**AIRCRAFT HANGAR FACILITY**

**LEASE AGREEMENT**

 

 

Between

 

Metropolitan AirportsCommission

Minneapolis-St. Paul

 

And

 

Mesaba Aviation, Inc.

 

 

 

September 2002

 

----

 

**Lease Summary**

** **
| Type of  Agreement      |   | Aircraft Hangar Facility Lease                                                                                                                              |
|-------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Tenant                  |   | Mesaba Aviation, Inc. (d/b/a Mesaba Airlines)                                                                                                               |
| Representative          |   | Robert E. Weil                                                                                                                                              |
| Phone                   |   | 612-713-6308                                                                                                                                                |
| FAX                     |   | 612-726-1568                                                                                                                                                |
| E-Mail                  |   | Weil_Bob@mesaba.com                                                                                                                                         |
| Mesaba   Notice Address |   | Mesaba  Aviation, Inc.7501 – 26th Avenue  SouthMinneapolis, MN 55450                                                                                   |
| MAC  Representative     |   | Eric Johnson                                                                                                                                                |
| Phone                   |   | 612-725-8322                                                                                                                                                |
| FAX                     |   | 612-970-9600                                                                                                                                                |
| E-mail                  |   | Ejohnson@mspmac.org                                                                                                                                         |
| MAC  Notice Address     |   | Attn: Comm. Mgmt. & Airline Affairs  6040 28th Avenue South  Minneapolis, MN  55450                                                                |
| Effective Date          |   | September      , 2002                                                                                                         |
| Term                    |   | 25 years from DBO                                                                                                                                           |
| Expiration              |   | 25 years from DBO                                                                                                                                           |
| Leased Premises         |   | 10.36 acres                                                                                                                                                 |
| Rent                    |   | $1,328,686.00 annually (to be reconciled to actual  after construction complete)                                                                            |
| Rental Increases        |   | Ground rent only based ordinance change                                                                                                                     |
| Utilities               |   | Mesaba                                                                                                                                                      |
| Maintenance             |   | Mesaba responsible for all maintenance with the  exception of ramp maintenance which will be done by MAC                                                    |
| Authorized  Use(s)      |   | Maintenance and operation of Mesaba aircraft,  storage of equipment, administrative offices, and vehicle maintenance as part  of operations on the Airport. |
| Minimum  Insurance      |   | Commercial General Liability $100 million  Property Damage Liability $100 million  Workers’ Compensation $100,000                                      |

 

*Note:  This*Lease Summary*is presented as a reference of theLease information at the time of execution.  If there is a discrepancy between the information contained in this*LeaseSummary*and the requirements contained in the remainder of this Lease, the requirementsas stated in the remainder of this Lease will be applied.*

 

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**MetropolitanAirports Commission**

**AIRCRAFTHANGAR FACILITY LEASE AGREEMENT**

 

**Tableof Contents**

 

 
| **ARTICLE I** |   | **SPECIAL TERMS  AND CONDITIONS** |
|---------------|--------|-----------------------------------|
|          | **1.** |                              | **DEFINITIONS** |
|          |   |                              |   |
|          | **2.** |                              | **LEASED PREMISES** |
|          |   |                              | **A.         Exclusive Ground Area** |
|          |   |                              | **B.         Preferential Use Leased Premises** |
|          |   |                              | **C.         Building Improvements** |
|          |   |                              | **D.         Future Development** |
|          |   |                              |   |
|          | **3.** |                              | **EFFECTIVE DATE AND TERM** |
|          |   |                              | **A.         Effective Date** |
|          |   |                              | **B.         Term** |
|          |   |                              | **C.         Holdover** |
|          |   |                              |   |
|          | **4.** |                              | **RENTAL FEES AND CHARGES** |
|          |   |                              | **A.         Ground  Rent** |
|          |   |                              | **B.         Revision of Ground Rent** |
|          |   |                              | **C.         Site Improvement Costs** |
|          |   |                              | **D.         Facilities Rent** |
|          |   |                              | **E.          Snow Removal,  Maintenance and Repair** |
|          |   |                              | **F.          Reserve Requirement** |
|          |   |                              | **G.         Late Fee** |
|          |   |                              |   |
|          | **5.** |                              | **AUTHORIZED USE** |
|          |   |                              | **A.         Leased Premises** |
|          |   |                              | **B.         Fueling** |
|          |   |                              | **C.         Aircraft Deicing** |
|          |   |                              | **D.         Maintenance of Other Aircraft** |
|          |   |                              | **E.          Noise** |
|          |   |                              | **F.          Storage** |
|          |   |                              |   |
|          | **6.** |                              | **TITLE TO IMPROVEMENTS** |
|          |   |                              |   |
|          | **7.** |                              | **CONSTRUCTION AND  FINANCIAL COMMITMENT** |
|          |   |                              | **A.         Project** |
|          |   |                              | **B.         Design and Construction** |
|          |   |                              | **C.         Construction Fund** |
|          |   |                              | **D.         Maximum Amount to be Financed** |
|          |   |                              | **E.          Finishes and Equipment  Provided by Mesaba** |

 

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|   | **8.**  |   | **CONSENTS,  APPROVALS, AND NOTICES**                                                                           |
|--------|---------|--------|-----------------------------------------------------------------------------------------------------------------|
|   |    |   | **A.         Consent**                                                  |
|   |    |   | **B.         Notice**                                                   |
|   |    |   |                                                                                                            |
|   | **9.**  |   | **MAINTENANCE  OF LEASED PREMISES AND IMPROVEMENTS**                                                            |
|   |    |   | **A.         Maintenance by MAC and Mesaba**                            |
|   |    |   | **B.         Condition of Leased Premises**                             |
|   |    |   |                                                                                                            |
|   | **10.** |   | **BUILDING CONSTRUCTION, REPAIRS,  SECURITY FOR LIENS**                                                         |
|   |    |   |                                                                                                            |
|   | **11.** |   | **INDEMNIFICATION AND  INSURANCE**                                                                              |
|   |    |   | **A.         Indemnification**                                          |
|   |    |   | **B.         Property Insurance on Buildings**                          |
|   |    |   | **C.         Insurance**                                                |
|   |    |   |                                                                                                            |
|   | **12.** |   | **ENVIRONMENTAL**                                                                                               |
|   |    |   | **A.         Definitions**                                              |
|   |    |   | **B.         Indemnification**                                          |
|   |    |   | **C.         Compliance with Environmental Laws**                       |
|   |    |   | **D.         Claims Relating to  Environmentally Regulated Substances** |
|   |    |   | **E.          Testing and Reports**                                |
|   |    |   | **F.          Notification**                                       |
|   |    |   | **G.         Right to Investigate**                                     |
|   |    |   | **H.         Right to Take Action**                                     |
|   |    |   |                                                                                                            |
|   | **13.** |   | **TANKS**                                                                                                       |
|   |    |   |                                                                                                            |
|   | **14.** |   | **UTILITIES**                                                                                                   |
|   |    |   |                                                                                                            |
|   | **15.** |   | **MAC TO OPERATE AIRPORTS**                                                                                     |
|   |    |   |                                                                                                            |
|   | **16.** |   | **PUBLIC  DATA**                                                                                                |
|   |    |   |                                                                                                            |
|   | **17.** |   | **FUTURE LEASES**                                                                                               |
|   |    |   |                                                                                                            |
|   | **18.** |   | **SIGNS**                                                                                                       |
|   |    |   |                                                                                                            |
|   | **19.** |   | **BANKRUPTCY**                                                                                                  |
|   |    |   |                                                                                                            |
|   | **20.** |   | **MAC’S RIGHT UPON DEFAULT**                                                                               |
|   |    |   | **A.         Events of Default**                                        |
|   |    |   | **B.         Remedies**                                                 |

 

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|   | **21.** |   | **TERMINATION**                                                                                            |
|--------|---------|--------|------------------------------------------------------------------------------------------------------------|
|   |    |   |                                                                                                       |
|   | **22.** |   | **CONDEMNATION**                                                                                           |
|   |    |   |                                                                                                       |
|   | **23.** |   | **QUIET ENJOYMENT**                                                                                        |
|   |    |   |                                                                                                       |
|   | **24.** |   | **THE RIGHT TO AUDIT**                                                                                     |
|   |    |   |                                                                                                       |
|   | **25.** |   | **NONDISCRIMINATION**                                                                                      |
|   |    |   |                                                                                                       |
|   | **26.** |   | **CIVIL  RIGHTS**                                                                                          |
|   |    |   |                                                                                                       |
|   | **27.** |   | **GENERAL  PROVISIONS**                                                                                    |
|   |    |   | **A.         Memorandum of Agreement**                             |
|   |    |   | **B.         Waiver of Breach**                                    |
|   |    |   | **C.         Commitments to Federal or State Agencies**            |
|   |    |   | **D.         Sublease or Assignment**                              |
|   |    |   | **E.          Taxes and Other Charges**                       |
|   |    |   | **F.          Headings**                                      |
|   |    |   | **G.         Severability**                                        |
|   |    |   | **H.         Compliance with Laws**                                |
|   |    |   | **I.           Authority of MAC and Executive Director** |
|   |    |   | **J.          Attorney’s  Fees**                         |
|   |    |   | **K.         Minnesota  Law**                                      |
|   |    |   | **L.          Entire Agreement**                              |

 
| Exhibit A |   | Leased Premises                                                                                                  |
|-----------|--------|------------------------------------------------------------------------------------------------------------------|
| Exhibit B |   | Building and Facility Improvements                                                                               |
| Exhibit C |   | Rental Fees and Charges                                                                                          |
| Exhibit D |   | Maintenance Responsibility Matrix                                                                                |
| Exhibit E |   | Aircraft Deicing Field Rule                                                                                      |
| Exhibit F |   | Beneficial Occupancy Certificate                                                                                 |
| Exhibit G |   | Mesaba Hangar Project Budget Summary                                                                             |
| Exhibit H |   | Mesaba Aviation, Inc. Agreement for Termination of  Facilities Lease and Operating Agreement and First Amendment |

 

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# AIRCRAFT HANGARFACILITY LEASE AGREEMENT

 

 

This Agreement, dated this 30th day of September, 2002 between theMetropolitan Airports Commission, a public corporation of the State ofMinnesota (“MAC”), and Mesaba Aviation, Inc. (d/b/a/ Mesaba Airlines), acorporation of the State of Minnesota (“Mesaba”).

 

WHEREAS, MAC owns and operates the Minneapolis-St. Paul InternationalAirport (“Airport”) located in Hennepin County, Minnesota; and

 

WHEREAS, MAC is in the process of constructing Runway 17-35 toaccommodate the increased flight activity on the Airport; and

 

WHEREAS, the runway construction necessitated MAC and Mesaba to enterinto an Agreement for Termination of Facilities Lease and Operating Agreementdated June 27, 2001 (“Termination Agreement”) to terminate the FacilitiesLease and Operating Agreement dated April 18, 1988, as amended; and

 

WHEREAS, simultaneous with the execution of thisAgreement, the parties agree to amend the Termination Agreement to modify thetermination date from January 1, 2003 to September 30, 2003; and

 

WHEREAS, Mesaba has aneed for new facilities on the Airport, to replace the facilities being removedfor the construction of Runway 17-35 and to accommodate the growth in Mesaba’soperations at the Airport; and

 

WHEREAS, MAC will finance and construct a facility to lease to Mesabafor storage and maintenance of aircraft and related administrative functions insupport of Mesaba’s on-airport airline activity; and

 

WHEREAS, MAC will construct a Preferential Use Aircraft Parking Areaand associated common taxilanes, taxiways and related areas to be used inconjunction with Mesaba’s facilities.

 

NOW THEREFORE, it is mutually agreed, in consideration of rents to bepaid by Mesaba and the mutual undertakings of the parties hereto, as follows:

 

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# ARTICLE I —SPECIAL TERMS AND CONDITIONS

 

1.        DEFINITIONS

##  

A.            Affiliates.  “Affiliated Airline” as defined in theAirline Agreement.

 

B.            Air TransportationBusiness.  “Air TransportationBusiness” as defined in the Airline Agreement.

 

C.            Aircraft ParkingArea.  “Aircraft Parking Area” hasthe meaning given in Section 2.B. and **Exhibit A** of this Agreement, or as amended.

 

D.            Airline Agreement.  Airline Operating Agreement and TerminalBuilding Lease for Minneapolis-St. Paul International Airport datedJanuary 1, 1999, or as amended, superceded or replaced.

 

E.             DBO.  Date of Beneficial Occupancy as set forth inSection 3.B.

 

F.             Executive Director.  MAC’s Executive Director or such otherperson designated by the Executive Director to exercise functions with respectto the rights and obligations of MAC under this Agreement.

 

G.            Mesaba Project.  Mesaba Project has the meaning given inSection 7.A.

 

H.            Plans andSpecifications.  Plans andSpecifications has the meaning given in Section 7.A.

 

I.              Preferential Use.   Aircraft Parking Area is designated aspreferential use, meaning that Mesaba has the first opportunity to use all ramparea that is part of the Leased Premises under this Agreement.

 

J.             Trade Fixtures.An article used by an airline in the usual course of its aircraft maintenancebusiness that was once personal property, but has been attached to the land orbuilding in a manner so that it is regarded in law as part of the real estate.

 

## 2.             LEASED PREMISES

 

## MAC leases to Mesaba thepremises as shown on the attached **Exhibit A**, and as listed below,collectively called “Leased Premises”. Such Leased Premises shall be used byMesaba to accommodate Mesaba’s operation at the Airport.

 

### A.            Exclusive Ground Area  

 

## MAC leases to Mesabaapproximately 365,625 square feet of exclusive use premises as shown on **Exhibit A**,which includes the hangar pad, shop/office space, and employee parking.

 

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### B.            Preferential Use Leased Premises 

 

MACgrants to Mesaba, on a Preferential Use basis, the use of approximately **85,795**square feet as shown on **Exhibit A** (“Aircraft Parking Area”). Mesabashall be granted priority to utilize such Preferential Use Aircraft ParkingArea.

 

ThePreferential Use Aircraft Parking Area shall be used by Mesaba for its ownaircraft. If Mesaba is not using any Aircraft Parking Area that is notdirectly in front of its hangar facility and another airline has a need foraircraft parking, MAC may encourage the two parties to negotiate a sublease.Payment will be made directly to Mesaba as subtenant rent in accordance withSection 27.D. of this agreement.  MAC acknowledgesthat Mesaba is not likely to have Aircraft Parking Area available for such useby other airlines unless and until the Leased Premises is expanded.

 

Mesaba agrees that such use and assignment of Preferential Use AircraftParking Areas shall be consistent with FAA criteria to enable such AircraftParking Areas to remain eligible for Federal AIP grant and other funding.

 

### C.            Building Improvements

 

MAC will lease to Mesaba building improvements in accordance with, andwill provide the level of finishes in the building improvements as specified,in **ExhibitB**.

 

### D.            FutureDevelopment

 

Both parties understand that Mesaba has an interest inexpanding its maintenance facility. MAC will use its best efforts toconcentrate future land development on the southwest side of the ramp area andexpanding to the north. If through the development of the area over time or dueto operational requirements the land adjacent to Mesaba becomes the focus for along term development MAC will provide Mesaba 120 days notice during which timethe Commission will consider the highest and best use of the land in question.

 

## 3.             EFFECTIVE DATE AND TERM

 

### A.            EffectiveDate 

###  

The Aircraft Hangar Facility Lease Agreement shall beeffective on the date executed by both parties (hereinafter “Effective Date”).

###  

### B.            Term

 

The Term of this Agreement shall commence on the Date of BeneficialOccupancy (DBO), and expire on the last day of the month twenty-five (25) yearsbeyond the DBO.  The DBO shall be thedate on which MAC and Mesaba substantially 

 

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complete the improvements and MAC delivers a Final Certificate ofOccupancy issued by the MAC Building Official. A copy of the Final Certificate of Occupancy will be attached as **Exhibit F**to the Agreement.

 

Prior to any occupancy of the Leased Premises, at a minimum, aTemporary Certificate of Occupancy shall be issued by the MAC BuildingOfficial.

 

Mesaba shall have the use of thePreferential Use Aircraft Parking Area commencing on the DBO and continuingthrough the term of this Agreement, subject to the terms and conditions of thisAgreement.

 

### C.            Holdover

 

Any holding over beyond the term of the Agreement will be on a month tomonth basis and shall be at the rental rates in effect prior to the terminationof the Agreement.

 

## 4.             RENTAL FEES AND CHARGES

 

Rent will commenceeffective on the DBO.  Mesaba shall payall rentals, fees and charges in advance on the first day of the month withoutthe issuance of an invoice or notice by MAC, in accordance with **Exhibit C**attached hereto and incorporated by this reference, and as further identifiedbelow. Rent will be comprised of three components: (A) Ground Rent, (B)Site Improvement Costs, (C) Facility Rent.

 

### A.            Ground Rent

 

Commencing on the DBO Mesaba shall pay ground rent inadvance on the first day of each month, without demand or invoice, subject toSection 4.B.

###### * *

| ***LEASE AREA***                                 |   | ***AREA*** |   | ***RATE*** |   | ***MONTHLY*** |   | ***ANNUALLY*** |   |
|--------------------------------------------------|--------|------------|--------|------------|--------|---------------|--------|----------------|--------|
| Exclusive  Ground Area                           |   | 365,625    |   | $          | 0.20   |          | $      | 6,093.75       |   | $ | 73,125.00 |   |
| - Hangar pad, shop/office site, employee parking |   |
|                                             |   |       |   |       |   |          |   |           |   |
| Preferential  Ramp Area                          |   | 85,795     |   | $          | 0.20   |          | $      | 1,429.92       |   | $ | 17,159.00 |   |

 

If anytime duringthe term of this Agreement Mesaba stops flying passenger service to theMinneapolis-St. Paul International Airport, the ground rent shall be adjustedto the applicable classification defined by the Ordinance 83 and its revisionseffective the first day of the month following the termination of passengerservice.

 

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### B.            Revision of Ground Rent

 

In conjunction with Ordinance 83and its revisions anytime after October 1, 2002, and no more frequent thanevery fifth year during the remainder of the term of the Agreement, MACreserves the right to amend ground rent, either upward or downward. MAC shallrely upon appraisals obtained from one or more qualified, independentappraisers chosen by MAC. It is understood, consistent with Minnesota Statutes,that any revision or changes in rents shall be reasonable and uniform coveringMesaba’s lease rights with those charges to other users at the Airport in thesame class of users as Mesaba.

 

### C.            Site ImprovementCosts (Preferential Use Aircraft Parking Area, Common Use Taxilanes/Areas andSite Work)

 

MAC shall have the necessary site work, paving of the Preferential UseAircraft Parking Area, common use taxilanes/areas and work incidental theretocompleted that will serve as the Preferential Use Aircraft Parking Area of theLeased Premises and associated areas.  Suchwork shall be completed prior to the DBO as defined above.

 

The cost of such work shall be recovered by MAC and paid by Mesaba inmonthly payments as described on the attached **Exhibit C**, commencing on theDBO.  The amount to be recovered by MACshall be the actual cost of all work directly related to the Mesaba Project andthe common use taxilanes/areas and work incidental thereto. The cost of thecommon taxilanes/areas shall be allocated to Mesaba based on the percentagethat its Preferential Use Aircraft Parking Area is of the total PreferentialUse Aircraft Parking Area in the designated West Side area.

 

The costs of the work shall be amortized over thirty (30) years at anannual interest rate equal to that being paid on the bonds issued for thefinancing of this portion of the Runway 17-35 program, plus a debt coverageamount determined by MAC. The annual amount shall be divided by twelve (12) todetermine the monthly amount to be paid by Mesaba.  The cost to be paid by Mesaba shall be determined initially basedon estimates of cost of the work, including contingencies, and adjusted toactual costs no later than 120 days after substantially all elements relatingto the cost of the Mesaba Project have been completed.  MAC shall notify Mesaba in writing of theactual cost and the associated amount to be paid.  Upon reconciliation of the Mesaba Project costs, **Exhibit C**shall be amended to reflect actual expenses. Mesaba may request and MAC willfurnish reasonable documentation to substantiate the reconciled costs used todetermine its rental rate.

 

### D.            Facilities Rent

 

MAC shall complete the necessary site work for the building and adjacentareas, construction of exclusive Leased Premises, including employee vehicleparking, equipment parking, and necessary related facilities as identified in **Exhibit B**.

 

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The cost of such work shall be recovered by MAC and paid by Mesaba inmonthly payments as described in **Exhibit C**, commencing on the DBO. Theamount to be recovered by the MAC shall be the actual cost of all work directlyrelated to the Mesaba Project.

 

The cost to be paid by Mesaba shall be determined initially based onestimates of cost of the work, including contingencies, and adjusted to actualcosts no later than 120 days after substantially all elements relating to thecost of the Mesaba Project have been completed.  MAC shall notify Mesaba in writing of the actual cost and theassociated amount to be paid.  Upon reconciliationof the Mesaba Project costs, **Exhibit C** shall be amended to reflectactual expenses.

 

The rent is calculated as shown on **Exhibit C**such that Mesaba is not paying full debt service on a portion of the employeeparking area.  The parties agree that atsuch time as Mesaba desires to expand the Aircraft Maintenance Hangar andLeased Premises, rent will be recalculated to make full debt service applicableto the entire Leased Premises.

 

E.             Snow Removal, Maintenance and Repair

 

MAC shall be responsiblefor snow removal, routine maintenance, operation, repair and replacement on thePreferential Use Aircraft Parking Area of the Leased Premises and common usetaxilanes in accordance with **Exhibit D** (Maintenance ResponsibilityMatrix).  Mesaba shall pay costs for MACperforming such snow removal, routine maintenance, operations and repair on thePreferential Use Aircraft Parking Area of the Leased Premises and its pro-ratashare of such costs for common use taxilanes/areas as billed by MAC.  MAC will use its best efforts to minimizethe snow removal costs to Mesaba by requiring one half inch of snowaccumulation on the ramp prior to calling out the snow removal contractors. Atthe discretion of MAC’s maintenance staff there may be situations or particularsnow conditions that will warrant a waiver to this standard in order tomaintain Mesaba’s aircraft operations. Mesaba hereby grants to MAC the right to access the Preferential UseAircraft Parking Area for the purpose of performing snow removal, maintenance,operational activities and repairs as MAC determines appropriate.  MAC shall use reasonable efforts not tointerfere with Mesaba’s business operations when performing suchobligation.  MAC shall provide equipmentand labor to fulfill these responsibilities in keeping with Mesaba’soperational needs in a reasonable manner.

 

Mesaba shall beresponsible for the snow removal from all areas of the Leased Premises with theexception of the Preferential Use Aircraft Parking Areas as describedabove.  Notwithstanding the above,Mesaba shall be responsible for snow removal on the Preferential Use AircraftParking Areas to the extent that Mesaba shall remove snow from such areas thatare immediately adjacent to Mesaba’ building, Mesaba’s airside building doors,and other appurtenances which cannot be reasonably efficiently reached byroutine airfield snow removal equipment utilized by MAC.   

 

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### F.             Reserve Requirement

 

A reserve requirement is due and payable upon execution of thisAgreement.  An irrevocable letter ofcredit, in a form acceptable to MAC, is acceptable in guaranteeing the reserverequirement.  The reserve requirementshall be automatically renewed each year by Mesaba and is required in advancefor each year during the term of this Agreement and shall be provided to MACthirty (30) days prior to the expiration of the previous letter of credit.

 

The amount of the reserve requirement is equal to three (3) months rent,to be calculated as the sum of 1 and 2:

 

1.             Rent Reserve Requirement

 

A rent reserve requirement definedas maintenance and operating costs for the site and taxilanes, common use area,and land rent.  This amount is currentlyestimated at $25,000 per month or $75,000 in total. This amount is subject tochange based on final construction figures and modification to the ground rentordinance.

 

2.             Debt ReserveRequirement

 

A debt reserve requirement in the amount of $773,000.This amount represents the projects’ proportionate share of the debt servicereserve requirement associated with the funding source, which is MAC’s 2001General Airport Revenue Bond Issue. This amount is subject to change based on final construction figures.

 

### G.            Late Fee

 

Any payment not receivedwithin thirty (30) days of the due date shall accrue interest at the rate of1.5 percent per month measured from the due date until paid in full.

 

5.             AUTHORIZED USE

 

### A.            LeasedPremises

 

The Leased Premises shallonly be used by Mesaba for the maintenance and operation of Mesaba aircraft,storage of equipment, administrative offices and vehicle maintenance as a partof Mesaba’s operations on the Airport and for other purposes as authorized bythis Agreement.  Any use and/or activity not expressly authorized pursuant to thisSection requires the prior written approval of MAC.

 

### B.            Fueling

 

Mesaba may fuel ordefuel its own aircraft, its ground equipment and vehicles used in Mesaba’soperation at the Airport, with its own employees or a

 

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commercial vendorauthorized by MAC to operate at the Airport. Mesaba shall not engage in fueling activities other than as specifiedabove.  No bulk fuel storage, exceptpropane, is permitted on the Leased Premises.

 

### C.            Aircraft Deicing

 

Mesaba shall onlyde-ice its aircraft in areas of the Airport specifically designated by MAC pursuantto field rule entitled: Aircraft Deicing, dated July 21, 1999, attached as**Exhibit E**,as such may be amended from time to time. Mesaba acknowledges that it is aware of and has read and will complywith the Field Rule.  Mesaba isresponsible for being aware of and complying with all current field rules andany revisions as they may occur from time to time whether or not this Agreementis amended to incorporate the revised field rule.

 

### D.            Maintenance ofOther Aircraft

 

Mesabamay provide routine servicing and maintenance consisting of A, B, C or othersimilar level checks, and emergency repair or maintenance services, to otherair carrier type aircraft owned, leased or operated by air carriers other thanMesaba, provided such services are not provided to hushkitted orwidebody aircraft. It is understood thatMesaba does not intend to and will not solicit or engage in such maintenanceactivities for aircraft not otherwise serving the Minneapolis-St. Paul area andthat such maintenance activities shall not include major modifications,conversions, remodeling or the maintenance, servicing, handling or hangaring ofgeneral aviation or corporate aircraft. Mesaba will provide MAC with written monthly reports of any maintenancedone on air carrier type aircraft owned, leased or operated by air carriersother than Mesaba.

 

### E.             Noise

 

Mesaba agrees to abide by all current and futureAirport noise rules, regulations, and field rules. The parties agree that useof the facility will be for aircraft consistent with Mesaba’s fleet mix up toaircraft equal in size to the Airbus A320. Any variation requires the priorapproval of MAC.

 

At the date the Agreementis executed, Mesaba and MAC are parties to an Airline Agreement, which isscheduled to expire December 31, 2015. In the event anytime during the term of this Agreement Mesaba shalleither fail to renew such Airline Agreement or for any reason not be a party tothe most current Airline Agreement between MAC and signatory airlines at theAirport, Mesaba shall, as a term and condition of this Agreement, comply withall aircraft noise and operational provisions of the then current AirlineAgreement although Mesaba is not a party to the then current Airline Agreement.

 

F.             Storage

 

Mesaba is authorized to store necessary supplies formaintaining aircraft on the Leased Premises, provided that Mesaba (1) meets allenvironmental and

 

13

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regulatory requirements, and (2) that such storage isapproved by MAC.  Such consent will not beunreasonable withheld.

##  

## 6.             TITLETO IMPROVEMENTS

 

For any and all improvements constructed on the Leased Premises, notfinanced by MAC, the title to the improvements and possession except personalproperty and Trade Fixtures paid for and installed by Mesaba on the LeasedPremises shall revert to MAC at the expiration of the term or upon earlytermination of this Agreement for any reason. Any  Trade Fixtures removed byMesaba must not negatively impact the structure or finishes of the facility; inthe event such condition should arise, Mesaba must restore the condition of theLeased Premises after such removal. Title to all improvements financed and/orput in place by MAC will remain with MAC and will be leased to Mesaba pursuantto this Agreement, except as provided in Section 13.

 

## 7.             CONSTRUCTION AND FINANCIAL COMMITMENT

 

A.            Project

 

The Project will includesite preparation, utility installation and construction of the followingfacilities: 137,410****sq. ft. of maintenance shop, officefacility, and hangar; hangar fire suppression system; 85,795 sq. ft. ofAircraft Parking Area; 228,215****sq. ft. of auto parking space and relatedappurtenances.  All dimensions listedare approximated for the purpose of this document. Upon completion, thepremises indicated on **Exhibits A and B**, will be leased by Mesaba(the “Mesaba Project”).

 

MAC and Mesaba willcoordinate and develop a set of plans and specifications (Project number:106-4-092,**dated July 23, 2002**) (as amended from time to time, the “Plansand Specifications”).  MAC will ensureintegration of the facilities being constructed by MAC with the installationand operation of necessary aircraft maintenance equipment to be installed byMesaba.  MAC will construct the projectin accordance with the Plans and Specifications and **Exhibit B**.

###  

### B.            Design andConstruction

 

The Mesaba Project shall be constructed pursuant to Plans andSpecifications prepared and adopted as follows:

 

#### **1.**             Plans and Specifications

 

Mesaba has selected, andMAC has approved, consultants to prepare Plans and Specifications for theMesaba Project and related improvements to be constructed on the Airport tomeet the requirements of Mesaba for its aircraft maintenance hangar.  Mesaba will provide input to the plans andspecification to ensure integration of the facilities to be constructed withother MAC facilities or plans for future facilities.  Mesaba shall provide to MAC a complete set of Plans andSpecifications in paper and electronic form.

 

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The parties will cooperate to establish a project teamto ensure coordination among all elements of the Mesaba Project, to minimizeimpacts on the traveling public and to attain project completion in accordancewith the date established in the construction documents and in coordinationwith development of Runway 17-35. The parties will coordinate with Mesaba andother entities as necessary to ensure coordination among all elementscomprising the West Side airline development area.

 

#### **2.**             Bids

 

MAC shall advertise for bids according to all applicable laws.  The contracts for construction shall includesuch provisions and alternates provided in the plans as Mesaba may reasonablyrequest and which are not inconsistent with the statute.  Award of contracts for the construction ofthe Mesaba Project and work incidental thereto shall require the writtenconcurrence of Mesaba.  If the total oflow responsible bids for the Mesaba Project at any time is projected to or doesexceed the Maximum Amount to be Financed by MAC according to Section 7.D., oneof the following shall occur:

 

##### a.             Modify Project

 

If Mesaba is unwilling to pay the excess cost, MAC with Mesaba’sconcurrence shall make such modifications to the Plans and Specifications forthe Mesaba Project as necessary to reduce the costs so the total design andconstruction portion of the Mesaba Project Costs to be financed by MAC do notexceed the Maximum Amount to be Financed, and MAC shall effect suchmodifications in such a manner that will meet the requirements of applicablelaw.

 

##### b.             MesabaPay Additional Costs

 

If Mesaba agrees to pay all design and construction Project Costsexceeding the Maximum Amount to be Financed, MAC will proceed with the award ofthe applicable contract(s) and Mesaba shall pay to MAC an amount equal to thetotal costs exceeding the Maximum Amount to be Financed.  Such amount shall be paid by Mesaba to MACprior to MAC executing the contract(s). MAC shall deposit such amount in theConstruction Fund and such excess costs shall not be considered part of theProject Costs to be financed by MAC.

 

Mesaba’s not to exceed costs identified in this Section, shall becomprised of the following:

 

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(i)            Lowest Responsible Bid for the projectconstruction as outlined on the bid documents and specifications.  The lowest Responsible Bid for the projectconstruction shall be the general contract amount, excluding any contingencies,for the project construction as specified in the Plans and Specifications biddocuments.

 

Mesaba shall not be responsible and shall not pay for any additionalconstruction cost in excess of this amount with the exception as follows:Mesaba may initiate and approve, in writing, additions to the scope ofwork.  Such approval may add to orreduce the construction cost and shall be subject to the provisions of thecontract.

 

Mesaba will also approve additions to the general contract amount forfair and reasonable costs associated with design omissions.  Fair and reasonable amounts shall beestablished at the option of Mesaba, via a proposal for the work submitted toMesaba, a bid amount for the work, or Mesaba may approve the work subject to acost adjustment that is determined by construction unit costs and audit of thework performance by Mesaba’s representative

 

(i)            Architectural and engineering fees necessary forthe design and administration of the bid documents and constructioncoordination and administration.  Mesabawill pay fair and reasonable architectural and engineering fees and constructioncoordination fees in an amount not-to-exceed $799,500, for the design, designservices, and construction coordination for the Mesaba Project.  Such fee amounts are shown on **Exhibit G**.

 

(ii)           Any additions and/or deletions to the project scope of work that may berequested and approved in writing by Mesaba’s assigned representative.

 

#### **3.**             Approvals

 

No construction shall occur until all necessaryapprovals are received from the FAA and the Environmental Quality Board (EQB),including but not limited to shadow and airspace studies.  No construction shall commence until Mesabahas approved in writing the final Plans and Specifications for the MesabaProject.  Such consent not to beunreasonably withheld.

 

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7

4.             Construction

 

MAC will be responsible for design and construction of the MesabaProject as noted in the Plans and Specifications to ensure that integrationwith surrounding facilities is maintained. MAC will be responsible for the design and construction of the utilitycorridor and bringing the necessary utilities to the Mesaba Project.  It is understood and agreed thatrepresentatives of Mesaba shall have full inspection rights duringconstruction.

 

5.             Warranties

 

MAC will ensure that all transferablewarranties will transfer to the benefit of Mesaba or its successors orassigns.  If the warranties cannot betransferred, MAC will cooperate with Mesaba or its successors or assigns tosatisfy warranty claims.

 

C.            ConstructionFund

 

MAC will create and maintain a special bookkeepingaccount to be designated on its books as the “Project construction fund” (the“Construction Fund”), in which it will record all receipts and disbursements offunds used to pay costs of the development of the Mesaba Project, as follows:

 

1.             Receipts

 

The receipts to becredited to the Construction Fund shall be:

 

a.             Such sums as Mesabais required by the provisions hereof or may determine to apply toward thedevelopment cost; and

 

b.             Any sums recovered byMAC incident to the payment of the development costs and the construction ofthe Mesaba Project and incidental work, including without limitation,penalties, liquidated damages, rebates and insurance proceeds; and

 

c.             Any sums in additionto those specified in subparagraphs (a) and (b) above required to fund theMesaba Project which sums shall be provided by MAC as needed, not to exceed theMaximum Amount to be Financed by MAC as stated in Section 7.D..

 

2.             Project Costs

 

The expenses to becharged to and paid from the Construction Fund shall make up the Project Costsand shall include:

 

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a.             The cost of allplanning fees, engineering and design fees, constructionmanagement/coordination fees, fees for environmental studies and testing,inspection fees levied by appropriate agencies, interest during construction,financing costs (i.e. capitalized interest, costs of issuance, and funding ofmandatory reserves with bond proceeds), the costs associated with installing anew hangar fire suppression system, and all other funds that are expendeddirectly on or toward the construction, purchase, installation and completionof the Mesaba Project; and

 

b.             The reasonable costof all fiscal, legal and other professional service and all printing andpublications incurred by MAC, including traveling expenses, if any reasonable,necessary and incidental to the financing or construction of the MesabaProject; and

 

c.             Interest on sums, ifany, at an imputed interest rate of 6.4440% per annum advanced by MAC from itsother funds for any of the foregoing purposes, from the respective dates of anysuch advances to the date of repayment to be computed at the net averageinterest rate on all MAC bonds outstanding; and

 

d.             Costs associated withchanges, modifications, additions or improvements prior to and during theconstruction of the Mesaba Project; and

 

e.             Allother costs incurred by MAC and approved by Mesaba, which, in accordance withgenerally accepted accounting practice, are capital expenditures related to thecompletion of the Mesaba Project.

 

D.            Maximum Amount to be Financed

 

The amount of financing provided by MAC to financeconstruction of the Mesaba Project shall not exceed **$10,736,570**(“Maximum Amountto be Financed”).  The Mesaba Project’selements and costs are as set out in the attached **Exhibit C**.  If the cost of the Mesaba Project, asmodified by MAC’s Project Change Management Policy and as approved by Mesaba inwriting at any time exceeds such amount, the provisions of Section 7.B.2 abovewill apply.

 

### E.             Finishes and Equipment Provided byMesaba

 

Mesaba, at its sole cost and expense, will install allinterior finishes and equipment necessary for its aircraft maintenance andstorage related activities, except as stated on **Exhibit B**.  Mesaba will have access to the LeasedPremises

 

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during the construction period to the extent necessaryto complete such installation in a timely manner.  During such access, Mesaba agrees to: (1) use its best efforts tonot disrupt construction by MAC or other projects in the vicinity, and (2)arrange for its own construction power and other required utilities orparticipate in its proportionate share of such utility costs.

 

8.             CONSENTS, APPROVALS, AND NOTICES

 

A.            Consent

 

Whenever in this Agreement theconsent or approval of MAC or Mesaba is required, such consent or approvalshall mean the consent or approval of the Executive Director on behalf of MACand a representative designated by Mesaba in writing on behalf of Mesaba.

 

B.            Notice

 

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

 
| 1)     |   | MAC:                                                                                                                                                                                                                                                            |   | Director  – Commercial Management and Airline Affairs  Metropolitan Airports Commission  6040 28th Avenue South  Minneapolis, MN  55450 |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                            |   |                                                                                                                                              |
| 2)     |   | Mesaba:                                                                                                                                                                                                                                                         |   | Mesaba  Aviation, Inc.  7501 – 26th Avenue South  Minneapolis, MN 55450                                                                      |
|   |   |                                                                                                                                                                                                                                                            |   |                                                                                                                                              |
| 3)     |   | If notice is given in another  manner or place, it shall also be given at the place and in the manner  specified above.                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                            |   |                                                                                                                                              |
| 4)     |   | 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. |
|   |   |                                                                                                                                                                                                                                                            |   |                                                                                                                                              |
| 5)     |   | MAC  and/or Mesaba shall notify the other party in the event of a corporate name  change.                                                                                                                                                                       |
|        |        |                                                                                                                                                                                                                                                                 |        |                                                                                                                                                   |  |  |

 

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# ARTICLE II —GENERAL TERMS AND CONDITIONS

 

## 9.             MAINTENANCE OF LEASED PREMISES  AND IMPROVEMENTS

 

### A.            Maintenance by MAC and Mesaba

 

Mesaba will beresponsible for providing all maintenance of the Leased Premises as defined in**Exhibit D**andSection 3E, except as otherwise provided in this Agreement.

 

MAC by itsauthorized officers, employees, agents, contractors, subcontractors, or otherrepresentatives, will have the right (at such times as may be reasonable underthe circumstances and with as little interruption of Mesaba’s operation as isreasonably practicable) to enter the Leased Premises for the followingpurposes:

 

1)             To inspect such spaceto determine whether Mesaba has complied and is currently in compliance withthe terms and conditions of the Lease.

 

2)             Upon reasonable notice to perform suchmaintenance, cleaning, or repair as MAC’s Executive Director deems necessary,if Mesaba fails to perform its obligations under the Agreement, and to recoverthe reasonable cost of such maintenance, cleaning, or repair from Mesaba, whichwill include a 15% administrative fee.

 

For items not specifically identified on **Exhibit D**,Mesaba shall be responsible for maintenance, repair and replacement of thefollowing: 1) other systems and equipment serving the Leased Premisesexclusively; 2) alterations to the Premises whether installed by MAC or Mesaba;3) improvements to the Premises whether installed by MAC or Mesaba; 4) allother repairs, replacements, renewals and restorations, interior and exterior,ordinary and extraordinary, foreseen and unforeseen; and 5) all other workperformed by or on behalf of Mesaba pursuant to the Agreement.

 

### B.            Condition of LeasedPremises

 

Mesaba will ensure allmaintenance, repairs, replacement, and restorations of building components andbuilding systems are completed in compliance with manufacturer recommendationsand warranty specifications.  Uponrequest by MAC, Mesaba will provide evidence substantiating that suchmaintenance was performed by a qualified professional.

 

Mesaba at all times at its owncosts and expense shall take good care of the Leased Premises and thebuildings, structures or improvements located thereon

 

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and shall keep and maintain themin good order and repair and in a clean and neat condition.  Mesaba shall not suffer or permit any wasteor nuisance on the Leased Premises or anything thereon that shall interferewith the rights of other airlines or MAC in connection with the use of portionsof the Airport not leased to Mesaba.

 

## 10.           BUILDING CONSTRUCTION, REPAIRS, SECURITY FORLIENS

 

Whenever and as often as Mesaba shall erect or shallcause to have erected any building, structure or improvement, regardless of thedollar value, on the Leased Premises and whenever and as often as it shallrepair, rebuild, alter, enlarge or extend any building, structure, orimprovement which may from time to time be on the Leased Premises, or cause thesame to be done, Mesaba shall in each instance satisfy the followingrequirements.

 

a.             Procure from thenecessary authority all building permits that may be required,

 

b.             Do or cause the workto be done in a good and professional manner and to be completed within areasonable time and in conformity with such building codes, zoning ordinances,or regulations and orders of any lawful authority applicable to the Airport,

 

c.             Keep the LeasedPremises and every building, structure and improvement on the Leased Premisesfree and clear from all liens for labor performed and materials furnishedtherefor.  If notice of lien is filed,Mesaba shall bond over or obtain a release within 30 days of notice of thelien,

 

d.             Defend, at its owncost and expense, each and every such lien asserted or filed against the land,or any part thereof, or against any building, structure or improvement thereon,and pay each and every judgment made or given against the land, building or anypart thereof,

 

e.             Indemnify and saveharmless MAC from each and every claim, demand, action, and cause of action(including reasonable attorney’s fees), arising out of or in connection withany act or omission of Mesaba or of any agent, employee, or contractor ofMesaba in or about the premises caused by the removal, erection, alteration,enlargement or extension of any building, structure or improvement on theLeased Premises, arising out of or connected with the assertion or filing ofany such  lien on the land or againstany building, structure or improvements thereon,

 

f.              Comply with thecurrent version, at the time of design and construction, of the AirportFacility Guidelines for Minneapolis-St. Paul International Airport and MACOrdinance 94 (MSP Building Code Ordinance), as amended or changed, and

 

g.             Provide MAC anestimate from a responsible contractor showing the expense of completing thework, and unless waived by MAC, a bond or other security in amount, form andwith surety satisfactory to MAC, conditioned for the commencement andcompletion and payment for such work, and against loss or

 

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damage by reason of mechanics liens, and an insurancepolicy from an insurance company approved by MAC protecting MAC from allliability to persons or property for damages arising out of the contemplatedwork. MAC shall within thirty (30) days after receipt thereof approve or disapprovethe Plans and Specifications and notify Mesaba with respect to the bond orsecurity required, provided that such approval shall not be unreasonablywithheld.

 

## 11.           INDEMNIFICATION AND INSURANCE

 

### A.            Indemnification

 

Mesaba agrees to indemnify and hold harmless MAC forloss, damage or injury from act or omission of Mesaba, its employees, agents,contractors, subcontractors, subsidiaries, licensees, sublessees, and inviteeswhile on MAC property, including the Leased Premises, to the person or propertyof the parties hereto and their employees, and to the person or property of anyother person or corporation, and MAC shall not be liable to any extent for, norwill Mesaba make any claim against MAC for or on account of any injury, loss ordamage to the Leased Premises, the buildings or structures thereon, thepersonal property facilities located therein, or to any person or property atanytime on the Leased Premises whether occasioned by fire, water, smoke, steam,gas, electricity, or other agency or instrumentality which may come or be onthe Leased Premises or occasioned by any other cause, unless any such injury ordamage shall result from the sole negligence or willful misconduct of MAC.

 

### B.            Property Insuranceon Buildings

 

Mesaba will keep all buildings on the Leased Premisescontinuously insured, during the term of this Agreement, including fire and allrisk coverage, for an aggregate amount equal to 100 percent of theirreplacement value, and any money received from the insurance shall be divided betweenMesaba and MAC as their interests may appear (the amount owed to MAC, if any,shall be based upon the unamortized principal amount of funds contributed byMAC to fund capital improvements).  Suchpolicies shall be in a form reasonably satisfactory to MAC and name MAC as aloss payee as its interest may appear. Mesaba shall keep evidence of such insurance on file with MAC at alltimes.

 

In the event of damage or destruction to any buildingsor improvements on the Leased Premises, all insurance proceeds shall be used torepair, rebuild and/or restore the buildings and improvements on the LeasedPremises unless otherwise mutually agreed in writing by both MAC and Mesaba.

 

### C.            Insurance

 

Mesaba shall procure and maintain insurance forprotection from claims against it under worker’s compensation acts, claims fordamages because of bodily injury

 

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including personal injury, sickness or disease ordeath of any and all employees or of any person other that such employees, andfrom claims for damages against it because of injury to or destruction ofproperty including loss of use resulting therefrom.

 

Mesaba shall carry premises operations liabilityinsurance and aircraft liability insurance on each aircraft engaged in aircarrier activities which is owned and / or operated by Mesaba at theAirport.  All such insurance shall be inat least the following amount, shall include MAC as an additional insured andshall be in form reasonably acceptable to MAC. Mesaba shall keep evidence of such insurance on file with MAC at alltimes.  MAC reserves the right andMesaba agrees to revisions upwards or downwards in the minimum insurancerequirements hereinafter set forth either by field rule or ordinance of MAC,provided, however, that any such revision shall be nondiscriminatory.

 

1)             Commercial GeneralLiability Policy for Bodily injury and Property Damage - $100 million.

 

2)             Owned and Non-OwnedAircraft Bodily Injury and Property Damage Liability including Passenger Liability- $100 million.

 

3)             Workers’ Compensationto statutory limits and employer’s liability to at least $100,000 bodily injuryby accident, $500,000 policy limit each accident bodily injury by disease,$100,000 each employee.

 

## 12.           ENVIRONMENTAL

 

### A.            Definitions

 

“Environmentally Regulated Substances” means anyelements, compounds, pollutants, contaminants, or toxic or HazardousSubstances, material or wastes, or any mixture thereof, regulated pursuant toany Environmental Law, including but not limited to products that mightotherwise be considered of commercial value, such as asbestos, polychlorinatedbiphenyls, petroleum products and byproducts, glycol and other materials usedin de-icing operations.

 

“Environmental Law (or Laws)” means any case law,statute, rule, regulation, law, ordinance or code, whether local, state orfederal, that regulates, creates standards for or imposes liability orstandards 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 ofcommercial value, such as asbestos, polychlorinated biphenyls and petroleumproducts and byproducts. Such laws shall include, but not be limited to, theNational Environmental Policy Act (“NEPA”) 42 U.S.C. Section 4321 et seq., theComprehensive Environmental Response, Compensation and Liability Act(“CERCLA”), 42 U.S.C. Section 9601 et seq., the Resource Conservation andRecovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq., the Federal WaterPollution Control Act (“FWPCA”), 33 U.S.C. Section 1251

 

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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 nowor at anytime hereafter may be in effect, as well as their state and localcounterparts, including but not limited to the Minnesota Environmental Responseand Liability Act (“MERLA”), Minn. Stat. Section 115B the Minnesota PetroleumTank Release Clean Up Act (“MPTRCA”) Minn. Stat. Section 115C, and theMinnesota Environmental Rights Act (“MERA”), Minn. Stat. Section 116B.

 

“Hazardous Substances” shall be interpreted in thebroadest sense to include any and all substances, materials, wastes,pollutants, oils or governmental regulated substances or contaminants asdefined or designated as hazardous, toxic, radioactive, dangerous, or any othersimilar term in or under any of the Environmental Laws, including but notlimited to asbestos and asbestos containing materials, petroleum productsincluding crude oil or any fraction thereof, gasoline, aviation fuel, jet fuel,diesel fuel, lubricating oils and solvents, urea formaldehyde, flammableexplosives, PCBs, radioactive materials or waste, or any other substance that,because of its quantity, concentration, physical, chemical, or infectiouscharacteristics may cause or threaten a present or potential hazard to humanhealth or the environment when improperly generated, used, stored, handled,treated, discharged, distributed, disposed, or released. Hazardous Substancesshall also mean any hazardous materials, hazardous wastes, toxic substances, orregulated substances under any Environmental Laws.

 

### B.            Indemnification

 

In addition to the general indemnification provided byMesaba in this Agreement, Mesaba indemnifies and agrees to defend, protect, andhold harmless, MAC, Commission members, its officers, employees or agents, andtheir respective successors, as well as successors in title to any interest inthe Leased Premises (“Indemnitees”), from and against any and all losses, liabilities,fines, damages, injuries, penalties, response costs, or claims of any and everykind whatsoever paid, incurred or asserted against, or threatened to beasserted against, any Indemnitee (“Environmental Claims”), including, withoutlimitation:  (i) all consequentialdamages; (ii) the costs of any investigation, study, removal, response orremedial action, as well as the preparation and implementation of anymonitoring, closure or other required plan or response action; and (iii) allreasonable costs and expenses incurred by any Indemnitee in connectiontherewith, including but not limited to, reasonable fees for attorney andconsultant services; which Environmental Claims arise out of or relate to (A)the presence on, in or under, or the escape, seepage, leakage, spillage,discharge, deposit, disposal, emission or release of Environmentally RegulatedSubstances on, in or from the Leased Premises not in full accordance withEnvironmental Laws arising out of Mesaba’s past or present operations on the LeasedPremises, or (B) any material and intentional inaccuracy, incompleteness,breach or misrepresentation under Parts C and D hereof, provided, however,Mesaba shall not be required to

 

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indemnify against any Environmental Claims hereunderto the extent such Environmental Claims arise out of, directly or indirectly,the negligence, willful misconduct, or recklessness of any Indemnitee or anythird-party unrelated to Mesaba.

 

If any Environmental Claim or action shall be broughtagainst any Indemnitee hereunder, then after such Indemnitee notifies Mesabathereof, Mesaba shall be entitled to participate therein as a party, and shallassume the defense thereof at the expense of Mesaba with counsel reasonably satisfactoryto such Indemnitee and shall be entitled to settle and compromise any suchclaim or action; provided, however, that such Indemnitee may elect to berepresented by separate counsel, at such Indemnitee’s sole expense, and if suchIndemnitee so elects, such settlement or compromise shall be effected only withthe consent of such Indemnitee.  Thisindemnification and Mesaba’s obligations hereunder, shall survive after thecancellation, termination or expiration of the term of this Agreement.

 

### C.            Compliance with Environmental Laws

 

Mesaba shall keep and maintain and shall conduct itsoperations on the Leased Premises in full compliance with all applicableEnvironmental Laws. Mesaba shall further ensure that its employees, agents,contractors and subcontractors occupying or present on the Leased Premises andany other invitees or persons conducting any activities on the Leased Premisesunder the control of Mesaba comply with all applicable Environmental Laws. Byvirtue of its operational control of the Leased Premises, Mesaba shall be fullyresponsible for obtaining all necessary permits or other approvals under theEnvironmental Laws and shall have full responsibility for signing andsubmitting any necessary applications, forms, documentation, notifications orcertifications relating thereto. Upon request of MAC, Mesaba shall providecopies to MAC of any such applications, forms, documents, notifications orcertifications.

 

### D.            Claims Relating to EnvironmentallyRegulated Substances

 

Mesaba represents and warrants that to the best ofMesaba’s actual knowledge, except as previously disclosed to the MAC or anyapplicable regulatory body as required, (i) no enforcement, investigation,cleanup, removal, remedial or response action or other governmental or regulatoryactions have been asserted against Mesaba with respect to the Leased Premises,pursuant to any Environmental Laws or relating to Environmentally RegulatedSubstances; (ii) no violation or noncompliance with Environmental Laws hasoccurred with respect to Mesaba’s past or present operations conducted on theLeased Premises; (iii) no claims have been made or been threatened by any thirdparty against Mesaba with respect to the Leased Premises relating toEnvironmental Laws or Environmentally Regulated Substances, including by anygovernmental entity, agency or representative (collectively “GovernmentalEntity”).

 

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### E.             Testing andReports

 

Mesaba shall provide to MAC within ten (10) days ofrequest, a copy of any notice regarding violation of any Environmental Lawarising out of Mesaba’s past or present operations on the Leased Premises, acopy of any inquiry regarding environmental matters by any Governmental Entity,a copy of any reports required by the Environmental Laws regarding violation ofany Environmental Law arising out of Mesaba’s past or present operation of theLeased Premises, or a copy of any notice of the emission or release ofEnvironmentally Regulated Substances in violation of any Environmental Lawarising out of Mesaba’s past or present operations on the Leased Premises. IfMAC has a reasonable basis to believe that Mesaba is not meeting theobligations of subsection C. of this Section, MAC may by notice require Mesabato conduct a reasonable review of its records for such documents as MACreasonably believes have not been provided and submit any such documents asrequired.

 

### F.             Notification

 

Mesaba shall notify MAC in writing within fifteen (15)business days of any matter that Mesaba obtains knowledge of that may give riseto an indemnified claim under subsection B. of this Section or that constitutesany emission or release or any threatened emission or release of anyEnvironmentally Regulated Substance in, on, under or about the Leased Premisesarising out of Mesaba’s past or present operations which is or may be inviolation of the Environmental Laws.

###  

### G.            Right toInvestigate

 

Subject to subsections E. and H. of this Section, uponreasonable notice to Mesaba, MAC shall have the right, but not the obligationor duty, at anytime from and after the date of this Agreement, to investigate,study and test the Leased Premises (at MAC’s own expense, unless otherwiseprovided herein) and without unreasonably interfering with Mesaba’s operation orthe Leased Premises, during normal business hours, except under emergencycircumstances, to determine whether Environmentally Regulated Substances arelocated in, on or under the Leased Premises, or were emitted or releasedtherefrom, which are not in compliance with Environmental Laws, provided thatsuch investigation, study and testing shall not unreasonably interfere withMesaba’s operations on and use of the Leased Premises.  Mesaba shall be entitled to have a representativepresent during such investigation.

 

### H.            Right to TakeAction

 

MAC shall have the right, but not the duty orobligation, to take whatever reasonable action it deems appropriate to protectthe Leased Premises from any material impairment to its value resulting fromany escape, seepage, leakage, spillage, discharge, deposit, disposal, emissionor release of Environmentally Regulated Substances from the Leased Premiseswhich is not in full accordance with any Environmental Law and arises out ofMesaba’s past or present

 

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operations during the term of this Agreement. MACshall notify Mesaba of its intention to take such action in writing thirty (30)days before proceeding under this subsection . Within that thirty (30) day period, Mesaba shall have the opportunity totake whatever reasonable action is deemed appropriate by MAC or provide MAC abinding commitment to do so within a reasonable time. If Mesaba does not takesuch action or provide a binding commitment within the thirty (30) day period,MAC may proceed under the terms of this subsection H of this Section.  All costs associated with any action by theMAC in connection with this provision, including but not limited to reasonableattorneys’ fees, shall be subject to subsection B. of this Section.

 

## 13.           TANKS

 

Mesaba, or its assignee, accepts title and ownershipto all tanks installed as part of the Mesaba Project or at anytime during theterm of this Agreement or during any period of holding over. Underground tanksshall be prohibited and any tanks shall not be installed without writtenapproval of MAC.

 

Both Mesaba, or its assignee, and MAC acknowledge andagree that any tanks located on the Leased Premises during the term of thisAgreement continue to remain under the ownership and control of Mesaba untilsuch tanks are removed from the Leased Premises by Mesaba.  At the expiration or termination of thisAgreement, Mesaba is required to remove all tanks from the Leased Premises andconduct a Phase I environmental review or other studies to adequatelydemonstrate that there was no environmental contamination to the LeasedPremises.

 

## 14.           UTILITIES

 

Mesaba agrees to promptly pay all fees in addition toits rent for all water, sewer, gas, electric, trash removal, and other servicefacilities supplied to or consumed by Mesaba relative to Mesaba’s operations onthe Leased Premises.  Utilities will bemetered separately when reasonably possible, otherwise Mesaba shall pay itsprorated share of utilities.

 

## 15.           MAC TO OPERATE AIRPORTS

 

MAC shall properly maintain, operate, and manage theAirport at all times and in a safe manner not dissimilar to generally acceptedgood practices in the State of Minnesota for airports of similar size andcharacter.  If for any reason beyond thecontrol of MAC (including but not limited to war, strikes, riots, and civilcommotion), MAC shall fail to properly maintain, operate and manage theAirport, such failure shall not operate as a breach of this Agreement or renderMAC liable in damages.  In such caseMesaba will be able to cancel this Agreement upon one hundred eighty (180) dayswritten notice and rent will abate during the time of non-use.

 

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## 16.           PUBLIC DATA

 

The parties agree that this Agreement is subject tothe Minnesota Government Data Practices Act.

 

## 17.           FUTURE LEASES

 

MAC shall be free in its discretion to rent any otherspace or concessions on the Airport to any other person, persons, orcorporations, and for any purpose that it desires, subject, however, to theprovisions of Minn. Stat. § 473.651.

 

## 18.           SIGNS

 

Mesaba shall be allowed to erect suitable advertisingsigns on the Leased Premises to advertise its business, subject to the priorwritten approval of MAC as to the form, type, size, location and method ofinstallation so as to be consistent with the current version at time of designand installation of the following: 1) MAC’s Exterior Signage and PromotionalActivities Policy, 2) Airport Facility Guidelines for Minneapolis-St. PaulInternational Airport, and 3) MAC Ordinance 94 (MSP Building Code Ordinance) asamended or changed.

 

## 19.           BANKRUPTCY

 

Section 27.D. shall not apply to any valid assumptionor assignment of this Agreement by a trustee as a debtor in possession underSection 365 of the Bankruptcy Code of 1978, as amended.  However, adequate assurance of futureperformance as provided by Section 365 of the Bankruptcy Code of 1978, asamended, for the purposes of the assumption or assignment of this Agreementshall include, but shall not be limited to:

 

A.            Adequate assurance ofthe reliability of the source of all of the rentals, fees, charges, and otherconsideration due under this Agreement after the assumption or assignment ofthis Agreement.

 

B.            Adequate assurancethat neither the assumption or assignment of this Agreement nor the exercise ofrights hereunder by the party assigning or the assignee will breach anyprovision in any other agreement to which MAC is bound, any federal or statestatute, rule or regulation affecting MAC or the Airport, or any rule,regulation, or ordinance made by MAC.

 

C.            Adequate assurancethat the assumption or assignment of this Agreement will not disrupt theoperation of the Airport.

 

D.            Adequate assurance offuture performance under this Agreement as may be requested by MAC, includingthe procurement of a bond from a financially reputable surety covering anycosts or damages incurred by MAC in the event that MAC, within five (5) yearsafter assumption or assignment of this Agreement exercises its right to relet theLeased Premises.

 

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E.             Adequate assurancethat the Leased Premises will be used to provide the services permitted by thisAgreement.

 

## 20.           MAC’S RIGHTS UPON DEFAULT

 

A.            Events of Default

 

Theoccurrence and continuation of any one or more of the following shallconstitute an event of default:

 

1)**            **Mesabafails to make payment in full when due of any rents, fees, charges or any otheramount payable hereunder within 5 business days after notice thereof from MAC;

 

2)**            **Mesabashall 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;

 

3)**            **Anyinsurance required by the terms hereof shall at any time not be in full forceor effect;

 

4)**            **Failureof Mesaba to perform, comply with, or observe, in any material respect, anyother term, condition or covenant of this Agreement not identified elsewhere inSection A of this Article within thirty (30) days after receipt of notice fromMAC of such failure, or for such longer period of time as may be reasonablynecessary to cure the event of default, but only for such longer period if: (a)Mesaba is reasonably capable of curing the event of default and (b) Mesabapromptly and continuously undertakes to cure and diligently pursues the curingof the event of default at all times until such event of default is cured;

 

5)**            **Anyrepresentation or warranty of a material fact made by Mesaba herein or in anycertificate or statement furnished to the MAC pursuant to or in connection withthis Agreement proves untrue in any material respect as of the date of issuanceor making thereof;

 

6)**            **(a)Mesaba shall commence any case, proceeding or other action (i) under anyexisting or future law of any jurisdiction, domestic or foreign, relating tobankruptcy, insolvency, reorganization or relief of debtors, seeking to have anorder for relief entered with respect to Mesaba, or seeking to adjudicateMesaba as bankrupt or insolvent, or seeking reorganization, arrangement,adjustment, liquidation, dissolution, composition or other relief with respectto Mesaba or any of its debts, or (ii) seeking appointment of a receiver,trustee, custodian or other similar official for Mesaba or for all or anysubstantial part of any of its property; or (b) Mesaba shall make a generalassignment for the benefit of its creditors; or (c) there shall be commencedagainst Mesaba any case, proceeding or

 

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other action of nature referred to in clause (a) aboveor seeking issuance of a warrant of attachment, execution, distraint or similarprocess 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 orremains undismissed, unvacated, undischarged and unbonded for a period of sixty(60) days; or (d) Mesaba shall take any action consenting to or approving ofany of the acts set forth in clause (a) or (b) above; or (e) Mesaba shallgenerally not, or shall be unable to, pay its debts as they become due or shalladmit in writing its inability generally to pay its debts as they become due;

 

7)**            **Anymoney judgment, writ or warrant of attachment or similar process, or anycombination thereof, involving an amount in excess of $25,000,000 shall beentered or filed against Mesaba or any of its assets and shall remainundischarged, unvacated, unbonded and unstayed for a period of sixty (60) daysor in any event later than five (5) days prior to the date of any proposed saleor execution thereunder;

 

8)             Any act occurs that deprives Mesaba permanentlyof any material right, power or privilege necessary for the conduct andoperation of its Air Transportation Business; or

 

9)             If Mesaba fails to use its exclusive use spacefor a period of ninety (90) consecutive days, except when such cessation orabandonment is due to the default of MAC or the circumstances beyond thecontrol of Mesaba.

 

B.            Remedies

 

If an event of defaultoccurs hereunder, MAC, at its option, may at any time thereafter, do one ormore of the following as MAC in its sole discretion shall elect, to the extentpermitted 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 hereafteraccruing, to be immediately due and payable;

 

2)**            **Proceedby appropriate court action or actions, either at law or in equity, to enforceperformance by Mesaba of the applicable covenants and terms of this Agreementor to recover damages for the breach thereof;

 

3)**            **Enter and take possession of the Premises and/orthe rights of Mesaba hereunder without such re-entry terminating Mesaba’sobligations for the full term hereof, which remedy shall be in addition to allother remedies at law or in equity, including action for forcible entry andlawful detainer, for ejectment or for injunction;

 

4)**            **Terminateall rights of Mesaba under this Agreement (without terminating the continuingobligation of Mesaba to fulfill its past and future obligation hereunder) andin such case Mesaba further agrees to indemnify and hold harmless MAC againstall loss in rents, fees, and charges and other

 

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damages which MAC shall incur by reason of suchtermination, including, without limitation, costs of restoring and repairingthe Leased Premises and putting the same in rentable condition, costs ofreletting the Leased Premises to another airline (including without limitationMesaba improvement costs and related fees), loss or diminution of rents andother damage which MAC incurs by reason of such termination, and all reasonableattorneys’ fees and expenses incurred in enforcing the terms of this Agreement;

 

5)**            **Inthe event of any default hereunder, Mesaba shall reimburse MAC for allreasonable fees and costs incurred by MAC, including reasonable attorneys’fees, relating to such default and/or the enforcement of MAC’s rightshereunder; and

 

6)**            **Applyany of the reserve requirement granted by Mesaba to any unpaid obligations ofMesaba hereunder.

 

Any waiver or any breach of covenants herein containedto be kept and performed by Mesaba shall not be deemed or considered acontinuing waiver and shall not operate to bar or prevent MAC from declaring aforfeiture for any succeeding breach either of the same condition or covenantor otherwise.

 

## 21.           TERMINATION

 

MAC may terminate theAgreement on twenty-four months advance written notice if, in its solediscretion, it determines that the Leased Premises or any portions thereof areneeded to permit the development of the 2010 Plan. The termination would bewithout recourse by Mesaba and will relieve Mesaba from accruing furtherfinancial obligation under this Agreement beyond such date Mesaba vacates theLeased Premises.  The notice will alsoconstitute a twenty-four month period for Mesaba’s right to remove the personalproperty on the Leased Premises or any improvements constructed or installed onthe Leased Premises that were not financed by MAC as part of this Project.  In the event MAC terminates the Agreement,MAC will pay to Mesaba within 30 days after the date Mesaba surrenders theLeased Premises to MAC in the condition required pursuant to the Agreement, theLeasehold Improvement Termination Amount in effect on the effective date ofsuch termination with respect to each element or portion of the leaseholdimprovements.

 

The Leasehold ImprovementTermination Amount will be applicable to improvements constructed on the LeasedPremises and paid for by Mesaba.  SuchLeasehold Improvement Termination Amount will be the unamortized costs of eachimprovement, assuming the full amount of the initial capital cost (notincluding cost of personal property or Trade Fixtures that Mesaba removes or iseligible to remove from the Leased Premises) of each improvement as if fullyamortized on a straight line basis (at zero percent interest) over a periodfrom such time as the improvement was completed to the natural expiration of theAgreement.  MAC must approve any otheramortization period in writing.  Thissection constitutes all compensation to which Mesaba is entitled in the eventof such termination.  Mesaba is entitledto no compensation from MAC if Mesaba voluntarily vacates the Leased Premisesduring the term of the Agreement.

 

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## 22.           CONDEMNATION

 

If it is determined to bein the public interest, MAC will have the power to condemn the propertyinterests created by the Agreement even though it is itself a party to theAgreement; provided that this provision will not be construed as a waiver byMesaba of its right to contest the validity of any such condemnation action.

 

Upon taking by MAC and without limitation to thepreceding paragraph, (a) in the event of a taking by MAC of the Agreement orany portion of the Leased Premises, the improvements or other property ofMesaba, Mesaba’s award shall be limited solely and exclusively to Mesaba’srelocation expenses and those relating to a permanent taking of Mesaba’spersonal property and value of leasehold improvement made by Mesaba, and (b) inno event shall Mesaba be entitled to any award relating to the value of anyunexpired portion of the term of this Agreement, the improvements constructedby MAC (including, without limitation, the Initial leasehold improvements) anyfixture located on or about the Property, or any loss, damage or diminution inMesaba’s business.

##  

## 23.           QUIET ENJOYMENT

 

MAC covenants and agrees with Mesaba that uponMesaba’s paying the rent and keeping, paying and performing all the terms ofthis Agreement on Mesaba’s part, Mesaba shall have ingress and egress to theLeased Premises, and may, subject to the terms of this Agreement, peaceably andquietly have and hold the Leased Premises for the term of this Agreement.

 

MAC shall have the right to enter the Leased Premisesat anytime, to inspect the same for operations conducted from the LeasedPremises, and for the purpose of making repairs or improvements to any adjoiningLeased Premises or to the Airport and to install through or upon the LeasedPremises, such pipes, wires and appurtenances as it may deem necessary oruseful to the operation of the Airport, but the making of such repairs,improvements or installations shall be done in such a manner as will notinterfere materially with the use and enjoyment of the Leased Premises byMesaba, except in cases of emergency and shall be at MAC’s expense except asprovided herein.

##  

## 24.           THE RIGHT TO AUDIT

 

MAC shall retain the right to audit data, financialbooks and records, at any reasonable time upon notice, directly connected withor related to operations taking place on or about the Leased Premises.

 

## 25.           NONDISCRIMINATION

 

Mesaba 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 theevent facilities are constructed, maintained, or otherwise operated on theproperty described in this Agreement for a purpose for which a Department ofTransportation program or activity is extended or for another purpose

 

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involving the provision of similar services orbenefits, Mesaba shall maintain and operate such facilities and services incompliance with all other requirements imposed pursuant to 49 CFR Part 21,Nondiscrimination in Federally Assisted Programs of the Department ofTransportation, and as the Regulations may be amended.

 

Mesaba 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 (1) noperson on the grounds of race, color, or national origin shall be excluded fromparticipation in, denied the benefits of, or be otherwise subjected todiscrimination in the use of the facilities thereon, (2) that in theconstruction of any improvements on, over or under such land and the furnishingof services thereon, no person on the grounds of race, color, or nationalorigin shall be excluded from participation in, denied the benefits of, orotherwise be subjected to discrimination, and (3) that Mesaba shall use theLeased Premises in compliance with all other requirements imposed by orpursuant to Title 49, Code of Federal Regulations, Department ofTransportation, Subtitle A, Office of the Secretary, Part 21,  Nondiscrimination in Federally-assistedprograms of the Department of Transportation-Effectuation of Title VI of theCivil Rights Act of 1964, and as the Regulations may be amended.

##  

## 26.           CIVIL RIGHTS

 

Mesaba assures that it will comply with applicablestatutes, Executive Orders and such reasonable rules as are promulgated toassure that no person shall, on the grounds of race, creed, color, nationalorigin, sex, age, or handicap be excluded from participating in any activityconducted with or benefiting from federal assistance.  This provision obligates Mesaba or its transferee for the periodduring which federal assistance is extended to the Airport program, exceptwhere federal assistance is to provide, or is in the form of personal propertyor real property or interest therein or structures or improvementsthereon.  In these cases, the provisionobligates the party or any transferee for the longer of the followingperiods:   (1) the period during whichthe property is used by the sponsor or any transferee for a purpose for whichfederal assistance is extended, or for another purpose involving the provisionof similar services or benefits; or (2) the period during which the Airportsponsor or any transferee retains ownership or possession of the property.  In the case of contractors, this provisionbinds the contractors from the bid solicitation period through the completionof the contract.

 

## 27.           GENERAL PROVISIONS

 

### A.            Memorandum of Agreement

 

At the request of either party, the parties shallexecute a Memorandum of this Agreement for recording purposes.

 

### B.            Waiver of Breach

 

The waiver by MAC or Mesaba of any breach of any term,covenant or condition of this Agreement shall not be deemed to be a waiver ofany subsequent breach of the same or any other term, covenant or condition.

 

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### C.            Commitments to Federal or State Agencies

 

Nothing in this Agreement shall be construed toprevent MAC from making such commitments as it desires to the FederalGovernment or to the State of Minnesota in order to qualify for the expenditureof Federal or State funds on the Airport.

 

### D.            Sublease or Assignment

 

Mesaba may not assign anyof its rights under this Agreement without the prior consent of MAC, exceptthat Mesaba may assign any of its rights and obligations under this Agreementto any of its respective Affiliates, including Northwest Airlines, Inc., andits subsidiaries without the consent of MAC.

 

It will not beunreasonable for MAC to disapprove or condition a sublease of the LeasedPremises if the proposed subleasee is not an Air Transportation Business, asdefined in the Airline Agreement with MAC.

 

In the event Mesabasubleases or assigns the Leased Premises in accordance with the terms of thisAgreement, Mesaba will not charge, on a per square foot basis, more than 15%above the per square foot cost being incurred by Mesaba.

 

### E.             Taxes and Other Charges

 

Mesaba shall pay all real estate and personal propertytaxes and assessments of any nature levied against Mesaba’s interest in theLeased Premises or against any improvements made by Mesaba or equipment on theLeased Premises, without deduction or set-off against the rent to be paid underthis Agreement.

 

### F.             Headings

 

The headings in this Agreement are for convenience inreference and are not intended to define or limit the scope of any provision ofthis Agreement.

 

### G.            Severability

 

If any part of this Agreement shall be held invalid,this does not affect the validity of the remaining parts of this Agreement,provided that such invalidity does not materially prejudice either MAC orMesaba under the remaining parts of this Agreement.

 

### H.            Compliance With Laws

 

Mesaba shall comply with all applicable federal, stateand local laws, ordinances, resolutions, rules and regulations including thoseof MAC relating to the Leased Premises and with respect to control of groundand air traffic operations, de-icing operations, and the general use of theAirport.

 

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### I.              Authority of MAC and ExecutiveDirector

 

Whenever the term MAC or Commission appears in thisAgreement, including all parts thereof, it means the Metropolitan AirportsCommission, sometimes referred to as the Minneapolis-St. Paul MetropolitanAirports Commission, and where this Agreement speaks of approval by or consentof MAC or Commission, such approval or consent means action by the ExecutiveDirector or a designated representative of MAC.

 

### J.             Attorney’s Fees

 

In any action brought by either party for theenforcement of any provisions of this Agreement, the party prevailing in saidaction shall be entitled to recover reasonable attorney’s fees from the otherparty.

 

### K.            MinnesotaLaw

 

This Agreement is governed by Minnesota Law.

 

### L.             Entire Agreement

 

This Agreement supercedes all prior agreements betweenthe parties regarding the same premises on the Airport.  This Agreement may only be modified if donein writing and executed by both parties.

 

Mesaba and MAC may also be party to an AirlineAgreement or other agreements regarding use of the Airport or airfield.  Should the provisions of this Agreement andthe Airline Agreement conflict, this Agreement governs with respect to theLeased Premises; the Airline Agreement shall govern with respect to other partsof the Airport or airfield.

 

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In witness whereof, the parties have caused this Agreement to beexecuted by their proper officer(s) or partner(s).

 

 
| Date:   September 30, 2002 |   | METROPOLITAN AIRPORTS COMMISSION                                             |
|---------------------------------|--------|------------------------------------------------------------------------------|
|                            |   |                                                                         |
|                            |   |                                                                         |
|                            |   | By                                                                           | /s/  Gordon  P. Wennerstrom |   |
|                            |   | Gordon P. Wennerstrom  Director, Commercial Management & Airline Affairs |
|                            |   |                                                                         |
|                            |   |                                                                         |
| Date:   September 17, 2002 |   | MESABA AVIATION, INC.                                                        |
|                            |   |                                                                         |
|                            |   |                                                                         |
|                            |   | By                                                                           | /s/  Robert  E. Weil |   |
|                            |   |                                                                         | Robert E. Weil  Vice President & CFO |
|                                 |        |                                                                              |  |  |  |  |

 

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| STATE OF MINNESOTA | )     |
|--------------------|-------|
|               | ) ss. |
| COUNTY OF HENNEPIN | )     |

 

 

This instrument wasacknowledged before me on the 30th day of September, 2002, by Gordon P.Wennerstrom the Director of Commercial Management & Airline Affairs of theMetropolitan Airports Commission.

 

 
|   |   |   |   |   |   | /s/ Elizabeth J. Hoium |   |
|--------|--------|--------|--------|--------|--------|------------------------|--------|
|   |   |   |   |   |   | Notary Public          |   |

 

 
| STATE OF MINNESOTA | )     |
|--------------------|-------|
|               | ) ss. |
| COUNTY OF RAMSEY   | )     |

 

 

This instrument was acknowledged before me on the 17th day ofSeptember, 2002, by

 

 

Robert E. Weil, the Vice President & CFO of Mesaba Aviation, Inc.

 
|   |   |   |   |   |   | /s/ Jean M. Volkenant |   |
|--------|--------|--------|--------|--------|--------|-----------------------|--------|
|   |   |   |   |   |   | Notary Public         |   |

 

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