<PAGE>


               AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE
                      MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT


                                       BETWEEN


                           METROPOLITAN AIRPORTS COMMISSION

                                         AND


                                     AIRLINE NAME
                                     ------------

                              EFFECTIVE JANUARY 1, 1999

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----

<S>                                                                          <C>
I.       DEFINITIONS                                                         1

         A.       DEFINITIONS                                                1

         B.       HEADINGS AND CROSS REFERENCES                              11

II.      TERM                                                                12

III.     USE OF THE AIRPORT                                                  13

         A.       AIRLINE RIGHTS                                             13

         B.       EXCLUSIONS, RESERVATIONS, AND CONDITIONS                   16

         C.       USE OF THE INTERNATIONAL ARRIVALS FACILITY                 19

IV.      PREMISES                                                            20

         A.       LEASED PREMISES                                            21

         B.       EXCLUSIVE/PREFERENTIAL  LEASED AREAS                       21

         C.       COMMON BAG CLAIM AREAS                                     25

         D.       MEASUREMENT OF SPACE                                       26

         E.       ACCOMMODATION OF OTHER AIRLINES                            26

         F.       WIDE BODY AND BOEING 757 ACCESS                            29

         G.       ACCESS                                                     29

         H.       SHORT TERM GATES                                           30

         I.       REGIONAL RAMP                                              31

         J.       RELINQUISHMENT OF PREMISES                                 32

         K.       MID-TERM RELINQUISHMENT OF PREMISES                        32

         L.       SURRENDER OF PREMISES                                      33

V.       RENTS, FEES, AND CHARGES                                            35

         A.       GENERAL                                                    35

         B.       RENTS, FEES, AND CHARGES                                   35


                                      -i-
<PAGE>

         C.       MONTHLY ACTIVITY REPORT                                    37

         D.       SECURITY DEPOSITS                                          38

         E.       PAYMENT PROVISIONS                                         39

         F.       NET AGREEMENT                                              40

         G.       NO OTHER FEES AND CHARGES                                  40

         H.       PASSENGER FACILITY CHARGES                                 40

         I.       NON-WAIVER                                                 41

         J.       NONSIGNATORY LANDING FEES                                  41

         K.       AFFILIATED AIRLINE                                         41

VI.      CALCULATION OF RENTS, FEES, AND CHARGES                             42

         A.       GENERAL                                                    42

         B.       CALCULATION/COORDINATION PROCEDURES                        42

         C.       LANDING FEES                                               43

         D.       ENVIRONMENTAL SURCHARGE                                    46

         E.       TERMINAL APRON FEES                                        46

         F.       REGIONAL RAMP FEES                                         47

         G.       TERMINAL BUILDING RENTS                                    48

         H.       CARROUSEL AND CONVEYOR CHARGE                              49

         I.       IAF USE FEES                                               50

         J.       YEAR-END ADJUSTMENTS OF RENTS, FEES, AND CHARGES           51

VII.     CAPITAL EXPENDITURES                                                52

         A.       GENERAL                                                    52

         B.       CAPITAL PROJECTS SUBJECT TO MII REVIEW                     53

         C.       CAPITAL PROJECTS NOT SUBJECT TO MII REVIEW                 54


                                     -ii-
<PAGE>

         D.       2010 PLAN AIRFIELD PROGRAMS                                55

VIII.    INSTALLATION, MAINTENANCE AND UTILITIES                             57

         A.       OBLIGATIONS OF MAC                                         57

         B.       OBLIGATIONS OF AIRLINE                                     59

IX.      DAMAGE OR DESTRUCTION OF PREMISES                                   61

         A.       DAMAGE OR DESTRUCTION                                      61

         B.       FORCE MAJEURE                                              62

X.       INDEMNITY AND LIABILITY INSURANCE                                   63

         A.       INDEMNIFICATION                                            63

         B.       LIABILITY INSURANCE                                        64

         C.       OTHER INSURANCE                                            66

         D.       ENVIRONMENTAL LIABILITY                                    66

XI.      ASSIGNMENT, SUBLETTING, AND GROUND HANDLING                         69

         A.       ADVANCE APPROVAL                                           69

         B.       ASSIGNMENT                                                 70

         C.       SUBLEASE AGREEMENT                                         70

         D.       GROUND HANDLING AGREEMENT                                  71

         E.       BANKRUPTCY                                                 71

XII.     ARBITRATION                                                         73

XIII.    SUPPLEMENTAL  AGREEMENTS                                            74

         A.       GOLD CONCOURSE                                             74

         B.       TEMPORARY REGIONAL TERMINAL                                77

         C.       FIS BAG BELT ENCLOSURE                                     80

         D.       TERMINAL BUILDING                                          81


                                     -iii-
<PAGE>

         E.       MONTH TO MONTH PREMISES                                    81

XIV.     EVENTS OF DEFAULT; REMEDIES                                         82

         A.       EVENTS OF DEFAULT                                          82

         B.       REMEDIES                                                   83

XV.      TERMINATION                                                         85

         A.       TERMINATION BY MAC                                         85

         B.       TERMINATION BY AIRLINE                                     85

         C.       TERMINATION BY GOVERNMENT TAKING                           86

XVI.     GENERAL PROVISIONS                                                  87

         A.       INTERPRETATION                                             87

         B.       COMPLIANCE WITH LAW                                        87

         C.       CIVIL/HUMAN RIGHTS LAWS                                    90

         D.       ECONOMIC NONDISCRIMNATION                                  91

         E.       GRANTING OF MORE FAVORABLE TERMS                           91

         F.       CONSENTS, APPROVALS, AND NOTICES                           92

         G.       WAIVER                                                     92

         H.       APPLICABLE LAW AND FORUM SELECTION                         93

         I.       SUCCESSORS                                                 93

         J.       INSPECTION                                                 93

         K.       QUIET ENJOYMENT                                            94

         L.       NON-LIABILITY OF AGENTS AND EMPLOYEES                      94

         M.       NO PARTNERSHIP OR AGENCY                                   94

         N.       SECURITY                                                   94

         O.       SUBORDINATION TO AGREEMENTS WITH THE U.S. GOVERNMENT       96


                                     -iv-
<PAGE>

         P.       NO EXCLUSIVE RIGHT                                         96

         Q.       CONCERNING DEPRECIATION AND INVESTMENT CREDIT              96

         R.       ATTORNEY'S FEES                                            97

         S.       SAVINGS                                                    97

         T.       MASTER TRUST INDENTURE                                     97

         U.       TERMINATION OF PRIOR AGREEMENTS                            98
</TABLE>


                                     -v-
<PAGE>

                                   EXHIBITS


A    -   Airport Layout Plan

B    -   Airfield

C    -   Terminal Building

D    -   Terminal Apron/Terminal Ramp

E    -   Gold Concourse

F    -   Landside Area

G    -   Other Areas

H    -   International Regularly Schedule Airline Service Criteria

I    -   2010 Plan

J    -   Premises

K    -   Guidelines for Administering Validated Airport Parking

L    -   Regional Aircraft Parking Plan

M    -   Indirect Cost Center Allocations

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

O    -   Initial Rentable Square Footage

P    -   Maintenance Responsibility Matrix

Q    -   Regional Terminal Square Footage

R    -   FIS Bag Belt Enclosure

S    -   Terminal Building Self-Liquidating Projects

T    -   Month to Month Premises


                                     -vi-

<PAGE>

               AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

                      MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT

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

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

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

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

I.       DEFINITIONS

         A.       DEFINITIONS

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


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


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


                  4.       "AIRLINE" means the entity that has executed this
                           Agreement.


                                       -1-
<PAGE>

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


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


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


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


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

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


                                       -2-
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       -3-
<PAGE>

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


                                       -4-
<PAGE>

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

                  10.      "Airport System" means the Airport and the Reliever
                           Airports.

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

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

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

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

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


                                       -5-
<PAGE>

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

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

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

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

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

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

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

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


                                       -6-
<PAGE>

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

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

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

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

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

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


                                       -7-
<PAGE>

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

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

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

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

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

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


                                       -8-
<PAGE>

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

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

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

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

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

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

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

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

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


                                       -9-
<PAGE>

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

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

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

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

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

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

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

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

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


                                       -10-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      -11-
<PAGE>

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

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

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

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

         B.       HEADINGS AND CROSS REFERENCES

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


                                      -12-
<PAGE>

II.      TERM

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


                                      -13-
<PAGE>

III.     USE OF THE AIRPORT

         A.       AIRLINE RIGHTS

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

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

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

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

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

                           b.       Ground Handling.

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

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

                           e.       Porter services.

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

                           g.       Mail, freight, and express package services.


                                      -14-
<PAGE>

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

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

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

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

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

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

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

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


                                      -15-
<PAGE>

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

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

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

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

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

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

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


                                      -16-
<PAGE>

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

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

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

         B.       EXCLUSIONS, RESERVATIONS, AND CONDITIONS

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

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

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

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

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

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


                                      -17-
<PAGE>

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

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

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

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

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

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

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


                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

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


                                      -19-
<PAGE>

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

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


                                      -20-

<PAGE>

         C.       USE OF THE INTERNATIONAL ARRIVALS FACILITY

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

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

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

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

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

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

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


                                      -21-
<PAGE>

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

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

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


                                      -22-
<PAGE>

IV.               PREMISES

         A.       LEASED PREMISES

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


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

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

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

         B.       EXCLUSIVE/PREFERENTIAL LEASED AREAS

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

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


                                      -23-
<PAGE>

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

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

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

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

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

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

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

                                    b.       TERMINAL BUILDING - MEZZANINE
                                             FLOOR.

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

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


                                      -24-
<PAGE>

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

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

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

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

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

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

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

                                    d.      CONCOURSES - OPERATIONS AREA.

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

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


                                      -25-
<PAGE>

                                                     and maintenance thereof
                                                     exclusive of relamping
                                                     and/or relocation.

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

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

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

                                    e.      CONCOURSES - GATE LOBBIES.

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

                                            2)       Conditioned air for
                                                     comfortable lobby
                                                     occupancy.

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

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

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

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


                                      -26-
<PAGE>

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

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

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

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

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

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

         C.       COMMON BAG CLAIM AREAS

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

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

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

                           c.       Heating and mechanical ventilation of space.

                           d.       Baggage claim carousels.

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

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


                                      -27-
<PAGE>

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


                                      -28-
<PAGE>

         D.       MEASUREMENT OF SPACE

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

         E.       ACCOMMODATION OF OTHER AIRLINES

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

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

                           b.       To implement a Capital Project at the
                                    Airport.

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

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

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

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

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


                                      -29-
<PAGE>

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


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


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


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

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

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


                                      -30-
<PAGE>

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

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

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

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

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

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


                                      -31-
<PAGE>

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

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

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

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

         F.       WIDE BODY AND BOEING 757 ACCESS

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


                                      -32-
<PAGE>

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

         G.       ACCESS

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

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

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

                  3.       Reasonable replacement facility space shall be
                           provided.

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

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

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

         H.       SHORT TERM GATES

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

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

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


                                      -33-
<PAGE>

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

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

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

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

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

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

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

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

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


                                      -34-
<PAGE>

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

         I.       REGIONAL RAMP

                  MAC shall:

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

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

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

         J.       RELINQUISHMENT OF PREMISES

                  1.       NOTICE OF INTENT TO RELINQUISH PREMISES

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

                  2.       NON-WAIVER OF RESPONSIBILITY

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

                  3.       REDUCTION OF RENTS, FEES, AND CHARGES

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


                                      -35-
<PAGE>

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

         K.       MID-TERM RELINQUISHMENT OF PREMISES

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



                  1.       NOTICE OF INTENT TO RELINQUISH PREMISES

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

                  2.       LIMITATIONS ON RELINQUISHMENT OF PREMISES

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

                  3.       TREATMENT OF RELINQUISHED PREMISES

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

                  4.       CALCULATION OF AIRLINE COST PER ENPLANED PASSENGER

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


                                      -36-
<PAGE>

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

         L.       SURRENDER OF PREMISES

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


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

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

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


                                      -37-
<PAGE>

V.       RENTS, FEES, AND CHARGES

         A.       GENERAL

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

         B.       RENTS, FEES, AND CHARGES

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

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

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

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

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


                                      -38-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      -39-
<PAGE>

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

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

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

         C.       MONTHLY ACTIVITY REPORT

                  1.       CONTENTS AND DUE DATE

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

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

                  2.       FAILURE TO REPORT

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


                                      -40-

<PAGE>

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

                  3.       INSPECTION AND MAINTENANCE OF RECORDS

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

         D.       SECURITY DEPOSITS

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

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


                                      -41-
<PAGE>

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

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

         E.       PAYMENT PROVISIONS

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

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

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

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

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

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


                                      -42-
<PAGE>

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

                           Metropolitan Airports Commission

                           NW-9227

                           Minneapolis, MN 55485



         F.       NET AGREEMENT

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

         G.       NO OTHER FEES AND CHARGES

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

         H.       PASSENGER FACILITY CHARGES

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

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

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


                                      -43-
<PAGE>

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

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

         I.       NON-WAIVER

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

         J.       NONSIGNATORY LANDING FEES

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

         K.       AFFILIATED AIRLINE

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


                                      -44-
<PAGE>

VI.      CALCULATION OF RENTS, FEES, AND CHARGES

         A.       GENERAL

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

         B.       CALCULATION/COORDINATION PROCEDURES

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

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

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


                                      -45-
<PAGE>

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

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

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

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

         C.       LANDING FEES

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

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

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

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


                                      -46-
<PAGE>

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

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

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

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

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

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

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

                           b.       General aviation and nonsignatory landing
                                    fees;

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

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

                           e.       Landing Fee Deferral/Addition.

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


                                      -47-
<PAGE>

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

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

<TABLE>
<CAPTION>

                                                     FISCAL YEAR         AMOUNT
                                                     -----------         ------
<S>                                                                      <C>
                                                     2001                $ 5.031 million
                                                     2002                $ 6.790 million
                                                     2003                $ 0.875 million
                                                     2004                $ 7.606 million
                                                     2005                $ 1.917 million
                                                     2006                $ 5.672 million
</TABLE>

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

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


                                      -48-
<PAGE>

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

                                             -        15 % of the deferred
                                                      amount in FY2007, plus
                                                      accrued interest
                                             -        40% of the deferred amount
                                                      in FY2008, plus accrued
                                                      interest
                                             -        40% of the deferred amount
                                                      in FY2009, plus accrued
                                                      interest
                                             -        5% of the deferred amount
                                                      in FY2010, plus accrued
                                                      interest


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

         D.       ENVIRONMENTAL SURCHARGE

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

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

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

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

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


                                      -49-
<PAGE>

                  5.       Credits under this Section shall not exceed fees
                           under this Section for any Signatory Airline in a
                           given Fiscal Year.

         E.       TERMINAL APRON FEES

                  MAC shall calculate the terminal apron rate in the following
                  manner and as illustrated in Exhibit N.

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

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

                           b.       The estimated direct and allocated indirect
                                    depreciation and imputed interest on the net
                                    Capital Cost (after grants and PFCs)
                                    allocable to the Terminal Apron cost center
                                    (excluding hydrant fueling repairs and
                                    modifications).

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

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

                  2.       The Terminal Apron Cost shall then be divided by the
                           total estimated lineal feet of Terminal Apron, to
                           determine the terminal apron rate per lineal foot for
                           a given Fiscal Year. For the purposes of this
                           calculation, lineal feet of Terminal Apron shall be
                           computed as the sum of the following:

                           a.       Lineal feet of Terminal Apron excluding the
                                    lineal feet of Regional Ramp; and

                           b.       Weighted lineal feet of Regional Ramp, which
                                    MAC shall compute as the lineal feet of
                                    Regional Ramp weighted by the ratio of the
                                    average depth of the Regional Ramp to the
                                    average depth of other areas of the Terminal
                                    Apron.


                                      -50-
<PAGE>

         F.       REGIONAL RAMP FEES

                  MAC shall calculate the regional ramp fee for Preferential and
                  Common Use parking positions in the following manner and as
                  illustrated in Exhibit N.

                  1.       The total estimated Regional Ramp Cost shall be
                           calculated by multiplying the terminal apron rate per
                           lineal foot by the weighted lineal feet of Regional
                           Ramp.

                  2.       The Regional Ramp Cost shall be divided by the total
                           number of aircraft parking positions on the entire
                           Regional Ramp to compute the fee per Preferential Use
                           parking position.

                  3.       The Common Use Regional Ramp Cost shall be calculated
                           by multiplying the fee per Preferential Use parking
                           position by the number of Common Use parking
                           positions.

                  4.       The Common Use Regional Ramp Cost shall, to the
                           extent feasible, be fully recovered through a use fee
                           established by MAC taking into consideration Common
                           Use Regional Ramp Cost and expected utilization of
                           Common Use parking positions on the Regional Ramp.

                  5.       MAC shall assess no additional charges for areas on
                           the Regional Ramp designated by MAC for Airline
                           ground service equipment.

         G.       TERMINAL BUILDING RENTS

                  MAC shall calculate the terminal building rental rate for
                  unjanitored and janitored space in the Terminal Building as
                  set forth in Subsections 1 and 2 of this Section.

                  1.       MAC shall calculate the terminal building rental rate
                           for unjanitored space in the Terminal Building in the
                           following manner and as illustrated in Exhibit N.

                           a.       The total estimated Terminal Building Cost
                                    shall be calculated by totaling the
                                    following annual amounts:

                                    1)      The total estimated direct and
                                            allocated indirect Operation and
                                            Maintenance Expenses allocable to
                                            the Terminal Building cost center.

                                    2)      The estimated direct and allocated
                                            indirect depreciation and imputed
                                            interest on the net Capital Cost
                                            (after grants and PFCs) allocable to
                                            the Terminal Building cost center.
                                            MAC agrees to defer the start of
                                            recovery through terminal building
                                            rents of depreciation and imputed
                                            interest on $121.574 million of
                                            project costs included in the Green
                                            Concourse Extension Program from
                                            their original date of


                                      -51-
<PAGE>

                                            beneficial occupancy to 2006.
                                            Carrying costs for such projects
                                            during this deferral period shall be
                                            calculated with the amount added to
                                            the original project cost (which, if
                                            debt funded, includes the allocated
                                            portion of capitalized interest,
                                            issuance costs, and other such cost
                                            elements related to such debt) for
                                            recovery through the project's
                                            depreciation and imputed interest
                                            calculations starting in 2006.
                                            Depreciation and imputed interest on
                                            these projects shall be recovered
                                            over the depreciation periods set
                                            forth by in Article VI. B. 2.

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

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

                           b.       The total estimated Terminal Building Cost
                                    shall be reduced by the total estimated
                                    annual amounts of the following items to
                                    determine the Net Terminal Building Cost:

                                    1)       Reimbursed expense for steam and
                                             chilled water on the Gold
                                             Concourse;

                                    2)       Carrousel and conveyor Capital Cost
                                             and Operation and Maintenance
                                             Expense; and

                                    3)       Janitorial Operation and
                                             Maintenance Expenses, as determined
                                             by MAC.

                           c.       The Net Terminal Building Cost shall then be
                                    divided by the total estimated Rentable
                                    Space in the Terminal Building to determine
                                    the terminal building rental rate per square
                                    foot for unjanitored space for a given
                                    Fiscal Year. (See Initial Rentable Square
                                    Footage, Exhibit O).

                  2.       MAC shall calculate the terminal building rental rate
                           for janitored space by totaling the following rates
                           and as illustrated in Exhibit N:


                                      -52-
<PAGE>

                           a.       The terminal building rental rate per square
                                    foot for unjanitored space for a given
                                    Fiscal Year, as calculated in this Section;
                                    and

                           b.       An additional rate per square foot, the
                                    janitored rate, calculated by dividing the
                                    total estimated direct janitorial Operation
                                    and Maintenance Expenses, as determined by
                                    MAC, by the total janitored space in the
                                    Terminal Building (excluding MAC and
                                    mechanical space).

         H.       CARROUSEL AND CONVEYOR CHARGE

                  1.       MAC shall calculate the carrousel and conveyor
                           charge, as illustrated in Exhibit N, by totaling the
                           following annual amounts: equipment charges
                           associated with the carrousel and conveyor, including
                           annual depreciation and imputed interest, maintenance
                           expense, and service charge.

                  2.       MAC shall prorate the carrousel and conveyor charge
                           among the Signatory Airlines using the Common Use
                           Formula.

         I.       IAF USE FEES

                  The IAF use fee for use of the IAF and any associated gates
                  shall be effective through December 31, 2015 and shall be
                  based upon:

                  1.       The cost of the maintenance and operation of the
                           International Arrivals Facility which may include,
                           but is not limited to:

                           a.       utilities;

                           b.       cleaning:

                           c.       maintenance (including the costs of
                                    maintaining the security equipment that
                                    existed as of April 1998), repair and
                                    replacement cost allocation;

                           d.       police, fire, and administrative cost
                                    allocation;

                           e.       costs of providing passenger baggage carts,
                                    if any;

                           f.       costs of providing staff parking for federal
                                    inspections agency staff; and

                           g.       $4.17 per square foot recoupment for lost
                                    rental area in the Gold Concourse.

                  2.       Costs associated with the operation of dual
                           international arrivals facility locations at the
                           Airport, based on the appropriate allocation of costs
                           between the two facilities, not otherwise funded by
                           the federal inspections agencies


                                      -53-
<PAGE>

                           including, but not limited to additional personnel
                           and equipment used by those agencies; and

                  3.       Excess construction and financing costs, if any; and

                  4.       Costs of improvements (defined as $0.32 (32 cents)
                           per international arriving passenger) at the Humphrey
                           Terminal that would have been paid by the Airlines
                           who will now use the International Arrivals Facility
                           until such time as this fee is no longer collected at
                           the Humphrey Terminal.

                  Items (1) through (3) above, for which AIRLINE will be billed
                  monthly, shall be set annually at an estimated charge through
                  MAC's budget process and then adjusted at year end for actual
                  costs pursuant to certified audit by MAC's external auditors
                  and such difference shall be charged or credited to AIRLINE
                  and paid by AIRLINE or MAC within thirty (30) days thereafter.



         J.       YEAR-END ADJUSTMENTS OF RENTS, FEES, AND CHARGES

                  1.       As soon as practical following the close of each
                           Fiscal Year, but in no event later than July 1, MAC
                           shall furnish AIRLINE with an accounting of the costs
                           actually incurred and revenues and credits actually
                           realized during such Fiscal Year with respect to each
                           of the components of the calculation of the rents,
                           fees, and charges calculated pursuant to this Article
                           broken down by rate making Cost Center.

                  2.       In the event AIRLINE's rents, fees, and charges
                           billed during the Fiscal Year exceed the amount of
                           AIRLINE's rents, fees, and charges required (as
                           recalculated based on actual costs and revenues),
                           such excess shall be refunded or credited to AIRLINE.

                  3.       In the event AIRLINE's rents, fees, and charges
                           billed during the Fiscal Year are less than the
                           amount of AIRLINE's rents, fees, and charges required
                           (as recalculated based on actual costs and revenues),
                           such deficiency shall be charged to AIRLINE in a
                           supplemental billing.


                                      -54-
<PAGE>

VII.     CAPITAL EXPENDITURES

         A.       GENERAL

                  1.       Subject to the provisions of Sections B and D of this
                           Article, MAC may incur costs to plan, design, and
                           construct Capital Projects to preserve, protect,
                           enhance, expand, or otherwise improve the Airport
                           System, or parts thereof, at such time or times as it
                           deems appropriate, and may recover through airline
                           rents, fees, and charges the costs of such Capital
                           Projects.

                  2.       Subject to the provisions of this Article, MAC may
                           pay the Capital Cost associated with any Capital
                           Project using funds lawfully available for such
                           purposes as it deems appropriate, and may issue
                           Airport Bonds in amounts sufficient to finance any
                           Capital Project.

                  3.       MAC will use its best efforts to obtain and maximize:
                           (a) federal and state grants, including MNDOT and AIP
                           grants; (b) one hundred eighty six million dollars
                           ($186,000,000) in federal letter of intent ("LOI")
                           and side agreements; and (c) fifty million dollars
                           ($50,000,000) in additional entitlement/discretionary
                           money for a total of two hundred thirty six million
                           dollars ($236,000,000). In the event MAC decides to
                           issue debt to interim finance project costs otherwise
                           chargeable to cost centers affecting airline rates
                           and charges expected to be paid from the future
                           receipt of LOI discretionary grants it will include
                           interest and issuance costs associated with this debt
                           in the calculation of airline rates and charges.

                  4.       This Agreement shall not be interpreted: (a) to
                           impair the authority of MAC to impose a Passenger
                           Facility Fee or to use the Passenger Facility revenue
                           as required by the PFC legislation or PFC
                           Regulations; (b) to restrict MAC from financing,
                           developing or assigning new capacity at the Airport
                           with Passenger Facility revenue if and to the extent
                           such restriction would violate the PFC legislation or
                           PFC Regulations; (c) to preclude MAC from funding,
                           developing, or assigning new capacity at the Airport
                           with PFC revenue in any manner required by the PFC
                           legislation or the PFC Regulations; or (d) to prevent
                           MAC from exercising any other right it is required to
                           retain by the PFC legislation or PFC Regulations if
                           and to the extent it is so required to be retained by
                           the PFC legislation or PFC Regulations. Subject to
                           these provisions, however, MAC and AIRLINE agree as
                           follows:

                           a.       AIRLINE and MAC agree that MAC may impose a
                                    PFC throughout the Term of this Agreement.

                           b.       MAC will use all PFC revenue, including PFCs
                                    attributable to increases in the PFC
                                    collection rate, collected during the Term
                                    of this Agreement to pay the Capital Costs
                                    of the 2010 Plan, as the


                                      -55-
<PAGE>

                                    same may be amended pursuant to the terms of
                                    this Agreement, and any associated debt
                                    service, except that to the extent that
                                    PFC's are not legally authorized to be used
                                    for such purpose under applicable law, they
                                    may be expended for the purposes for which
                                    they are legally authorized.

                           c.       Actual PFC revenue from the lesser of ninety
                                    percent (90%) of Originating Passengers or
                                    forty-five percent (45%) of Enplaned
                                    Passengers for the period from 2011 to 2030
                                    will be applied to fund Capital Costs
                                    associated with the 2010 Plan before being
                                    applied in any other manner. A portion (as
                                    defined below) of the PFC's expected to be
                                    collected for the period from 2011 to 2030
                                    will be used to structure a bond issue to
                                    fund Capital Costs associated with the 2010
                                    Plan. Such Capital Costs will not be charged
                                    to airline cost centers, however debt
                                    service not actually paid with PFC's may be
                                    recovered from the Airlines through a
                                    special charge to the appropriate airline
                                    cost center. This "portion" shall be
                                    determined by MAC, after consultation with
                                    its financial advisors in conjunction with
                                    the issuance of debt associated with the
                                    2010 Plan, based upon its projections of the
                                    amount of PFC revenue which will be
                                    generated from the LESSER of ninety percent
                                    (90%) of the projected Originating
                                    Passengers or forty-five percent (45%) of
                                    the projected Enplaned Passengers for the
                                    period from 2011 to 2030, based upon MAC's
                                    forecasts of passenger growth and an assumed
                                    $5.00 per passenger PFC collection rate.

                  5.       MAC agrees to structure debt so that MAC's
                           construction fund balance will not exceed one hundred
                           twenty-five million dollars ($125,000,000) on
                           December 31, 2010. Any excess beyond this amount will
                           be applied to reduce debt.

                  6.       Annually MAC shall submit to each Signatory Airline a
                           report on the Capital Projects that MAC plans to
                           commence during a Fiscal Year. MAC may from time to
                           time amend or supplement such report for the
                           then-current year by providing supplementary notice
                           to each Signatory Airline. The report (or
                           supplemental report) shall contain the following
                           information:

                           a.       A description of each Capital Project,
                                    together with statement of the need for and
                                    benefits to be derived from each Capital
                                    Project.

                           b.       A schedule of estimated project costs and
                                    proposed funding sources for each Capital
                                    Project.

                           c.       A notice requesting MII approval of the
                                    Capital Projects, if any, that are subject
                                    to MII review under Section B of this
                                    Article.


                                      -56-
<PAGE>

         B.       CAPITAL PROJECTS SUBJECT TO MII REVIEW

                  MAC may not recover through airline rents, fees, or charges
                  the Capital Costs, including the Off-Airport Aircraft Noise
                  Costs, of any Capital Project in the Airfield Cost Center
                  whose gross project costs exceed one million dollars
                  ($1,000,000) without the prior approval of a
                  Majority-in-Interest of Signatory Airlines.

                  1.       Each Capital Project, which is subject to this
                           Section B, shall be deemed to be "Approved by a
                           Majority-In-Interest of Signatory Airlines" unless
                           MAC receives, within forty-five (45) days of mailing
                           the report specified in Section A of this Article,
                           either: (a) written responses from a
                           Majority-In-Interest of Signatory Airlines and such
                           responses signify that a Majority-In-Interest of
                           Signatory Airlines disapprove such Capital Project or
                           (b) a certificate from the chair of the MSP Airport
                           Affairs Committee, with supporting documentation
                           establishing that a Majority-In-Interest of Signatory
                           Airlines disapprove such Capital Project.

                  2.       MAC may proceed with any Capital Project that was
                           disapproved by a Majority-In-Interest of Signatory
                           Airlines; provided, however, that MAC may not recover
                           through airline rents, fees, or charges the Capital
                           Costs, including the Off-Airport Aircraft Noise
                           Costs, of any disapproved Capital Project.

                  3.       Notwithstanding the foregoing and subject to the
                           limitations described below, the 2010 Plan Airfield
                           Programs shall be deemed to be Approved by a
                           Majority-in-Interest of Signatory Airlines.

         C.       CAPITAL PROJECTS NOT SUBJECT TO MII REVIEW

                  Without the prior approval of a Majority-In-Interest of
                  Signatory Airlines, MAC may incur costs to plan, design, and
                  construct at such time or times as it deems appropriate, and
                  may recover through airline rents, fees, and charges the costs
                  of the following Capital Projects:

                  1.       Any Capital Project that is not in the Airfield Cost
                           Center except as set forth in D. below.

                           MAC plans to undertake a program of improvements to
                           the Airport System known as the 2010 Plan. The 2010
                           Plan, which is described in Exhibit I, includes
                           Capital Projects that are not in the Airfield Cost
                           Center as well as the 2010 Plan Airfield Programs.
                           Such Capital Projects are so identified in Exhibit I.

                  2.       Any Capital Project in the Airfield Cost Center that
                           is necessary to comply with a rule, regulation, or
                           order of any governmental agency, other than an
                           ordinance of MAC, that has jurisdiction over the
                           operation of the Airport.


                                      -57-
<PAGE>

                  3.       Any Capital Project in the Airfield Cost Center that
                           is necessary to satisfy a final judgment against MAC
                           rendered by a court of competent jurisdiction.

                  4.       Any Capital Project in the Airfield Cost Center that
                           is necessary to repair casualty damage, the cost of
                           which exceeds the proceeds of applicable insurance;
                           provided that the MAC may recover the Capital Cost of
                           such repair only to the extent that the cost of
                           reconstruction or replacement exceeds the insurance
                           proceeds available for such purposes.

         D.       2010 PLAN AIRFIELD PROGRAMS

                  1.       Subject to the limitations described below, MAC has
                           the right to incur costs to plan, design, and
                           construct at such time or times as it deems
                           appropriate and to recover through airline rents,
                           fees, and charges the costs of the 2010 Plan Airfield
                           Programs, which are identified in Exhibit I.

                  2.       MAC may add, delete, or otherwise modify components
                           of the 2010 Plan Airfield Programs; provided,
                           however, that no such modifications may materially
                           change the scope of any of the 2010 Plan Airfield
                           Programs without the prior approval of a
                           Majority-In-Interest of Signatory Airlines. MAC shall
                           provide Signatory Airlines with annual updates on the
                           progress of the 2010 Airfield Programs including
                           modifications to the 2010 Plan Airfield Program in
                           reasonable detail.

                  3.       MAC will use its best efforts to obtain a letter of
                           intent for AIP discretionary grants to fund eligible
                           costs of the Runway 17/35 Program.

                  4.       The Original Cost Estimate (stated in 1998 dollars)
                           of each 2010 Plan Airfield Program is presented in
                           Exhibit I. MAC may not exceed the Original Cost
                           Estimate of any 2010 Plan Airfield Program except as
                           set forth in this Section.

                  5.       MAC may revise the Original Cost Estimate of a 2010
                           Plan Airfield Program as follows:

                           a.       From time to time to reflect material scope
                                    changes approved by MAC and by a
                                    Majority-In-Interest of the Signatory
                                    Airlines; and

                           b.       Annually in accordance with changes in
                                    inflation. Such revision shall be calculated
                                    by adjusting the Original Cost Estimate (as
                                    revised to reflect material scope changes)
                                    by changes in the ENGINEERING NEWS RECORD
                                    Construction Cost Index
                                    for Minneapolis.

                           c.       To reflect increases in the cost of the
                                    Noise Mitigation Program caused by increases
                                    in the size of the approved 65 DNL noise
                                    contour, as documented in the FAR Part 150
                                    Program.


                                      -58-
<PAGE>

                  6.       MAC shall develop and maintain Current Cost Estimates
                           for each of the 2010 Plan Airfield Programs.

                  7.       In the event the Current Cost Estimate of any of the
                           2010 Plan Airfield Programs exceeds the Original Cost
                           Estimate, as revised, for such Program, then the MAC
                           at its sole discretion shall do one or more of the
                           following:



                           a.       After consultation with Airlines, modify or
                                    defer until after 2010 a sufficient number
                                    of projects contained in such Program so
                                    that the Current Cost Estimate does not
                                    exceed the Original Cost Estimate, as
                                    revised in accordance with Paragraph D.5. of
                                    this Section; or

                           b.       Fund the amount of the excess and exclude
                                    depreciation and interest on such amount
                                    from the calculation of rents, fees, and
                                    charges; or

                           c.       Obtain approval for additional costs from a
                                    Majority-In-Interest of Signatory Airlines.
                                    The Majority-In-Interest approval is
                                    required only on the portion of the Current
                                    Cost Estimate that exceeds the Original Cost
                                    Estimate, as revised in accordance with
                                    Paragraph D.5. of this Section.


                                      -59-

<PAGE>

VIII.    INSTALLATION, MAINTENANCE AND UTILITIES

         A.      OBLIGATIONS OF MAC

                  1.       MAC shall maintain and operate the Airport in
                           conformance with all rules and regulations of the FAA
                           and any other governmental agency having jurisdiction
                           thereof, provided that nothing herein contained shall
                           be deemed to require MAC to enlarge the Airport, to
                           make expansions or additions to the landing areas,
                           runways or taxiways, or other appurtenances of the
                           Airport. In limitation of the foregoing, it is
                           expressly agreed that if funds for the provision,
                           maintenance and operation of the control tower,
                           instrument landing system, ground control approach
                           and/or other air navigation aids or other facilities
                           required or permitted by the United States and needed
                           by AIRLINE for AIRLINE's operation at the Airport,
                           which are now, or may hereafter be furnished by the
                           United States, are discontinued MAC shall not be
                           required to furnish such facilities.

                  2.       Except as otherwise specifically provided herein, MAC
                           during the Term of this Agreement shall, in
                           accordance with acceptable FAA standards, and other
                           applicable statutes or regulations, operate,
                           maintain, and keep in good repair the Airport,
                           including the Terminal Complex, vehicular parking
                           spaces, and all appurtenances, facilities and
                           services therein, including, without limiting the
                           generality hereof, all field lighting and other
                           appurtenances, facilities and services which MAC is
                           to furnish hereunder, and Common Use Premises. MAC
                           shall make repairs thereto, though occasioned by
                           negligence of AIRLINE or its employees, agents, or
                           invitees. MAC may recover from AIRLINE such portion
                           of the cost of such repairs as is not recoverable
                           through MAC's insurance on such damaged or destroyed
                           structures or facilities.

                  3.       It is further agreed that nothing in this Agreement
                           shall prevent MAC from making such commitments to the
                           Federal Government or to the State of Minnesota as
                           may be required in order to qualify for the
                           expenditure of Federal or State funds on the Airport.
                           Such commitments shall be without prejudice to
                           AIRLINE's right to claim damages therefrom. In
                           furtherance of the foregoing, MAC shall:

                           a.       Keep the Airport reasonably free from
                                    obstructions, including the removal and
                                    clearing of snow, grass, stone, or other
                                    foreign matter as necessary and with
                                    reasonable promptness from the runways,
                                    taxiways and loading areas, and areas
                                    immediately adjacent thereto in order to
                                    insure the safe, convenient, and proper use
                                    of the Airport by AIRLINE and others.

                           b.       Keep public areas of the Terminal Complex
                                    adequately supplied, equipped, furnished and
                                    decorated, and operate and maintain a public
                                    address system and adequate directional
                                    signs in the Terminal Complex and throughout
                                    the Airport, including but not


                                      -60-
<PAGE>

                                    limited to signs indicating the location of
                                    public restaurants, restrooms, newsstands,
                                    telephones, telegraph, baggage counters, and
                                    all other facilities for passenger or public
                                    use in the Terminal Complex or elsewhere on
                                    the Airport.

                  4.       MAC shall:

                           a.       Provide and supply adequate heat,
                                    conditioned air, water and adequate lighting
                                    for the Terminal Complex and loading ramps,
                                    and adequate field lighting on or for the
                                    Airport (See Article IV.B.).

                           b.       Provide reasonable access to existing sewer,
                                    water, heating/cooling, electrical and other
                                    available utilities in the Terminal Complex,
                                    with cost of connection to be borne by
                                    Airlines.

                           c.       Provide janitors and other cleaners
                                    necessary to keep the areas outlined in
                                    Exhibit P, the unleased Rentable Space, and
                                    the field and runway areas of the Airport at
                                    all times safe, clean, neat, orderly,
                                    sanitary, and presentable. AIRLINE may
                                    janitor its Preferential Use holdroom areas
                                    if in the judgment of MAC's Executive
                                    Director the level of cleaning meets MAC's
                                    consistently applied standards.

                           d.       Provide space in the Terminal Building and
                                    arrange for the professional operation of
                                    restaurants for the purpose of selling food,
                                    beverages, and merchandise to the public.

                  5.       MAC shall perform maintenance in the Terminal Complex
                           and surrounding areas in compliance with Exhibit P
                           and as further defined in this Article. Any changes
                           to that responsibility must be incorporated as an
                           amendment to this Agreement.

                  6.       MAC by its authorized officers, employees, agents,
                           contractors, subcontractors, or other
                           representatives, shall have the right (at such times
                           as may be reasonable under the circumstances and with
                           as little interruption of AIRLINE's operation as is
                           reasonably practicable) to enter AIRLINE's Exclusive,
                           Preferential, or Common Use Premises for the
                           following purposes:

                           a.       To inspect such space to determine whether
                                    AIRLINE has complied and is currently in
                                    compliance with the terms and conditions of
                                    this Agreement.

                           b.       Upon reasonable notice to perform such
                                    maintenance, cleaning, or repair as MAC's
                                    Executive Director deems necessary, if
                                    AIRLINE fails to perform its obligations
                                    under this Article VIII, and to recover the
                                    reasonable cost of such maintenance,
                                    cleaning, or repair from AIRLINE.


                                      -61-
<PAGE>

                  7.       With regard to the IAF, MAC shall:

                           a.       Operate, maintain, and keep the IAF space in
                                    good repair and shall keep it adequately
                                    supplied, equipped, furnished and decorated,
                                    and operate and maintain adequate
                                    directional signs.

                           b.       Provide janitors and other cleaners
                                    reasonably necessary to keep the IAF space,
                                    including Federal office space, safe, clean,
                                    neat, orderly, sanitary, and presentable.

         B.       OBLIGATIONS OF AIRLINE

                  1.       AIRLINE shall, in accordance with Exhibit P, attached
                           hereto, be responsible for and shall perform or cause
                           to be performed janitorial, maintenance, and repair
                           of the Exclusive Premises in a neat and orderly
                           condition and shall repair or replace as needed all
                           improvements, installations, fixtures and equipment
                           to be initially installed by it hereunder. Where
                           damage is caused by negligence of MAC, its officers,
                           agents, or employees, AIRLINE may recover from MAC
                           the cost of repairs to the extent but only to the
                           extent that the cost of such repairs is not
                           recoverable through insurance of AIRLINE on such
                           improvements, installations, fixtures and equipment.
                           AIRLINE shall not commit nor permit any waste of or
                           to the Premises or to apron areas adjacent to
                           AIRLINE's holdroom. Explicitly in furtherance of the
                           foregoing the AIRLINE shall:

                           a.       Whether alone or in conjunction with other
                                    Airlines at the Airport provide sufficient
                                    porter service and common bag claim service
                                    in the area designated for the convenience
                                    of AIRLINE's passengers, and

                           b.       Not permit the accumulation in the Premises
                                    or on the apron area adjacent to its
                                    holdroom of rubbish, debris, waste material,
                                    or anything detrimental to health or
                                    unsightly or likely to create a fire hazard,
                                    but shall make prompt disposition thereof.

                  2.       Subject to MAC's Rules and Regulations and
                           Ordinances, AIRLINE may, from time to time, install
                           additional facilities and improvements and modify or
                           expand existing facilities or improvements in its
                           Exclusive and Preferential Use Premises. Before
                           entering into any contract for such work, or
                           commencing work with its own personnel, AIRLINE shall
                           first submit to MAC for its prior written approval a
                           request (in a form prescribed by MAC) accompanied by
                           a set of complete construction plans and
                           specifications for the proposed work. The work shall
                           not interfere with the operation of the Airport and
                           flights to and from the same on a 24 hours per day, 7
                           days per week basis. In completing the work approved
                           the AIRLINE shall:


                                      -62-
<PAGE>

                           a.       If requested by MAC (but only to the extent
                                    required by law), require the contractor and
                                    any subcontractor to furnish a performance
                                    bond and payment bond, approved as to form
                                    and substance by MAC.

                           b.       Deliver to MAC "as built" drawings of the
                                    work actually performed by it and shall keep
                                    such drawings current showing any changes or
                                    modification made in or to its Exclusive and
                                    Preferential Use Premises.

                  3.       With regard to the IAF, AIRLINE is responsible for
                           handling and disposing of all international waste on
                           AIRLINE's aircraft in accordance with the
                           requirements of the United States Department of
                           Agriculture.


                                      -63-
<PAGE>

IX.      DAMAGE OR DESTRUCTION OF PREMISES

         A.       DAMAGE OR DESTRUCTION

                  1.       If any building of MAC in which AIRLINE occupies
                           Premises hereunder shall be partially damaged by
                           fire, explosion, the elements, the public enemy, or
                           other casualty, but shall not be rendered thereby
                           untenantable, the same shall be repaired with due
                           diligence by MAC. If the damage shall be so extensive
                           as to render such building untenantable in whole or
                           in part but capable of being repaired in ninety (90)
                           days, the same shall be repaired with due diligence
                           by MAC and the rent payable hereunder with respect to
                           the portion of AIRLINE's Premises so rendered
                           untenantable shall be proportionately paid up to the
                           time of such damage and shall thence forth cease and
                           be abated until such time as such untenantable
                           portion of such building shall be fully restored to
                           tenantable condition.

                  2.       In case any such building is completely destroyed by
                           fire, explosion, the elements, the public enemy, or
                           other casualty, or be so damaged that the same cannot
                           reasonably be repaired with due diligence by MAC
                           within ninety (90) days of such casualty, MAC shall,
                           within sixty (60) days of such casualty give AIRLINE
                           written notice that it intends or does not intend to
                           repair or reconstruct such building, as follows:

                           a.       In the event MAC elects to repair and
                                    reconstruct the building, then the same
                                    shall be repaired with due diligence by MAC
                                    and the rent payable hereunder with respect
                                    to the portion of AIRLINE's Premises
                                    rendered untenantable as a result of such
                                    casualty shall be proportionately paid up to
                                    the time of such casualty and shall
                                    thenceforth cease and be abated until such
                                    time as such untenantable portion of such
                                    building shall be restored to tenantable
                                    condition.

                           b.       In the event MAC determines not to repair or
                                    reconstruct such building (whether by
                                    delivery of notice to said effect or by
                                    deemed notice as hereinafter described),
                                    then this Agreement shall be deemed
                                    terminated as to the portion of the
                                    AIRLINE's Premises rendered untenantable as
                                    a result of such casualty with respect to
                                    such portion, and rent payable hereunder
                                    with respect to such portion shall be
                                    proportionately paid through the date of
                                    such casualty and shall thenceforth cease.

                                    If no written notice of intention to repair
                                    and restore is timely received by AIRLINE
                                    within the above-referenced sixty (60) day
                                    period, then MAC shall be deemed to have
                                    elected not to repair or reconstruct the
                                    building. Except as expressly set forth in
                                    this Article IX, MAC shall have no
                                    obligation to repair or rebuild any of the
                                    facilities at the Airport in the event of
                                    damage by the elements, fire, explosions or
                                    other casualty or causes beyond the control
                                    of MAC.


                                      -64-
<PAGE>

                           c.       Proceeds of any insurance maintained by MAC
                                    payable with respect to such casualty shall
                                    be applied to such repair or reconstruction
                                    or shall be credited to the appropriate
                                    Airport Cost Centers.

         B.       FORCE MAJEURE

                  Except as expressly provided in this Agreement, neither MAC
                  nor AIRLINE shall be deemed to be in default hereunder if
                  either party is prevented from performing any of the
                  obligations, other than payment of rents, fees and charges
                  hereunder, by reason of strikes, boycotts, labor disputes,
                  embargoes, shortages of energy or materials, acts of the
                  public enemy, prolonged unseasonable weather conditions and
                  the results of acts of nature, riots, rebellion, sabotage, or
                  any other similar circumstances for which it is not
                  responsible or which are not within its control.


                                      -65-
<PAGE>

X.       INDEMNITY AND LIABILITY INSURANCE

         A.       INDEMNIFICATION

                  1.       AIRLINE agrees to indemnify, defend, save and hold
                           harmless MAC and its Commissioners, officers, and
                           employees (collectively, "Indemnitees") from and
                           against any and all liabilities, losses, damages,
                           suits, actions, claims, judgments, settlements, fines
                           or demands of any person other than an Indemnitee
                           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 attorneys' fees, court
                           costs, and expert fees), of any nature whatsoever
                           arising out of or incident to (a) the use or
                           occupancy of, or operations of AIRLINE at or about
                           the Airport, or (b) the acts or omissions of
                           AIRLINE's officers, agents, employees, contractors,
                           subcontractors, licensees, or invitees, regardless of
                           where the injury, death or damage may occur, unless
                           such injury, death or damage is caused by (i) the
                           negligent act or omission of an Indemnitee whether
                           separate or concurrent with negligence of others,
                           including AIRLINE or (ii) the breach by an Indemnitee
                           of this Agreement. MAC shall give AIRLINE reasonable
                           notice of any such claims or actions. In indemnifying
                           or defending MAC, AIRLINE shall use legal counsel
                           reasonably acceptable to MAC and shall control the
                           defense of such claim or action.

                  2.       AIRLINE further agrees that if a prohibited incursion
                           into the Air Operations Area occurs, or the safety or
                           security of the Air Operations Area, the Airfield, or
                           other sterile area safety or security is breached by
                           or due to the negligence or willful act or omission
                           of any of AIRLINE's employees, agents, or contractors
                           and such incursion or breach results in a civil
                           penalty action being brought against the MAC by the
                           U.S. Government, AIRLINE agrees to reimburse MAC for
                           all expenses, including attorney fees, incurred by
                           MAC in defending against the civil penalty action and
                           for any civil penalty or settlement amount paid by
                           MAC as a result of such incursion or breach of
                           airfield or sterile area security. MAC shall notify
                           AIRLINE of any allegation, investigation, or proposed
                           or actual civil penalty sought by the U.S. Government
                           for such incursion or breach. Civil penalties and
                           settlement and associated expenses reimbursable under
                           this Paragraph include but are not limited to those
                           paid or incurred as a result of violation of FAR Part
                           107, "Airport Security," FAR Part 108, "Airplane
                           Operator Security," or FAR Part 139, "Certification
                           and Operations: Land Airports Serving Certain Air
                           Carriers."

                  3.       The provisions of this Article shall survive the
                           expiration of this Agreement with respect to matters
                           arising before such expiration or before early
                           termination or before relinquishment of Premises.


                                      -66-
<PAGE>

         B.       LIABILITY INSURANCE

                  1.       AIRLINE shall provide, without cost or expense to
                           MAC, and maintain in force throughout the full Term
                           hereof the following insurance coverages as
                           appropriate, insuring AIRLINE and MAC against the
                           liabilities set forth in Subsection A next above:

                           a.       Aircraft liability insurance and
                                    comprehensive general public liability
                                    insurance for claims of property damage,
                                    bodily injury, or death allegedly resulting
                                    from AIRLINE's activities into, on, and
                                    leaving any part of the Airport, in an
                                    amount not less than three hundred million
                                    dollars ($300,000,000) per occurrence for
                                    Airlines operating aircraft over one hundred
                                    (100) seats, and not less than two hundred
                                    million dollars ($200,000,000) for Airlines
                                    operating aircraft with ninety-nine (99) or
                                    fewer seats, and not less than one hundred
                                    million dollars ($100,000,000) for Airlines
                                    operating aircraft with fifty-nine (59) or
                                    fewer seats. For purposes of this Section,
                                    the number of seats is determined based upon
                                    the largest aircraft in AIRLINE's fleet.

                           b.       Liquor liability insurance for any facility
                                    of AIRLINE serving alcoholic beverages on
                                    the Airport in an amount not less than ten
                                    million dollars ($10,000,000).

                           c.       Hangarkeepers liability insurance in an
                                    amount adequate to cover any non-owned
                                    property in the care, custody and control of
                                    AIRLINE on the Airport, but in any event in
                                    an amount not less than five million dollars
                                    ($5,000,000).

                           d.       Automobile liability insurance in an amount
                                    adequate to cover vehicles operating on the
                                    Airport in an amount not less than five
                                    million dollars ($5,000,000) combined single
                                    limit.

                  2.       Notwithstanding anything to the contrary in this
                           Article, MAC may allow the insurance coverage
                           required herein to be provided through a
                           self-insurance plan established by AIRLINE. The
                           self-insurance plan may consist of a combination of
                           primary, excess umbrella insurance and self-insurance
                           protection and must be no less than the limits stated
                           in the Article. The self-insurance plan must be
                           approved in writing by MAC prior to becoming
                           effective at the Airport. If AIRLINE requests MAC's
                           approval of a self-insurance plan, it must submit a
                           copy of its self-insurance plan, current financial
                           statements annually showing the limits of its
                           established self-insurance retention and proof of the
                           primary and excess umbrella insurance. If the
                           self-insurance plan is approved by the MAC and
                           becomes effective, AIRLINE shall not increase the
                           self-insurance retention levels stated in the
                           self-insurance plan approved by MAC.


                                      -67-

<PAGE>

                  3.       MAC, in operating the Airport, will carry and
                           maintain comprehensive general liability insurance in
                           such amounts as would normally be maintained by
                           public bodies engaged in carrying on similar
                           activities. MAC presently carries three hundred
                           million dollars ($300,000,000) of comprehensive
                           general liability insurance.

                  4.       MAC reserves the right to periodically review any and
                           all policies of insurance and to reasonably adjust
                           the limits of coverage required hereunder from time
                           to time throughout the period of this Agreement. In
                           such event, MAC shall provide AIRLINE with written
                           notice of such adjusted limits and AIRLINE shall
                           comply within sixty (60) days of receipt thereof to
                           the extent such coverage is available on commercially
                           reasonable terms.

                  5.       All policies of insurance required herein shall be in
                           a form and with a company or companies reasonably
                           satisfactory to MAC and shall name MAC as an
                           additional insured to the extent AIRLINE is required
                           to indemnify MAC pursuant to Subsection A above. Each
                           such policy shall provide that such policy may not be
                           materially changed (e.g., coverage limits reduced
                           below the minimum specified in this Agreement) or
                           otherwise materially altered, or cancelled by the
                           insurer during its term without first giving at least
                           thirty (30) days written notice to MAC. Policies or
                           certificates of valid policies of insurance with
                           required coverages shall be delivered to MAC.

                  6.       Before the expiration of any then current policy of
                           insurance, AIRLINE shall deliver to MAC evidence that
                           such insurance coverage has been renewed.

                  7.       If at any time AIRLINE shall fail to obtain or to
                           maintain in force the insurance required herein, MAC
                           may notify AIRLINE of its intention to purchase such
                           insurance for AIRLINE's account. If AIRLINE has not
                           delivered evidence of insurance to MAC before the
                           date on which the current insurance expires, MAC may
                           provide such insurance by taking out policies in
                           companies satisfactory to it. Such insurance shall be
                           in amounts no greater than those stipulated herein or
                           as may be in effect from time to time. The amount of
                           the premiums paid for such insurance by MAC shall be
                           paid by AIRLINE upon receipt of MAC's billing
                           therefor, with interest at the prime interest rate
                           announced by a major money center bank.

                  8.       MAC shall cause the Terminal Complex including the
                           loading piers, but exclusive of improvements,
                           facilities and fixtures constructed or installed by
                           AIRLINE and concessionaires as their separate
                           leasehold improvements, to be insured throughout the
                           Term of the Agreement for not less than 90 percent of
                           its and their full insurable value against perils of
                           fire, extended coverage, vandalism, and malicious
                           mischief. MAC shall also carry boiler and pressure
                           vessel explosion, sprinkler leakage and glass
                           breakage insurance. AIRLINE shall be relieved from
                           liability under this Article X and Commission waives
                           all right of recovery from AIRLINE hereunder for
                           damage or destruction of its property insured
                           hereunder to the extent but not beyond the extent
                           that such cost of repair is recoverable through such


                                      -68-
<PAGE>

                           insurance provided, however, that AIRLINE shall
                           reimburse the Commission for any increase in premium
                           resulting from inclusion therein of a waiver of
                           subrogation endorsement.

                  9.       AIRLINE shall cause all improvements, installations,
                           fixtures and equipment installed by it hereunder to
                           be insured throughout the Term of the Agreement for
                           not less than 90 percent of their full insurable
                           value against perils of fire, extended coverage,
                           vandalism and malicious mischief, and with pressure
                           vessel coverage.

         C.       OTHER INSURANCE

                  MAC may carry additional insurance in such amounts and of such
                  types as would normally be maintained by public bodies engaged
                  in carrying on similar activities.

         D.      ENVIRONMENTAL LIABILITY

                 1.        INDEMNIFICATION

                           AIRLINE hereby indemnifies and agrees to defend,
                           protect, and hold harmless, MAC and its
                           Commissioners, officers, employees and agents, and
                           their respective successors, as well as successors in
                           title to any interest in the Premises (hereafter
                           "Environmental Indemnitees"), from and against any
                           and all losses, liabilities, fines, damages,
                           injuries, penalties, response costs, or claims of any
                           and every kind whatsoever paid, incurred or asserted
                           against, or threatened to be asserted against, any
                           Environmental Indemnitee, ("Environmental Claims"),
                           including, without limitation: (a) all consequential
                           damages; (b) the reasonable costs of any
                           investigation, study, removal, response or remedial
                           action, as well as the preparation and implementation
                           of any monitoring, closure or other required plan or
                           response action; and (c) all reasonable costs and
                           expenses incurred by any Environmental Indemnitee in
                           connection therewith, including but not limited to,
                           reasonable fees for attorney and consultant services;
                           which Environmental Claims arise out of or relate to
                           (i) the presence on, in or under, or the escape,
                           seepage, leakage, spillage, discharge, deposit,
                           disposal, emission or release of Environmentally
                           Regulated Substances on, in or from the Premises or
                           AIRLINE's use of the Airport pursuant to this
                           Agreement, not in full accordance with Environmental
                           Law arising out of AIRLINE's past or present
                           operations during the Term of this Agreement or (ii)
                           any inaccuracy, incompleteness, breach or
                           misrepresentation under Subsections D.2. of this
                           Article and Article XVI.B.4. of this Agreement. If
                           any indemnified claim or action shall be brought
                           against any Environmental Indemnitee hereunder, then
                           after such Environmental Indemnitee notifies AIRLINE
                           thereof, AIRLINE shall be entitled to participate
                           therein as a party, and shall assume the defense
                           thereof at the expense of the AIRLINE with counsel
                           reasonably satisfactory to such Indemnitee and
                           AIRLINE shall be entitled to settle and compromise
                           any


                                      -69-
<PAGE>

                           such claim or action; provided, however, that such
                           Environmental Indemnitee may elect to be represented
                           by separate counsel, at such Environmental
                           Indemnitee's sole expense, and if such Environmental
                           Indemnitee so elects, such settlement or compromise
                           shall be effected only with the consent of such
                           Environmental Indemnitee, which shall not be
                           unreasonably withheld and shall be granted if such
                           settlement or compromise provides for a complete
                           release of such Environmental Indemnitees. This
                           indemnification, and AIRLINE's obligations hereunder,
                           shall survive the cancellation, termination or
                           expiration of the Term of this Agreement with respect
                           to matters arising prior thereto.

                    2.     CLAIMS RELATING TO ENVIRONMENTALLY REGULATED
                           SUBSTANCES

                           AIRLINE represents and warrants that subsequent to
                           November 1, 1989, to the best of AIRLINE's actual
                           knowledge, except as previously disclosed to the MAC
                           or any applicable regulatory body as required, (a) no
                           enforcement, investigation, cleanup, removal,
                           remedial or response action or other governmental or
                           regulatory actions have been asserted against AIRLINE
                           with respect to the Premises, pursuant to any
                           Environmental Laws or relating to Environmentally
                           Regulated Substances; (b) no violation or
                           noncompliance with Environmental Laws has occurred
                           with respect to AIRLINE's past or present operations
                           conducted on the Premises; (c) no claims have been
                           made or been threatened by any third party against
                           the AIRLINE with respect to the Premises relating to
                           Environmental Laws or Environmentally Regulated
                           Substances, including by any governmental entity,
                           agency or representative (collectively "Governmental
                           Entity").

                  3.       TESTING AND REPORTS

                           AIRLINE shall provide to MAC within ten (10) days of
                           request, a copy of any notice regarding violation of
                           any Environmental Law arising out of AIRLINE's past
                           or present operations on the Premises, a copy of any
                           inquiry regarding environmental matters by any
                           Governmental Entity, a copy of any reports required
                           by the Environmental Laws regarding violation of any
                           Environmental Law arising out of AIRLINE's past or
                           present operation of the Premises, or a copy of any
                           notice of the emission or release of Environmentally
                           Regulated Substances in violation of any
                           Environmental Law arising out of AIRLINE's past or
                           present operations on the Premises. If MAC has a
                           reasonable basis to believe that AIRLINE is not
                           meeting the obligations of Article XVI.B.4. of this
                           Agreement, MAC may by notice require AIRLINE to
                           conduct a reasonable review of its records for such
                           documents as MAC reasonably believes have not been
                           provided and submit any such documents as required.

                  4.       NOTIFICATION


                                      -70-
<PAGE>

                           AIRLINE shall notify MAC in writing within fifteen
                           (15) business days of any matter that AIRLINE obtains
                           knowledge of that may give rise to an indemnified
                           claim under Subsection D.1. of this Article or that
                           constitutes any emission or release or any threatened
                           emission or release of any Environmentally Regulated
                           Substance in, on, under or about the Premises arising
                           out of AIRLINE's past or present operations which is
                           or may be in violation of the Environmental Laws.

                  5.       RIGHT TO INVESTIGATE

                           Subject to Subsections D.3. and D.6. of this Article,
                           upon reasonable notice to AIRLINE, MAC shall have the
                           right, but not the obligation or duty, at any time
                           from and after the date of this Agreement, to
                           investigate, study and test the Premises (at MAC's
                           own expense, unless otherwise provided herein) during
                           normal business hours, except under emergency
                           circumstances, to determine whether Environmentally
                           Regulated Substances are located in, on or under the
                           Premises, or were emitted or released therefrom,
                           which are not in compliance with Environmental Laws,
                           provided that such investigation, study and testing
                           shall not unreasonably interfere with AIRLINE's
                           operations on and use of the Premises. AIRLINE shall
                           be entitled to have a representative present during
                           such investigation.

                  6.       RIGHT TO TAKE ACTION

                           MAC shall have the right, but not the duty or
                           obligation, to take whatever reasonable action it
                           deems appropriate to protect the Premises from any
                           material impairment to its value resulting from any
                           escape, seepage, leakage, spillage, discharge,
                           deposit, disposal, emission or release of
                           Environmentally Regulated Substances from the
                           Premises which is not in full accordance with any
                           Environmental Law and arises out of AIRLINE's past or
                           present operations during the Term of this Agreement.
                           The MAC shall notify the AIRLINE of its intention to
                           take such action in writing thirty (30) days before
                           proceeding under this Subsection D.6. Within that
                           thirty (30) day period, AIRLINE shall have the
                           opportunity to take whatever reasonable action is
                           deemed appropriate by MAC or provide MAC a binding
                           commitment to do so within a reasonable time. If
                           AIRLINE does not take such action or provide a
                           binding commitment within the thirty (30) day period,
                           MAC may proceed under the terms of this Subsection
                           D.6. All costs associated with any action by the MAC
                           in connection with this provision, including but not
                           limited to reasonable attorneys' fees, shall be
                           subject to Subsection D.1. of this Article.


                                      -71-
<PAGE>

XI.      ASSIGNMENT, SUBLETTING, AND GROUND HANDLING

         A.       ADVANCE APPROVAL

                  Except as provided in this Article, and except with respect to
                  arrangements in effect on the date of execution of this
                  Agreement for which the consent of MAC has previously been
                  obtained, AIRLINE shall have no right to assign or sublease
                  this Agreement, or enter into any Ground Handling agreement,
                  without the prior written consent of MAC, which rights of
                  consent are granted to MAC by MAC Ordinance No. 58
                  Section 11(a), and which rights are absolute and expressly
                  reserved to the MAC hereby.

                  1.       AIRLINE, when requesting an approval of an
                           assignment, sublease, or Ground Handling agreement
                           under this Article, 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:

                           a.       The Premises to be assigned, sublet or used
                                    under a Ground Handling agreement;

                           b.       The terms;

                           c.       If a sublease, the rentals and fees to be
                                    charged; and

                           d.       All material terms and conditions of the
                                    assignment, sublease, or Ground Handling
                                    agreement that MAC may require.

                           If the agreement is subsequently executed, AIRLINE
                           shall submit a fully executed copy of such agreement
                           to MAC promptly upon the execution thereof.

                  2.       MAC shall have the right to examine the terms of any
                           agreement or arrangement submitted to it for approval
                           pursuant to this Article and determine whether such
                           agreement or arrangement is most appropriately
                           characterized as an assignment, sublease, or Ground
                           Handling agreement, regardless of AIRLINE's
                           characterization of such agreement or arrangement.

                  3.       If AIRLINE fails to obtain written approval from MAC
                           prior to the effective date of any such assignment,
                           sublease, or Ground Handling agreement, MAC, in
                           addition to the rights and remedies set forth in
                           Article XIV, shall have the right to refuse to
                           recognize such agreement, and the assignee, sublessee
                           or "handled" Airline shall acquire no interest in
                           this Agreement or any rights to use the Premises.


                                      -72-
<PAGE>

         B.       ASSIGNMENT

                  1.       AIRLINE shall not assign this Agreement, in whole or
                           part, without the advance written approval of MAC.

                  2.       It shall not be unreasonable for MAC to disapprove or
                           condition an assignment of the Agreement under any or
                           all of the following circumstances, among others:

                           a.       MAC determines that the proposed assignee is
                                    not substantially as creditworthy as the
                                    AIRLINE, unless AIRLINE agrees to guarantee
                                    the obligations of the proposed assignee.

                           b.       The proposed assignment is either (1) for
                                    less than the entire Premises or (2) for
                                    less than the remainder of the Term, or both
                                    (1) and (2).

                           c.       The proposed assignment does not require the
                                    assignee to accept and comply with all
                                    provisions of the Agreement, including but
                                    not limited to accepting Signatory Airline
                                    status.

                  3.       Notwithstanding the foregoing, this Section shall not
                           be interpreted to preclude the assignment of this
                           Agreement in whole and AIRLINE's rights and
                           obligations hereunder to a parent, subsidiary, or
                           merged company; provided that, such parent,
                           subsidiary, or merged company conducts an Air
                           Transportation Business at the Airport and that such
                           parent, subsidiary, or merged company assumes all
                           rights and obligations hereunder. Written notice of
                           such assumption shall be provided by the parent,
                           subsidiary, or merged company prior to the effective
                           date of such assignment.

         C.       SUBLEASE AGREEMENT

                  1.       AIRLINE shall not sublet its Premises, except to an
                           Affiliated Airline, in whole or part, without the
                           advance written approval of MAC.

                  2.       It shall not be unreasonable for MAC to disapprove or
                           condition a sublease of AIRLINE's Premises if the
                           proposed sublessee is not an Air Transportation
                           Company and MAC reasonably concludes that the space
                           can be used by another Air Transportation Company.

                  3.       AIRLINE may, subject to a sublease approved by MAC,
                           charge a sublessee of its Premises:

                           a.       A reasonable charge for any services
                                    provided by AIRLINE;


                                      -73-
<PAGE>

                           b.       A reasonable charge for any AIRLINE-owned
                                    property provided by AIRLINE or actual costs
                                    other than rentals incurred by AIRLINE; and

                           c.       Reasonable rentals not to exceed one hundred
                                    fifteen percent (115%) of AIRLINE's rentals
                                    for such portion of the Premises.

                  4.       AIRLINE shall remain fully and primarily liable
                           during the Term of this Agreement for the payment of
                           all rents, fees, and charges due and payable to MAC
                           for the Premises that are subject to a sublease
                           agreement, and the AIRLINE shall remain fully
                           responsible for the performance of all the other
                           obligations hereunder, unless otherwise agreed to by
                           MAC.

         D.       GROUND HANDLING AGREEMENT

                  1.       AIRLINE shall be entitled to provide Ground Handling
                           services to other Airlines in the Terminal Complex
                           and Terminal Ramp, subject to MAC's reasonable rules
                           and regulations except as provided in Article III.C.

                  2.       AIRLINE shall not contract with other companies,
                           excluding Signatory Airlines for Ground Handling
                           services in the Terminal Complex and Terminal Ramp
                           for AIRLINE's aircraft, without advance written
                           approval of MAC.

                  3.       AIRLINE shall remain fully and primarily liable
                           during the Term of this Agreement for the payment of
                           all rents, fees, and charges due and payable to MAC
                           for the Premises that are subject to a Ground
                           Handling agreement, and the AIRLINE shall remain
                           fully responsible for the performance of all the
                           other obligations hereunder, unless otherwise agreed
                           to by MAC.

                  4.       MAC reserves the right to charge third parties other
                           than Airlines a reasonable Ground Handling fee not to
                           exceed 5% of gross receipts and a reasonable annual
                           administrative fee, for their right to provide Ground
                           Handling services to AIRLINE.

                  5.       Ground Handling rights outside the Terminal Complex
                           will be addressed in separate agreements between MAC
                           and the affected airlines.

         E.       BANKRUPTCY

                  Any receiver, trustee, custodian, or other similar official
                  appointed pursuant to any proceeding relating to bankruptcy,
                  reorganization, or other relief as set forth in Article
                  XIV.A.8., herein shall agree to:

                  1.       Perform promptly every obligation of AIRLINE under
                           this Agreement until this Agreement is either assumed
                           or rejected under the Federal Bankruptcy Code;


                                      -74-
<PAGE>

                  2.       Pay on a current basis all rents, fees and charges
                           set forth in this Agreement;

                  3.       Reject or assume this Agreement within sixty (60)
                           days of filing a petition under the Federal
                           Bankruptcy Code;

                  4.       Cure or provide adequate assurance of a prompt cure
                           of any default of the AIRLINE under this Agreement;

                  5.       Provide to MAC such adequate assurance of future
                           performance under this Agreement as may be requested
                           by MAC, including the procurement of a bond from a
                           financially reputable surety covering any costs or
                           damages incurred by MAC in the event that MAC, within
                           five (5) years after assumption or assignment of this
                           Agreement, exercises its rights to relet the
                           Premises.


                                      -75-
<PAGE>

XII.     ARBITRATION

         With respect to any dispute arising under or in performance of the
         provisions hereof which cannot be adjusted by and between the parties
         hereto, MAC on the one hand or the AIRLINE (or, where the matter in
         dispute applies to all Airlines operating at the Airport under leases
         having the same terms as this Agreement, Airlines representing an MII)
         on the other hand may elect to submit such matter or dispute to
         arbitration, such election to be by written notice to the other party.
         Upon service of such notice, the matter or dispute shall be submitted
         to a board of three persons chosen in the following manner:

         A.       Each party within ten (10) days after service of the notice
                  shall name an arbitrator, and the two thus chosen shall select
                  a third arbitrator. If the two arbitrators chosen fail to name
                  the third arbitrator within ten (10) days after the selection
                  of the last of such arbitrators, such third arbitrator shall
                  be chosen within fifteen (15) days thereafter by the Chairman
                  of MAC and a duly authorized officer or representative of the
                  AIRLINE or MII Airlines as the case may be.

         B.       It is understood and agreed that the decision of a majority of
                  the arbitrators on any matter or dispute submitted thereto
                  shall be final, conclusive and binding upon the parties
                  hereto.


                                      -76-

<PAGE>

XIII.    SUPPLEMENTAL AGREEMENTS

         A.       GOLD CONCOURSE

                  1.       GENERAL

                           The terms, covenants, conditions and provisions of
                           this Agreement shall apply to the lease of the Gold
                           Concourse to Northwest Airlines, provided that in the
                           event the terms of this Article conflict with any
                           other provision of this Agreement, this Article shall
                           control.

                           No amendment, waiver or other modification of this
                           Agreement shall apply to this Article unless
                           specifically so stated therein.

                  2.       TERM

                           Occupancy of the Gold Concourse by Northwest shall
                           continue pursuant to the provisions contained in this
                           Article through December 31, 2015.

                  3.       USE OF THE GOLD CONCOURSE

                           a.       Subject to the understanding and agreement
                                    of Northwest that the Gold Concourse is for
                                    the use of the traveling public incident to
                                    operation of aircraft and incidental Airport
                                    operations to, at and from the Gold
                                    Concourse, Northwest hereby leases that area
                                    of the Terminal Complex identified as the
                                    Gold Concourse and shall have the right to
                                    operate in such area and/or sublease to
                                    others space and/or concessions for the sale
                                    of food and beverages, newsstand and other
                                    vending operations normally carried on and
                                    conducted in air passenger terminals,
                                    provided that consent of MAC shall first be
                                    procured for any such subleasing agreements
                                    to ensure that such concessions shall not
                                    violate the rights of concessionaires within
                                    the Terminal Building and area under
                                    agreement with MAC. Northwest shall file
                                    with MAC copies of agreements entered into
                                    with any such sublessee/concessionaires
                                    covering such operations.

                                    1)      All revenues from such subleasing
                                            and/or concessions may be retained
                                            by Northwest, and the foregoing
                                            rights of Northwest within the Gold
                                            Concourse shall be in addition to
                                            Northwest's operating rights
                                            pursuant to this Agreement, subject,
                                            however, to the following provision:

                                    2)      Northwest, upon application of the
                                            rental auto, parking and/or
                                            insurance concessionaires at the
                                            Airport, or upon application of
                                            other ground transportation
                                            operators, shall furnish and rent to
                                            such applicants at a fair per square
                                            foot rental rate, adequate and
                                            sufficient floor space within


                                      -77-
<PAGE>

                                            the Gold Concourse for the conduct
                                            of such concessionaire's business
                                            for the air-travelling public making
                                            use of the Gold Concourse, but
                                            concession revenues from such
                                            operations shall not be retained by
                                            Northwest but shall be paid to MAC
                                            by Northwest.

                           b.       The Gold Concourse, as a facility for use by
                                    the travelling public, shall be subject to
                                    laws, rules, regulations and ordinances
                                    having application elsewhere within the
                                    Terminal Building, and Northwest hereby
                                    authorizes the presence of the Airport
                                    police within said Gold Concourse and upon
                                    the loading ramp area fronting on the same
                                    for purposes of police control and
                                    enforcement of such laws, rules, regulations
                                    or ordinances.

                           c.       Except as otherwise provided in A.3.a. of
                                    this Section, Northwest shall not at anytime
                                    assign, transfer, convey, sublet, mortgage,
                                    pledge, or encumber its interest under this
                                    Article, or any part of the associated
                                    Terminal Ramp, or any other right granted
                                    under this Article to any party other than a
                                    wholly owned subsidiary of Northwest or a
                                    successor of Northwest by merger or
                                    acquisition, without first offering to
                                    assign or sublet such interest to MAC.

                           d.       MAC and Northwest shall mutually agree on
                                    the type, material business terms and
                                    location of new permanent concessions that
                                    are placed in the Southwest Addition and in
                                    the gate 1-9 area of the Gold Concourse, in
                                    accordance with commercially reasonable
                                    standards at regional shopping malls, except
                                    for permanent concessions consisting of
                                    Caribou Coffee; six to eight carts, kiosks
                                    or wall stores; McDonalds expansion into
                                    mechanical space; or kiosks or temporary
                                    facilities, which shall not require,
                                    respectively, Northwest's or MAC's consent
                                    or input.

                  4.       MAINTENANCE, REPAIR AND ADMINISTRATIVE COSTS

                           a.       Northwest shall pay all costs of operations
                                    to, at or from the Gold Concourse,
                                    including, without limiting the foregoing,
                                    cost of utilities, custodial services,
                                    repair, maintenance, police, fire and
                                    administrative expense allocable to the
                                    facility (based upon gross square footage in
                                    the Terminal Complex) and that portion of
                                    the premium on MAC's property insurance
                                    insuring the Terminal Building and equipment
                                    therein against fire with extended coverage,
                                    malicious mischief, boiler and machinery and
                                    glass damage, as relates to the Gold
                                    Concourse as a part thereof, proceeds of
                                    such insurance to be applied to repair. The
                                    allocation of all such expenses shall be
                                    made by MAC according to generally accepted
                                    accounting principles. In addition,
                                    Northwest shall procure and pay for, or
                                    shall endorse the insurance covering its
                                    operations to, at or from the Terminal


                                      -78-
<PAGE>

                                    Building under this Agreement so as to cover
                                    operations on the Gold Concourse.


                                      -79-
<PAGE>

                           b.       Northwest may make alterations to or install
                                    fixtures, equipment and improvements on the
                                    Gold Concourse, as required to meet its
                                    operating needs, provided consent of MAC is
                                    first obtained, which consent shall be
                                    granted unless MAC determines that such
                                    alterations, or such fixtures, equipment and
                                    improvements are inconsistent with the
                                    overall Terminal Building operation or with
                                    MAC's operation at and control of the
                                    Airport. It is understood that Northwest may
                                    and is hereby authorized to further improve
                                    and develop at its cost and expense the
                                    unenclosed lower level space under lease to
                                    it, subject to MAC approval of plans and
                                    specifications therefor.

                  5.       RENTALS, FEES AND CHARGES

                           Northwest shall pay rent for its use and occupancy of
                           the Gold Concourse, not on a compensatory basis, and
                           not subject to annual recalculation of Terminal
                           Building rentals as provided in this Agreement, but
                           rather as follows:

                           a.       Until July 1, 1999, on a monthly basis,
                                    $173,140.19 as rent for the portion of the
                                    Gold Concourse excluding the Gold World Club
                                    and Gates 1-9. Beginning July 1, 1999, on a
                                    monthly basis, $132,738.20 as rent for the
                                    portion of the Gold Concourse excluding the
                                    Gold World Club and Gates 1-9.

                           b.       On a monthly basis, $35,063.79 as rent for
                                    Gates 1-9, including the area identified as
                                    the Gold World Club and the parts storage
                                    building.

                           c.       On a monthly basis, police, fire and
                                    administrative charges and cost of
                                    utilities.

                           d.       Until July 1, 1999, on a monthly basis, an
                                    amount equal to 15% of the gross revenue
                                    Northwest derives from all concessions
                                    operated on Gates 1-9 on the Gold Concourse,
                                    and a corresponding monthly report of the
                                    gross receipts by unit. Beginning July 1,
                                    1999, on a monthly basis, an amount equal to
                                    15% of the gross revenue Northwest derives
                                    from all concessions operated on the Gold
                                    Concourse, including any future extensions,
                                    and a corresponding monthly report of the
                                    gross receipts by unit. For purposes of this
                                    provision "gross revenue" means all monies
                                    or rental payments paid or payable to
                                    Northwest whether by cash, credit or
                                    otherwise and is based upon the assumption
                                    that the division of expenses (such as
                                    license fees, utilities, taxes) between
                                    Northwest and its concessionaires shall
                                    remain substantially the same as under the
                                    previous agreement covering the Gold
                                    Concourse.


                                      -80-
<PAGE>

                           e.       On a monthly basis, in compensation for the
                                    loss of space on the Gold Concourse due to
                                    construction of the International Arrivals
                                    Facility, MAC shall pay to Northwest 35% of
                                    the concession fees paid to MAC from the
                                    Southwest Addition.

                           f.       On a monthly basis for compensation for use
                                    of Gates 1-9 for scheduled international
                                    aircraft arrivals, MAC shall pay Northwest,
                                    $400, $800 and $1200, for each arrival by,
                                    respectively, propeller aircraft,
                                    narrow-body jet aircraft or wide-body
                                    aircraft at the IAF.

                  6.       FUTURE EXTENSION

                           MAC and Northwest agree that upon written notice from
                           Northwest, MAC and Northwest will amend this
                           Agreement and the lease between MAC and Northwest for
                           the Northwest Main Base - Building B, so as to permit
                           Northwest, at its own cost and subject to MAC
                           approval of plans and specifications as set forth
                           herein, to construct an extension to the Gold
                           Concourse to add additional gates and aircraft
                           parking positions designed for narrow body aircraft.
                           Upon beneficial occupancy of any such Gold Concourse
                           extension, rent for Building B shall be reduced by an
                           agreed upon amount, provided that an equivalent
                           amount shall be added to Gold Concourse rent and that
                           rental of such Gold Concourse extension and use of
                           associated aircraft parking positions shall be on the
                           same basis as provided in this Article.

                  7.       DELEGATION

                           By letter agreements, Northwest and MAC may jointly
                           provide for the provision of maintenance or
                           concessions on the Gold Concourse, subject to such
                           terms and conditions mutually agreed upon by MAC and
                           Northwest.

         B.       TEMPORARY REGIONAL TERMINAL

                  1.       GENERAL

                           The terms, covenants, conditions and provisions of
                           this Agreement shall apply to the lease of the
                           Temporary Regional Terminal to Northwest Airlines,
                           provided that in the event the terms of this Article
                           conflict with any other provision of this Agreement,
                           this Article shall control.

                  2.       TERM

                           Occupancy of the Temporary Regional Terminal by
                           Northwest shall continue under these rates, terms and
                           conditions until such time as a replacement facility
                           for the Temporary Regional Terminal is identified by
                           MAC and available for use.


                                      -81-
<PAGE>

                  3.       USE OF THE TEMPORARY REGIONAL TERMINAL

                           a.       Northwest hereby leases from MAC the ground
                                    area necessary for a temporary
                                    regional/commuter passenger holdroom
                                    facility. The demised premises shall include
                                    an area extending 20 feet beyond the
                                    exterior walls. MAC will maintain an
                                    easement across the property for Airport
                                    operational access and maintenance purposes.

                           b.       1)       The temporary regional/commuter
                                             passenger holdroom facility is not
                                             large enough to accommodate the
                                             passengers, ticketing, baggage
                                             handling functions and small
                                             package services of all
                                             regional/commuter air carriers.
                                             Therefore, these airlines will
                                             lease ticket counter space in this
                                             facility directly from MAC at the
                                             prevailing rates and lease terms or
                                             be accommodated by their airline
                                             partners.

                                    2)      Due to the increased number of
                                            operations on the aircraft ramp and
                                            the distance certain aircraft may be
                                            parked from the temporary
                                            regional/commuter passenger holdroom
                                            facility, an airside busing
                                            operation may be required by MAC and
                                            instituted to transport passengers
                                            to and from all regional/commuter
                                            aircraft for safety, convenience and
                                            service purposes consistent with
                                            reasonable standards of safety.
                                            Northwest is responsible for
                                            operating the airside busing
                                            operation. MAC reserves the right to
                                            regulate the busing operation for
                                            operational and safety purposes.

                                    3)      Great Lakes Airlines, Bemidji
                                            Airlines or any new entrant may, as
                                            determined by MAC, operate from the
                                            existing Regional Terminal until its
                                            demolition to make way for the Green
                                            Concourse extension or they may
                                            choose to operate from the new
                                            temporary regional/commuter
                                            passenger holdroom facility.

                                    4)      MAC's operating budget will be
                                            impacted through the increased costs
                                            of maintaining the new building
                                            space and apron.

                                    5)      Therefore, it is agreed that:

                                            a)       Northwest shall make the
                                                     temporary regional/commuter
                                                     passenger holdroom facility
                                                     available for access as set
                                                     forth in Article IV.E.3.


                                      -82-
<PAGE>

                                                     "Accommodation of other
                                                     Airlines", provided,
                                                     however, that Northwest
                                                     shall accommodate Great
                                                     Lakes Airlines in the
                                                     Temporary Regional Terminal
                                                     under arrangements
                                                     previously agreed upon
                                                     between MAC and Northwest.
                                                     Costs for such
                                                     accommodation of Great
                                                     Lakes Airlines shall be
                                                     established as set forth in
                                                     Article IV.E.3.

                                            b)       Initial allocations of both
                                                     aircraft apron and podiums,
                                                     as set out in Exhibits L
                                                     and Q respectively, are to
                                                     be made by agreement
                                                     between Northwest and the
                                                     regional/commuter airlines.
                                                     The initial allocation may
                                                     change by future agreement
                                                     and must be included as an
                                                     amendment to this
                                                     Agreement. In the event of
                                                     dispute, MAC will serve as
                                                     the final arbiter in
                                                     directing final resolution.

                                            c)       MAC will be responsible for
                                                     providing janitorial
                                                     services to the temporary
                                                     regional/commuter passenger
                                                     holdroom facility.

                                            d)       MAC will be responsible for
                                                     providing maintenance on
                                                     the Green Concourse
                                                     Extension portion of the
                                                     project.

                                            e)       Northwest will be
                                                     responsible for providing
                                                     facility maintenance at the
                                                     temporary regional/commuter
                                                     terminal.

                                            f)       MAC will be responsible for
                                                     maintaining the apron areas
                                                     dedicated to
                                                     regional/commuter use.

                                            g)       The airside busing
                                                     operation will be operated
                                                     by Northwest on a
                                                     reasonable and
                                                     nondiscriminatory basis.

                  4.       RENT AND OPERATIONS FUNDING

                           a.       Ground rent for the Temporary Regional
                                    Terminal will be at a rate of $.19 per
                                    square foot per annum as shown on Exhibit Q.
                                    Payment shall be made on a monthly basis to
                                    MAC. Northwest Airlines shall pay all real
                                    estate and personal property taxes and
                                    assessments of any nature levied against
                                    Northwest's interest in the Temporary
                                    Regional Terminal or against any
                                    improvements or equipment on the premises
                                    without deduction or set-off to aforesaid
                                    rental payment.


                                      -83-
<PAGE>

                           b.       MAC will charge the applicable users for the
                                    costs of providing janitorial services and
                                    utilities to the temporary passenger
                                    holdroom facility through normal and
                                    customary space rental charges.

                                    Costs associated with Northwest's Airlink
                                    partners will be charged directly to
                                    Northwest.

                                    Northwest will be solely responsible for the
                                    costs associated with the airside busing
                                    operation.

                  5.       TITLE TO IMPROVEMENTS

                           Following termination of occupancy rights to the
                           Temporary Regional Terminal, the land and
                           improvements, except the airline furniture, fixtures
                           and equipment, shall revert back to MAC with no
                           further obligation by Northwest.

                  6.       REGIONAL/COMMUTER APRON & AUTO RENTAL SERVICE SITE
                           MODIFICATION COST RECOVERY

                           The construction costs associated with 602 lineal
                           feet of temporary regional/commuter apron and the
                           auto rental service sites modification costs will be
                           charged to the Terminal Apron cost center.

                           The operational costs associated with 602 lineal feet
                           of temporary regional/commuter apron will be charged
                           to the Terminal Apron cost center.

                  7.       CONCESSIONS

                           Northwest and MAC will jointly determine appropriate
                           concessions to be offered in the temporary
                           regional/commuter passenger holdroom facility.
                           Northwest will be responsible for coordinating design
                           and construction of all concessions in the new
                           temporary regional/commuter passenger holdroom
                           facility. All revenues received from the concessions
                           in the facility will be reported fully to MAC and
                           Northwest on a monthly basis but will be retained by
                           Northwest.

         C.       FIS BAG BELT ENCLOSURE

                  1.       Northwest Airlines hereby leases from MAC the portion
                           of the FIS Bag Belt Area that has been enclosed for
                           Northwest tug and vehicle storage, as shown on
                           Exhibit R. Northwest shall allow other Airlines to
                           use this area without charge to access the baggage
                           belts. In addition, MAC may access this area without
                           charge to maintain the baggage belts.


                                      -84-
<PAGE>

                  2.       Northwest shall install and maintain protective
                           equipment designed to protect the bag belt from
                           damage and shall be responsible for any damage to the
                           bag belts caused by Northwest or its agents.

                  3.       Beginning July 1997, Northwest shall pay MAC ground
                           rent for this area at a rate of nineteen cents ($.19)
                           per square foot per annum. Payment shall be made on a
                           monthly basis to MAC.




         D.       TERMINAL BUILDING

                  1.       If MAC determines that it is in the Airport's
                           interest to purchase improvements, equipment or to
                           make other capital expenditures which are outside the
                           scope of this Agreement but which may benefit an
                           airline, MAC may enter into a supplemental agreement
                           with the affected airline to provide for the payment
                           of the costs of such purchase.

                  2.       AIRLINE agrees that the projects listed on Exhibit S
                           attached hereto are projects which have been
                           completed by MAC with AIRLINE's concurrence and shall
                           not be included in airline rates and charges, but
                           rather shall be paid by AIRLINE to MAC as set forth
                           in Exhibit S.

                  3.       MAC shall issue up to one hundred thirty million
                           dollars ($130,000,000) in Special Facility
                           Obligations, as defined in the Trust Indenture, to be
                           supported by Northwest Airlines credit contingent
                           upon agreement between MAC and Northwest with respect
                           to the projects to be financed
                           thereby.


         E.       MONTH TO MONTH PREMISES


                  AIRLINE agrees that the Leased Premises shown on Exhibit T
                  attached hereto are leased to AIRLINE on a month-to-month
                  term; and that all of the terms and conditions of this
                  Agreement, other than Article II.A. "Term" apply to these
                  month-to-month premises.


                                      -85-
<PAGE>

XIV.     EVENTS OF DEFAULT; REMEDIES

         A.       EVENTS OF DEFAULT

                  The occurrence and continuation of any one or more of the
                  following shall constitute an event of default:

                  1.       AIRLINE fails to make payment in full when due of any
                           rents, fees, charges or any other amount payable
                           hereunder within 5 business days after notice thereof
                           from MAC;

                  2.       AIRLINE shall fail to make any PFC remittance to MAC
                           in a timely fashion, or shall fail to timely comply
                           with its PFC reporting requirements to the MAC, or
                           any other entity, in connection with PFCs collected
                           on behalf of MAC;

                  3.       AIRLINE fails to submit a Monthly Activity Report to
                           MAC on or before the 10th day of each month;

                  4.       AIRLINE shall make or permit any unauthorized
                           assignment or transfer of this Agreement, or any
                           interest herein, or of the right to use or possession
                           of the Premises, or any part thereof;

                  5.       Any insurance required by the terms hereof shall at
                           any time not be in full force or effect;

                  6.       Failure of AIRLINE to perform, comply with, or
                           observe, in any material respect, any other term,
                           condition or covenant of this Agreement not
                           identified elsewhere in Section A of this Article
                           within thirty (30) days after receipt of notice from
                           MAC of such failure, or for such longer period of
                           time as may be reasonably necessary to cure the event
                           of default, but only for such longer period if: (a)
                           AIRLINE is reasonably capable of curing the event of
                           default and (b) AIRLINE promptly and continuously
                           undertakes to cure and diligently pursues the curing
                           of the event of default at all times until such event
                           of default is cured;

                  7.       Any representation or warranty of a material fact
                           made by AIRLINE herein or in any certificate or
                           statement furnished to the MAC pursuant to or in
                           connection with this Agreement proves untrue in any
                           material respect as of the date of issuance or making
                           thereof;

                  8.       (a) AIRLINE shall commence any case, proceeding or
                           other action (i) under any existing or future law of
                           any jurisdiction, domestic or foreign, relating to
                           bankruptcy, insolvency, reorganization or relief of
                           debtors, seeking to have an order for relief entered
                           with respect to AIRLINE, or seeking to adjudicate
                           AIRLINE a bankrupt or insolvent, or seeking
                           reorganization, arrangement, adjustment, liquidation,
                           dissolution, composition or other relief with respect
                           to AIRLINE or any of its debts, or


                                      -86-
<PAGE>

                           (ii) seeking appointment of a receiver, trustee,
                           custodian or other similar official for AIRLINE or
                           for all or any substantial part of any of its
                           property; or (b) AIRLINE shall make a general
                           assignment for the benefit of its creditors; or
                           (c) there shall be commenced against AIRLINE any
                           case, proceeding or other action of nature
                           referred to in clause (a) above or seeking
                           issuance of a warrant of attachment, execution,
                           distraint or similar process against all or any
                           substantial part of any of its property, which
                           case, proceeding or other action results in the
                           entry of an order for relief or remains
                           undismissed, unvacated, undischarged and unbonded
                           for a period of sixty (60) days; or (d) AIRLINE
                           shall take any action consenting to or approving
                           of any of the acts set forth in clause (a) or (b)
                           above; or (e) AIRLINE shall generally not, or
                           shall be unable to, pay its debts as they become
                           due or shall admit in writing its inability
                           generally to pay its debts as they become due;

                  9.       Any money judgment, writ or warrant of attachment or
                           similar process, or any combination thereof,
                           involving an amount in excess of $25,000,000 shall be
                           entered or filed against the AIRLINE or any of its
                           assets and shall remain undischarged, unvacated,
                           unbonded and unstayed for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale or execution thereunder;

                  10.      Any act occurs that deprives AIRLINE permanently of
                           any material right, power or privilege necessary for
                           the conduct and operation of its Air Transportation
                           Business; or

                  11.      If AIRLINE ceases to provide scheduled air service at
                           the Airport for a period of thirty (30) consecutive
                           days or abandons or fails to use its Exclusive Use
                           Space for a period of thirty (30) consecutive days,
                           except when such cessation or abandonment is due to
                           the default of MAC or the circumstances described in
                           Article IX.B.

         B.       REMEDIES

                  If an event of default occurs hereunder, MAC, at its option,
                  may at any time thereafter, do one or more of the following as
                  MAC in its sole discretion shall elect, to the extent
                  permitted by, and subject to compliance with any mandatory
                  requirements of, applicable law then in effect:

                  1.       Declare all rents, fees and other charges payable
                           hereunder, whether currently or hereafter accruing,
                           to be immediately due and payable;

                  2.       Proceed by appropriate court action or actions,
                           either at law or in equity, to enforce performance by
                           AIRLINE of the applicable covenants and terms of this
                           Agreement or to recover damages for the breach
                           thereof;

                  3.       Enter and take possession of the Premises and/or the
                           rights of the AIRLINE hereunder without such re-entry
                           terminating AIRLINE's obligations for the full


                                      -87-
<PAGE>

                           Term hereof, which remedy shall be in addition to
                           all other remedies at law or in equity, including
                           action for forcible entry and lawful detainer, for
                           ejectment or for injunction;

                  4.       Terminate all rights of AIRLINE under this Agreement
                           (without terminating the continuing obligation of
                           AIRLINE to fulfill its past and future obligation
                           hereunder) and in such case AIRLINE further agrees to
                           indemnify and hold harmless MAC against all loss in
                           rents, fees, and charges and other damages which MAC
                           shall incur by reason of such termination, including,
                           without limitation, costs of restoring and repairing
                           the Premises and putting the same in rentable
                           condition, costs of reletting the Premises to another
                           Airline (including without limitation AIRLINE
                           improvement costs and related fees), loss or
                           diminution of rents and other damage which MAC incurs
                           by reason of such termination, and all reasonable
                           attorneys' fees and expenses incurred in enforcing
                           the terms of this Agreement;

                  5.       In the event of any default hereunder, AIRLINE shall
                           reimburse MAC for all reasonable fees and costs
                           incurred by MAC, including reasonable attorneys'
                           fees, relating to such default and/or the enforcement
                           of MAC's rights hereunder; and

                  6.       Apply all Contract Security granted by AIRLINE to any
                           unpaid obligations of AIRLINE hereunder.


                                      -88-
<PAGE>

XV.      TERMINATION

         A.       TERMINATION BY MAC

                  This Agreement may be terminated by MAC pursuant to the
                  provisions of Article XIV above and as otherwise specified in
                  this Agreement.

         B.       TERMINATION BY AIRLINE

                  1.       If MAC shall fail to perform, comply with, or
                           observe, in any material respect, any term, condition
                           or covenant of this Agreement within thirty (30) days
                           after receipt of notice from AIRLINE of such failure,
                           or for such longer period of time as may be
                           reasonably necessary to cure the event of default but
                           only for such longer period if: (a) MAC is reasonably
                           capable of curing the event of default and (b) MAC
                           promptly and continuously undertakes to cure and
                           diligently pursues the curing of the event of default
                           at all times until such event of default is cured,
                           then AIRLINE, if not then in default, may, without
                           limiting any of its other rights and remedies against
                           MAC, at its option cancel this Agreement and thereby
                           terminate this Agreement.

                  2.       It is further understood and agreed that, at any time
                           when AIRLINE is not then in default, it may cancel
                           this Agreement on sixty (60) days' notice in writing
                           to MAC upon the happening of any one of the following
                           events:

                           a.       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 essential for
                                    AIRLINE's operations hereunder and the
                                    remaining in force of such injunction for a
                                    period of at least ninety (90) days.

                           b.       Inability of the AIRLINE to use the Airport
                                    or any part thereof essential for AIRLINE's
                                    operations hereunder for a period of not
                                    less than ninety (90) days because of fire,
                                    explosion, earthquake, or other casualty or
                                    acts of God or the public enemy, unless
                                    within sixty (60) days of the casualty, MAC
                                    gave AIRLINE written notice of its intention
                                    to repair or reconstruct, as provided in
                                    Article IX.A. herein.

                           c.       The lawful assumption by the United States
                                    of America or any authorized agency thereof
                                    of the operation, control, or use of the
                                    Airport and the facilities thereon or any
                                    substantial part or parts thereof, in such
                                    manner as substantially to restrict AIRLINE
                                    for a period of not less than ninety (90)
                                    days from operating thereon for the carrying
                                    of passengers, cargo, express, property, and
                                    United States mail.


                                      -89-
<PAGE>

                           d.       Termination or the suspension or substantial
                                    modification for a period of not less than
                                    ninety (90) days of the operating authority
                                    of the AIRLINE to serve the Minneapolis-St.
                                    Paul metropolitan area through the Airport
                                    by final order of the DOT or other
                                    governmental agency, federal or state,
                                    having jurisdiction over the AIRLINE.

                  3.       If any of the foregoing continues for a period of
                           less than ninety (90) days, AIRLINE shall have the
                           right upon written notice to MAC to abatement of
                           rents, fees and charges to the extent and for the
                           period that AIRLINE is unable to carry on its
                           operations hereunder.

         C.       TERMINATION BY GOVERNMENT TAKING

                  In the event the Premises shall be taken by governmental
                  authority through exercise of its power of eminent domain or
                  other authority justifying such taking, the Agreement shall
                  terminate and the rents, fees and charges in respect to said
                  premises shall cease as of the date possession is taken by the
                  taking authority, and MAC shall be entitled to all damages
                  payable by reason of taking, subject to the claim of AIRLINE
                  for the value of its leasehold, which claim or claims as to
                  validity and amount shall be a matter for determination
                  between AIRLINE and MAC, and if AIRLINE and MAC cannot reach a
                  determination, then by the court having jurisdiction of such
                  proceeding, provided that nothing herein contained shall
                  preclude AIRLINE from asserting any claims or rights it may
                  have against such governmental authority as to its separate
                  property, leasehold improvements, and trade fixtures.


                                      -90-
<PAGE>

XVI.     GENERAL PROVISIONS

         A.       INTERPRETATION

                  Nothing herein shall be construed or interpreted in any manner
                  whatsoever as limiting, relinquishing or waiving MAC's right
                  of control over the operation of the Airport, and it is
                  understood and agreed that this Agreement is entered into in
                  recognition of the aforesaid rights and functions of MAC.
                  Subject to the foregoing, this Agreement and the rights of the
                  parties hereunder shall be interpreted in the light of the
                  following:

                  1.       SEPARABILITY

                           In the event any covenant, condition or provision
                           herein is held to be invalid, illegal, or
                           unenforceable by any court of competent jurisdiction,
                           such covenant, condition or provision shall be deemed
                           amended to conform to applicable laws so as to be
                           valid or enforceable or, if it cannot be so amended
                           without materially altering the intention of the
                           parties, it shall be stricken. If stricken, all other
                           covenants, conditions and provisions of this
                           Agreement shall remain in full force and effect
                           provided that the striking of such covenants,
                           conditions or provisions does not materially
                           prejudice either MAC or AIRLINE in its respective
                           rights and obligations contained in the valid
                           covenants, conditions or provisions of this
                           Agreement.

                  2.       ENTIRE AGREEMENT

                           This Agreement represents the entire contract between
                           the parties and, except as otherwise provided herein,
                           may not be amended, changed, modified, or altered
                           without the written consent of the parties hereto.
                           This Agreement incorporates all of the conditions,
                           agreements, and understandings between the parties
                           concerning the use and occupancy of the Airfield,
                           Terminal Apron, Terminal Complex, and other
                           facilities at the Airport, and all such conditions,
                           understandings, and agreements have been merged into
                           this written instrument.

         B.       COMPLIANCE WITH LAW

                  1.       AIRLINE shall not use the Airport or any part
                           thereof, or knowingly permit the same to be used by
                           any of its employees, officers, agents, subtenants,
                           invitees, or licensees for any illegal purposes.
                           AIRLINE shall, at all times during the Term of this
                           Agreement, comply with all applicable regulations,
                           ordinances, and laws of any Municipal, County, or
                           State government or of the U.S. Government, and of
                           any political division or subdivision or agency,
                           authority, or commission thereof which may have
                           jurisdiction to pass laws or ordinances or to make
                           and enforce rules or regulations with respect to the
                           uses hereunder of the Premises (and, to


                                      -91-
<PAGE>

                           the extent not in conflict with the foregoing, MAC's
                           Rules and Regulations and Ordinances).

                  2.       At all times during the Term of this Agreement,
                           AIRLINE shall, in connection with its activities and
                           operations at the Airport:

                           a.       Comply with and conform to all present and
                                    future statutes and ordinances, and
                                    regulations promulgated thereunder, of all
                                    Federal, State, and other government bodies
                                    of competent jurisdiction that apply to or
                                    affect, either directly or indirectly,
                                    AIRLINE or AIRLINE's operations and
                                    activities under this Agreement. AIRLINE
                                    shall comply with all applicable provisions
                                    of the Americans with Disabilities Act of
                                    1990, 42 U.S.C. Section 12101 and federal
                                    regulations promulgated thereunder 28 C.F.R.
                                    parts 35, 36, and 37.

                           b.       Make, at its own expense, all non-structural
                                    improvements, repairs, and alterations to
                                    its Exclusive and Preferential Use Premises
                                    (subject to prior written approval of MAC),
                                    equipment, and personal property that are
                                    required to comply with or conform to any of
                                    such statutes and ordinances.

                           c.       Reimburse MAC for AIRLINE's proportional
                                    share of all non-structural improvements,
                                    repairs, and alterations to its Common Use
                                    Premises that are required to comply with or
                                    conform to any of such statutes and
                                    ordinances.

                           d.       At all times during the Term of this
                                    Agreement, AIRLINE shall be an independent
                                    contractor.

                  3.       AIRLINE agrees to comply with the notification and
                           review requirements covered in Part 77 of the Federal
                           Aviation Regulations in the event any future
                           structure or building is planned for the Premises, or
                           in the event of any planned modification or
                           alteration of any present or future building or
                           structure situated on the Premises.

                  4.       COMPLIANCE WITH ENVIRONMENTAL LAWS

                           AIRLINE shall keep and maintain and shall conduct its
                           operations on the Premises in full compliance with
                           all applicable Environmental Laws. AIRLINE shall
                           further ensure that its employees, agents,
                           contractors and subcontractors occupying or present
                           on the Premises and any other invitees or persons
                           conducting any activities on the Premises under the
                           control of AIRLINE comply with all applicable
                           Environmental Laws. By virtue of its operational
                           control of the Premises, AIRLINE shall be fully
                           responsible for obtaining all necessary permits or
                           other approvals under the Environmental Laws and
                           shall have full responsibility for signing and
                           submitting any necessary applications, forms,
                           documentation,


                                      -92-
<PAGE>

                           notifications or certifications relating thereto.
                           Upon request of MAC, AIRLINE shall provide copies to
                           MAC of any such applications, forms, documents,
                           notifications or certifications.



                5.         FEDERAL STORMWATER REGULATIONS

                           a.       Notwithstanding any other provisions or
                                    terms of this Agreement, AIRLINE
                                    acknowledges that the Airport is subject to
                                    Federal Stormwater Regulations, 40 C.F.R.
                                    part 122, for vehicle maintenance shops
                                    (including vehicle rehabilitation,
                                    mechanical repairs, painting, fueling and
                                    lubrication), equipment cleaning operations,
                                    and/or deicing operations that occur at the
                                    Airport as defined in said regulations.
                                    AIRLINE further acknowledges that it is
                                    familiar with these stormwater regulations;
                                    that it may conduct or operate from time to
                                    time "vehicle maintenance" (including
                                    vehicle rehabilitation, mechanical repairs,
                                    painting, fueling and lubrication),
                                    equipment cleaning operations, and/or
                                    deicing activities as defined in the Federal
                                    Stormwater Regulations; that AIRLINE may be
                                    obligated to obtain its own stormwater or
                                    other NPDES permit; and that it is aware
                                    that there are significant penalties for
                                    submitting false information, including
                                    fines and imprisonment for knowing
                                    violations.

                           b.       AIRLINE acknowledges that MAC's stormwater
                                    discharge permit and any subsequent
                                    renewals, is incorporated by reference into
                                    this Agreement. AIRLINE agrees to be bound
                                    by all applicable portions of said permit.

                           c.       Notwithstanding any other provisions or
                                    terms of this Agreement, including AIRLINE's
                                    right to quiet enjoyment, MAC and AIRLINE
                                    both acknowledge that close cooperation is
                                    necessary to insure compliance with any
                                    stormwater discharge permit terms and
                                    conditions, as well as to insure safety and
                                    to minimize costs. AIRLINE acknowledges that
                                    it may be necessary to undertake to minimize
                                    the exposure of stormwater to significant
                                    materials generated, stored, handled or
                                    otherwise used by AIRLINE as defined in the
                                    Federal Stormwater Regulations, by
                                    implementing and maintaining "Best
                                    Management Practices."

                           d.       MAC shall provide AIRLINE with written
                                    notice of those stormwater discharge permit
                                    requirements arising from MAC's permit that
                                    AIRLINE shall be obligated to perform from
                                    time to time, including collection of
                                    stormwater samples; preparation of
                                    stormwater pollution prevention or similar
                                    plans; implementation of "good housekeeping"
                                    measures or Best Management


                                      -93-
<PAGE>

                                    Practices; and maintenance of necessary
                                    records. Such written notice shall include
                                    applicable deadlines.

                           e.       AIRLINE agrees to undertake at its sole
                                    expense, unless otherwise agreed to in
                                    writing between MAC and AIRLINE, those
                                    stormwater discharge permit requirements
                                    arising from MAC's permit applicable to a
                                    stormwater discharge for which AIRLINE has
                                    responsibility for which it has received
                                    written notice from MAC. AIRLINE warrants
                                    that it shall meet any and all deadlines
                                    that may be imposed on or agreed to by MAC
                                    and AIRLINE.

                           f.       AIRLINE, within thirty (30) days of receipt
                                    of such written notice, shall notify MAC in
                                    writing if it disputes any of the stormwater
                                    discharge permit requirements it is being
                                    directed to undertake. If AIRLINE does not
                                    provide such timely notice, it is deemed to
                                    assent to undertake such requirements. If
                                    AIRLINE provides MAC with written notice, as
                                    required above, that it disputes such
                                    stormwater discharge permit requirements,
                                    MAC and AIRLINE agree to negotiate a prompt
                                    resolution of their differences. AIRLINE
                                    warrants that it will not object to MAC
                                    notices required pursuant to this Paragraph
                                    for purposes of delay or avoiding
                                    compliance.

                           g.       In order to maintain compliance with 40
                                    C.F.R. part 122, if resolution of any
                                    dispute between MAC and AIRLINE regarding
                                    stormwater discharge permit requirements is
                                    not achieved within ninety (90) days, MAC
                                    reserves the right to undertake whatever
                                    action is necessary to comply with said
                                    permit requirements and the reasonable cost
                                    thereof shall be allocated based on each
                                    party's legal responsibility for undertaking
                                    the action in question.

                           h.       MAC and AIRLINE agree to provide each other
                                    upon request, with any non-privileged
                                    information collected and submitted to any
                                    government entity(ies) pursuant to
                                    applicable stormwater regulations.

                           i.       AIRLINE agrees that the terms and conditions
                                    of MAC's stormwater discharge permit may
                                    change from time to time.

                           j.       AIRLINE agrees to participate in any MAC
                                    organized task force or other work group
                                    established to coordinate stormwater
                                    activities at the Airport.

                           k.       All such remedies of MAC with regard to
                                    environmental requirements as set forth
                                    herein shall be deemed cumulative in nature
                                    and shall survive termination of this
                                    Agreement.

         C.       CIVIL/HUMAN RIGHTS LAWS


                                      -94-
<PAGE>

                  1.       AIRLINE assures that it will comply with pertinent
                           legal requirements as are promulgated to assure that
                           no person shall, on the grounds of race, creed,
                           color, national origin, sex, age, or disability be
                           excluded from participating in any activity conducted
                           with or benefiting from federal assistance.



                  2.       AIRLINE agrees that it will practice
                           nondiscrimination in its activities and will provide
                           Disadvantaged Business Enterprise participation in
                           their leases as required by MAC, in order to meet the
                           sponsor's goals, or required by the FAA in order to
                           obtain an exemption from the prohibition against
                           long-term exclusive leases.

                  3.       AIRLINE for itself, its heirs, personal
                           representatives, successors in interest, and assigns,
                           as a part of the consideration hereof, does hereby
                           covenant and agree, as a covenant running with the
                           land, that in the event facilities are constructed,
                           maintained, or otherwise operated on the said
                           property described in this Agreement for a purpose
                           for which a DOT program or activity is extended or
                           for another purpose involving the provision of
                           similar services or benefits, AIRLINE shall maintain
                           and operate such facilities and services in
                           compliance with all other requirements imposed
                           pursuant to 49 CFR part 21, Nondiscrimination in
                           Federally Assisted Programs of the Department of
                           Transportation, and as said Regulations may be
                           amended.

                  4.       AIRLINE for itself, its personal representatives,
                           successors in interest, and assigns, as a part of the
                           consideration hereof, does hereby covenant and agree,
                           as a covenant running with the land, that: (a) no
                           person on the grounds of race, color, or national
                           origin shall be excluded from participation in,
                           denied the benefits of, or be otherwise subjected to
                           discrimination in the use of said facilities; (b)
                           that in the construction of any improvements on,
                           over, or under such land and the furnishing of
                           services thereon, no person on the grounds of race,
                           color, or national origin shall be excluded from
                           participation in, denied the benefits of, or
                           otherwise be subjected to discrimination; and (c)
                           that AIRLINE shall use the Premises in compliance
                           with all other requirements imposed by or pursuant to
                           49 CFR Part 21, Nondiscrimination in Federally
                           Assisted Programs of the Department of
                           Transportation, and as said Regulations may be
                           amended.

         D.       ECONOMIC NONDISCRIMINATION

                  AIRLINE agrees to furnish service on a reasonable, and not
                  unjustly discriminatory basis to all users thereof, and to
                  charge reasonable, and not unjustly discriminatory prices for
                  each unit or service, provided that AIRLINE may be allowed to
                  make reasonable and nondiscriminatory discounts, rebates, or
                  other similar types of price reductions to volume purchasers.


                                      -95-


<PAGE>

         E.       GRANTING OF MORE FAVORABLE TERMS

                  MAC covenants and agrees not to enter into any lease,
                  contract, or agreement with any other Airline making use of
                  the Airport which unjustly discriminates against AIRLINE's use
                  of the Airport, unless the same rights, privileges, and
                  concessions are concurrently and automatically made available
                  to AIRLINE. Without limiting the generality thereof, the
                  foregoing shall not be construed to limit the right of MAC to
                  enter into agreement with any other Airline at varying terms,
                  rates, and conditions for leasing hangars and ground areas.

         F.       CONSENTS, APPROVALS, AND NOTICES

                  1.       Wherever in this Agreement the consent or approval of
                           MAC or AIRLINE is required, such consent or approval
                           shall mean the consent or approval of the Executive
                           Director on behalf of MAC and a representative
                           designated by AIRLINE in writing on behalf of
                           AIRLINE.

                  2.       All notices required by this Agreement shall be in
                           writing and shall be given by registered or certified
                           mail by depositing the same in the U.S. mail in the
                           continental United States, postage prepaid, return
                           receipt requested, or by personal or courier
                           delivery. Either party shall have the right, by
                           giving written notice to the other, to change the
                           address at which its notices are to be received.
                           Notice shall be given to:

                           a.       MAC:

                                    Executive Director

                                    Metropolitan Airports Commission

                                    28th Avenue South

                                    Minneapolis MN 55450

                           b.       AIRLINE:

                                    [as set forth below

                                    in AIRLINE's

                                    signature hereto]

                           c.       If notice is given in another manner or
                                    place, it shall also be given at the place
                                    and in the manner specified above.

                           d.       The effective date of such notice, consent,
                                    or approval shall be the date of the receipt
                                    as shown by the U.S. Postal Service Return
                                    Receipt or the courier receipt, or the date
                                    personal delivery is certified, unless
                                    provided otherwise in this Agreement.


                                     -96-
<PAGE>

         G.       WAIVER

                  1.       Waiver of any provision of this Agreement by either
                           party shall not be deemed binding unless such waiver
                           is in writing, signed by the party making the waiver
                           and addressed to the other party, nor shall any
                           custom or practice which may evolve between the
                           parties in the administration of the terms of this
                           Agreement be construed to waive or lessen the right
                           of either party to insist upon the performance of the
                           other party in strict accordance with the terms of
                           this Agreement.

                  2.       Waiver by either party of breach of any covenant,
                           condition, or agreement herein by the other party
                           shall not operate as a waiver of any subsequent
                           breach by such other party or release such other
                           party from its obligation under the terms of the
                           Agreement.

         H.       APPLICABLE LAW AND FORUM SELECTION

                  1.       This Agreement shall be governed by and construed and
                           enforced in accordance with the laws of the State of
                           Minnesota, and the laws, rules and regulations of
                           MAC.

                  2.       Any cause of action, claim, suit, demand, or other
                           case, or controversy arising from or related to this
                           Agreement shall only be brought in a state district
                           court located in the county of Hennepin, Minnesota or
                           in a federal district court located in Minnesota. The
                           parties irrevocably admit themselves to, and consent
                           to, the jurisdiction of either or both of said
                           courts. The provisions of this Section shall survive
                           the termination of this Agreement.

         I.       SUCCESSORS

                  All covenants, stipulations, and agreements in this Agreement
                  shall extend to and bind the legal representatives,
                  successors, and assigns of the respective parties hereto.

         J.       INSPECTION

                  1.       MAC shall have the right, but not the obligation or
                           duty, to inspect AIRLINE's operations at all
                           reasonable times for any purpose connected with this
                           Agreement, in the exercise of MAC's governmental
                           functions, for the purpose of determining whether
                           AIRLINE is fulfilling the obligations imposed on it
                           under the provisions of this Agreement.

                  2.       If inspection reveals that AIRLINE is not fulfilling
                           such obligations or any thereof, and MAC has sent
                           AIRLINE written notice to that effect, and AIRLINE
                           has not within thirty (30) days proceeded to the
                           fulfillment thereof, MAC may proceed to do the work
                           necessary to such fulfillment,


                                     -97-
<PAGE>

                           and AIRLINE shall reimburse MAC in the amount of the
                           cost thereof plus a 15 percent administrative charge.

                  3.       The failure of MAC to inspect or monitor or give
                           AIRLINE notice of a default or a notice of a
                           hazardous or unsafe condition with respect to
                           AIRLINE's operations under this Agreement shall not
                           release AIRLINE from its liability to perform its
                           obligations under this Agreement or impose any
                           liability on MAC.

                  4.       AIRLINE shall have the right to inspect the Airport
                           or any part thereof at any reasonable time, upon
                           request to the Executive Director and the granting of
                           such request by the Executive Director, such request
                           not to be unreasonably denied, and the Executive
                           Director or the Executive Director's representative
                           shall accompany AIRLINE's representative on any and
                           all inspections.

         K.       QUIET ENJOYMENT

                  So long as AIRLINE is not in default in its obligations
                  hereunder, MAC covenants and agrees that AIRLINE shall have,
                  hold and enjoy peaceful and uninterrupted possession of all of
                  the Premises and of its rights to operate in, to and from the
                  Airport as hereby granted.

         L.       NON-LIABILITY OF AGENTS AND EMPLOYEES

                  1.       No member, officer, agent, director, or employee of
                           MAC or AIRLINE shall be charged personally or held
                           contractually liable by or to the other party under
                           any term or provision of this Agreement or because of
                           any breach thereof or because of its or their
                           execution or attempted execution.

                  2.       AIRLINE expressly agrees that MAC shall not be liable
                           to AIRLINE, its contractors, agents, officers,
                           employees, passengers, or invitees for personal
                           injury or for any loss or damage to real or personal
                           property occasioned by flood, fire, earthquake,
                           lightning, windstorm, hail, explosion, riot, strike,
                           civil commotion, aircraft, smoke, vandalism,
                           malicious mischief, or acts of civil authority, or
                           other casualty.

                  3.       MAC expressly agrees that AIRLINE shall not be liable
                           to MAC, its contractors, agents, officers, employees,
                           or invitees for personal injury or for any loss or
                           damage to real or personal property occasioned by
                           flood, fire, earthquake, lightning, windstorm, hail,
                           explosion, riot, strike, civil commotion, aircraft,
                           smoke, vandalism, malicious mischief, or acts of
                           civil authority, or other casualty.

                  4.       The provisions of this Section shall survive the
                           termination of this Agreement.

         M.       NO PARTNERSHIP OR AGENCY


                                     -98-
<PAGE>

                  Nothing contained in this Agreement is intended or shall be
                  construed in any respect to create or establish any
                  relationship other than that of lessor and lessee, and nothing
                  herein shall be construed to establish any partnership, joint
                  venture or association or to make AIRLINE the general
                  representative or agent of MAC for any purpose whatsoever.

         N.       SECURITY

                  In conjunction with AIRLINE's operations at Airport,
                  reasonable access shall be made available for both persons and
                  vehicles to AIRLINE's aircraft parked in designated parking
                  areas via Terminal Complex doors, field access gates,
                  passenger loading bridges, and the ramp gates to the Security
                  Identification Display Area ("SIDA"), Air Operations Area
                  ("AOA"), or other defined security area. In order to maintain
                  the security of restricted areas on Airport, AIRLINE will be
                  responsible for the control of persons and vehicles entering
                  the SIDA via the ramp gates to and from AIRLINE's aircraft.
                  AIRLINE agrees to implement and maintain security measures
                  with respect to access control to and from AIRLINE's aircraft
                  and with respect to the use of the SIDA, as required by
                  federal regulations. Such security measures shall be reduced
                  to writing and be provided to the Airport Security Coordinator
                  ("ASC"). AIRLINE agrees to implement and maintain, as a
                  minimum, the following security measures concerning access
                  control to and from the SIDA:

                  1.       During all hours, access points to the SIDA shall be
                           secured and locked.

                  2.       AIRLINE and its agents shall challenge any persons
                           not recognized as being authorized to have access to
                           the SIDA from AIRLINE's operations.

                  3.       AIRLINE and its agents shall restrict the activities
                           of its employees who are authorized to be in the SIDA
                           to that portion of the SIDA in which AIRLINE is
                           authorized to operate.

                  4.       AIRLINE and its agents are responsible for ensuring
                           that personnel are trained in the security procedures
                           described in this Agreement and in all other security
                           procedures, rules, and ordinances developed by MAC.
                           MAC may require attendance at courses conducted by
                           MAC or MAC may elect to allow AIRLINE and its agents
                           to conduct such training. Whenever AIRLINE conducts
                           such training, the Airport Security Coordinator or
                           designee will have the right to audit.

                  5.       AIRLINE and its agents shall not allow any unescorted
                           person into the SIDA unless that person has a valid
                           Airport identification badge. Identification badges
                           shall not be considered valid unless the color code
                           of the badge corresponds with the location in which
                           such person may enter, as designated by MAC. People
                           who do not have valid identification badges to be
                           present on the SIDA shall be escorted at all times
                           they are present on the SIDA by a person with a valid
                           identification badge. Issuance of ramp or SIDA
                           identification badges shall be made


                                     -99-
<PAGE>

                           only by MAC and shall be at the sole discretion of
                           MAC. Ramp and other identification badges shall be
                           denied to people not meeting security requirements.

                  6.       AIRLINE and its agents shall abide by the Airport's
                           security program and comply with applicable security
                           procedures including, but not limited to, the wearing
                           of security identification badges by AIRLINE's and
                           its agents' personnel and clearly identifying each of
                           AIRLINE's vehicles by placing AIRLINE's company or
                           agent's name on each vehicle, or fully comply with
                           any vehicle identification or licensing system
                           adopted by MAC.

                  7.       AIRLINE and its agents shall immediately notify the
                           Airport Police of any suspicious activities observed
                           in or about the SIDA.

                  8.       Any unresolved questions concerning Airport security
                           shall be directed to the Airport Security
                           Coordinator.

                  9.       AIRLINE further agrees to reimburse MAC for any
                           penalties or fines levied against MAC by the FAA due
                           to AIRLINE's or its agents' failure to abide by any
                           applicable security measures.

                  10.      The Airport Security Coordinator or his designated
                           alternate will periodically evaluate compliance with
                           this Section. Failure of AIRLINE to fully comply with
                           the procedures set forth in this Section shall be
                           sufficient grounds for MAC to immediately take any
                           and all necessary corrective measures until security
                           that is acceptable to MAC is restored. AIRLINE shall
                           pay any costs of such corrective measures, plus a
                           fifteen percent (15 percent) administrative charge.

                  11.      AIRLINE must immediately return each MAC-issued
                           security identification badge to the airport badging
                           office upon expiration of badge or upon termination
                           of badgeholder's employment or contract. Further,
                           AIRLINE must promptly report any loss or theft of an
                           individual's MAC-issued security identification, the
                           termination of any badgeholder whose security
                           identification is not recovered; or the suspension of
                           any badgeholder.

                  12.      AIRLINE must comply within established timelines with
                           any security audits conducted by the MAC including
                           audits of airport-issued security badges.

         O.       SUBORDINATION TO AGREEMENTS WITH THE U.S. GOVERNMENT

                  This Agreement shall be subordinate to the provisions of and
                  requirements of any existing or future agreement between MAC
                  and the United States, relative to the development, operation,
                  or maintenance of the Airport.


                  This Agreement and all the provisions hereof shall be subject
                  to whatever right the United States Government now has or in
                  the future may acquire affecting


                                     -100-
<PAGE>

                  the control, operation, regulation, and taking over of said
                  Airport or the exclusive or non-exclusive use of the Airport
                  by the United States during the time of war or national
                  emergency.

         P.       NO EXCLUSIVE RIGHT

                  Nothing herein contained shall be deemed to grant to AIRLINE
                  any exclusive right or privilege within the meaning of Section
                  308 of the Federal Aviation Act for the conduct of any
                  activity on the Airport.

         Q.       CONCERNING DEPRECIATION AND INVESTMENT CREDIT

                  Neither AIRLINE nor any successor of AIRLINE under this
                  Agreement may claim depreciation or an investment credit under
                  the Internal Revenue Code of 1954, as amended, with respect to
                  the Premises. AIRLINE represents that it has made an election
                  under Proposed Treasury Regulations Sections 1.103(n)-1T
                  through 1.103(n)-6T not to claim such depreciation or
                  investment credit with respect to the Premises and agrees that
                  it will retain copies of said election in its records and will
                  not claim any such depreciation or investment credit. MAC
                  acknowledges receipt of a copy of said election and agrees
                  that it will retain copies of said election in its records.

         R.       ATTORNEY'S FEES

                  In any action brought by either party for the enforcement of
                  any provisions of this Agreement, the party prevailing in said
                  action shall be entitled to recover reasonable attorney's fees
                  from the other party.

         S.       SAVINGS

                  MAC and AIRLINE acknowledge that they have thoroughly read
                  this Agreement, including all exhibits thereto, 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. MAC and AIRLINE further
                  acknowledge that this Agreement is the result of extensive
                  negotiations between them and that this Agreement shall not be
                  construed against either party by reason of that party's
                  preparation of all or part of this Agreement.

         T.       MASTER TRUST INDENTURE

                  1.       SUBORDINATION OF FACILITIES CONSTRUCTION CREDITS.

                           The obligations of MAC under this Agreement, if any,
                           which constitute Facilities Construction Credits, are
                           made subject and subordinate to the terms and
                           provisions of the MAC revenue obligations issued
                           pursuant to Minnesota Statutes, Section 473.608,
                           Subd.12a., including the terms and provisions of
                           master trust indenture which controls the issuance
                           of such obligations.


                                     -101-
<PAGE>

                  2.       AIRLINE COOPERATION.

                           a.       The AIRLINE agrees that it will cooperate
                                    with MAC, the underwriters and their counsel
                                    to satisfy any ongoing disclosure
                                    requirements necessary under applicable law
                                    in order to market the MAC revenue
                                    obligations, including provision of annual
                                    reports of AIRLINE or any parent.

                           b.       AIRLINE shall cooperate with MAC and the
                                    underwriters of MAC's revenue obligations so
                                    that the provisions of Rule 15(c)2-12 of the
                                    Securities Exchange Act of 1934, as amended,
                                    are complied with.

                           c.       At the time of issuance of MAC revenue
                                    obligations, AIRLINE agrees that a duly
                                    authorized officer of AIRLINE shall execute
                                    a certificate stating that the information
                                    relating to AIRLINE, if any, contained in
                                    the official statement is accurate in all
                                    material respects (except as otherwise set
                                    forth in such certificate) on and as of the
                                    date thereof, provided, however, that no
                                    such certification need be made with respect
                                    to the completeness of such information.

         U.       TERMINATION OF PRIOR AGREEMENTS

                  All prior agreements between MAC and AIRLINE covering the use
                  and occupancy of the Airfield, Terminal Building, Terminal
                  Apron, Gold Concourse or International Arrivals Facility, but
                  excluding any agreements between MAC and AIRLINE covering
                  Other Areas on the Airport, and excluding any required
                  agreements between MAC and AIRLINE covering mobile lift
                  devices, are hereby cancelled.


                                     -102-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers on the dates below.

<TABLE>
<CAPTION>

<S>                                                 <C>
In Presence Of:                                     METROPOLITAN AIRPORTS COMMISSION

    /s/  [signed - signature illegible]             By:           /s/ Gordy Wennerstrom
-----------------------------------------------               --------------------------------------------------------
                                                                                 Gordy Wennerstrom

                                                    It's:          Dir. Commercial Management & Airline Affairs
                                                              --------------------------------------------------------

                                                    Date:          February 11, 2000
                                                              --------------------------------------------------------

In Presence Of:                                               Northwest Airlines, Inc.

    /s/ John R. DeCoster                            By:          /s/  James M. Greenwald
-----------------------------------------------               --------------------------------------------------------
                                                                              Mr. James M. Greenwald

                                                    It's:            Vice President Facilities & Airport Affairs
                                                              --------------------------------------------------------

                                                    Date:              February 10, 2000
                                                              --------------------------------------------------------

                                                    Address:
                                                              Northwest Airlines, Inc.
                                                              --------------------------------------------------------
                                                              5101 Northwest Drive
                                                              --------------------------------------------------------
                                                              Dept A 1130
                                                              --------------------------------------------------------
                                                              St. Paul, MN 55111
                                                              --------------------------------------------------------
</TABLE>


                                     -103-
<PAGE>


STATE OF MINNESOTA         )
                           )SS
COUNTY OF DAKOTA           )


This instrument was acknowledged before me on the 10th day of February,

2000, by James M. Greenwald as the authorized representative of

Northest Airlines, Inc.

(Notary Seal)     /s/ Eunice Burnham
                  ----------------------------------
                  Notary Public



STATE OF MINNESOTA         )
                                    )SS
COUNTY OF HENNEPIN         )
This instrument was acknowledged before me on the 11th day of February,

2000, by Gordy Wennerstrom the Director - CMAA of the
         --------------------------------------------------
                (Name)                        (Title)

Metropolitan Airports Commission.

(Notary Seal) /s/ Rebecca A. Zwart
              ---------------------------------------------
                Notary Public


                                     -104-

<PAGE>

                                   Exhibit A
                           [Map - Airport Layout Plan]


<PAGE>

                                   Exhibit B
                                [Map - Airfield]


<PAGE>

                                   Exhibit C
                      [Diagrams - Terminal Building Plan]


<PAGE>

                                   Exhibit D
                             [Maps - Terminal Apron]


<PAGE>

                                   Exhibit E
               [Diagrams - Terminal Building - Gold Concourse]


<PAGE>

                                   Exhibit F
                             [Maps - Landside Area]

<PAGE>

                                                                       EXHIBIT G
                                                                          1/1/99
                                                                     Page 1 of 1

                                   OTHER AREAS


Other Areas includes, but is not limited to, the following MAC facilities:

-        West Terminal Area
-        Cargo Area
-        Other Roads (Non AOA and Non Terminal Area)
-        Hangars and Other Buildings (Includes any other MAC facility not
         flowing to airline rates and charges)

<PAGE>

                                                                       EXHIBIT H
                                                                          1/1/99
                                                                     Page 1 of 1

           INTERNATIONAL REGULARLY SCHEDULED AIRLINE SERVICE CRITERIA


As operator of the HHH Terminal and the Lindbergh Terminal IAF Facility, the MAC
must have reasonable and clear criteria to allocate international charter
flights to the HHH Terminal AND international regularly scheduled flights to the
Lindbergh Terminal IAF Facility. The principal purpose of the Lindbergh Terminal
IAF Facility is to serve passengers making connections at MSP on a regularly
scheduled basis. In addition, Gates 1-9 of the Lindbergh Terminal will be
utilized by Northwest regularly scheduled flights providing domestic connecting
service when not used by carriers providing international regularly scheduled
service. Therefore, in making the determination of whether an international
non-stop passenger flight to MSP is a regularly scheduled flight or a charter
operation for purposes of making terminal assignment, the MAC will supply the
following criteria:

1.       Does the international operation generally have passengers connecting
         at MSP on-line, inter-line or via code share, and the operational need
         for connecting facilities?

2.       Is the carrier a signatory under the MAC use and lease agreement?

3.       Does the carrier hold all necessary government approvals to operate
         international regularly scheduled service?

4.       Is the carrier's international service primarily scheduled on a
         year-round basis or does it primarily offer seasonal service to
         different locations?

5.       Are the carrier's schedules published each month in the Official
         Airline Guide and displayed in computer reservation systems? Are the
         fares regularly published by the Airline Tariff Publishing Company?

6.       Does the carrier providing the service provide reservation services and
         create PNRs for the flights with its own employees?

International operations that meet these criteria overall shall be considered
international regularly scheduled flights for use of the Lindbergh IAF. However,
the failure to meet any one or more criteria shall not necessarily preclude the
operation from being considered an international regularly scheduled flight.
MAC's goal of optimizing overall airport operating efficiency shall be an
important consideration.

<PAGE>

                                                                       EXHIBIT I
                                                            MAC DRAFT 12/28/1999
                                                                    Page 1 of 23


                        2010 PLAN ESTIMATED PROJECT COSTS
                        METROPOLITAN AIRPORTS COMMISSION
                           (1998 DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
PROGRAM                                                  AIRFIELD            RAMP        TERMINAL       OTHER           TOTAL
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
<S>                                                      <C>              <C>          <C>           <C>           <C>
Runway Deicing/Holding Pad Program                               $49,500       $2,776           $77        $5,697          $58,050
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Runway 17/35 Program                                             454,550                                  108,850          563,400
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Runway 4/22 Development Program                                   27,000                                                    27,000
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Noise Mitigation Program                                         330,800                                   80,000          410,800
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Taxiway W Construction Program                                    18,200                                                    18,200
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Taxiway C/D Complex Construction Program                          16,500                                                    16,500
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Airfield Rehabilitation and Repair Program                        57,540                                                    57,540
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Runway Rehabilitation Program                                     62,000                                                    62,000
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Environmental Remediation Program                                  6,000                        500         1,000            7,500
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Public Parking/Auto Rental Expansion Program                                      880        10,375       177,595          188,850
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Green Concourse Extension Program                                  6,064       21,742       180,682        17,812          226,300
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Concourse Expansion & Rehabilitation Program                                                  6,500                          6,500
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Lindbergh Terminal Rehab & Development Program                     1,064                     41,824         3,822           46,710
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Humphrey Terminal Development Program                                                                      77,000           77,000
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Sun Country Hangar Program                                                                                  5,150            5,150
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Landside Rehabilitation & Repair Program                                                     37,882        18,240           56,122
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Light Rail Transit Program                                                                   12,500        57,500           70,000
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Reliever Airport Program                                                                                  132,400          132,400
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Reliever Airports Utility Extension Program                                                                11,200           11,200
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Miscellaneous Field & Runway                                      10,500                                      650           11,150
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
Miscellaneous Landside Program                                    23,400        7,510        14,835        87,455          133,200
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
TOTAL OF ALL PROGRAMS                                         $1,063,118      $32,908      $305,175      $784,371       $2,185,572
-------------------------------------------------------- ---------------- ------------ ------------- ------------- ---------------
</TABLE>

<PAGE>

                                                                       EXHIBIT I
                                                            MAC DRAFT 12/28/1999
                                                                    Page 2 of 23

                        PROJECTS COMPRISING THE 2010 PLAN
                        METROPOLITAN AIRPORTS COMMISSION


                       RUNWAY DEICING/HOLDING PAD PROGRAM


PROGRAM SCOPE
This program consists of projects to construct deicing/holding pads adjoining
the ends of Runways 12L, 12R, 30L, and 30R.

Projects which are required for the construction of the Runway 12L pad, include
the following:

-         Demolition of Hangars 1 and 2
-         Snow Removal Equipment Storage Building Addition
-         Maintenance Fueling System
-         Deicing Operations Center

Projects which are required for the construction of the Runway 12R pad, include
the following:

-         Building Demolition
-         Taxiway B Construction

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

                                           ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE        PROJECT                           COST CENTER
                                                                 COST
                                           START   COMPLETION   (1998$)      AIRFIELD         RAMP        TERMINAL      OTHER
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
<S>                                        <C>     <C>        <C>          <C>            <C>           <C>          <C>
Runway 12L Pad                              1998      1998    $11,500,000    $11,500,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Hangars 1 & 2 Demolition                    1997      1998        700,000        700,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Snow Removal Equipment Storage Bldg Addn.   1997      1998      4,750,000      2,375,000    $1,710,000      $47,500     $617,500
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Maintenance Fueling Facility                1998      1998        700,000        350,000       252,000        7,000       91,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Maintenance Campus Site Work                1998      1998      1,850,000        925,000       666,000       18,500      240,500
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Deicing Operations Center                   1998      1998      4,550,000                                              4,550,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
SUBTOTAL                                                      $24,050,000    $15,850,000    $2,628,000      $73,000   $5,499,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Runway 12R Pad                              2001      2002    $15,900,000     15,900,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Buildings Demolition                        2001      2001      1,000,000      1,000,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Taxiway B                                   2001      2001      2,100,000      2,100,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
SUBTOTAL                                                      $19,000,000    $19,000,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Runway 30R Pad                              2001      2001     $9,000,000     $9,000,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Runway 30L Pad - Temporary                  1999      1999     $3,500,000     $3,500,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
SUBTOTAL                                                      $55,550,000    $47,350,000    $2,628,000      $73,000   $5,499,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
Contingency                                                    $2,500,000     $2,150,000      $148,000       $4,000     $198,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------

------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
PROGRAM TOTAL                                                 $58,050,000    $49,500,000    $2,776,000      $77,000   $5,697,000
------------------------------------------ ------- ---------- ------------ -------------- ------------- ------------ ------------
</TABLE>

<PAGE>

                                                                       EXHIBIT I
                                                            MAC DRAFT 12/28/1999
                                                                    Page 3 of 23


                        RUNWAY 17/35 CONSTRUCTION PROGRAM

PROGRAM SCOPE
This program consists of projects required to construct a new 8,000-foot by 150
foot concrete runway and associated roadways, taxiways, and appurtenances as
shown on the attached graphic and summarized as follows:

-    Site Preparation and Utility Installation - Based on preliminary graphics
     and discussions with HNTB, this project is split 50% Field and Runway and
     50% Other. Other includes both MAC and Tenant facilities.

-    Demolition On and Off Airport - 100% Field and Runway

-    Runway, Taxiways, Taxilanes and Connectors - Based on graphics from
     HNTB and discussions with Airport Development the split is as follows;
     -   West Side Taxiway - Common Use charged to all west side tenants
         proportionately (2A)
     -   West Side Connectors - Common Use charged to all west side tenants
         proportionately (2B0
     -   Runway - 100% Field and Runway (2C)
     -   East Side Taxiway - 100% Field and Runway (2D)
     -   East Side Connectors - 100% Field and Runway (2D)
     -   Deicing Pad - 100% Field and Runway (2E)
     -   Taxiway and Connectors through Midfield - 2/3 Midfield allocated
         proportionately to tenants and 1/3 Field and Runway (2F)

-    Infield Roadways and Service Roads - 2/3 allocated proportionately to
     tenants and 1/3 Field and Runway

-    Aircraft Apron Areas - allocated to the specific tenant

-    Airside Service Roads and ARFF Roads - 100% Field and Runway

-    Landside Roadways and 24th Ave. Bridge - allocated 1/2 Field and Runway and
     1/2 MAC Roads

-    Runway 17/35 and 4/22 Roadway Tunnels - Based on 9/23 letter from HNTB,
     $3,100,000 would be charged to Midfield Tenants which is the cost of an
     at-grade roadway to their facilities. The remaining $61,200,000 is proposed
     to be Field and Runway

-    Taxiways Z and Y Bridges - 100% Field and Runway

-    66th Street/TH 77 Interchange - 100% Other ( MAC Roads)

-    Fueling Facilities - a portion (less than 50%) will be Field and Runway
     with the balance to be charged to Other Tenants

-    NAVAIDS including ILS, RTR,VORTAC, and ALS - 100% Field and Runway

-    Tenant Lease Extinguishment - 100% Field and Runway

-    Deicing Agent Processing Facility - 100% Field and Runway

-    Airfield Electric Distribution Center - 100% Field and Runway

-    Airfield Materials and Equipment Storage Facilities - allocated based on
     the percentages identified in the new Airline Agreement (50% Field and
     Runway, 36% Ramp, 2% Parking, 2% Public Roads, 4% Cargo Area, 4% Other
     Public Roads, 1% Terminal and 1% HHH Terminal

<PAGE>

                                                                       EXHIBIT I
                                                            MAC DRAFT 12/28/1999
                                                                    Page 4 of 23

-    Property Acquisition - 100% Field and Runway

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the project elements listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------

                                                                 ESTIMATED
                                            ESTIMATED PROJECT     PROJECT
                 PROJECT                        SCHEDULE           COST                          COST CENTER
                                            START   COMPLETION    (1998$)       AIRFIELD       RAMP       TERMINAL       OTHER
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
<S>                                        <C>     <C>          <C>          <C>            <C>          <C>         <C>
Site Preparation and Utility Installation   1998      2004      $58,000,000    $29,000,000                            $29,000,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Demolition On and Off Airport               1999      2004       18,200,000     18,200,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Runways, Taxiways, Taxilanes, and
Connectors                                  1999      2004       41,000,000     19,500,000                             21,500,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Infield Roads and Service Roads             1999      2004        4,800,000      1,600,000                              3,200,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Aircraft Apron Areas                        1999      2004       21,000,000                                            21,000,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Airside Service Roads and ARFF Roads        1999      2004        3,700,000      3,700,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Landside Roadways and 24th Ave. Bridge      1999      2004       12,900,000      6,450,000                              6,450,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Runways 17/35 and 4/22 Roadway Tunnels      1999      2004       69,900,000     66,500,000                              3,400,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Taxiways Z and Y Bridges                    1999      2004       26,800,000     26,800,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
66th Street/TH 77 Interchange               1999      2004       10,500,000                                            10,500,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Fueling Facilities                          1999      2004        3,800,000                                             3,800,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
NAVAIDS including ILS, RTR, VORTAC, ALS     1999      2004        2,700,000      2,700,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Tenant Lease Extinguishment                 1999      2004       35,000,000     35,000,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Deicing Agent Processing Facility           1999      2004        4,300,000      4,300,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Airfield Electric Distribution Center       1999      2004        5,400,000      5,400,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Airfield Material & Equipment Storage
Facilities                                  1999      2004        5,400,000      5,400,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Property Acquisition                        1998      2004      190,000,000    190,000,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
SUBTOTAL                                                        $513,400,000  $414,550,000                            $98,850,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------

------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
Contingency                                                     $50,000,000    $40,000,000                            $10,000,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------

------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
PROGRAM TOTAL                                                   $563,400,000  $454,550,000                           $108,850,000
------------------------------------------ ------- ------------ ------------ -------------- ------------ ----------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                   Page 5 of 23

                         RUNWAY 4/22 DEVELOPMENT PROGRAM


PROGRAM SCOPE
This program consists of projects required for the reconstruction of the
northeast 2000 feet of Runway 22 and the construction of a 1,000-foot extension
to Runway 4/22 and includes the following projects:

-         Runway 12R/30L Temporary Extension
-         Runway 4/22 Reconstruction
-         Runway 4/22 Road Relocation
-         Runway 4/22 Extension
-         North Side Storm Sewer
-         Property Acquisition
-
ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------

                                            ESTIMATED PROJECT    ESTIMATED
                                                SCHEDULE         PROJECT                          COST CENTER
                 PROJECT                                           COST
                                            START  COMPLETION     (1998$)      AIRFIELD        RAMP      TERMINAL       OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>         <C>
Runway 12R/30L Temporary Extension          1999      2000      $3,500,000     $3,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
Runway 4/22 Reconstruction                  2001      2001       8,500,000      8,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
Runway 22 Road Relocation                   2001      2001       1,000,000      1,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
Runway 4/22 Extension                       2001      2001       5,000,000      5,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
North Side Storm Sewer                      2001      2001       2,500,000      2,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
Property Acquisition                                             5,000,000     5,000,0000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
SUBTOTAL                                                       $25,500,000    $25,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
Contingency                                                     $1,500,000     $1,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
PROGRAM TOTAL                                                  $27,000,000    $27,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ----------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                   Page 6 of 23

                            NOISE MITIGATION PROGRAM


PROGRAM SCOPE
This program consists of projects to insulate houses and schools within the DNL
65 and 1996 DNL 60 contours, to acquire property in New Ford Town and Rich Acres
subdivisions in Richfield, and to remediate problems associated with indoor air
quality in homes which were previously insulated. Projects in this program
include the following:

-         Home Insulation
-         New Ford Town/Rich Acres Acquisition
-         School Noise Abatement
-         Runway 4/22 Noise Mitigation
-         Remediation of Past Homes
-         Remote Monitoring Unit Installations

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Costs, Estimated Project
Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------

                                            ESTIMATED PROJECT    ESTIMATED
                                                SCHEDULE          PROJECT                         COST CENTER
                 PROJECT                                           COST
                                           START   COMPLETION     (1998$)      AIRFIELD        RAMP      TERMINAL       OTHER
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
Home Insulation (Inside 65 DNL)  *          1998      2003     $129,100,000  $129,100,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
Home Insulation (Between 60 and 65 DNL)
**                                          2003      2010      150,000,000    70,000,000                            80,000,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
New Ford Town Rich Acres Acquisition        1998      1998        3,500,000     3,500,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
School Noise Abatement                      1998      2002       33,000,000    33,000,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
Runway 4/22 Noise Mitigation                2000      2005       38,000,000    38,000,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
Remediation of Past Homes                   1998      2002        6,300,000     6,300,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
Remote Monitoring Unit Installations        1999      2001          900,000       900,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
SUBTOTAL                                                       $360,800,000  $280,800,000                             80,000,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------

------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
Contingency                                                     $50,000,000   $50,000,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------

------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
PROGRAM TOTAL                                                  $410,800,000  $330,800,000                             80,000,000
------------------------------------------ ------- ----------- ------------- ------------- ------------ ------------ ------------
</TABLE>

         *  For 1998, assumes 910 homes @ $28,000 per home
            For 1999 through 2003, assumes 2,795 homes @ $37,100 per home

         ** For  2003 through 2010, assumes 4043 homes @ $37,100 per home

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                   Page 7 of 23

                         TAXIWAY W CONSTRUCTION PROGRAM


PROGRAM SCOPE
This program consists of the construction of an approximately 9,050-feet long
parallel taxiway for Runway 12R/30L in three phases.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Center for the projects described above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

                                            ESTIMATED PROJECT    ESTIMATED
                PROJECT                         SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
Taxiway W Segment 1                         1998      1998      $5,200,000     $5,200,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Taxiway W Segment 2                         1998      1998       5,500,000      5,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Taxiway W Segment 3                         1999      1999       7,500,000      7,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
SUBTOTAL                                                       $18,200,000    $18,200,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Contingency                                                             $0             $0
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
PROGRAM TOTAL                                                  $18,200,000    $18,200,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                   Page 8 of 23

                    TAXIWAY C/D COMPLEX CONSTRUCTION PROGRAM


PROGRAM SCOPE
This program consists of the realignment and reconstruction of Taxiways Charlie
and Delta in phases to allow unrestricted two-way taxiing of Group V aircraft on
both taxiways.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Center for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

                                           ESTIMATED PROJECT     ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
C/D Complex-Phase 1                         2004      2005      $8,000,000     $8,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
C/D Complex-Phase 2                         2004      2005       8,000,000      8,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
SUBTOTAL                                                       $16,000,000    $16,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Contingency                                                       $500,000       $500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
PROGRAM TOTAL                                                  $16,500,000    $16,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                   Page 9 of 23

                   AIRFIELD REHABILITATION AND REPAIR PROGRAM


PROGRAM SCOPE
This program consists of projects undertaken on a yearly basis to repair and
maintain the facilities on the airfield. These projects include the following:

-    Airside Bituminous Rehabilitation - $475,000 per year
-    Pavement Rehabilitation - Aprons/Taxiways - $2,850,000 per year
-    Pavement Joint Sealing - $475,000 per year
-    Miscellaneous projects within the airside - $380,000 per year
-    Taxiway A/H Reconstruction

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the total Estimated Costs to be incurred for
the projects listed above as well as their Cost Centers.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

                                           ESTIMATED PROJECT     ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
Airside Bituminous                          1998      2010      $6,175,000     $6,175,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Pavement Joint Sealing                      1998      2010       6,175,000      6,175,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Pavement Rehabilitation-Aprons/Taxi-way     1998      2010      37,050,000     37,050,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Miscellaneous                               1998      2010       4,940,000      4,940,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Taxiway A/H Reconstruction                  2001      2001       3,200,000      3,200,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
SUBTOTAL                                                       $57,540,000    $57,540,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Contingency                                                             $0             $0
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
PROGRAM TOTAL                                                  $57,540,000    $57,540,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 10 of 23

                          RUNWAY REHABILITATION PROGRAM


PROGRAM SCOPE
This program consists of projects to rehabilitate/reconstruct Runways 12R/30L
and 12L/30R. Projects to be completed under this program include the following:

-    Reconstruct Runway 12R/30L - Segment 1
-    Reconstruct Runway 12R/30L - Segment 3
-    Rehabilitate Runway 12R/30L - Segment 2
-    Reconstruct Runway 12R/30L - Segment 2
-    Rehabilitate Runway 12L/30R - Segment 2
-    Reconstruct Runway 12L/30R - Segment 2
-    Runway 30L Safety Area Improvements

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

                                           ESTIMATED PROJECT     ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
Reconstruct Runway 12R/30L-Segment 1        1998      1998     $15,000,000    $15,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Reconstruct Runway 12R/30L-Segment 3        1999      1999      16,000,000     16,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Rehabilitate Runway 12R/30L-Segment 2       2001      2001       1,300,000      1,300,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Reconstruct Runway 12R/30L-Segment 2        2004      2004      10,200,000     10,200,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Rehabilitate Runway 12L/30R-Segment 2       2001      2001         800,000        800,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Reconstruct Runway 12L/30R-Segment 2        2005      2005      14,000,000     14,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Runway 30L Safety Area Improvements         1999      1999       3,700,000      3,700,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
SUBTOTAL                                                       $61,000,000    $61,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Contingency                                                     $1,000,000     $1,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
PROGRAM TOTAL                                                  $62,000,000    $62,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 11 of 23

                        ENVIRONMENTAL REMEDIATION PROGRAM


PROGRAM SCOPE
This program consists of projects to remove/upgrade MAC owned underground
storage tanks and to provide storm water detention facilities of adequate size
to handle the drainage from new pavement areas.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the tables below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

                                           ESTIMATED PROJECT     ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
UST Removals/Upgrades                       1998      2010      $2,000,000       $500,000                 $500,000   $1,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Storm Water Detention Ponds                 1999      2000       5,500,000      5,500,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
SUBTOTAL                                                        $7,500,000     $6,000,000                  $500,000   $1,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
Contingency                                                             $0             $0                        $0           $0
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
PROGRAM TOTAL                                                   $7,500,000     $6,000,000                  $500,000   $1,000,000
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 12 of 23

                  PUBLIC PARKING/AUTO RENTAL EXPANSION PROGRAM


PROGRAM SCOPE
This project consists of the construction of two nine level parking structures
and two new entrance and two new exit helicies and a quick turn-around (QTA)
facility on the ground level for the auto rental companies. Other projects,
which are required for the operation of the parking structure includes the
following:

-    Automated People Mover
-    Parking Management Building
-    Roadway relocations related to ingress and egress from the new parking
     facilities
-    Revenue Control System
-    NWA Replacement Parking for those spaces lost to the exit plaza
-    Northwest Drive Improvements
-    Temporary Auto Rental Service Site Development
-    Temporary Regional Apron o Miscellaneous Projects including a security
     system, helix enclosures, snowmelters, maintenance gates at the helices, a
     maintenance building and directional signage.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------

                                           ESTIMATED PROJECT     ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ----------- ------------ -------------- ------------ ------------ -----------
<S>                                        <C>     <C>         <C>          <C>            <C>          <C>          <C>
Parking/Auto Rental Structure               1998      2000     $95,900,000                                            $95,900,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Automated People Mover                      1998      2000      26,000,000                               $8,580,000    17,420,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Parking Management Building                 1998      1999       3,500,000                                              3,500,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Roadway Relocations                         1999      2001      27,000,000                                             27,000,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Revenue Control System                      1998      1999       6,600,000                                              6,600,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
NWA Replacement Parking                     1998      1999       9,000,000                                              9,000,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Northwest Drive Improvements                1999      1999       3,500,000                                              3,500,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Temp. Auto Rental Service Site
Development                                 1998      1998       1,000,000                                              1,000,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Temporary Regional Apron                    1998      1998         850,000                  $850,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Miscellaneous Projects                      1998      2001       6,000,000                                              6,000,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Transit Center                              1999      2001       2,000,000                                1,000,000     1,000,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
SUBTOTAL                                                      $181,350,000                  $850,000     $9,580,000  $170,920,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
Contingency                                                     $7,500,000                   $30,000       $795,000    $6,675,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                 $188,850,000                  $880,000    $10,375,000  $177,595,000
------------------------------------------ ------- ----------- ------------ ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 13 of 23

                        GREEN CONCOURSE EXTENSION PROGRAM


PROGRAM SCOPE
This project consists of the extension of the Green Concourse by the
construction of 12 new gates and a new Regional Terminal Facility with 30
parking positions. The relocation of the inbound roadway required by the
alignment of the Green Concourse extension is also part of this project. Other
projects which are required for the extension of the Green Concourse include the
following:

-         Post Office Relocation
-         Green/Gold Connector Bag Belt
-         Green/Gold Connector Ticket Counter/Bag Check
-         Green Concourse Apron Expansion
-         Green Concourse Temporary Regional Apron
-         Green/Gold Connector
-         Green Concourse APM
-         Fuel Hydrant Loop Extension
-
ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------

                                           ESTIMATED PROJECT     ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                          COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)      AIRFIELD         RAMP      TERMINAL      OTHER
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>           <C>          <C>          <C>            <C>
Green Concourse Expansion-Phase 1           1999      2000     $40,500,000                              $40,500,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green Concourse Expansion-Phase 2           2000      2002      71,000,000                               71,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Post Office Relocation                      1999      2000      17,000,000   $6,000,000                               $11,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green/Gold Connector Bag Belt               1999      2000       5,000,000                                5,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green/Gold Connector Ticket Ctr/Bag Check   1999      2000       2,000,000                                2,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green Concourse Apron Expansion             1999      2001      16,000,000                $16,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green Concourse Temporary Regional Apron    1999      2000       5,000,000                  5,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green/Gold Connector                        1999      2000      20,000,000                               20,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Green Concourse APM                         1999      2001      36,000,000                               36,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Fuel Hydrant Loop Extension                 1998      2004       6,300,000                                              6,300,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
SUBTOTAL                                                      $218,800,000   $6,000,000   $21,000,000  $174,500,000   $17,300,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Contingency                                                     $7,500,000      $64,000      $742,000    $6,182,000      $512,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                 $226,300,000   $6,064,000   $21,742,000  $180,682,000   $17,812,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 14 of 23

                 CONCOURSE EXPANSION AND REHABILITATION PROGRAM


PROGRAM SCOPE
This program consists of projects to in fill areas on the Blue and Red
Concourses as follows:

Blue Concourse             10,240 square feet

Red Concourse              13,000 square feet

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT    ESTIMATED
                 PROJECT                        SCHEDULE          PROJECT                      COST CENTER
                                                                   COST
                                            START  COMPLETION     (1998$)     AIRFIELD       RAMP       TERMINAL      OTHER
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>          <C>          <C>          <C>            <C>
Blue Concourse Infill Phase-1               2001      2002     $2,500,000                               $2,500,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Red Concourse Infill Phase-1                2000      2001      3,000,000                                3,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
SUBTOTAL                                                       $5,500,000                               $5,500,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Contingency                                                    $1,000,000                               $1,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                  $6,500,000                               $6,500,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 15 of 23

            LINDBERGH TERMINAL REHABILITATION AND DEVELOPMENT PROGRAM


PROGRAM SCOPE
This program consists of projects to upgrade and expand the Lindbergh Terminal
complex and includes the following projects:

<TABLE>
<S>                                                                             <C>
-        Terminal Carpet Replacement                                            Computer Lab Expansion
-        Terminal Curtainwall Security Enhancements                             West Mezzanine Finishes
-        Terminal Elevator Addition/Modifications                               North Terminal Addition
-        Energy Management Center Boiler Replacements                           Tug Drive Door Replacement
-        Commercial Roadway Bag Belt/Sortation Facility                         Tug Drive Floor Replacement
-        Informational/Directional Signage                                      Chiller Addition
-        International Arrivals Facility Upgrade                                Cooling Towers Installation
-        Lindbergh Terminal Bag Make-up Addition                                Security Camera Installation
-        Loading Dock Relocation                                                Conference Center
-        Rubber Flooring Replacement                                            Business Service Center Development
-        Terminal Toilet Additions                                              Jetway Door Reconstruction
-        P. A. System Replacement
-        Police Department Modifications
</TABLE>

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)     AIRFIELD       RAMP       TERMINAL      OTHER
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>          <C>          <C>          <C>            <C>
Terminal Carpet Replacement                 1998      1998     $1,730,000                               $1,730,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Curtainwall Security
Enhancements                                2000      2000        550,000                                  550,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Elevator/Escalator Modifications   1999      2000        600,000                                  600,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Energy Management Center Boiler
Replacements                                2001      2001      4,500,000                                4,500,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Commercial Roadway Bag Belt /Sortation
Facility                                    2000      2000      1,000,000                                1,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Informational/Directional Signage           1999      2001      1,250,000                                1,250,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
International Arrivals Facility Upgrade     1999      1999      2,500,000                                             $2,500,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Lindbergh Terminal Bag Make-up Addition     2001      2001      2,000,000                                2,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Loading Dock Relocation                     2001      2001      1,000,000                                1,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Toilet Additions                   1999      1999      1,100,000                                1,100,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
PA System Replacement                       1999      2000      4,000,000                                4,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Police Department Modifications             1999      1999        160,000      $32,000                      17,000       111,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Computer Lab Expansion                      1999      1999        160,000       32,000                      17,000       111,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
West Mezzanine Finishes                     2000      2000      1,000,000                                1,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
North Terminal Addition                     2001      2002     12,000,000                               12,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Tug Drive Door Replacement                  1999      1999         60,000                                   60,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Tug Drive Floor Replacement                 1999      1999        700,000                                  700,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Chiller Addition                            1998      1999      4,450,000                                4,450,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Cooling Towers Installation                 1998      1999      5,000,000                                5,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Security Camera Installation                1998      2000      1,000,000    1,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Conference Center                           1998      1999        850,000                                                850,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Business Service Centers Development        1998      1999        250,000                                                250,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Jetway Door Reconstruction                  1999      1999        100,000                                  100,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
SUBTOTAL                                                      $46,710,000   $1,064,000                 $41,824,000    $3,822,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Contingency                                                            $0           $0                          $0            $0
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                 $46,710,000   $1,064,000                 $41,824,000    $3,822,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 16 of 23

                      HUMPHREY TERMINAL DEVELOPMENT PROGRAM


PROGRAM SCOPE
This project consists of the construction of a replacement terminal for the
existing Humphrey Terminal to provide gates for 8 narrow body/4 wide body
aircraft. Projects to be constructed which are incidental to this project
include the following:

-        Construction of two 250,000 gallon above ground storage tanks and
         trickle fill line.
-        Ground Service Equipment storage/maintenance facility.
-        Parking Facility
-        Hydrant Fueling System
-        Ground Power
-        Airline Lease Space Shell
-        Concessions Shell

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)     AIRFIELD       RAMP       TERMINAL      OTHER
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>          <C>          <C>          <C>            <C>
Terminal Development                        1999      2001    $53,000,000                                            $53,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Fuel Storage Tanks and Pipeline             1998      1998      9,000,000                                              9,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
GSE Storage/Maintenance Facility            1999      2001      3,700,000                                              3,700,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Short Term Parking Facility                 1999      2001      2,100,000                                              2,100,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Hydrant Fueling System                      1999      2001        600,000                                                600,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Ground Power                                1999      2001        600,000                                                600,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Airline Lease Space                         1999      2001        600,000                                                600,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Concessions Fit-Up                          1999      2001      2,400,000                                              2,400,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
SUBTOTAL                                                      $72,000,000                                            $72,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Contingency                                                    $5,000,000                                             $5,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                 $77,000,000                                            $77,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 17 of 23

                     SUN COUNTRY HANGAR DEVELOPMENT PROGRAM


PROGRAM SCOPE
This program consists of the construction of a new hangar and apron for Sun
Country Airlines.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Center for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)     AIRFIELD       RAMP       TERMINAL        OTHER
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>          <C>          <C>          <C>            <C>
Hangar                                      1998      1998     $4,050,000                                             $4,050,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Apron                                       1998      1998      1,000,000                                              1,000,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
SUBTOTAL                                                       $5,050,000                                             $5,050,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Contingency                                                      $100,000                                               $100,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                  $5,150,000                                             $5,150,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 18 of 23

                   LANDSIDE REHABILITATION AND REPAIR PROGRAM


PROGRAM SCOPE
This program consists of yearly projects to repair, maintain and improve the
facilities in the terminal and on the landside. These will projects be defined
in the year(s) prior to implementation. Project categories include the
following:

-        Landside Bituminous Construction
-        Parking Structure Rehabilitation
-        Lindbergh Terminal Interior Rehabilitation
-        Terminal Exterior Rehabilitation
-        Terminal Complex Sprinkler Modifications
-        Terminal Electrical Modifications
-        Terminal Mechanical Modifications
-        Terminal Miscellaneous Projects
-        West Terminal Rehabilitation

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)     AIRFIELD       RAMP       TERMINAL      OTHER
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>          <C>          <C>          <C>            <C>
Landside Bituminous Construction            1998      2010     $4,940,000                                             $4,940,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Parking Structure Rehabilitation            1998      2010     11,875,000                                             11,875,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Lindbergh Terminal Interior
Rehabilitation                              1998      2010     19,665,000                              $19,665,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Exterior Rehabilitation            1998      2010      6,650,000                                6,650,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Complex Sprinkler Modifications    1998      2010      1,330,000                                1,330,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Electrical Mods                    1998      2010      1,401,000                                1,401,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Mechanical Mods                    1998      2010      5,748,000                                5,748,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Terminal Miscellaneous                      1998      2010      3,088,000                                3,088,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
West Terminal Rehabilitation                1998      2010      1,425,000                                              1,425,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
SUBTOTAL                                                      $56,122,000                              $37,882,000   $18,240,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
Contingency                                                            $0                                       $0            $0
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                 $56,122,000                              $37,882,000   $18,240,000
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 19 of 23

                           LIGHT RAIL TRANSIT PROGRAM


PROGRAM SCOPE
This program consists of projects to be implemented at Wold Chamberlain Field.
These projects generally consist of the following:

-         Lindbergh Terminal Light Rail Transit Station
-         Hubert H. Humphrey Light Rail Transit Station
-         Other Eligible Program Elements

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Costs for each project.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)      AIRFIELD       RAMP        TERMINAL        OTHER
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
<S>                                        <C>     <C>        <C>           <C>          <C>          <C>            <C>
Lindbergh Terminal LRT Station              1999      2003     $25,000,000                             $12,500,000   $12,500,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Hubert H. Humphrey LRT Station              1999      2003       2,000,000                                            $2,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Other Eligible Program Elements             1999      2003      43,000,000                                           $43,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
SUBTOTAL                                                       $70,000,000                                           $57,500,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
Contingency
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
PROGRAM TOTAL                                                  $70,000,000                             $12,500,000   $57,500,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- -------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 20 of 23

                            RELIEVER AIRPORTS PROGRAM


PROGRAM SCOPE
This program consists of projects to be implemented at MAC's six reliever
airports. These projects generally consist of land acquisition for runway
protection, rehabilitation of existing airfield pavements, construction of new
runways, taxi-ways, aprons and construction /expansion of areas for the
construction of new hangars.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Costs for each reliever
airport from 1998 to 2010.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)      AIRFIELD       RAMP       TERMINAL         OTHER
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
<S>                                        <C>     <C>        <C>           <C>          <C>          <C>            <C>
St. Paul-Downtown Airport                   1998      2010     $19,000,000                                            $19,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Flying Cloud Airport                        1998      2010      61,000,000                                             61,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Crystal Airport                             1998      2010       3,100,000                                              3,100,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Anoka County-Blaine Airport                 1998      2010     23,7000,000                                             23,700,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Lake Elmo Airport                           1998      2010       8,100,000                                              8,100,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Airlake Airport                             1998      2010      12,500,000                                             12,500,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
SUBTOTAL                                                      $127,400,000                                           $127,400,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Contingency                                                     $5,000,000                                             $5,000,000

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
PROGRAM TOTAL                                                 $132,400,000                                           $132,400,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 21 of 23

                   RELIEVER AIRPORTS UTILITY EXTENSION PROGRAM


PROGRAM SCOPE
This program consists of projects to extend municipal utilities consisting of
sanitary sewer and water main to its system of reliever airports.

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Centers for the Utility Extension projects at each of the
reliever airports.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------ ------------ -------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)      AIRFIELD       RAMP       TERMINAL         OTHER
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
<S>                                        <C>     <C>        <C>           <C>          <C>          <C>            <C>
St. Paul-Downtown Airport                   1998      1998       $300,000                                               $300,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Flying Cloud Airport                        1999      2000      4,500,000                                              4,500,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Crystal Airport                             1999      2000      1,200,000                                              1,200,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Anoka County-Blaine Airport                 1999      2000      1,800,000                                              1,800,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Airlake Airport                             2000      2000        400,000                                                400,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
SUBTOTAL                                                       $8,200,000                                             $8,200,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
Contingency                                                    $3,000,000                                             $3,000,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------

------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
PROGRAM TOTAL                                                 $11,200,000                                            $11,200,000
------------------------------------------ ------- ---------- ------------- ------------ ------------ -------------- ------------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 22 of 23

                     MISCELLANEOUS FIELD AND RUNWAY PROGRAM


PROGRAM SCOPE
This program consists of the construction of miscellaneous projects associated
with the airfield. Projects to be constructed include the following:

-        Run-up Pad Blast Fence Modifications
-        Electrical System Computerization
-        Security Fence/Gates Replacement
-        Tunnel Structure Rehabilitation
-        Apron Lighting Upgrades
-        Remote Satellite Antennas Relocation
-        Miscellaneous Airside Projects
-        Utility Reconstruction

ESTIMATED PROJECT SCHEDULES/COSTS
Summarized in the table below are the Estimated Project Schedule, Estimated
Project Costs and Cost Center for each of the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)     AIRFIELD       RAMP       TERMINAL       OTHER
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
<S>                                        <C>     <C>        <C>          <C>           <C>         <C>            <C>
Run-up Pad Blast Fence Modifications        1998      1998      1,500,000    $1,500,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Electrical System Computerization           1998      2000      1,000,000     1,000,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Security Fence/Gates Replacement            1998      2000        800,000       800,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Tunnel Structure Rehabilitation             1999      1999        200,000       200,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Apron Lighting Upgrades                     2001      2001      2,000,000     2,000,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Remote Satellite Antennas Relocation        1999      1999        150,000                                             $150,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Miscellaneous Airfield Projects             2000      2010      4,500,000     4,500,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Utility Reconstruction                      1999      2000        500,000                                              500,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
SUBTOTAL                                                      $10,650,000   $10,000,000                               $650,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------

------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
Contingency                                                      $500,000      $500,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------

------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
PROGRAM TOTAL                                                 $11,150,000   $10,500,000                               $650,000
------------------------------------------ ------- ---------- ------------ ------------- ----------- -------------- -----------
</TABLE>

<PAGE>

                                                                      EXHIBIT I
                                                           MAC DRAFT 12/28/1999
                                                                  Page 23 of 23

                        MISCELLANEOUS LANDSIDE PROGRAM


PROGRAM SCOPE
This program consists of miscellaneous projects located throughout the airport
which will enhance customer service, improve operations within the terminal
complex and provide for the support of expanded terminal operations. Projects
included in this program are as follows:

<TABLE>
<S>                                                                    <C>
-        East Commercial Roadway Reconstruction                        HHH AVI System/Taxi Starter Booth
-        East Airport Water Main Loop                                  Lower Level Roadway Lighting Improvements
-        General Office Modifications                                  Maintenance Facility Addition
-        Central Alarm Monitoring/Fiber Optic Cable Upgrade            Materials Storage Building
-        Emergency Power Addition                                      Navy Relocation
-        Commercial Vehicle Staging Area                               Post Road Taxi Monitors/LED Signs
-        EconoLot/Employee Parking Structure                           Fire/Rescue Replacement Facility
-        Green/Gold Ramp Lighting Upgrades                             D Street Reconstruction
-        Green/Gold Ramp Security System                               MAC Belly Cargo Building
-        MAC Cargo Hangar
</TABLE>

ESTIMATED PROJECT SCHEDULES/COSTS
Summarizing the table below are the Estimated Project Schedules, Estimated
Project Costs and Cost Center for the projects listed above.

<TABLE>
<CAPTION>
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------

                                            ESTIMATED PROJECT   ESTIMATED
                 PROJECT                        SCHEDULE         PROJECT                      COST CENTER
                                                                  COST
                                            START  COMPLETION    (1998$)     AIRFIELD       RAMP       TERMINAL         OTHER
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
<S>                                        <C>     <C>        <C>          <C>           <C>          <C>           <C>
East Commercial Roadway Reconstruction      1998      1998       $600,000                                               $600,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
East Airport Water Main Loop                1999      2000      1,000,000                                              1,000,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
General Office Space Modifications          1998      1999      9,000,000                                              9,000,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Central Alarm Monitoring/Fiber Optic
Cable Upgrade                               1999      2002     10,850,000                              $10,850,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Emergency Power Addition                    1999      1999      4,000,000                 $2,000,000     2,000,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Commercial Vehicle Staging Area             2000      2000        500,000                                                500,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
EconoLot/Employee Parking Structure         2001      2002     60,000,000                                             60,000,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Green/Gold Ramp Lighting Upgrades           1999      2000      1,250,000                  1,250,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Green/Gold Ramp Security System             2000      2000      1,200,000                  1,200,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
HHH AVI System/Taxi Starter Booth           1999      2000        250,000                                                250,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Lower Level Roadway Lighting Improvements   1999      1999        450,000                                                450,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Maintenance Facility Addition               2000      2000      3,000,000    $1,500,000    1,080,000        30,000       390,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Materials Storage Building                  1999      1999      5,500,000     2,750,000    1,980,000        55,000       715,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Navy Relocation                             1999      2000     12,500,000    12,500,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Post Road Taxi Monitors/LED Signs           1999      1999        200,000                                                200,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Fire/Rescue Replacement Facility            2002      2003      9,500,000     6,650,000                  1,900,000       950,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
D Street Reconstruction                     1999      1999      2,500,000                                              2,500,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
MAC Belly Cargo Building                    2000      2001      4,700,000                                              4,700,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
MAC Cargo Hangar                            2002      2003      6,200,000                                              6,200,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
SUBTOTAL                                                      $133,200,000  $23,400,000   $7,510,000   $14,835,000   $87,455,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------

------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
Contingency                                                            $0            $0           $0            $0            $0
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------

------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
PROGRAM TOTAL                                                 $133,200,000  $23,400,000   $7,510,000   $14,835,000   $87,455,000
------------------------------------------ ------- ---------- ------------ ------------- ------------ ------------- -------------
</TABLE>

<PAGE>

                                   Exhibit J
                [Maps/Diagrams - Leased Areas of Main Terminal]

<PAGE>

                                                                      EXHIBIT K
                                                                         1/1/99
                                                                    Page 1 of 5

                          GUIDELINES FOR ADMINISTERING
                            VALIDATED AIRPORT PARKING



                        METROPOLITAN AIRPORTS COMMISSION

<PAGE>

                                                                      EXHIBIT K
                                                                         1/1/99
                                                                    Page 2 of 5

I.       POLICY

         Under certain circumstances, outlined below, the Metropolitan Airports
         Commission shall waive parking charges in its public parking facilities
         at the Minneapolis-Saint Paul International Airport. For a limited
         number of regular users, a parking card will be issued. Other users
         need to present their parking lot ticket for validation.

         It is the intention of the Commission to be consistent with Minnesota
         Law, State Statute 473.608, subdivision 23.

II.      GENERAL STATEMENT

         All of the complementary parking, whether by card to the underground
         garage or validation for other lots, will be given only to those that
         have a distinct need to be at the airport in conjunction with the
         conduct of business of the Metropolitan Airports Commission, or the
         Minneapolis/St. Paul International Airport. Persons attending meetings
         with Commissioners or MAC staff will be afforded this accommodation
         because of the public nature of their visit to the Terminal. Contract
         agents of the Commission will be afforded the opportunity for validated
         parking while working on Commission contracts or projects, since the
         cost of parking would otherwise be billed back to the Commission and,
         therefore, an added expenditure that could easily be handled through
         validation. In the future the provision of validated parking will be
         included as an explicit contract provision.

         In accordance with terms of State law, a system of recordkeeping shall
         be established whereby all complementary parking shall be logged for
         employees or visitors receiving validated parking. Additionally, log
         records shall be kept with regard to usage of courtesy parking cards
         for the underground parking garage and courtesy parking cards issued to
         MAC employees for use in outdoor facilities. Records shall be completed
         with dollar amounts of parking value on a monthly basis, and such
         records shall then be assembled and stored for review by appropriate
         persons or groups. Such records shall be stored for a period of seven
         years.

III.     GARAGE PARKING CARD

         A parking card can be issued to an authorized individual for a period
         of up to one year by the Manager, Landside Operations. The following
         stipulations apply to all issuances:

<PAGE>

                                                                      EXHIBIT K
                                                                         1/1/99
                                                                    Page 3 of 5

         A.       The parking card is issued to an authorized individual as
                  described in this policy. The card will not be honored if
                  presented by anyone other than the authorized user.

                  B.       The parking card is the property of the Metropolitan
                           Airports Commission and will be surrendered upon
                           request for whatever reason deemed necessary by the
                           Commission.

                  C.       The parking card is for official public or aviation
                           business only. "USE OF THE PARKING CARD FOR PERSONAL
                           REASONS WILL RESULT IN LOSS OF THE PARKING CARD."

                  D.       The maximum number of consecutive days of authorized
                           complimentary parking can be limited after proper
                           notification. This limit can be set after a 30 day
                           notice, or upon issuance of new cards. Parking beyond
                           an established limit would result in the card holder
                           being responsible for all accumulated charges beyond
                           the stated limit.

                  Cards will be issued on a no charge basis to currently serving
                  members of the Metropolitan Airports Commission and currently
                  employed staff members as designated by the Executive
                  Director.

                  Accommodations are made for station manager level individuals
                  from the scheduled airlines serving the Lindbergh Terminal to
                  receive a parking card for the garage to assure quick access
                  to the Terminal Building for related business purposes and
                  most especially for emergency call back situations. For the
                  year beginning April 1, 1996, the cards issued to the station
                  manger from each airline shall be invoiced to that airline at
                  the current rate of employee parking, presently $23.00 per
                  month per card. One card shall be issued to each airline with
                  the exception of Northwest Airlines, which shall be issued
                  three cards under this pricing structure, one each for the two
                  co-directors of this station, and one to the vice president in
                  charge of this station, all who office in the Lindbergh
                  Terminal Building.

                  Extra cards for the garage may also be issued, at the
                  discretion of the Executive Director, to all airlines serving
                  the Minneapolis/St. Paul International Airport, based on an
                  overall percentage of traffic generated from the preceding
                  calendar year. Each airline shall be afforded the opportunity
                  to buy one additional card for the underground parking garage
                  at $1500.00 per card, per year, for each 2.75% increment of
                  passenger activity. The year shall run April 1 through March
                  31. The card would only be issued to a

<PAGE>

                                                                      EXHIBIT K
                                                                         1/1/99
                                                                    Page 4 of 5

                  currently serving employee of said airline stationed at
                  Minneapolis/St. Paul, as identified by each respective station
                  manager. Any card issued under this authority will have actual
                  usage history tracked, so that an annual review may be made of
                  the amount of usage, and the fee to be established by the
                  Commission may be charged annually. All cards available
                  through this procedure will be priced at the same annual fee,
                  and payment shall be made in advance. Uses of these cards
                  shall be restricted to business related purposes only.

         1.       PROCEDURE FOR PARKING CARD USE

                  The authorized card user will PRESENT THE CARD TO THE CASHIER
                  UPON RETURN TO THE GARAGE FACILITY. Individual will be
                  required to sign their vehicle claim check with a legible
                  signature and card number for each use of the card. GARAGE
                  EMPLOYEES ARE REQUIRED TO VALIDATE THE CARD USER AND CARD
                  NUMBER AND ARE NOT AUTHORIZED TO VALIDATE PARKING WITHOUT
                  SEEING THE CARD.

                  During the winter months or whenever the "Garage Full" sign is
                  illuminated and the gate arm is down, cardholders will be
                  admitted by activating the call box intercom and identifying
                  themselves by name and card number. The supervisor on duty
                  will open the arm by remote control and allow entrance.

         2.       TERMINATION/EXPIRATION

                  Upon completion of employment, affiliation or appointment, the
                  card will expire automatically. THE PARKING CARD CANNOT BE
                  TRANSFERRED TO ANOTHER INDIVIDUAL. Cardholders are requested
                  to return the card to the Metropolitan Airports Commission at
                  the end of their affiliation or employment. Cards may be
                  renewed annually after review and approval by the Executive
                  Director of the Commission as appropriate.

IV.      VALIDATIONS AND OTHER ACCOMMODATIONS

         A restricted number of MAC management and support staff will be given
         responsibility for parking validation. The Manager, Landside Operations
         will maintain the list of MAC staff authorized to sign parking
         validations. Complimentary parking allowed as follows:

<PAGE>

                                                                      EXHIBIT K
                                                                         1/1/99
                                                                    Page 5 of 5

         A.       Members of the general public or others attending meetings,
                  events or other activities with MAC staff or attending public
                  Commission meetings will be allowed validated parking
                  privileges for the time necessary to attend meetings.

         B.       Volunteers working to provide staffing at the Armed Forces
                  Service Center and Traveller's Assistance kiosks will be
                  allowed validated parking. The Executive Director has
                  discretion to allow parking validation during nationally
                  recognized conventions, sporting events and other gatherings
                  of regional or statewide significance, such as the Super Bowl
                  volunteer greeters, NCAA Final Four, LPGA, and other similar
                  events.

                  C.       Contract agents of the Metropolitan Airports
                           Commission will be allowed validated parking in
                           outdoor facilities in the conduct of their contract
                           services. Effective with the date of this policy,
                           future contracts with contract agents of the
                           Commission shall identify validated parking as a part
                           of each agreement. For example, employees of the
                           Commission's parking management firm will be allowed
                           validated parking as may be specified in their
                           bargaining contract.

V.       QUESTIONS/PROBLEMS

         All questions/problems regarding the use of the Parking Card or
         validations should be directed to the Manager, Landside Operations,
         Lindbergh Terminal Building, phone 726-5244.

<PAGE>

                                   Exhibit L
                 [Maps - Regional Terminal Parking Positions]




<PAGE>

                                                                      EXHIBIT M
                                                                         1/1/99
                                                                    Page 1 of 2

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
                        Indirect Cost Center Allocations


<TABLE>
<CAPTION>
                                                                        Indirect Cost Centers
                                     ------------------------------------------------------------------------------------------
                                       Maintenance           Equipment              ARFF           Police      Administration
Cost Center                             Labor (%)           Building (%)            (%)              (%)           (%) /1
-----------                             ---------           ------------            ---              ---           ------

<S>                                 <C>                    <C>                <C>             <C>             <C>
Airfield                                       45.0                  50.0            70.0            20.0
Terminal Building                              14.5                   1.0            20.0            11.0
Terminal Apron                                  8.0                  36.0              --              --
Humphrey Terminal                               2.0                   1.0             2.0             2.0
International Arrivals Facility                 0.5                    --             1.0             1.0
Landside Area                                  13.0                   4.0             3.0            40.0
Other Areas                                     9.0                   8.0             4.0            26.0
Equipment Buildings                             8.0                    --              --              --
                                    ----------------       ---------------    ------------    ------------    -----------------

Total                                         100.0                 100.0           100.0           100.0                100.0
</TABLE>

/1 The annual costs associated with Administration shall be allocated to each of
the Airport Cost Centers based on the ratio of the (1) annual costs associated
with a particular Airport Cost Center plus the amount allocated to such Airport
Cost Center from the indirect cost centers to (2) total annual costs associated
with Administration.

Example:

<TABLE>
<S>                                                                    <C>
           Terminal Building annual cost                                   $ 10,000,000

           Indirect cost center allocations to Terminal Building:
                Maintenance labor                                               650,000
                Equipment buildings                                              50,000
                ARFF                                                            200,000
                Police                                                        1,000,000
                                                                       -----------------
           Subtotal                                                        $ 11,900,000  [A]

           Total annual costs of all cost centers                          $ 80,000,000  [B]
           Terminal Building share of total annual
                costs of all cost centers                                         14.9%  [C=A/B]

           Administration annual costs                                     $ 15,000,000  [D]

           Terminal Building share of Administration
                annual costs                                                $ 2,231,250  [C*D]
</TABLE>

<PAGE>

                                                                      EXHIBIT M
                                                                         1/1/99
                                                                    Page 2 of 2

                        INDIRECT COST CENTER ALLOCATIONS


<TABLE>
<CAPTION>
                                             MAINTENANCE          EQUIPMENT
                                                LABOR             BUILDINGS         FIRE        POLICE         ADMINISTRATION*
                                                -----             ---------         ----        ------         ---------------

<S>                                          <C>                  <C>               <C>         <C>            <C>
             10 Lindbergh Terminal                     14.5%               1.0%        20.0%        11.0%

             12 Int'l Arrivals Facility                 0.5%               0.0%         1.0%         1.0%

             16 Terminal Apron                          8.0%              36.0%         0.0%         0.0%

             21 Airfield                               45.0%              50.0%        70.0%        20.0%

26/31        Landside Facilities                       13.0%               4.0%         3.0%        40.0%

             36 HHH Terminal                            2.0%               1.0%         2.0%         2.0%

53/56        Maintenance                                8.0%               0.0%         0.0%         0.0%
             Equipment/Buildings

33/39        Cargo Areas & Public                       9.0%               8.0%         4.0%        26.0%
             Areas/Other Rds

             Totals                                   100.0%             100.0%       100.0%       100.0%
</TABLE>

* Propose to allocate on same basis as current calculation (i.e. not a fixed
percentage)


<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 1 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
        Illustration of Calculation of Rates for Rents, Fees, and Charges
                        Calculation of Landing Fee Rates


<TABLE>
<CAPTION>

    ARTICLE
    REFERENCE                                                                                             19xx
    ---------                                                                                             ----


<S>                                                                                             <C>
    V1.C.1.               Direct Operation and Maintenance Expense                                     $ 6,000,000

                          Indirect Operation and Maintenance Expense                                    11,000,000

                          Direct and Indirect Depreciation                                               2,000,000

                          Direct and Indirect Imputed Interest /1                                        1,900,000

                          Direct and Indirect Cost of Capital Outlays                                      200,000

                          Fine, Assessment, Judgment, or Settlement                                         50,000

                          Debt Service Reserve Fund Deposit                                                      0

                          Operation Reserve Account Deposit                                                      0

                          Coverage Account Deposit                                                               0
                                                                                                -------------------

                          TOTAL AIRFIELD COST                                                         $ 21,150,000

                          LESS:

    V1.C.2.               Service Fees                                                                  $ (200,000)

                          General Aviation Landing Fees                                                   (600,000)

                          Nonsignatory Landing Fees                                                       (150,000)

                          Off-Airport Aircraft Noise Costs                                                (500,000)

                          Projects Rejected by MII of Signatory Airlines                                  (100,000)
                                                                                                -------------------

                          TOTAL ADJUSTMENTS                                                           $ (1,550,000)

                          NET AIRFIELD COST                                                           $ 19,600,000


    V1.C.3.               Total Landed Weight of Signatory Airlines (1,000-lbs units)                   22,500,000

                          Landing Fee Rate per 1,000 lbs                                              $        .87
                                                                                                ===================
</TABLE>

/1 includes imputed interest on the historical cost of MAC's investment in land.

<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 2 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
        Illustration of Calculation of Rates for Rents, Fees, and Charges
     Calculation of Environmental Surcharge Rate and Excess Stage 2 Fee Rate


<TABLE>
<CAPTION>

    ARTICLE
    REFERENCE                                                                                           19xx
    ---------                                                                                           ----

<S>                                                                                                <C>
    V1.D.2.           Off- Airport Aircraft Noise Costs                                            $   500,000

                      Less: Environmental Surcharges Paid by Nonsignatory Airlines                     (50,000)
                                                                                                   ----------------

                      Total Net Off-Airport Aircraft Noise Costs Due                               $   450,000

                      Total Stage 2 and Stage 3 Operations of Signatory Airlines                       200,000

                      Environmental surcharge Rate per Aircraft Operation                          $      2.25
                                                                                                   ================


    V1.D.3.           Environmental Surcharge Rate per Aircraft Operation                          $      2.25

                      Stage 2 Differential                                                                30%

                      Excess Stage 2 Fee Rate per Stage 2 Operation                                $      0.68
                                                                                                   ================
</TABLE>

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


<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 3 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
        Illustration of Calculation of Rates for Rents, Fees, and Charges
                       Calculation of Terminal Apron Rates

<TABLE>
<CAPTION>

    ARTICLE
    REFERENCE                                                                                          19XX


   <S>                   <C>                                                                 <C>
    V1.E.1.               Direct Operation and Maintenance Expense                                     $   250,000

                          Indirect Operation and Maintenance Expense                                     3,000,000

                          Direct and Indirect Depreciation                                                 200,000

                          Direct and Indirect Imputed Interest                                             100,000

                          Direct and Indirect Cost of Capital Outlays                                       10,000

                          Debt Service Reserve Fund Deposit                                                      0

                          Operation Reserve Account Deposit                                                      0

                          Coverage Account Deposit                                                               0
                                                                                                -------------------

                          Total Terminal Apron Cost                                                    $ 3,560,000


    V1.E.2.               Total Lineal Feet of Terminal Apron /1                                             9,000


                          Terminal Apron Rate per Lineal Foot                                          $    395.56
                                                                                                ===================

</TABLE>

/1 Excludes the lineal feet of Regional Ramp, but includes the weighted lineal
feet of Regional Ramp.


<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 4 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
        Illustration of Calculation of Rates for Rents, Fees, and Charges
                        Calculation of Regional Ramp Fees

<TABLE>
<CAPTION>

    ARTICLE
    REFERENCE                                                                                           19XX

   <S>                   <C>                                                          <C>
    V1.E.2.               Terminal Apron Rate per Lineal Foot                                          $    395.56


                          Weighted lineal Feet of Regional Ramp                                                500
                                                                                                   ----------------


    V1.F.1.               Regional Ramp Cost                                                           $   197,778


                          Aircraft Parking Positions (Regional Ramp)                                            10


    V1.F.2.               Fee per Preferential Use Parking Position                                    $    19,778
                                                                                                   ================

</TABLE>


<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 5 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
        Illustration of Calculation of Rates for Rents, Fees, and Charges
 Calculation of Terminal Building Rental Rate (Janitored and Unjanitored Space)

<TABLE>
<CAPTION>

    ARTICLE
    REFERENCE                                                                                           19XX
                      UNJANITORED SPACE RATE CALCULATION
   <S>               <C>                                                                        <C>
    V1.G.1.a.         Direct Operation and Maintenance Expense                                   $          7,000,000
                      Indirect Operation and Maintenance Expense                                            3,500,000
                      Direct and Indirect Depreciation                                                      3,000,000
                      Direct and Indirect Imputed Interest                                                  3,000,000
                      Direct and Indirect Cost of Capital Outlays                                             200,000
                      Debt Service Reserve Fund Deposit                                                             0
                      Operation Reserve Account Deposit                                                             0
                      Coverage Account Deposit                                                                      0
                                                                                                 --------------------
                      Total Terminal Building Cost                                               $         16,700,000

                      Less:
    V1.G.1.b.         Steam and Chilled Water Reimbursement (Gold Concourse)                     $           (500,000)
                      Carrousel and Conveyor Costs (?)                                                       (250,000)
                      Janitorial Operation and Maintenance Expenses                                        (2,000,000)
                                                                                                 --------------------
                      Total Adjustments                                                          $         (2,750,000)

                      Net Terminal Building Cost                                                 $         13,950,000

    V1.G.1.c.         Total Rentable Space                                                                    650,000

                      Terminal Building Rental Rate per Square Foot for
                          Unjanitored space                                                      $              21.46
                                                                                                 ====================


                      JANITORED SPACE RATE CALCULATION
    V1.G.2.           Total Direct Janitored Operation and Maintenance Expenses                  $          2,000,000

                      Total Janitored Space /1                                                                450,000

                      Janitored Rate per Square foot                                             $               4.44
                      Terminal Building Rental Rate per Square Foot for
                          Unjanitored Space                                                                     21.46
                                                                                                 --------------------
                      Terminal Building Rental Rate per Square Foot for
                          Janitored Space                                                        $              25.90
                                                                                                 ====================

</TABLE>

/1 Excludes MAC and mechanical space.


<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 6 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
        Illustration of Calculation of Rates for Rents, Fees, and Charges
                  Calculation of Carrousel and Conveyor Charge

<TABLE>
<CAPTION>

    ARTICLE
    REFERENCE                                                                                            19XX

   <S>               <C>                                                                     <C>
    V1.H.1.           Terminal Building Rental Rate per Square foot /1                                   $     25.90

                      Rentable Space (tug drive, inbound baggage area,
                          baggage claim area)                                                                 50,000

                      Equivalent Terminal Building Rentals                                               $ 1,295,000

                      Equipment Charges (depreciation, imputed interest,
                          maintenance)                                                                       250,000
                                                                                                   ------------------

                      Total Carrousel and Conveyor Charge                                                $ 1,545,000
                                                                                                   ==================

</TABLE>

/1    The terminal building rental rate to be used to calculate the equivalent
      terminal building rentals is the janitored or unjanitored terminal
      building rental rate, as appropriate.


<PAGE>

                                                                      EXHIBIT N
                                                                         1/1/99
                                                                    Page 7 of 7

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
             Illustration of Calculation of Rents, Fees, and Charges
               Calculation of Airline Cost Per Enplaned Passenger

<TABLE>
<CAPTION>
                                                                                   ACTUAL
                                                                                    1997
                                                                                    ----
<S>                                                                               <C>
Landing Fees-Signatory                                                            $23,569,200
Landing Fees-HHH Nonsignatory                                                          83,600
Landing Fees-Commuter Nonsignatory                                                          0

Ramp Fees-Signatory                                                                 3,930,600
Ramp Fees-HHH Nonsignatory                                                            263,100
Ramp Fees-commuter Nonsignatory                                                         5,900

Green Concourse Direct                                                              1,551,100
Terminal Building                                                                   8,939,900
IAF Charges                                                                         1,702,100
Carrousels & Conveyors                                                                231,400
Old Portion of Gold Concourse                                                         420,800
Lobby Fees                                                                            683,500
FIS Surcharge                                                                         178,600
HHH Terminal Building Rent                                                            159,100

Noise Surcharge                                                                       626,900
Apron Fees                                                                            241,000

Police/Fire/Admin - Gold Concourse                                                    488,100
Steam/Chilled Water - Gold Concourse                                                  770,100
Janitorial - Gold Concourse                                                           535,800
Gate Surcharge - Republic                                                                   0
Self Liquidating - Green/Gold Concourse                                             3,483,000
                                                                                -------------
Total Costs                                                                       $47,863,800

Enplaned Passengers                                                                14,335,640

AIRLINE COST PER ENPLANED                                                               $3.34
</TABLE>

<PAGE>

                                                                      EXHIBIT O
                                                                         1/1/99
                                                                    Page 1 of 1

                        Metropolitan Airports Commission
                   Minneapolis-St. Paul International Airport
                    Table of Initial Rentable Square Footage


The table of initial rentable square footage presented below includes the amount
and breakdown of rentable square footage as of January 1, 1998, which amount may
change from time to time.

<TABLE>
<CAPTION>
                                                                 RENTABLE SQUARE FOOTAGE
                         --------------------------------------------------------------------------------------------------------
                           Lindbergh            Red               Blue               Green            Regional
     Type of Space         Terminal          Concourse          Concourse          Concourse          Terminal          Total
     -------------         --------          ---------          ---------          ---------          --------          -----
<S>                        <C>               <C>                <C>                <C>                <C>               <C>
Airline Space                   42,646             46,683            40,273              80,268             7,914        217,784

Holdroom                            --             33,116            29,074              49,772             3,577        115,539

Concession                      63,566              8,342            11,359              13,150                --         96,417

Baggage Makeup                  58,952                 --                --                  --                --         58,952

Tug Drive                       46,492                 --                --                  --                --         46,492

Baggage Claim                   38,734                 --                --                  --               263         38,997

Ticket Counter                   7,078                 --                --                  --               262          7,340

Other                          196,308             16,043             3,843               1,825               289        218,308
                         --------------    ---------------    --------------     ---------------    --------------    -----------

Total                          453,776            104,184            84,549             145,015            12,305        799,829
                         ==============    ===============    ==============     ===============    ==============    ===========
</TABLE>

/1  Other includes non-airline space, other/unoccupied space, holdroom stairs,
    airline mechanical/ electrical & toilets, miscellaneous space, and garage.



<PAGE>

                                   Exhibit P
                      [Maintenance Responsibility Matrix]

<PAGE>

                                   Exhibit Q
                       [Map - Regional Terminal Buildings]

<PAGE>

                                   Exhibit R
                         [Map - Fls Bag Belt Enclosure]

<PAGE>

                                                                      EXHIBIT S
                                                                         1/1/99
                                                                    Page 1 of 1

                  NORTHWEST AIRLINES SELF-LIQUIDATING PROJECTS

<TABLE>
<CAPTION>
--------------------- ------------------------- ------------------ ------------------- --------------------
   DESCRIPTION          ORIGINAL PRINCIPAL          START DATE        LAST PAYMENT          WHO PAYS
                             & TERM
--------------------- ------------------------- ------------------ ------------------- --------------------
<S>                   <C>                       <C>                <C>                 <C>
GOLD
CONCOURSE
--------------------- ------------------------- ------------------ ------------------- --------------------
106-2-053 Pier A      P: $19,846,349                 01/01/86          12/01/2015              NWA
Extension (SA#3)      30 years
(MAC Funded)          @ $173,140.19
--------------------- ------------------------- ------------------ ------------------- --------------------
--------------------- ------------------------- ------------------ ------------------- --------------------
GREEN
CONCOURSE
--------------------- ------------------------- ------------------ ------------------- --------------------
Security checkpoint   P=$109,668                     01/01/96           12/31/00               NWA
Relocation Project    60 months
                      @ $2,185.65/mo
--------------------- ------------------------- ------------------ ------------------- --------------------
--------------------- ------------------------- ------------------ ------------------- --------------------
RED
CONCOURSE
--------------------- ------------------------- ------------------ ------------------- --------------------
106-2-155;            P:  $1,023,634.94              09/01/91           08/01/01               NWA
Modifications (A#5)   10 years
(MAC Funded)          @ $11,991.05
--------------------- ------------------------- ------------------ ------------------- --------------------
106-2-293; Red        P:  $145,528                   11/01/97           10/01/07               NWA
Concourse Tug         120 months
storage area          @ $1,683.59/mo.
--------------------- ------------------------- ------------------ ------------------- --------------------
</TABLE>

<PAGE>

                                   Exhibit T
                     [Maps - Month-to-Month Leased Areas]