regional

Concourse, containing usual and customary facilities for

accommodating passengers and their baggage, concessions, and

other facilities to serve the Airline's passengers and

others who are associated with the enplaning and deplaning

of aircraft on the apron adjacent to the Regional Concourse.

The Regional Concourse will be constructed to substantially

conform to the drawings attached here to as Exhibit D-B-1

dated January 8, 1999, depicting the Regional Concourse and

the apron. b.  In conjunction with the Regional Concourse,

the Authority will plan, finance, design and construct an

aircraft parking apron adequate for the parking and movement

of 36 regional/commuter aircraft.  The apron when

constructed will conform substantially to the drawing

attached hereto as Exhibit D-B-1, dated January 8, 1999,

depicting the Regional Concourse and the apron.  The

demarcation of the Aircraft Parking Positions will be

proposed by the Airline and approved by the Airport Manager

consistent with the Exhibit.

     4.   Lease of Permanent Premises.  The Airline hereby

commits to the Authority that, as of the Substantial

Completion Date, as provided for in Section 6.02 of the

Agreement, Lease of Permanent Premises and Equipment, the

Airline, without the need for any further action, will lease

from the Authority, subject to all of the terms and

conditions herein, the following Permanent Premises:

          a.   Type 2  Preferential Use Holdrooms -                   24,480
square feet
               203.02, 203.04, 204.03, 204.05, 205.10,
               and 205.12

          b.   Type 2 Exclusive Use Club - 204.09                     1,330
square feet

          c.   Type 2 Exclusive Use Admin. Offices -                  3,413
square feet
               202.04, 204.09A, and 204.01

          d.   Type 4 Exclusive Use Operations Space -
12,052 square feet
               102.12, 102.11, 102.07, 202.03,
               204.07, 205.02, 205.14, and 401.02
               
          e.   Type 6 Preferential Use Covered Walkways
33,896 square feet
               and Covered Baggage Facility - 203.01,
               203.05, 204.02, 204.06, 205.09, 205.13,
               and 102.05

These Permanent Premises are shown on enclosed drawings

Exhibit D-B-1.

     5.   Fitout of Space in the Regional Concourse. a.

Consistent with paragraph 3 above, the Authority will

furnish or contract to furnish all labor, materials,

equipment and furnishings to fitout and furnish the public

areas of the Regional Concourse, including: a) the gate

holdrooms with public area seating, carpeting, public

address system, and podium casework; b) the public

corridors, stairways, elevators, and restrooms; c) mobile

lounge docks; d) MUFIDS, and security equipment and cabling;

e) canopies and walkways leading to the Aircraft Parking

Positions; f) conduit and plugs for ground power units; and

g) through its concessionaires, the concession areas.

          b.   The Authority shall give written notice to

the Airline of the estimated Substantial Completion Date of

the Project at least one hundred and twenty (120) days prior

to that date.  Upon receipt of the notice of the estimated

Substantial Completion Date, the Airline will be allowed to

commence installation of its own equipment and furnishings

and otherwise fitout and furnish its exclusively leased

club, office, and operations Premises in the Regional

Concourse.

     6.   Authority not liable for delay. The Authority

shall not be liable to the Airline for failure to complete

the Project or deliver possession of the Premises on the

estimated Substantial Completion Date.  The Authority will

notify the Airline of any change in the estimated

Substantial Completion Date and the Airline's obligations

will remain as agreed to herein with the changed estimated

Substantial Completion Date.  Failure by the Airline to

complete the fitout and furnishing of its exclusively leased

Premises shall not delay the Substantial Completion Date for

purposes of paragraph 7, below.

     7.   Substantial Completion Date.  On the Substantial

Completion Date of the Project, the date of which, unless

changed by mutual agreement, shall not be sooner than one

hundred and twenty (120) days after the notice given in

paragraph 5.b. above, the following shall occur a.     The

Airline's lease of the Premises in the Regional Concourse

described in paragraph 4, above, and associated Aircraft

Parking Positions shall become effective.  Exhibit D-B-1 and

D-B-1A shall be deemed amended as of that date to add the

Airline's Premises and associated Aircraft Parking Positions

under the Agreement and all of the provisions, rights,

privileges, obligations including rental charges and other

fees, terms and conditions of the Agreement as amended shall

apply.

          b.   Provided that the Airline has otherwise

satisfied all of its requirements for the Authority to issue

a certificate of public occupancy, the Authority shall issue

said certificate and the Airline may occupy its Premises in

the Regional Concourse and associated Aircraft Parking

Positions for purposes of conducting its Air Transportation

Business.  The Airline's failure to satisfy all of its

requirements for the Authority to issue a certificate of

public occupancy shall not delay the effective date of the

lease of Premises in the Regional Concourse and associated

Aircraft Parking Positions.

     8.   PFC and Airline Interim Financing.

          a.   Pursuant to the Agreement of the Parties in

Amendment No. 8 for the Airline to provide to the Authority

interim financing for the Project in the absence of the

approval by the United States Federal Aviation

Administration (the "FAA") of a Passenger Facility Charge to

finance the cost of the construction of certain eligible

parts of the Project ("PFC Financing") (which PFC Financing

is not available for the Project as of the date hereof due

to no fault or failure of the Authority), the Parties hereby

agree as follows with respect to certain interim funding for

the Project. b.     The Airline either will loan to the

Authority, or facilitate the lending to the Authority, of up

to $15.0 million to be utilized by the Authority to pay for

a portion of the total costs of the Project including the

Authority's program management costs (the "Project Costs").

The Airline will utilize the proceeds of a bridge loan (the

"Bridge Loan") from Fleet Capital Corporation (the "Lender")

to reimburse the Authority for Project Costs, on the terms

and conditions provided herein.

          c.   Bridge Loan proceeds shall be paid by the

Airline to the Authority not later than the 14th day (or

next business day) after receipt by the Airline of a

notification (the "Notification") from the Authority that

the Authority has incurred and paid Project Costs.  In the

Notification, the Authority shall (i) include a copy of the

paid invoice(s) representing and confirming the actual

payment of Project Costs by the Authority; (ii) certify and

acknowledge the obligation of the Authority to repay the

principal amount requested in the Notification, that the

amount requested to be paid or reimbursed by the Airline

constitutes the binding repayment obligation of the

Authority to the Airline as provided for herein (a "Bridge

Loan Obligation") as well as a Bridge Loan Obligation

pursuant to, and as defined in, the January __, 1999, Escrow

Agreement (the "Escrow Agreement") among the Airline, the

Authority and Lender; and (iii) certify and acknowledge that

all Project Costs included in the Notification actually have

been incurred (and not prepaid) by the Authority in

connection with the Project in accordance with all

applicable contractual conditions and requirements. d. The

Authority shall pay the balance of the total cost of the

Project with PFC Financing, the proceeds of Bonds and/or an

additional $1.0 million grant from the State of Virginia.

The total cost of the Regional Concourse is reasonably

estimated by the Authority at $21.7 million, and the

Authority has no knowledge, or reason to believe, that the

Regional Concourse cannot be completed for $21.7 million.

The Authority will not add changes to the Regional Concourse

that will materially increase costs without the consent of

the Airline.  There exists no material claim or dispute

arising out of the Contract, any other material agreement

concerning the Regional Concourse or with respect to the

construction or completion of the Project.

          e.   The repayment of the Lender shall be the

Airline's obligation and responsibility subject only to the

terms and conditions of the Escrow Agreement.  The Authority

may prepay the Bridge Loan Obligations in whole or in part

at any time, or from time to time, without penalty and will

repay to the Airline the entire then outstanding principal

amount of the Bridge Loan Obligations without right of set-

off, counterclaim or deduction on or before May 1, 2000,

utilizing PFC Financing, Bond proceeds, the amount deposited

in to escrow pursuant to the Escrow Agreement or other

funds.  The Authority will be responsible only for the

repayment of the principal amount of the Bridge Loan

Obligations and shall not be obligated to pay to the Airline

or the Lender any interest thereon, or any expenses,

charges, costs or amounts with respect thereto or arising

out of the Bridge Loan, which shall remain the sole

obligation of the Airline.

          f.   Any amount paid to the Airline by, or on

behalf of, the Authority with respect to the Bridge Loan

Obligations shall be utilized by the Airline to repay its

principal obligation on the Bridge Loan to the Lender with

one business day of receipt from the Authority.

          g.   The Airline acknowledges that the Authority

has submitted a PFC Application to the FAA for PFC funding

of the Project and is using its reasonable best efforts to

cause the PFC Application to be approved.  In the event any

PFC Financing which is obtained is inadequate to repay the

entire amount of the Bridge Loan Obligations which either

then or subsequently are outstanding, the Authority shall

remain obligated pursuant to the terms of this Amendment No.

14 and the Escrow Agreement for the balance of any Bridge

Loan Obligations.  In the event the FAA has disapproved, or

failed to act on the PFC Application on or before the date

which is one year after the Substantial Completion Date of

the Regional Concourse, the Authority may repay the Bridge

Loan Obligations with the proceeds of Bonds.  Provided,

however, in the event that the Authority has given

Notification to the Airline in accordance with paragraph

8.c. above and payment is not received by the Authority on

or before the 14th day after Notification, the Authority may

expend Bond funds on costs that were the subject of the

Notification.

     9.   Provisions of Airline Bridge Loan, Security, and

Defaulta. In furtherance of Amendment No. 8, paragraph 7.c.,

the Authority will deposit $15 million with an escrow agent

pursuant and subject to the terms of the Escrow Agreement to

provide security to the Lender for the Bridge Loan

Obligations in the event of a default by the Airline under

the Bridge Loan or, in the event the Bridge Loan Obligations

are not otherwise repaid on or before May 1, 2000, to

provide for repayment of the Bridge Loan Obligations by the

Authority to the Airline, in each case as set forth in the

Escrow Agreement.  The Lender shall only have such rights as

against the Authority as are expressly set forth in the

Escrow Agreement.

          b.   Nothing contained herein, in the Escrow

Agreement or otherwise shall preclude the Airline, the

Lender and the Authority from agreeing that the Authority

will pay the Bridge Loan Obligations directly to the Lender

and that acceptance thereof by the Lender and the

application of such payment by the Lender to the obligations

of the Airline with respect to the Bridge Loan shall

constitute full performance by the Authority and that no

additional amount to the Airline from the Authority will be

due and owing under this Amendment No. 14.

          c.   Any claim by the Lender against the Airline

or the Authority for any amount in excess of the amount

placed in escrow for any interest due on the Bridge Loan

Obligations, or for any penalty, damages, or fine, shall be

the responsibility of the Airline and not an obligation of

the Authority.

          d.   Upon the payment by the Authority of the

amount of the Airline's Bridge Loan as provided for herein

with the proceeds of Bonds or PFC Secured Funds, the

Authority shall adjust the Airline's rates and charges as

provided for under Article 8 of the Agreement and paragraph

10 of this Amendment 14 and the Airline shall pay the

adjusted amount due, if any, as provided for under the

Agreement.

          e.   In addition to its obligations under Article

12 of the Agreement, the Airline shall defend, indemnify,

and hold the Authority and its agents, officers, and

employees completely harmless from and against any and all

claims, suits, demands, actions, liabilities, losses,

damages, judgments, or fines arising from its Bridge Loan.

f.   In furtherance of Section 19.14.1 of the Agreement,

this Amendment and any agreement for the Bridge Loan is

expressly subordinated and subject to the pledges, transfer,

hypothecation or assignment made by the Authority in any

prior Indenture or Indenture hereafter entered into to issue

Bonds.

          g.   The Airline shall not place any lien upon the

Project, or against any Premises Equipment or any rents or

fees due from the Airline to the Authority without the

express written consent of the Authority.

          h.   By the terms of an agreement among the

Authority, the Airline and the Lender the provisions hereof

may be modified.

     10.  Rates and Charges.

          a.   For purposes of determining rates and charges

under Section 8.03 of the Agreement, the Regional Concourse

will be a separate Terminal and Equipment Sub-Center

("Regional Concourse Sub-Center").  All Authority costs to

design, finance, construct, operate and maintain the

Regional Concourse, as described under paragraph 3.a. above,

and those additional Authority costs allocated to the

Regional Concourse under the methodology of Article 8 of the

Agreement will be allocated to the Regional Concourse Sub-

Center for purposes of determining rates and charges. b.

Except as provided in paragraph 11 herein, all other

Authority costs to design, finance, construct, and maintain

the aircraft movement and parking areas serving the Regional

Concourse, as described under paragraph 3.b. above,

including the additional Authority costs allocated under the

methodology of Article 8 of the Agreement, will be included

in the Airfield Cost Center for Washington Dulles

International Airport.  The Airline will be responsible for

the Aircraft Parking Position Charges as provided for in

Section 8.04. of the Agreement for the use of the aircraft

parking areas serving the Regional Concourse.  Three

regional/commuter aircraft parking positions (Exhibit D-B-1,

Sheet 1) will be equivalent to one narrow-body air carrier

aircraft parking position for the purpose of assessing the

Aircraft Parking Position Charges associated with the

Regional Concourse.

          c.   Attachment A provides an estimate of rates

and charges for the Regional Concourse assuming

               (i)  expenditures of $5.7 million in Bonds by

the Authority, $1.0 million grant from the Commonwealth of

Virginia, and Airline Interim Financing of $15 million;

               (ii) the same as (i) except that PFC secured

funds are used to repay the Airline for the Interim

Financing, or;

               (iii)     the same as (i) except that the

proceeds of Bonds are used to repay the Airline for the

Interim Financing.

Exhibit D-B-1A (IAD) will be revised to include the rental

due for the lease of the Premises constructed under the

Project effective on the Substantial Completion Date.

Attachment B presents an estimate of rentals and charges

that will be due for the additional Premises and the

Aircraft Parking Positions in the format of Exhibit D-B-1A

(IAD).  The amortization period for any Bond financing shall

be the life of the Bonds as is provided for with other Bond

funded facilities and terminal projects under the

Authority's Capital Development Program.1.   Hydrant

Fueling.  The Authority will plan, finance, design, and

construct a hydrant fueling system ("the Fueling System") to

serve the aircraft parking apron of the Regional Concourse.

The costs of this addition to the Fueling System shall be

recovered by the Authority from the charges assessed to all

users of the Fueling System.

     12.  Maintenance.  Maintenance responsibilities for the

Regional Concourse and associated Aircraft Parking Positions

by the Parties will be allocated as provided for under

Exhibit D-D of the Agreement.

     13.  Cancellation/Termination, Surrender of Premises.

          a.   Notwithstanding that a portion of the Project

is to be funded with PFC revenue, the Airline's right to

terminate its lease of Premises constructed under the

Project shall be to the same extent as its right to

terminate this Agreement No. 4-90-A040 while Bonds are

outstanding.

     14.  All terms and conditions of the Agreement,

including the provisions of Article 2 regarding termination

and Article 17 regarding reallocation of Premises and

accommodation of other Airlines, shall apply to the Regional

Concourse, except that the date for periodic reallocation of

Premises in the Regional Concourse shall be the second

anniversary of the Substantial Completion Date of the

Regional Concourse or the next date for reallocation of

Premises for the Airport in accordance with Section 17.02,

whichever is the later date. 15.   Any Project cost

associated with environmental clean up of the Project site,

if any (e.g., remediation of contaminated soil), shall be

assigned to the Regional Concourse Sub-Center as a cost of

site preparation or to the Airfield Cost Center, or the

Aviation Cost Center as appropriate.

     16.  Mobile Lounge Service to the Regional Concourse

          The Authority's responsibilities to provide

regular shuttle-type mobile lounge service as provided for

under Article 7.01.7 of the Agreement shall include such

service between the Main Terminal and the Regional Concourse

commencing on the Substantial Completion Date.

     17.  All other terms and conditions of the Agreement

remain unchanged.

     18.  This Amendment No. 14 shall be effective upon the

signature of the Parties.

     IN WITNESS WHEREOF, the Parties hereto have executed

this Amendment No. 14 as of the dates shown below.


          METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


          By   _____________________________________________
                    Charles C. Erhard, Manager
                    Airport Administration Department

          Date ____________________________________________


          ATLANTIC COAST AIRLINES
          a California Corporation
                    and
          ATLANTIC COAST AIRLINES HOLDINGS, INC.
          A Delaware Corporation


          By   _____________________________________________
                    Michael S. Davis
                    Senior Vice President
                    Customer Service

          Date _____________________________________________


                    SECRETARY'S CERTIFICATE

     I, ____________________________, certify that I am the
Secretary of the corporation named herein; that
______________________________, who signed this Agreement on
behalf of the Airline was then _____________________________
of said corporation, that said Agreement was duly signed for
and on behalf of said corporation by authority of its
governing body and is within the scope of its corporate
powers.


          _______________________________ (Corporate Seal)
                    Secretary's Signature
                    Regional Concourse
                              
                         ATTACHMENTS


Attachment A        Regional Concourse and Aircraft Parking
Apron

Attachment B        Rates and Charges
                                             EXHIBIT D-B-1A
                                             (IAD)
                                             Preliminary
                                             Rates
                                             Regional
                                             Concourse


         METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
           WAHSINGTON DULLES INTERNATIONAL AIRPORT
                  AIRLINE PREMISES EXHIBIT
                              
                   ATLANTIC COAST AIRLINES

                                             RENTAL RATE
                            PAP (P)         PER SQUARE
                            or     SQUARE   FOOT PER
ANNUAL
AREA NUMBER/PURPOSE         TAP (T) FEET     ANNUM
RENTAL

Type 2 Space    Holdrooms; VIP Rooms; Administrative Offices

Exhibit D-B-1

205.10 Gates A-1 and 3 Holdroom     P        4,080
205.12 Gates A-2 and 4 Holdroom     P        4,080
204.03 Gates A-5 and 7 Holdroom     P        4.080
204.05 Gates A-6 and 8 Holdroom     P        4,080
203.02 Gates A-9 and 11 Holdroom    P        4,080
203.04 Gates A-10 and 12 Holdroom   P        4,080

204.09 VIP Room             P       1,330

202.04 Administrative Offices
204.01 Administrative Offices       P        2,898

204.09A                     Administrative Offices      P      515

TOTAL Type 2 Space                  29,223   $43.05
$1,258,050.15

Type 4 Space    Operations Space

102.12, 102.11, 102.07, 202.03,
204.07, 205.02, 205.14      P       12,052   $26.31     $
317,088.12

Type 6 Space    Unenclosed Covered Area

203.01, 203.05, 204.02, 204.06,
205.09, 205.13, 102.05      P       33,896   $ 5.12     $
173,448.00
Aircraft Parking Positions

Exhibit D-B-1

Gates A-1 and 3             2 Narrow-body    P
$14,029 x 2    $      28,058.00
Gates A-2 and 4             2 Narrow-body    P
$14,029 x 2    $      28,058.00
Gates A-5 and 7             2 Narrow-body    P
$14,029 x 2    $      28,058.00
Gates A-6 and 8             2 Narrow-body    P
$14,029 x 2    $      28,058.00
Gates A-9 and 11            2 Narrow-body    P
$14,029 x 2    $      28,058.00
Gates A-10 and 12           2 Narrow-body    P
$14,029 x 2    $      28,058.00

TOTAL Aircraft Parking Positions                            $
168,348.00

TOTAL ANNUAL RENTAL (Preliminary)
EFFECTIVE SUBSTANTIAL COMPLETION DATE:
$1,916,934.27

TOTAL MONTHLY RENTAL (Preliminary)
EFFECTIVE SUBSTANTIAL COMPLETION DATE:                  $
159,744.52


     
     This Amendment between the Metropolitan Washington
Airports Authority (hereinafter referred to as the
"Authority") and Atlantic Coast Airlines (hereinafter
referred to as the "Airline") is to provide for the
improvement of the Premises that are being constructed by
the Authority and which will be leased by the Airline as
Permanent Airline Premises at Washington Dulles
International Airport.
     
     WHEREAS, the Airline and the Authority agree that the
Airline is responsible for making these improvements known
as "Fitout Improvements," and that the Airline's Eligible
Costs thereof (Eligible Costs) shall be paid by the
Authority as part of the Capital Development Program and
recovered from the Airline by the Authority through the
Equipment Cost Center identified in Section 8.01(4)(i)(f) of
the Agreement;
     
     NOW THEREFORE, the Parties hereto agree as follows:

1.   The  effective date of this Amendment shall be February
     1, 1999.

2.   Section  10.09, Improvements by the Airline, is amended
     by  adding  the following paragraph at the end  of  the
     section:

     Section  10.09.7  - The Fitout Improvements  listed  in
     paragraph  (ii) to this Amendment shall be  constructed
     by  the  Airline.  The Eligible Costs of  these  Fitout
     Improvements shall be reimbursed to the Airline by  the
     Authority in accordance with the following:
     
     (i)  The  Airline shall select and enter into contracts
          with  an  architect/engineer  and  a  construction
          contractor  to accomplish the Fitout Improvements.
          The  Authority  shall  not be  a  party  to  these
          contracts.  Airline shall submit for review a copy
          of  each contract for which reimbursement will  be
          requested  This  shall  be accomplished  prior  to
          reimbursement  for  work  performed   under   that
          contract.
     
     (ii) The   Airline's  construction  contracts  for  the
          Fitout  Improvements shall require  completion  of
          the  Fitout Improvements by a certain date,  which
          date shall not be after May 2, 1999, provided that
          the  Authority makes the Premises available to the
          Airline  for  Fitout  Improvements  on  or  before
          November 9, 1998.
     
          Provided further, that for every day the Authority
          delays in making particular Premises available  to
          the  Airline, the date by which the Airlines  must
          complete   the  Fitout  Improvements   for   those
          Premises  is  extended  one  day  The  Authority's
          rights  to move the Airline into Temporary Airline
          Premises,   or  Permanent  Airline  Premises,   in
          accordance with Article 5, and the rights  of  the
          other  Signatory Airlines to move  into  Permanent
          Airline Premises, shall not be diminished  by  the
          failure  of  the  Airline to complete  its  Fitout
          Improvements.   The  Airline's  acknowledges  that
          time  is  of  the essence and that the failure  to
          complete the Fitout on or before May 2, 1999,  may
          result in the Airline's Permanent Airline Premises
          not  being  substantially complete  and  that  the
          substantial  completion  date  of  the   Airline's
          Permanent  Premises  may, therefore,  be  delayed.
          The  Airline's contracts to accomplish the  Fitout
          Improvements  shall  contain provisions  requiring
          the  retention  of 10 percent of its  contractor's
          billings  pending final acceptance by the  Airline
          of  the  Fitout  Improvements.  The Airline  shall
          take  all reasonable actions necessary to  enforce
          timely completion of the Fitout Improvements.
     
     (iii)     The Authority shall reimburse the Airline for
          the  Eligible  Cost  of  the  Fitout  Improvements
          incurred  by  the  Airline  up  to  a  maximum  of
          $1,000,000  for Dulles.  The Eligible Cost  to  be
          reimbursed  by the Authority include amounts  paid
          by  the  Airline for all construction,  equipment,
          and material costs for the Fitout Improvement such
          as  ceilings;  walls;  flooring;  windows;  doors;
          mechanical,  electrical, and utility  systems  and
          connections and outlets; cabinets and  mill  work;
          and  any  other equipment and finish work attached
          to  and made a permanent part of the Premises; and
          any taxes and freight costs directly attributed to
          the  Fitout.  The reimbursement would also include
          the  reasonable  amounts paid  to  architects  and
          engineers.   All invoices should be  submitted  no
          later than May 2, 2000.
     
     (iv) The following are not Eligible Costs: the cost  of
          any Airline operating facilities, as specified  in
          the  Agreement, Article 3.01, including furniture,
          furnishings,  special  light fixtures,  carpeting,
          draperies, wall coverings, decorations, decorating
          or  other special finishing work, appliance, trade
          fixtures  and equipment that is owned,  furnished,
          installed and used by the airline in its operation
          at the Airport.  The cost of Airline personnel and
          overhead  costs  of any Airline are  not  Eligible
          Costs.
     
     (v)  Any  Fitout  Improvement  costs  incurred  by  the
          Airline  in  excess  of the maximum  stated  above
          shall  be  the responsibility of the  Airline  and
          shall not be an Eligible Cost.
     
     (vi) The  Authority  shall  reimburse  the  Airline  in
          accordance  with  the  payment  procedures  stated
          herein.   The  Airline will establish  a  separate
          bank  checking account to be used exclusively  for
          payment  of Eligible Costs of reimbursable  Fitout
          Improvement Cost.  Checks drawn upon this  account
          shall  require the signature of both  the  Airline
          and  the Authority regardless of the amount.   The
          Authority  shall make timely deposits of principal
          funds  into  the account in amounts sufficient  to
          cover  checks drawn on the account.  Any  interest
          earned by the account, less the amount of any bank
          charges   against  the  account,   including   any
          penalties assessed by the bank for failure of  the
          Authority  to  deposit sufficient funds  into  the
          account  to  cover  checks, shall  belong  to  the
          Authority and may be withdrawn by the Authority at
          any time after it has been credited to the account
          by  the  bank.   Further, funds remaining  in  the
          account  after  payment of  Eligible  Costs  shall
          belong  to  the Authority to the extent  that  the
          Authority deposited principal into the account  in
          excess  of  the  reimbursable  Fitout  Improvement
          costs.
     
     (vii)       The   Airline  shall  be  responsible   for
          providing  to the Authority complete documentation
          of  the  Fitout Improvements and costs  for  which
          reimbursement is sought showing that the work  has
          been  performed in an acceptable manner  and  that
          payment  is due to the contractor(s).  Failure  to
          provide such documentation in a timely manner  may
          delay payment to the Airline's contractor(s).
     
     (viii)     Monthly progress payments shall be  made  on
          the  basis  of  Eligible  costs  incurred  or   on
          estimates  thereof as provided by  the  contractor
          and  approved  by the Airline and the  Authority's
          contracting  officer.  The Airline  shall  require
          the   contractor  to  submit  an  invoice  to  the
          Airline.   The  Airline has the responsibility  to
          determine the amount to be paid.  The Airline will
          mail   a   signed  check,  drawn  on  the  account
          described herein payable to the contractor with an
          original  and  three  copies of  the  contractor's
          invoice to the following address:
     
               Metropolitan Washington Airports Authority
               Accounting Operations Department, MA-22B
               44 Canal Center Plaza
               Alexandria, VA  22314-1562
     
          The  Authority reserves the right to recommend  to
          the  Airline  a  reduction in the payment  to  the
          contractor   for   noncompliance   with    Airport
          regulations,  the  terms  of  this  Agreement,  as
          amended  or  other specified reasons.   The  final
          decision regarding any reduction in payment is the
          responsibility of the Airline.  The reason for any
          reduction from the contractor's invoice amount  by
          the   Airline  shall  be  stated  in  writing  and
          attached to the invoice.
     
     (ix) The  Authority's Design Manual, revised as of July
          1997 (including Appendices 1-3), is to be employed
          by the Airline in making the Fitout Improvements.
     
     (x)  All  contractors  and  subcontractors  working  on
          Fitout Improvements must enroll in the Authority's
          Owner   Controlled   Wrap-Up   Insurance   Program
          (OCWIP).   Eligibility  and enrollment  procedures
          are   defined  in  the  OCWIP  Manual,  which   is
          available from the Authority.
     
     (xii)     The Airline shall take no action inconsistent
          with  Article 19.14.2 of the Agreement  pertaining
          to  the  Authority's compliance with the  Internal
          Revenue Code of 1986.
     
     (xiii)     The Authority strongly encourages the use of
          Minority  and Women Business Enterprises (MBE/WBE)
          for  the  Fitout Improvements, regardless  of  the
          size  or  location  of  the  MBE/WBE.   The  Local
          Disadvantaged    Business   Enterprise's    (LDBE)
          participation is also strongly encouraged, with  a
          goal  of  25  percent  LDBE  participation.    The
          Airline  agrees  to contact the Authority's  Equal
          Opportunity Programs Department at (703)  417-8625
          to pursue MBE/WBE/LDBE participation.
     
     All other terms and conditions of the Agreement remain
unchanged.
     
     IN WITNESS WHEREOF, the Parties hereto have executed
this Amendment.
                              
         METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
     
     
     
     By:
     
                    James A. Wilding
Date
                    President & CEO
                              
                   ATLANTIC COAST AIRLINES
     
     
     
     By:
     
             Name
Date
             Title
     
     I, ________________ certify that I am the Secretary of
the Airline named herein: that who signed this Amendment on
behalf of the Airline, was then ________________ of said
Airline; that said Amendment was duly signed for and on
behalf of said corporation by authority of its governing
body and is within the scope of its corporate powers.


                               
                               ________________________
                               (Corporate Seal)
                               Secretary's Signature