Exhibit 10.8


 


GROUND LEASE


CONSTRUCTION OF AIRPLANE HANGAR
AND RAMP


MESABA AVIATION, INC.


 


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


 


WITNESSETH:


 


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


 


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


 


WHEREAS, LESSEE desires to lease certain land
at the AIRPORT to construct an airplane hangar together with ramp and necessary
facilities, upon the terms and conditions hereinafter provided; and


 


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


 





















 


WHEREAS, the lease of the facilities to be
constructed thereon is the subject of a Special Facilities Lease entered into
simultaneously with the execution of this Lease.


 


NOW, THEREFORE, in consideration of the
premises and mutual undertakings of the parties hereto, it is agreed as
follows:


 


1.                                       PREMISES


 


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


 


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


 


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


 


2.                                       USE OF PREMISES


 


A.                                   LESSEE shall have
the right, subject to the terms, conditions and covenants set forth in this
Lease to construct an airplane hangar, ramp and related facilities on the
Premises


 


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


 


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


 


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


 


3.                                       TERM


 


The lease term for the Premises shall
commence upon the date the LESSEE enters upon, with permission of LESSOR, the
site for commencement of construction of the facilities contemplated in the
Special Facilities Lease and shall terminate at the date set for the
termination of the Special Facilities Lease unless terminated earlier as
provided herein. The date of commencement of this Lease shall be confirmed in
writing between the parties. This Lease shall be extended for an additional
five (5) year period if the Special Facilities Lease is extended for an
additional five (5) year period.


 


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The rental rates for such extension period
for the building, ramp, parking area and unimproved areas shall be comparable to
those rates in effect at the time of such extension for similar premises on the
Airport.


 


4.                                       RENTAL AND
SECURITY DEPOSIT


 


1.                                       Rental: As
consideration for LESSEE’s preferential use of the ramp and connection to the
taxiway, LESSEE shall pay LESSOR an annual rental based upon the following
schedule:


 


	
   

  	
   

  	
  Rental Rate

  	
   

  
	
  Year

  	
   

  	
  Per Sq. Foot

  	
   

  
	
  1990

  	
   

  	
  $

  	
  .05

  	
   

  
	
  1991

  	
   

  	
  $

  	
  .10

  	
   

  
	
  1992

  	
   

  	
  $

  	
  .15

  	
   

  
	
  1993

  	
   

  	
  $

  	
  .20

  	
   

  
	
  1994

  	
   

  	
  $

  	
  .25

  	
   

  
	
  1995 & thereafter

  	
   

  	
  $

  	
  .30

  	
   

  



 


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


 


2.                                       As consideration
for LESSEE’s exclusive use of the balance of the Premises, LESSEE shall pay
LESSOR an annual rental of seventy one thousand


 


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


 


On January 1, 1991, the aforesaid rental
rate of twenty cents ($.20) per square foot per year shall be increased or
decreased, as the case may be, by a percentage which shall be the same as the
percentage increase or decrease during the period commencing November 1,
1990, in the Index of Average Hourly Earnings Excluding Overtime, of Production
Workers on Manufacturing Payrolls, as published by the Bureau of Labor
Statistics of the United States Department of Commerce (or if this index is no
longer published, then the most nearly comparable published index of such
hourly earnings). The amount calculated shall be rounded off to the nearest
one-half cent to determine the adjusted rental rate per square foot which shall
be the basis for computing the annual rental for the year commencing January 1,
1991. On January 1, 1992, and on the same date each year thereafter during
the Term hereof, the rental rate per square foot shall be adjusted and the
annual rental for the ensuing year increased or decreased, as the case may be,
in the same manner as set forth above, based on the percentage increase or
decrease in the aforesaid index of hourly earnings during the immediately
preceding twelve (12) month period ending October 31.


 


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5.                                       CONSTRUCTION
OF FIXED IMPROVEMENTS


 


LESSEE shall construct upon the Premises a
Hangar and related facilities for use in the LESSEE’s air transportation
business, and a ramp immediately adjacent to the Premises provided that the
cost of constructing the fixed improvements shall not be less than three
million dollars ($3,000,000.00).


 


6.                                       MAINTENANCE
OF PREMISES


 


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


 


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


 


7.                                       QUIET
ENJOYMENT


 


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


 


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of the Premises during the term hereof, except for aircraft noise
generated in the normal use of the Airport, upon performance of LESSEE’s
covenants herein.


 


8.                                       INDEMNIFICATION


 


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


 


9.                                       SALE,
ASSIGNMENT, TRANSFER, OR SUBLEASE


 


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


 


7





















 


sale of LESSEE’s interest under this lease pursuant to the Leasehold
Mortgage; and the LESSEE shall have the right to assign LESSEE’s rights under
this lease to the Mortgagee in lieu of such foreclosure; and the LESSEE or the
Mortgagee shall have the right to assign LESSEE’s rights under this lease to a
third party in connection with or in lieu of a foreclosure; upon acquisition by
the Mortgagee of LESSEE’s interests under this lease by foreclosure or deed in
lieu of foreclosure, and upon acquisition by a purchaser from the Mortgagee of
LESSEE’s interests in this lease, LESSOR agrees to recognize the Mortgagee or
such purchaser, as the case may be, as the LESSEE under this lease. Mortgagee
and/or such purchaser, as successor to LESSEE’s interest in this lease, shall
not be personally liable for any of the obligations of LESSEE under this lease
accruing prior to the date of becoming the LESSEE. In any event, the Mortgagee
or any such purchaser shall use the Premises solely for airport transportation
purposes.


 


10.                                 ENCUMBRANCES


 


LESSEE, upon prior written approval of the
LESSOR may encumber as collateral or security its leasehold estate and Fixed
Improvements by mortgage or conditional assignment of this lease as security,
providing the same shall provide for payment of the indebtedness thereby
secured not later than the date of expiration of the primary term of this
lease. In such event, the Mortgagee may deliver to LESSOR written notice
showing the amount of the obligation secured by such Leasehold Mortgage, the
date of the maturity of the indebtedness thereby secured, and the name and post
office address of such Mortgagee. In the event such notice shall be given, then
and thereafter, the LESSOR shall serve on such Mortgagee by certified mail, at
the address given or any address thereafter given, a copy of every notice
served by LESSOR upon LESSEE in the event of nonperformance or default of any
term, condition or covenant hereof, during the


 


8





















 


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


 


A.                                   Right
to Cure: In the event of nonperformance or default of any term, condition
or covenant hereof to be kept and performed by LESSEE during the existence of
any such Leasehold Mortgage, the Mortgagee shall have the right, within thirty
(30) days after the expiration of the time limit prescribed in the
nonperformance or default notice to LESSEE, to perform and comply with all the
terms, conditions and covenants of this lease to be kept and performed by
LESSEE, and to make all payments required of LESSEE by this lease and by so
doing thus cure and remove any such nonperformance or default as if the same
had been done and performed by LESSEE. If the nature of the nonperformance or
default is such that it cannot be cured within thirty (30) days after the
expiration of the time limit prescribed in the nonperformance or default notice
to LESSEE, the Mortgagee shall be deemed to have cured such nonperformance or
default if it has commenced performance and thereafter diligently prosecutes
same to completion, or diligently pursues foreclosure proceedings or the
obtaining of a deed in lieu of foreclosure with respect to LESSEE’s interest in
the Premises. The LESSOR will permit the Mortgagee to enter upon the Premises
and will accept performance by the Mortgagee of any covenant, agreement or
obligation of LESSEE with the same effect as though performed by LESSEE in
order to permit any specific default to be cured by the Mortgagee.


 


9





















 


B.                                     Rights on
Termination of LESSEE’s Interest.


 


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


 


10





















 


first lien on the interests in question. The
provisions of this paragraph B shall survive the rejection, disaffirmance or
termination of the Special Facilities Lease or this lease and shall continue in
full effect thereafter inasmuch as this provision is entered into for the
benefit of the Mortgagee, may be relied upon by the Mortgagee and constitutes a
separate and independent contract made by LESSOR for the benefit of the
Mortgagee as third party beneficiary. From the effective date of such
rejection, disaffirmance, or termination of this lease to the date of the
assumption of this lease, the Mortgagee may use and enjoy the benefits of this
lease without hindrance by LESSOR so long as the Mortgagee shall continue to
make all payments due and owing under this lease.


 


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


 


11.                                 CANCELLATION BY
LESSOR


 


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


 


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


 


11





















 


B.                                     Breach of any
covenant or provision of this Lease by LESSEE, except as provided in Subsection A
above, and failure of LESSEE to remedy such breach within thirty (30) calendar
days from the date of registered mailing to LESSEE of written notice from
LESSOR of the existence of such breach, or, if the breach is of such character
as to require more than thirty (30) days to remedy, then failure of LESSEE
within said thirty (30) day period to commence and thereafter proceed
diligently to remedy such breach.


 


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


 


D.                                    Assignment by
LESSEE for benefit or creditors.


 


E.                                      The occurrence of
an Event of Default under the Special Facilities Lease and acceleration of the
Special Airport Facilities Revenue Bonds described in that Lease; provided, however,
that the curing of such Event of Default under the Special Facilities Lease
shall constitute a curing of the Event of Default described in this paragraph
11E.


 


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


 


12.                                 CANCELLATION BY
LESSEE


 


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


 


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


 


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


 


C.                                     The assumption by
the United States Government or any authorized agency thereof, or any other
governmental agency, of the operation, control or use of the Airport facilities
or any substantial part, or parts thereof in a manner as substantially to
restrict LESSEE’s operations for a period of ninety (90) days or more.


 


13.                                 WAIVER OF DEFAULT


 


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


 


14.                                 FEDERAL GOVERNMENT
AGREEMENT


 


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


 


15.                                 NATIONAL EMERGENCY


 


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


 


13





















 


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


 


16.                                 AIRPORT DEVELOPMENT


 


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


 


17.                                 COMPLIANCE WITH
LAWS, RULES AND REGULATIONS


 


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


 


Pursuant to LESSOR’s authority under the
Michigan Aeronautics Code to grant and regulate the Airport, the terms and
conditions of this Lease and the Airport Rules and Regulations shall take
precedence over, and shall govern the parties hereto to the exclusion of, any
local governmental law or ordinance in conflict therewith.


 


18.                                 TAXES


 


LESSEE shall pay all taxes, if any, lawfully
imposed upon LESSEE’s interests in the Premises, the improvements located
thereon, and the conduct of LESSEE’s operations on the premises leased
hereunder at the Airport; provided, however, LESSEE shall not be deemed to be


 


14





















 


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


 


19.                                 PROTECTION OF
AERIAL APPROACHES


 


LESSOR reserves the right to take any action
it considers necessary to protect the aerial approaches of the Airport against
obstruction, together with the right to prevent LESSEE from erecting or
permitting to be erected, any building or other structure on the Airport which,
in the opinion of LESSOR, would limit the usefulness of the Airport or
constitute a hazard to aircraft.


 


20.                                 COVENANTS AGAINST
DISCRIMINATION


 


A.                                   Covenant
Pursuant to Requirements of the Department of Transportation: LESSEE 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) no person on the grounds of race, color, or
national origin shall be excluded from participation in, denied the benefits
of, or be otherwise subjected to discrimination in the use of said facilities, (2) that
in the construction of any improvements on, over or under such land and in the
furnishing of services thereon, no person on the grounds of race, color, or
national origin shall be excluded from participation in, denied the benefits
of, or otherwise be subjected to discrimination, (3) that LESSEE shall use
the premises in compliance with all other requirements imposed by or pursuant
to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in
Federally-assisted Programs of the Department of Transportation - Effectuation
of Title VI of the Civil Rights Act of 1964, and as said Regulations may be
amended.


 


15





















 


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


 


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


 


21.                                 SIGNS


 


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


 


22.                                 SECTION HEADINGS


 


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


 


23.                                 SURRENDER OF
POSSESSION


 


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


 


16





















 


24.                                 CHOICE OF LAW AND
FORUM


 


This Lease shall be construed and enforced
according to the laws of the State of Michigan. Any action in regard hereto or
arising out of the terms and conditions hereof shall be instituted and litigated
in the courts of the State of Michigan and in no other. In accordance herewith,
the parties hereto submit to the jurisdiction of the courts of the State of
Michigan.


 


25.                                 INVALID PROVISION


 


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


 


26.                                 NOTICES


 


All notices, communications, statements or
payments required by this Lease shall be sent to the following addresses (or
such other addresses as the party receiving notice may designate by written
notice to the other party):


 


A.                                   DETROIT METROPOLITAN
WAYNE COUNTY AIRPORT (LESSOR)


L.C. Smith
Terminal, Mezzanine


Detroit, MI
48242


ATTN:  Director of Airports


 


B.                                     MESABA AVIATION,
INC.


7501 26th
Avenue South


Minneapolis, MN 55450


ATTN: 
President


 


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Parties hereto shall give written notice of
any change of address.


 


27.                                 ISSUANCE OF BONDS


 


If for any reason the Special Facilities
Lease is not executed and delivered by the Lessor, or the above-referenced
Bonds are not authorized and issued by the Lessor, then this Lease shall be
void and of no effect.


 


IN WITNESS WHEREOF, The parties hereto have
caused this lease to be executed on their behalf by their respective duly
authorized officers, their corporate seals to be hereunto affixed and attested
by their proper corporate officers, all as of the day and year first above
written.


 


	
   

  	
  COUNTY OF WAYNE

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  CHIEF EXECUTIVE OFFICER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Edward H. McNamara

  	
   

  
	
   

  	
   

  	
  Edward H. McNamara

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COUNTY COMMISSION

  
	
   

  	
   

  	
   

  
	
   

  	
  Approved and Execution Authorized by
  Resolution

  
	
   

  	
   

  
	
   

  	
  dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MESABA AVIATION, INC.

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  By

  	
   

  	
  /s/ Robert D. Swenson

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Its
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Kenneth P. Bronson

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Its Vice President, Finance

  
										



 


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CERTIFICATION


 


	
  I, Lawrence E. McCabe, Vice President,
  Corporate and Government Affairs for Mesaba Aviation, Inc., do hereby
  certify that

  
	
  (office and/or title)

  



Robert D. Swenson and Kenneth P. Bronson, the aforesaid signatory(ies)
to this agreement hold the office(s) of President,

Vice President, Finance, respectively, in Mesaba Aviation, Inc. and is/are
fully empowered by its Articles, Bylaws, Rules and Regulations, Resolution
of the Board of Directors, or other lawful action (delete whichever is not
applicable) to execute and bind Mesaba Aviation, Inc. as a party to the
above agreement.


 


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


 


 


	
   

  	
  /s/ Lawrence E. McCabe

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  



 


NOTE:            An
individual signing the agreement should not sign this certificate.


 


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ADDENDUM 1


 


NON-DISCRIMINATION, AFFIRMATIVE
ACTION


 


As part of the consideration for entering
into and carrying out the terms of this contract, the contracting party agrees
to the following programs:


 


Non-Discrimination:


 


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


 


Affirmative
Action:


 


I.                                         The
contracting party shall take affirmative action that the Non-Discrimination
program shall apply to employment, selection for training (including
apprenticeship), upgrading, demotion or transfer, recruitment or recruiting
advertising, lay-off or termination, rates of pay or other forms of
compensation.


 


The contracting party will, in all
solicitations or advertisements for employees placed by or on behalf of the
contracting party, state that all qualified applicants will receive
consideration for employment without regard to race, religion, color, national
origin, age, or sex.


 


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


 


The contracting party will comply with all
published rules, regulations, directives, and orders of the Michigan Civil
Rights Commission and of the Wayne County Office of Human Relations relevant to
Section 4, Act No. 251, Public Acts of 1955, as amended, and to the
Wayne County Fair Employment Practices resolution attached hereto and made a
part hereof.


 


The contracting party will furnish and file
compliance reports within such time and upon such forms as provided by the
Wayne County Office of Human Relations. Said forms may also elicit information
as to the practices, policies, programs, and employment statistics of each
subcontractor as well as the contracting party, and the contracting party


 


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


 


The contracting party will include, or
incorporate by reference, the provisions as set forth herein in every
subcontract or purchase order unless exempted by the rules, regulations or
orders of the Wayne County Office of Human Relations and will provide in every
subcontract or purchase order that said provisions will be binding upon each
subcontractor or seller and agrees to provide a listing of subcontractors to
the Wayne County Office of Human Relations and only contract with contractors
or vendors who are in compliance or have an affirmative action program approved
by the Wayne County Office of Human Relations.


 


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


 


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


 


The contracting party and each contractor
must present evidence of being in compliance with the above equal employment
opportunity provisions as certified by the Wayne County Office of Human
Relations. Prime contractors and subcontractors will only be considered
eligible to do business with the County if they have been approved as being in
compliance or as having an approved affirmative action program. Any contractor
not having such approvals should procure such approvals from the Wayne County
Office of Human Relations, 600 Randolph, Fifth Floor, Detroit, Michigan
48226.  It shall be the responsibility of
the contracting party to contract only with subcontractors that are so
approved.


 


II.                                     The
Wayne County Office of Human Relations, through its Contract Compliance Program
and authorized representatives, shall investigate the employment practices of
any Wayne County contractor or subcontractor to determine whether or not the
contractual undertakings in regard to ensuring equal employment opportunities
and affirmative action have been carried out in accordance with the procedures
herein set forth.


 


The Wayne County Office of Human Relations
shall receive and investigate or cause to be investigated complaints by
employees or prospective employees of any County contractor or subcontractor
which


 


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allege actions contrary to the contractual
undertakings of the contractor or subcontractor.


 


The Office of Human Relations shall use its
best efforts, directly and through the contracting departments, other
interested Federal, State, and local agencies, contractors, and all other
available instrumentalities, to cause any labor union engaged in work under
County contracts or any agency referring workers or providing or supervising
apprenticeship or training for or in the course of such work to cooperate in
the implementation of the purposes of the equal employment and affirmative
action provisions of the County contract. The Wayne County Office of Human
Relations shall, in appropriate cases, notify the United States Equal
Employment Opportunity Commission, the United States Department of Justice,
Michigan Civil Rights Commission, Attorney General or other appropriate Federal
agencies, whenever it has reason to believe that the practices of any such
labor organization or agency violates Title VI or Title VII of the Civil Rights
Act of 1964, Act No. 251, Public Acts of 1955 as amended, or the Fair
Employment Practices Resolution of the County of Wayne and such other relevant
legislation as hereafter may be enacted by the Congress of the United States of
America, the State of Michigan, or the County of Wayne.


 


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


 


III                                    Sanctions
and Penalties - Where the Wayne County Office of Human Relations finds that a
contractor or subcontractor has failed to comply with the equal employment
opportunity and affirmative action provisions of its contract, the Office of
Human Relations may:


 


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


 


(b)                                 Recommend
to the Prosecutor’s Office that appropriate redress be sought for breach of
contract.


 


(c)                                  Recommend
that the Contracting Department cancel, terminate, suspend, or cause to be
cancelled, terminated, or suspended, any contract, or any portion or portions
thereof, for failure of the contractor or subcontractor to comply with the
nondiscrimination provisions of the contract. The Division of Human Relations
may recommend that a contract be conditioned upon implementation of


 


3





















 


a program for
future compliance approved by the Office of Human Relations.


 


(d)                                 Recommend
that any Contracting Department refrain from entering into further contracts,
or extensions or other modifications of existing contracts, with any
noncomplying contractor, until such contractor has satisfied the Office of
Human Relations that such contractor has established and will carry out
personnel and employment policies in compliance with the provisions of its
contract.


 


IV.           Whenever
a Contracting Department cancels or terminates a contract, or whenever a
contractor has been disqualified from further County contracts because of
noncompliance with the contract provisions with regard to affirmative action to
provide equal employment opportunity, the Office of Human Relations shall
promptly notify the Chief Executive Officer and the Wayne County
Commission.  Upon a decision by the
Office of Human Relations, said parties of Interest may have the right to
appeal to the Chief Executive Officer and the Wayne County Commission.


 


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