**Exhibit 10.8**

 

GROUND LEASE

CONSTRUCTION OF AIRPLANE HANGARAND RAMP

MESABA AVIATION, INC.

 

THIS LEASE AGREEMENT, made and entered intothis 18th day of May, 1990, by and between the County of Wayne, a MichiganCharter County, by and through its Chief Executive Officer, with principaloffices located at 600 Randolph Street, Detroit, Michigan 48226, hereinafterreferred to as the “LESSOR”; and Mesaba Aviation, Inc., a Minnesotacorporation, with principal offices located at 7501 26th Avenue South,Minneapolis, Minnesota 55450, hereinafter referred to as the “LESSEE”;

 

WITNESSETH:

 

WHEREAS, LESSOR pursuant to the provisions ofthe Aeronautics Code of the State of Michigan, owns and operates the DetroitMetropolitan Wayne County Airport, located in the City of Romulus, County ofWayne, Michigan, hereinafter referred to as the “AIRPORT”; and

 

WHEREAS, LESSOR has the authority to leaseland at the Airport and to grant rights and privileges with respect thereto;and

 

WHEREAS, LESSEE desires to lease certain landat the AIRPORT to construct an airplane hangar together with ramp and necessaryfacilities, upon the terms and conditions hereinafter provided; and

 

WHEREAS, LESSOR has financed the facilitiesto be constructed on the land leased hereunder, as well as certain facilities,by issuing $3,630,000 Special Airport Facilities Revenue Bonds Series 1990;and

 

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WHEREAS, the lease of the facilities to beconstructed thereon is the subject of a Special Facilities Lease entered intosimultaneously with the execution of this Lease.

 

NOW, THEREFORE, in consideration of thepremises and mutual undertakings of the parties hereto, it is agreed asfollows:

 

1.                                       PREMISES

 

LESSOR, for and in consideration of the rentsspecified herein and the stipulations and covenants herein given on the part ofLESSEE, by these presents does grant, demise and lease unto LESSEE for LESSEE’sexclusive use, and LESSEE does hereby hire and take from LESSOR the followingland for the construction of an airplane hangar, ramp and related facilities,located at the Airport as delineated on Exhibit A.

 

Part of the Northwest 1/4 of theNortheast 1/4 and part of Northeast 1/4 of the Northwest 1/4 of Section 26,Town 3 South, Range 9 East, Romulus Township, Wayne County, Michigan.

 

More fully described as commencing at theNorth 1/4 corner of said Section 26; thence south 28 40’ 10” West 33.12feet to the point of beginning; thence South 28 40’ 10” West 764.99 feet;thence North 61 19’ 50” West 710.00 feet; thence North 28 40’ 10” East 345.00feet; thence North 87 15’ 55” East 276.31 feet parallel with the North line ofsaid section 26 to the point of beginning; and subject to a 25 foot wideutility easement along the western lease line of such Premises. Containingapproximately 394,000 square feet.

 

2.                                       USE OF PREMISES

 

A.                                   LESSEE shall havethe right, subject to the terms, conditions and covenants set forth in thisLease to construct an airplane hangar, ramp and related facilities on thePremises

 

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and use the Premises for any and all purposes in connection with theoperation by LESSEE of its air transportation business, and for no otherpurpose.

 

The ramp and connection to the taxiway to beconstructed is normally the obligation of the LESSOR; however, since the LESSORis not presently in a financial condition to provide the financing for the rampand connector, the LESSEE may construct the ramp pursuant to a County permitand be reimbursed its direct engineering and construction not to exceed$550,000 plus cost of financing through rent credits, pro rata, in equalmonthly payments over the five year period following completion ofconstruction. The rent credits shall apply against leasehold obligationshereunder, and all landing fees or activity fees due the COUNTY from LESSEE’suse of the Airport.

 

Cost of construction shall include surveys,soil borings or testing, preliminary engineering, design engineering,construction, engineering and inspection, as well as the actual contract costof construction.

 

3.                                       TERM

 

The lease term for the Premises shallcommence upon the date the LESSEE enters upon, with permission of LESSOR, thesite for commencement of construction of the facilities contemplated in theSpecial Facilities Lease and shall terminate at the date set for thetermination of the Special Facilities Lease unless terminated earlier asprovided herein. The date of commencement of this Lease shall be confirmed inwriting between the parties. This Lease shall be extended for an additionalfive (5) year period if the Special Facilities Lease is extended for anadditional five (5) year period.

 

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The rental rates for such extension periodfor the building, ramp, parking area and unimproved areas shall be comparable tothose rates in effect at the time of such extension for similar premises on theAirport.

 

4.                                       RENTAL ANDSECURITY DEPOSIT

 

1.                                       Rental: Asconsideration for LESSEE’s preferential use of the ramp and connection to thetaxiway, LESSEE shall pay LESSOR an annual rental based upon the followingschedule:

 
| ** **                 | ** ** | **Rental Rate**  | ** ** |
|----------------------------|------------|------------------|------------|
| **Year**                   | ** ** | **Per Sq. Foot** | ** ** |
| 1990                       |       | $                | .05        |   |
| 1991                       |       | $                | .10        |   |
| 1992                       |       | $                | .15        |   |
| 1993                       |       | $                | .20        |   |
| 1994                       |       | $                | .25        |   |
| 1995 & thereafter |       | $                | .30        |   |

 

The rental rate shall be subject toadjustment on January 1, 1996 and on January 1st each year thereafterduring the term of this lease in accordance with the increase in the index ofhourly earnings as described hereafter using November 1, 1995 as the base.The annual ramp rental for the first year beginning 1990 shall be one thousandeight hundred forty five Dollars ($1,845.00) payable in equal monthlyinstallments of one hundred fifty three dollars and seventy five cents($153.75).

 

2.                                       As considerationfor LESSEE’s exclusive use of the balance of the Premises, LESSEE shall payLESSOR an annual rental of seventy one thousand

 

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four hundred twenty dollars and no cents($71,420.00) payable in equal monthly installments of five thousand ninehundred fifty one dollars and sixty-seven cents ($5,951.67) which rental isbased upon an initial rate of twenty cents ($.20) per square foot per year andthe total number of square feet of the Premises. The annual rental shall besubject to adjustment on January 1, 1991 and January 1 each yearthereafter during the term hereof in accordance with the following:

 

On January 1, 1991, the aforesaid rentalrate of twenty cents ($.20) per square foot per year shall be increased ordecreased, as the case may be, by a percentage which shall be the same as thepercentage increase or decrease during the period commencing November 1,1990, in the Index of Average Hourly Earnings Excluding Overtime, of ProductionWorkers on Manufacturing Payrolls, as published by the Bureau of LaborStatistics of the United States Department of Commerce (or if this index is nolonger published, then the most nearly comparable published index of suchhourly earnings). The amount calculated shall be rounded off to the nearestone-half cent to determine the adjusted rental rate per square foot which shallbe the basis for computing the annual rental for the year commencing January 1,1991. On January 1, 1992, and on the same date each year thereafter duringthe Term hereof, the rental rate per square foot shall be adjusted and theannual rental for the ensuing year increased or decreased, as the case may be,in the same manner as set forth above, based on the percentage increase ordecrease in the aforesaid index of hourly earnings during the immediatelypreceding twelve (12) month period ending October 31.

 

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5.                                       CONSTRUCTIONOF FIXED IMPROVEMENTS

 

LESSEE shall construct upon the Premises aHangar and related facilities for use in the LESSEE’s air transportationbusiness, and a ramp immediately adjacent to the Premises provided that thecost of constructing the fixed improvements shall not be less than threemillion dollars ($3,000,000.00).

 

6.                                       MAINTENANCEOF PREMISES

 

LESSEE shall keep and maintain the Premises,including appropriate landscaping, in a sanitary and sightly condition. In theevent LESSEE fails to perform any obligation required by this section withinthirty (30) days after written notice from LESSOR so to do, LESSOR may enterupon the Premises and perform such obligation, and charge LESSEE the reasonablecost and expense thereof. LESSEE shall pay LESSOR such charge in addition toany other amounts payable by LESSEE pursuant to this lease.

 

LESSEE agrees to remove, or cause the removalof, at its own expense, from the Premises, all waste, garbage and rubbish; andagrees not to deposit same on any part of the Airport, except that LESSEE maydeposit same temporarily within the Premises in connection with collection orremoval thereof.

 

7.                                       QUIETENJOYMENT

 

LESSOR covenants and agrees that, at anduntil the granting and delivery of this Lease, it is well seized of thePremises and has good title thereto, free and clear of all liens andencumbrances having priority over this Lease; and that LESSOR has the right andauthority to lease the same as herein set forth. LESSOR further covenants thatall things have happened and been done to make its granting of said Leaseeffective; and, except as otherwise specifically provided in this Lease, LESSORwarrants to LESSEE peaceful possession and quiet enjoyment

 

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of the Premises during the term hereof, except for aircraft noisegenerated in the normal use of the Airport, upon performance of LESSEE’scovenants herein.

 

8.                                       INDEMNIFICATION

 

LESSEE agrees to defend, indemnify and holdLESSOR harmless from any and all claims or against all liability for injuriesto persons or damage to property arising out of LESSEE’s use and/or occupancyof the Premises or fixed improvements thereon; provided, however, that LESSEEshall not be liable for any injury, damage or loss caused by the solenegligence of LESSOR or by the joint and/or several negligence of LESSOR andany persons other than LESSEE; provided further, that each of the parties shallgive to the other party prompt and timely notice of any claim made or suitinstituted which in any way directly or indirectly, contingently or otherwise,affects or might affect either party.

 

9.                                       SALE,ASSIGNMENT, TRANSFER, OR SUBLEASE

 

LESSEE shall not sell, assign, or transferthis lease, or sublet the Premises or any part thereof without the priorwritten consent of LESSOR; provided, however, such consent shall not bewithheld for any assignee of LESSEE under the Special Facility Lease andconsent will not be withheld if the purchaser, assignee, transferee orsublessee be a parent or subsidiary of LESSEE or closely allied to LESSEE bymerger, consolidation or amalgamation; and LESSEE shall have the right tomortgage and assign all of its rights under this lease to a lending institution(the “Mortgagee”) as security for the financing necessary to carry out theconstruction of the facilities hereinabove described (herein the “LeaseholdMortgage”) and provided further, that in such case LESSEE, as seller, assignor,transferor or sublessor, shall continue to be guarantor for the good andfaithful performance of all terms, conditions and covenants contained herein;and the Mortgagee shall have the right to sell LESSEE’s leasehold interest to apurchaser at a foreclosure

 

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sale of LESSEE’s interest under this lease pursuant to the LeaseholdMortgage; and the LESSEE shall have the right to assign LESSEE’s rights underthis lease to the Mortgagee in lieu of such foreclosure; and the LESSEE or theMortgagee shall have the right to assign LESSEE’s rights under this lease to athird party in connection with or in lieu of a foreclosure; upon acquisition bythe Mortgagee of LESSEE’s interests under this lease by foreclosure or deed inlieu of foreclosure, and upon acquisition by a purchaser from the Mortgagee ofLESSEE’s interests in this lease, LESSOR agrees to recognize the Mortgagee orsuch purchaser, as the case may be, as the LESSEE under this lease. Mortgageeand/or such purchaser, as successor to LESSEE’s interest in this lease, shallnot be personally liable for any of the obligations of LESSEE under this leaseaccruing prior to the date of becoming the LESSEE. In any event, the Mortgageeor any such purchaser shall use the Premises solely for airport transportationpurposes.

 

10.                                 ENCUMBRANCES

 

LESSEE, upon prior written approval of theLESSOR may encumber as collateral or security its leasehold estate and FixedImprovements by mortgage or conditional assignment of this lease as security,providing the same shall provide for payment of the indebtedness therebysecured not later than the date of expiration of the primary term of thislease. In such event, the Mortgagee may deliver to LESSOR written noticeshowing the amount of the obligation secured by such Leasehold Mortgage, thedate of the maturity of the indebtedness thereby secured, and the name and postoffice address of such Mortgagee. In the event such notice shall be given, thenand thereafter, the LESSOR shall serve on such Mortgagee by certified mail, atthe address given or any address thereafter given, a copy of every noticeserved by LESSOR upon LESSEE in the event of nonperformance or default of anyterm, condition or covenant hereof, during the

 

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existence of such Leasehold Mortgage and the following rights andbenefits under this lease shall inure to, and be enforceable by such Mortgagee:

 

A.                                   Rightto Cure: In the event of nonperformance or default of any term, conditionor covenant hereof to be kept and performed by LESSEE during the existence ofany such Leasehold Mortgage, the Mortgagee shall have the right, within thirty(30) days after the expiration of the time limit prescribed in thenonperformance or default notice to LESSEE, to perform and comply with all theterms, conditions and covenants of this lease to be kept and performed byLESSEE, and to make all payments required of LESSEE by this lease and by sodoing thus cure and remove any such nonperformance or default as if the samehad been done and performed by LESSEE. If the nature of the nonperformance ordefault is such that it cannot be cured within thirty (30) days after theexpiration of the time limit prescribed in the nonperformance or default noticeto LESSEE, the Mortgagee shall be deemed to have cured such nonperformance ordefault if it has commenced performance and thereafter diligently prosecutessame to completion, or diligently pursues foreclosure proceedings or theobtaining of a deed in lieu of foreclosure with respect to LESSEE’s interest inthe Premises. The LESSOR will permit the Mortgagee to enter upon the Premisesand will accept performance by the Mortgagee of any covenant, agreement orobligation of LESSEE with the same effect as though performed by LESSEE inorder to permit any specific default to be cured by the Mortgagee.

 

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B.                                     Rights onTermination of LESSEE’s Interest.

 

If LESSEE’s interests under this lease shallbe terminated as a result of the rejection or disaffirmance of this leasepursuant to bankruptcy law or other law affecting creditor’s rights, or if thislease shall be terminated on account of a default which is not capable of beingcured by the Mortgagee, LESSOR hereby irrevocably agrees to permit theassumption by the Mortgagee, or any party designated by the Mortgagee, ofLESSEE’s interest under this Lease, for the remainder of the term of thislease, effective as of the date of such rejection, disaffirmance, or termination,with the same force and effect and as if this Lease had not terminated as toLESSEE, provided that the Mortgagee or such designee shall provide for use ofthe Premises solely for airport transportation purposes. In order for such anassumption to be effective, the Mortgagee must so indicate in writing to LESSORwithin 60 days after the effective date of such rejection, disaffirmance, ortermination, as the case may be, and the Mortgagee shall have cured alldefaults under this lease which can be cured by the payment of money and shallhave paid to LESSOR all rent, fees and other charges which would, at the timeof such assumption, be due and payable by LESSEE under this lease but for suchrejection, disaffirmance or termination. If the Mortgagee (or its designee)elects to assume the lease under this paragraph B then, as of the date of suchassumption, the lien of the Leasehold Mortgage shall attach to the interests ofthe lessee under this lease if the lessee is someone other than the Mortgagee.The attaching of the lien of the Leasehold Mortgage to the interests of thelessee under this lease shall be without loss of priority, so that theMortgagee at all times has a

 

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first lien on the interests in question. Theprovisions of this paragraph B shall survive the rejection, disaffirmance ortermination of the Special Facilities Lease or this lease and shall continue infull effect thereafter inasmuch as this provision is entered into for thebenefit of the Mortgagee, may be relied upon by the Mortgagee and constitutes aseparate and independent contract made by LESSOR for the benefit of theMortgagee as third party beneficiary. From the effective date of suchrejection, disaffirmance, or termination of this lease to the date of theassumption of this lease, the Mortgagee may use and enjoy the benefits of thislease without hindrance by LESSOR so long as the Mortgagee shall continue tomake all payments due and owing under this lease.

 

C.                                     Consentof Mortgagee. No amendment, voluntary surrender or modification of thislease shall be valid or binding unless consented to in writing by theMortgagee. The Mortgagee shall be a third party beneficiary of all provisionsof this lease providing rights to the Mortgagee and such provisions shall bedeemed to have been entered into for the benefit of the Mortgagee and shall beenforceable by the Mortgagee.

 

11.                                 CANCELLATION BYLESSOR

 

LESSOR shall have the right to cancel thisLease upon thirty (30) days’ advance written notice to LESSEE, except under Subsection A,hereof, in which case the notice shall be seven (7) days, at any timeafter the occurrence of any one or more of the following events of default:

 

A.                                   Nonpayment ofrentals or other sums due LESSOR and failure of LESSEE to remedy the defaultwithin ten (10) calendar days after the date of registered mailing ofwritten notice from LESSOR of the existence of such nonpayment.

 

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B.                                     Breach of anycovenant or provision of this Lease by LESSEE, except as provided in Subsection Aabove, and failure of LESSEE to remedy such breach within thirty (30) calendardays from the date of registered mailing to LESSEE of written notice fromLESSOR of the existence of such breach, or, if the breach is of such characteras to require more than thirty (30) days to remedy, then failure of LESSEEwithin said thirty (30) day period to commence and thereafter proceeddiligently to remedy such breach.

 

C.                                     Institution ofvoluntary bankruptcy by LESSEE or the appointment of a trustee in involuntarybankruptcy by a court of competent jurisdiction.

 

D.                                    Assignment byLESSEE for benefit or creditors.

 

E.                                      The occurrence ofan Event of Default under the Special Facilities Lease and acceleration of theSpecial Airport Facilities Revenue Bonds described in that Lease; provided, however,that the curing of such Event of Default under the Special Facilities Leaseshall constitute a curing of the Event of Default described in this paragraph11E.

 

F.                                      Cancellation,expiration, or termination of the Special Facilities Lease, between the LESSORand LESSEE without extension or renewal according to its terms.

 

12.                                 CANCELLATION BYLESSEE

 

LESSEE shall have the right upon thirty (30)days’ advance written notice to LESSOR to cancel this Lease at any time afterthe occurrence of one or more of the following events of default:

 

A.                                   Issuance by anycourt of competent jurisdiction of any injunction substantially restricting theuse of the Airport for airport purposes and the remaining in force of saidinjunction, whether permanent or temporary, for a period of ninety (90) days.

 

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B.                                     Breach by LESSORof any covenant or provision of this Lease and failure of LESSOR to remedy suchbreach within thirty (30) calendar days from the date of registered mailing toLESSOR of written notice from LESSEE of the existence of such breach, or, ifthe breach is of such a character as to require more than thirty (30) days toremedy, then failure of LESSOR within said thirty (30) day period to commenceand thereafter proceed diligently to remedy such breach.

 

C.                                     The assumption bythe United States Government or any authorized agency thereof, or any othergovernmental agency, of the operation, control or use of the Airport facilitiesor any substantial part, or parts thereof in a manner as substantially torestrict LESSEE’s operations for a period of ninety (90) days or more.

 

13.                                 WAIVER OF DEFAULT

 

No waiver by the parties hereto of any defaultor breach or any term, condition, or covenant of this Lease shall be deemed tobe a waiver of any subsequent default or breach of the same or any other term,condition, or covenant contained herein.

 

14.                                 FEDERAL GOVERNMENTAGREEMENT

 

This Lease shall be subordinate to the terms,conditions, and covenants of any existing or future agreements between LESSORand the United States of America relative to the operation and maintenance ofthe Airport, the execution of which has been or may be required as a conditionprecedent to the expenditure of federal funds for the development of theAirport.

 

15.                                 NATIONAL EMERGENCY

 

All terms, conditions, and covenants of thisLease shall be subordinate to the rights of the United States of America tolease or otherwise assume control over the Airport or any part thereof duringtime of war or national emergency for military or naval use, and any terms,

 

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conditions, and covenants of this Lease inconsistent with the terms,conditions, and covenants of such agreement with the United States of Americashall be suspended thereby.

 

16.                                 AIRPORT DEVELOPMENT

 

LESSOR reserves the right to further developand improve the Airport, including, without limiting the generality hereof, itslanding areas, regardless of the desires or view of LESSEE in this regard andwithout interference or hindrance by LESSEE, and free from any liability toLESSEE for interference with its activities or liability for loss of businessindirectly occurring to LESSEE as a result of such development or improvement.Any direct interference with LESSEE’s use of the Premises will be a breach of Section 7hereof.

 

17.                                 COMPLIANCE WITHLAWS, RULES AND REGULATIONS

 

LESSEE shall comply with any and all rules andregulations adopted by LESSOR with respect to use of the Airport. It shall alsocomply with all applicable federal and state laws and regulations. LESSEEshall, at its own expense, obtain any and all lawfully required governmentallicenses and permits and pay all assessed service charges necessary for suchuse.

 

Pursuant to LESSOR’s authority under theMichigan Aeronautics Code to grant and regulate the Airport, the terms andconditions of this Lease and the Airport Rules and Regulations shall takeprecedence over, and shall govern the parties hereto to the exclusion of, anylocal governmental law or ordinance in conflict therewith.

 

18.                                 TAXES

 

LESSEE shall pay all taxes, if any, lawfullyimposed upon LESSEE’s interests in the Premises, the improvements locatedthereon, and the conduct of LESSEE’s operations on the premises leasedhereunder at the Airport; provided, however, LESSEE shall not be deemed to be

 

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in default of its obligation under this section for failure to paytaxes pending the outcome of any legal proceeding instituted to determine thevalidity of such taxes.

 

19.                                 PROTECTION OFAERIAL APPROACHES

 

LESSOR reserves the right to take any actionit considers necessary to protect the aerial approaches of the Airport againstobstruction, together with the right to prevent LESSEE from erecting orpermitting to be erected, any building or other structure on the Airport which,in the opinion of LESSOR, would limit the usefulness of the Airport orconstitute a hazard to aircraft.

 

20.                                 COVENANTS AGAINSTDISCRIMINATION

 

A.                                   CovenantPursuant to Requirements of the Department of Transportation: LESSEE foritself, its personal representatives, successors in interest, and assigns, as apart of the consideration hereof, does hereby covenant and agree as a covenantrunning with the land that (1) no person on the grounds of race, color, ornational origin shall be excluded from participation in, denied the benefitsof, or be otherwise subjected to discrimination in the use of said facilities, (2) thatin the construction of any improvements on, over or under such land and in thefurnishing of services thereon, no person on the grounds of race, color, ornational origin shall be excluded from participation in, denied the benefitsof, or otherwise be subjected to discrimination, (3) that LESSEE shall usethe premises in compliance with all other requirements imposed by or pursuantto Title 49, Code of Federal Regulations, Department of Transportation,Subtitle A, Office of the Secretary, Part 21, Nondiscrimination inFederally-assisted Programs of the Department of Transportation - Effectuationof Title VI of the Civil Rights Act of 1964, and as said Regulations may beamended.

 

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In the event of breach of any of the abovenondiscrimination covenants, LESSOR shall have the right to terminate the leaseand to reenter and repossess said land and the facilities thereon, and hold thesame as if said lease had never been made or issued.

 

B.                                     Employment:In accordance with 1976 Public Act of Michigan No. 453, the parties heretocovenant not to discriminate against an employee or applicant for employmentwith respect to hire, tenure, terms, conditions, or privileges of employment,or a matter directly or indirectly related to employment because of race,color, religion, national origin, age, sex, height, weight, or marital status,and to require a similar covenant on the part of any sublessee hereunder andany subcontractor employed in the performance of this lease.

 

21.                                 SIGNS

 

LESSEE shall not place any signs, posters, oradvertising devices whatsoever on, within, or about the Airport, or thePremises, or improvements therein, without the prior written approval of theDirector of Airports.

 

22.                                 SECTION HEADINGS

 

Section headings contained herein arefor convenience and reference, and are not intended to define or limit thescope of any provision of this Lease.

 

23.                                 SURRENDER OFPOSSESSION

 

Upon the expiration or earlier termination orcancellation of this Lease, subject to the rights of the Mortgagee under Section 10hereof, LESSEE shall forthwith surrender possession of the Premises and allfixed improvements situated therein in good condition, normal wear and tearexcepted.

 

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24.                                 CHOICE OF LAW ANDFORUM

 

This Lease shall be construed and enforcedaccording to the laws of the State of Michigan. Any action in regard hereto orarising out of the terms and conditions hereof shall be instituted and litigatedin the courts of the State of Michigan and in no other. In accordance herewith,the parties hereto submit to the jurisdiction of the courts of the State ofMichigan.

 

25.                                 INVALID PROVISION

 

In the event that any term, condition orcovenant herein contained is held to be invalid by any court of competentjurisdiction, the same shall be deemed to be severed, but this Lease shallremain in force and effect provided that the invalidity of such term, conditionor covenant does not materially prejudice either LESSOR or LESSEE in theirrespective rights and obligations contained in any valid term, condition orcovenant of this Lease.

 

26.                                 NOTICES

 

All notices, communications, statements orpayments required by this Lease shall be sent to the following addresses (orsuch other addresses as the party receiving notice may designate by writtennotice to the other party):

 

A.                                   DETROIT METROPOLITANWAYNE COUNTY AIRPORT (LESSOR)

L.C. SmithTerminal, Mezzanine

Detroit, MI48242

ATTN:  Director of Airports

 

B.                                     MESABA AVIATION,INC.

7501 26thAvenue South

Minneapolis, MN 55450

ATTN: President

 

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Parties hereto shall give written notice ofany change of address.

 

27.                                 ISSUANCE OF BONDS

 

If for any reason the Special FacilitiesLease is not executed and delivered by the Lessor, or the above-referencedBonds are not authorized and issued by the Lessor, then this Lease shall bevoid and of no effect.

 

IN WITNESS WHEREOF, The parties hereto havecaused this lease to be executed on their behalf by their respective dulyauthorized officers, their corporate seals to be hereunto affixed and attestedby their proper corporate officers, all as of the day and year first abovewritten.

 
|    | COUNTY OF WAYNE                                  |
|---------|--------------------------------------------------|
|    |                                             |   |
| Attest: |                                             | CHIEF EXECUTIVE OFFICER |
|    |                                             |   |
|    |                                             |   | /s/ Edward H. McNamara |   |
|    |                                             | Edward H. McNamara |
|    |                                             |   |
|    |                                             |   |
|    | COUNTY COMMISSION                                |
|    |                                             |   |
|    | Approved and Execution Authorized by  Resolution |
|    |                                             |
|    | dated:                                           |   |   |
|    |                                             |   |
|    |                                             |   |
|    | MESABA AVIATION, INC.                            |
|    |                                             |   |
| Attest: | By                                               |   | /s/ Robert D. Swenson |   |
|    |                                             |   |   |
|    |                                             |   |   Its  President |
|    |                                             |   |   |
|    | By                                               |   | /s/ Kenneth P. Bronson |   |
|    |                                             |   |   |
|    |                                             |   |   Its Vice President, Finance |
|         |                                                  |  |  |  |  |  |  |  |  |

 

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CERTIFICATION

 
| I, Lawrence E. McCabe, Vice President,  Corporate and Government Affairs for Mesaba Aviation, Inc., do hereby  certify that |
|----------------------------------------------------------------------------------------------------------------------------------|
| (office and/or title)                                                                                                            |

Robert D. Swenson and Kenneth P. Bronson, the aforesaid signatory(ies)to this agreement hold the office(s) of President,Vice President, Finance, respectively, in Mesaba Aviation, Inc. and is/arefully empowered by its Articles, Bylaws, Rules and Regulations, Resolutionof the Board of Directors, or other lawful action (delete whichever is notapplicable) to execute and bind Mesaba Aviation, Inc. as a party to theabove agreement.

 

IN TESTIMONY WHEREOF, I have hereunto set myhand at Detroit, MI, this 17th day of May A.D., 1990.

 

 
|   | /s/ Lawrence E. McCabe |   |
|--------|------------------------|--------|
|   | Signature              |   |
|   |                   |

 

NOTE:            Anindividual signing the agreement should not sign this certificate.

 

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ADDENDUM 1

 

NON-DISCRIMINATION, AFFIRMATIVEACTION

 

As part of the consideration for enteringinto and carrying out the terms of this contract, the contracting party agreesto the following programs:

 

Non-Discrimination:

 

The contracting party in accordance with 1976PA 453 and the Fair Employment Practices Resolution of the Wayne County Boardof Commissioners of April 14, 1970, will not discriminate against anyemployee or applicant for employment because of race, religion, color, nationalorigin, age or sex, and shall require similar covenants on the part of anyparty it contracts with in connection with or arising out of this contract.

 

AffirmativeAction:

 

I.                                         Thecontracting party shall take affirmative action that the Non-Discriminationprogram shall apply to employment, selection for training (includingapprenticeship), upgrading, demotion or transfer, recruitment or recruitingadvertising, lay-off or termination, rates of pay or other forms ofcompensation.

 

The contracting party will, in allsolicitations or advertisements for employees placed by or on behalf of thecontracting party, state that all qualified applicants will receiveconsideration for employment without regard to race, religion, color, nationalorigin, age, or sex.

 

The contracting party will send to each laborunion or representative of workers with which the contracting party has acollective bargaining agreement or other contract or understanding, a noticeadvising the said labor union or worker’s representative of the contractingparty’s commitments under this contract.

 

The contracting party will comply with allpublished rules, regulations, directives, and orders of the Michigan CivilRights Commission and of the Wayne County Office of Human Relations relevant toSection 4, Act No. 251, Public Acts of 1955, as amended, and to theWayne County Fair Employment Practices resolution attached hereto and made apart hereof.

 

The contracting party will furnish and filecompliance reports within such time and upon such forms as provided by theWayne County Office of Human Relations. Said forms may also elicit informationas to the practices, policies, programs, and employment statistics of eachsubcontractor as well as the contracting party, and the contracting party

 

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will permit access to his books, records, andaccounts by the Wayne County Office of Human Relations and/or its agent, forpurposes of investigation to ascertain compliance with this contract and withrules, regulations, and orders of the Michigan Civil Rights Commission and ofthe Wayne County Office of Human Relations relevant to Section 4, Act No. 251,Public Acts of 1955, as amended, and the attached Wayne County Fair EmploymentPractices Resolution.

 

The contracting party will include, orincorporate by reference, the provisions as set forth herein in everysubcontract or purchase order unless exempted by the rules, regulations ororders of the Wayne County Office of Human Relations and will provide in everysubcontract or purchase order that said provisions will be binding upon eachsubcontractor or seller and agrees to provide a listing of subcontractors tothe Wayne County Office of Human Relations and only contract with contractorsor vendors who are in compliance or have an affirmative action program approvedby the Wayne County Office of Human Relations.

 

The contracting party will, when recruiting,recruit in the minority group community for employees.

 

The contracting party will issue a statementof policy regarding equal employment opportunity and its communication to allpersonnel involved in recruitment, hiring, training, assignment, and promotion.

 

The contracting party and each contractormust present evidence of being in compliance with the above equal employmentopportunity provisions as certified by the Wayne County Office of HumanRelations. Prime contractors and subcontractors will only be consideredeligible to do business with the County if they have been approved as being incompliance or as having an approved affirmative action program. Any contractornot having such approvals should procure such approvals from the Wayne CountyOffice of Human Relations, 600 Randolph, Fifth Floor, Detroit, Michigan48226.  It shall be the responsibility ofthe contracting party to contract only with subcontractors that are soapproved.

 

II.                                     TheWayne County Office of Human Relations, through its Contract Compliance Programand authorized representatives, shall investigate the employment practices ofany Wayne County contractor or subcontractor to determine whether or not thecontractual undertakings in regard to ensuring equal employment opportunitiesand affirmative action have been carried out in accordance with the proceduresherein set forth.

 

The Wayne County Office of Human Relationsshall receive and investigate or cause to be investigated complaints byemployees or prospective employees of any County contractor or subcontractorwhich

 

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allege actions contrary to the contractualundertakings of the contractor or subcontractor.

 

The Office of Human Relations shall use itsbest efforts, directly and through the contracting departments, otherinterested Federal, State, and local agencies, contractors, and all otheravailable instrumentalities, to cause any labor union engaged in work underCounty contracts or any agency referring workers or providing or supervisingapprenticeship or training for or in the course of such work to cooperate inthe implementation of the purposes of the equal employment and affirmativeaction provisions of the County contract. The Wayne County Office of HumanRelations shall, in appropriate cases, notify the United States EqualEmployment Opportunity Commission, the United States Department of Justice,Michigan Civil Rights Commission, Attorney General or other appropriate Federalagencies, whenever it has reason to believe that the practices of any suchlabor organization or agency violates Title VI or Title VII of the Civil RightsAct of 1964, Act No. 251, Public Acts of 1955 as amended, or the FairEmployment Practices Resolution of the County of Wayne and such other relevantlegislation as hereafter may be enacted by the Congress of the United States ofAmerica, the State of Michigan, or the County of Wayne.

 

The Wayne County Office of Human Relationsmay hold such hearings, public or private, as it may deem advisable forcompliance, enforcement or educational purposes. Prior to the holding of saidhearings, a statement of charges shall be made available to the contractor orsubcontractor being charged, ten days prior to any scheduled hearing.

 

III                                    Sanctionsand Penalties - Where the Wayne County Office of Human Relations finds that acontractor or subcontractor has failed to comply with the equal employmentopportunity and affirmative action provisions of its contract, the Office ofHuman Relations may:

 

(a)                                  Publish,or cause to be published, the names of contractors or unions which it hasconcluded have complied or have failed to comply with the provisions of saidcontract.

 

(b)                                 Recommendto the Prosecutor’s Office that appropriate redress be sought for breach ofcontract.

 

(c)                                  Recommendthat the Contracting Department cancel, terminate, suspend, or cause to becancelled, terminated, or suspended, any contract, or any portion or portionsthereof, for failure of the contractor or subcontractor to comply with thenondiscrimination provisions of the contract. The Division of Human Relationsmay recommend that a contract be conditioned upon implementation of

 

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a program forfuture compliance approved by the Office of Human Relations.

 

(d)                                 Recommendthat any Contracting Department refrain from entering into further contracts,or extensions or other modifications of existing contracts, with anynoncomplying contractor, until such contractor has satisfied the Office ofHuman Relations that such contractor has established and will carry outpersonnel and employment policies in compliance with the provisions of itscontract.

 

IV.           Whenevera Contracting Department cancels or terminates a contract, or whenever acontractor has been disqualified from further County contracts because ofnoncompliance with the contract provisions with regard to affirmative action toprovide equal employment opportunity, the Office of Human Relations shallpromptly notify the Chief Executive Officer and the Wayne CountyCommission.  Upon a decision by theOffice of Human Relations, said parties of Interest may have the right toappeal to the Chief Executive Officer and the Wayne County Commission.

 

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