Introduction

AIRLINE COMPETITION PLAN

Submitted for the

Minneapolis-St. Paul International Airport

On behalf of the

Minneapolis-St. Paul Metropolitan Airports Commission

September 29, 2000

INTRODUCTION

Under recently enacted legislation (the Wendell H. Ford Aviation Investment and Reform

Act for the 21

Century, or “AIR-21”), large and medium hub airports that meet a certain

threshold of concentration are required to submit competition plans. The Minneapolis-St.

Paul International Airport (“MSP” or “Airport”) meets the standards set out in AIR-21, as

it is a large hub airport with more than 50% of its traffic served by a single carrier,

Northwest. MAC welcomes this opportunity to present its ongoing efforts to expand

airport facilities necessary for vibrant competition and to secure competitive air service in

its major markets.

This competition plan is filed with regard to the Airport on behalf of the airport sponsor,

the Minneapolis-St. Paul Metropolitan Airports Commission (“MAC”). MAC intends to

seek both Airport Improvement Program grants and Passenger Facility Charge approval.

MSP is located in Hennepin County, Minnesota, and serves the aviation needs of

Minnesota and the Upper Midwest region, as well as serving as a major connecting hub

for Northwest Airlines’ worldwide network. The Airport currently is served by 13 major

and national, 3 foreign flag, 4 regional and commuter, 6 all-cargo, and approximately 3

charter carriers, as shown below. Approximately 62% of the passenger traffic using MSP

is carried by Northwest Airlines, with another 18% carried by privately-held Mesaba, a

Northwest affiliate.

Major/

National

Foreign Flag Cargo Regional/

Commuter

Charter

American Air Canada BAX Comair Champion Air

America West IcelandAir DHL Cont. Express Omni International

ATA KLM Emery Great Lakes Ryan International

AirTran Fed Ex Mesaba

Continental Kitty Hawk

Delta UPS

Frontier

Northwest

United

TWA

US Airways

Sun Country

Vanguard

Figure 1

As the governing body of a concentrated hub, MAC has focused its efforts in recent years

on obtaining low-fare competitive service to MSP. Recently those efforts have begun to

bear fruit in MAC’s top O&D market, Chicago. MAC has secured new MSP-Chicago

Charter carrier numbers are approximate because usage by charter carriers fluctuates.

Midway service with additional beyond markets. AirTran Airways started service from

MSP to Chicago Midway on June 10, offering 4 daily round trips, with continuing service

to Atlanta. A month later, American Trans Air started service on that route, also with 4

daily round trips, offering continuing service to Philadelphia, LaGuardia, Indianapolis,

and Fort Lauderdale.

In addition, MSP passengers have benefited from Sun Country

Airlines’ decision to convert from charter to scheduled service on June 1, 1999.

The charter market is also an active source of competitive air service at MSP; the Airport

is the single largest charter market in the U.S. Of MSP’s 510,421 operations in 1999,

10,600, or 2%, were charter flights. As a result of the high level of charter activity,

1,303,627 passengers, or 3.9% of MSP’s total passengers, flew on charter operations in

1999. As discussed below, MAC is currently constructing a new Humphrey Terminal,

expanding and improving the facilities available to charter air carriers at MSP.

In recent years, MAC’s actions as a “competition advocate” have included initiating new

contacts with 34 airlines (and continuing contacts with others) to explore possibilities for

new air service to MSP. Since February 1998, 4 airlines have begun service, including

AirTran and ATA (discussed above), international carrier Icelandair, and Kiwi (since lost

to bankruptcy). MAC is in ongoing discussions with numerous domestic and

international carriers, and anticipates announcing additional service in December 2000.

Finally, recent announcements by Northwest indicate that it will begin winter-season

service to Puerto Vallarta, Mexico; Punta Cana, Dominican Republic; and Grand

Cayman, West Indies, in December.

MAC’s POLICY ON REASONABLE AIR CARRIER ACCESS

MAC strives to accommodate all air carriers because competition benefits the region’s

economy, enhances employment opportunities connected to aviation, and helps keep per-

passenger airport costs at a very reasonable level. In addition, MAC recognizes that, by

having accepted Federal grants, it has undertaken a legal obligation to provide reasonable

air carrier access at MSP. Accordingly, MAC has made and will continue to make every

effort to accommodate all air carriers at MSP. MAC is familiar with the recent U.S.

Department of Transportation report entitled “Airport Business Practices and Their

Impact on Airline Competition” (September, 1999). While MAC does not necessarily

concur in all of the legal conclusions advanced by DOT in Chapter 2 of that report, MAC

will continue to be proactive in increasing air carrier competition at MSP.

The following material presents MAC’s actions to enhance competition and reduce or

eliminate barriers to entry at the Airport in the format suggested by the Federal Aviation

Administration (“FAA”) Program Guidance Letter on this topic, PGL-003.

Most recently, Vanguard Airlines announced on September 18, 2000 that it will be discontinuing its

service between MSP and Chicago-Midway as of October 11, 2000, due to competition from AirTran,

American Trans Air, and Northwest which drove down fares and revenues on the route. However,

Vanguard's withdrawal from the Midway market will coincide with the launch of low-fare service by Sun

Country Airlines to Chicago's O'Hare International Airport.

I. AVAILABILITY OF GATES AND RELATED FACILITIES

A. Number of gates available at the airport by lease arrangement, i.e.,

exclusive, preferential or common use

MSP has two terminal buildings, the Lindbergh Terminal and the Humphrey Terminal.

Earlier this year, MAC entered into a new Airline Operating Agreement and Terminal

Building Lease (“Lease”) with the signatory air carriers serving MSP, a copy of which is

attached as Exhibit A.

The various provisions of that agreement are described, as

relevant, in a number of sections below. MAC had forwarded those draft sections of the

evolving lease document that related to airline competition to DOT/FAA for review and

comment during 1999.

The Lindbergh Terminal: The Lindbergh Terminal has 74 jet gates on four concourses.

A graphic depiction of the Lindbergh Terminal showing existing gate assignments is in

Exhibit B (Existing Gate Assignments, July 10, 2000). In order to make it easier for

travelers to find their way around the Airport, MAC has recently renamed its concourses.

As of September, 2000, what were formerly the Green (and Green Expansion), Green

Pod, Blue, Red, and Gold Concourses are known, respectively, as Concourses C through

G. MAC is in the process of expanding the Lindbergh Terminal; four gates have been

already added to Concourse C, with eight more Concourse C jet gates and a 30-gate

Regional Terminal (which will be Concourses A and B) opening in July 2002.

Of the 74 Lindbergh Terminal jet gates, Northwest Airlines leases 57. The other gates

are leased as follows: AirTran (1); USAirways (1); American Trans Air (1); TWA (1);

United (3); Continental (2); Delta (3); American (3); Vanguard (1); America West (1).

Mesaba and Great Lakes Aviation use the Temporary Regional Terminal, which was

financed and constructed by Northwest on land leased from MAC.

There are seven short-term gates in the Lindbergh Terminal. The leases in effect at those

gates provide, in ¶IV.H, that MAC may, in its discretion, cancel the lease of a Short Term

Gate if an airline not presently leasing a gate directly from MAC or not currently

providing air service to the Airport is proposing to add additional air service and desires

to lease a gate directly from MAC. MAC would issue a Notice of Cancellation, effective

in 90 days, and would work with the leasing airline to accommodate that airline’s

scheduled operations elsewhere. Any unamortized costs for improvements would be

reimbursed. Airlines that are leasing only a single holdroom from MAC may seek to

have the Short Term Gate designation removed (thus converting the gate to a standard

preferential use lease) by showing financial regularity and an average daily gate use of

seven departures/day for the preceding 12 months.

The Humphrey Terminal: The existing Humphrey Terminal has four gates. Three of

those are leased by Sun Country Airlines under a preferential use lease; Sun Country

provides both scheduled and charter service from those gates. The fourth gate is a

common-use gate. A new and expandable 8-gate Humphrey Terminal will open in May

2001.

The Lease, which has a retroactive effective date of January 1, 1999, was signed early in 2000.

B. Gate-use monitoring policy

MAC monitors gate use monthly based on both actual and scheduled operations. This

information is provided in the Monthly Air Service Report. A gate utilization forecast

plot is prepared based on scheduled operations published in the Official Airline Guide

(“OAG”); see Exhibit C, MSP Gate Utilization Forecast Scheduled Jet Service – August

2000. This chart enables MAC staff to have a visual overview of available gate capacity.

In addition, MAC tracks what types of aircraft, with what seat capacity, are scheduled by

the airlines in order to get an overall sense of whether gates are being used efficiently.

C. Differences, if any, between gate-use monitoring policy at PFC-

financed facilities subject to PFC assurance #7 and other gates. Has

PFC competitive assurance #7 operated to convert previously

exclusive-use gates to preferential-use gates or has it caused such gates

to become available to other users?

MAC has not funded construction of Lindbergh Terminal gates with PFCs. MAC did use

PFCs to finance construction of the International Arrivals Facility, and in that process

converted gates that had been previously leased to Northwest on an exclusive-use basis to

preferential-use. Those gates are now subject to a priority system for use that was

reviewed by FAA before being put into place.

The new 8-gate Humphrey Terminal will be funded with PFCs. The leases for that

facility will comply with the requirements of PFC Assurance #7.

D. Gate utilization (departures/gate) per week and month

There are 520 daily scheduled departures from the Lindbergh Terminal jet gates each

day, equating to 3640/week and approximately 15,773/month.

See Exhibit D, MSP Gate

Utilization – Scheduled Jet Operations by Airline – August 2000. This averages out to

7.03 daily departures per gate, equating to 49.2 departures/gate/week and approximately

213.2 departures/gate/month.

A sense of how those operations are distributed across the Lindbergh jet gates can be

gained by looking at Exhibit C, the plot of daily scheduled MSP gate utilization. A

rough

distribution of departures per airline per leased gate is shown in Figure 2 below.

These calculations include 71 daily operations by Northwest affiliates’ regional jets. Mesaba and Great

Lakes Aviation (dba United Express) operate propeller flights out of the Temporary Regional Terminal that

are not included in the scheduled jet departure figures.

This distribution is approximate because it does not take into account some variation due to signatory

airline flights hosted (for operational reasons) on other than those airlines’ leased gates; it also does not

take into account 4 departures by non-leasing airlines (Frontier, Icelandair, and KLM) using gates under

handling agreements.

Air carrier Number of gates

leased from MAC

Number of daily

departures

Approximate daily

departures per

leased gate

Air Tran Airways 1 4 4

America West 1 4 4

American 3 18 6

American Trans Air 1 4 4

Continental 2 12 6

Delta 3 17 5.67

Northwest 57 405 7.11

TWA 1 10 10

United 3 26 8.67

USAirways 1 8 8

Vanguard

1 8 8

Figure 2

In addition, there are 18 daily scheduled departures from Humphrey Terminal gates,

equating to 126/week and approximately 546/month. This averages out to 4.5 daily

departures per gate, equating to 31.5 departures/gate/month and 136.5

departures/gate/month. The four gates at the Humphrey Terminal also handle charter air

carrier arrivals at MSP, which are not published in the OAG and thus not included in

these calculations.

E. Policy regarding “recapturing” gates that are not being fully used

MAC pursues a practical approach that is intended to maximize the efficient use of

airport facilities. There are seven Short Term Gates that are allocated based on air carrier

representations about need, and when usage does not reach the predicted levels, those

gates may under certain circumstances be reclaimed. Recently, for example, Gate E4 was

reclaimed from United Airlines for failure to meet use predictions.

F. Use/lose or use/share policies for gates and other facilities

The Lease includes “use it or share it” provisions (§IV.E) requiring accommodation of

other airlines within the leased premises of the signatory airlines.

The process for accommodating an airline needing space (“requesting airline”) has three

stages. First, if MAC has space available to lease directly, it will do so. Second, if MAC

does not have space available for direct lease, it will accompany the requesting airline in

meetings with the incumbent airlines in an effort to negotiate a voluntary sublease or

handling agreement. Finally, if neither of these approaches proves fruitful, MAC can

unilaterally require an airline to accommodate a requesting airline in its premises “in

furtherance of the public interest of having the Airport’s capacity fully and more

effectively utilized” in order to comply with any governmental order or grant assurance;

Vanguard has advised MAC that service levels will fluctuate over the winter months as it adjusts its

schedules. MAC will monitor the gate utilization situation closely.

to implement a capital project at the Airport; or to facilitate the providing of new or

additional air service at the Airport when no incumbent airline is willing to accommodate

the requesting airline’s operational needs at reasonable costs or on reasonable terms.

In addition, Northwest Airlines has agreed to make available its leased wide-body or

Boeing 757 gates on an as-needed basis for scheduled service by Boeing 757 or larger

aircraft.

G. Plans to make gates and related facilities available to new entrants or

to air carriers that want to expand service at the airport; methods of

accommodating new gate demand by air carriers at the airport

(common-use, preferential-use, or exclusive-use gate); and length of

time between when an air carrier initially contacts the airport and

could begin serving it

New gates will become available at MSP over the next few years, beginning with 8 gates

in the new Humphrey Terminal in May 2001. The new Humphrey terminal will be

ultimately expandable to 20 gates, with that expansion to be driven by air carrier demand

for those facilities. In addition, eight more gates are being constructed on Concourse C

of the Lindbergh Terminal; those gates will come into service in July 2002.

Those new gates will be allocated to carriers based on MAC’s evaluation of need,

including the operational characteristics of carrier operations (for example, service by a

wide-body aircraft may occupy two gates). For incumbent carriers seeking additional

gate space, allocation will be based on added frequencies or service to new destinations,

since the need for additional gates arises when the airline is required to service an

additional aircraft on the ground at the same time as preexisting flights.

In general, the gates at MSP are currently fully utilized. As discussed above, any carrier

that seeks additional gate space at MSP is invited to enter into fact-specific discussions

with the airport staff, who will seek to accommodate the carrier’s needs after examining a

range of factors including the specific operations planned, and the size and operational

requirements of the aircraft to be used.

There is no history of air carriers being refused adequate access at MSP. MAC is

prepared to find accommodations for all air carriers requesting facilities without any

unreasonable delay.

H. How are complaints of denial of reasonable access by a new entrant or

an air carrier that wants to expand service resolved?

There have been no cases in which an air carrier that was ready and willing to begin or

expand service to MSP has been unable to do so due to inability to secure reasonable

access to needed facilities.

I. Number of carriers in the past year that have requested access or

sought to expand, how they were accommodated, and the length of

time between any requests and access

Carrier requesting access

or expansion

Accommodation provided Length of time between

initial request and

beginning of service

Sun Country Airlines 3 Humphrey Terminal

Gates

6 months

AirTran Airways Gate E1 3 months

American Trans Air Gate E4 2 months

United Airlines Gate E4 6 months

Vanguard Gate C8 6 months

American Trans Air Seasonal accommodation at

NW leased gates in

Lindbergh Terminal for

each charter season

2 months

Ryan International Seasonal accommodation at

NW leased gates in

Lindbergh Terminal for

each charter season

2 months

Champion Air Accommodation at the

Humphrey Terminal

for charter purposes

2 months

Omni International Accommodation at the

Humphrey Terminal

for charter purposes

2 months

Northwest Airlines 4 gate expansion on

Concourse C

2 years (for construction of

new gates)

Figure 3

II. LEASING AND SUBLEASING ARRANGEMENTS (IDENTIFY OR

DESCRIBE)

A. Whether a subleasing arrangement with an incumbent carrier is

necessary to obtain access

As described above, a subleasing arrangement with an incumbent carrier is one way, and

perhaps the simplest way, for a requesting carrier to gain access to the Airport. If a

sublease is not available on reasonable terms, other avenues are open to the requesting

carrier (such as a request for allocation of a Short Term Gate). MAC’s support is

available to the carrier to assist in negotiation of reasonable sublease or groundhandling

terms or as needed in pursuing other options.

B. How the airport assists requesting airlines obtain a sublease

MAC will assist a new entrant or expanding air carrier by identifying those incumbent air

carriers whose schedules appear to be able to accommodate the additional activity. It will

accompany the new entrant or expanding air carrier in its contacts with incumbent air

carriers and provide other requested information or support. Also, the Lease requires

MAC consent for all subleases. This will assist any new entrant or expanding air carrier

in obtaining a fair sublease.

C. Airport oversight policies for sublease fees and groundhandling

arrangements

MAC receives and reviews copies of all subleases and groundhandling contracts at the

Airport. MAC does not consent to subleases that are not fair. MAC’s review assists in

keeping the terms of subleases and the prices for ground handling services fair,

reasonable and non-discriminatory.

D. Airport policies regarding sublease fees (e.g., no more than 15 percent

above the standard airport-determined fee)

The Lease requires that carriers entering into subleases not charge more than 115% of

cost to their subtenants, and MAC’s consent is required for all subleases. MAC does not

consent to subleases that have excessive fees and requirements. MAC’s review assists in

keeping sublease fees fair, reasonable and non-discriminatory.

E. How complaints by subtenants about excessive sublease fees or

unneeded bundling of services are resolved

MAC has received only one formal complaint from a subtenant about excessive sublease

fees or unneeded bundling of services. In that case, Vanguard complained that TWA was

proposing to charge it an excessive fee for use of TWA’s bag belt. Airport staff

intervened directly with TWA and negotiated a resolution that was acceptable to

Vanguard.

F. How independent contractors who want to provide ground handling,

maintenance, fueling, catering or other support services, but have

been unable to establish a presence at the airport, are accommodated

Groundhandling services may be provided at the airport by any qualified provider.

Currently, two independent contractors, Signature and ATS, provide third-party

groundhandling services. In addition, airlines are permitted to provide groundhandling

services to other airlines subject to MAC’s reasonable rules and regulations.

G. Are formal arrangements in place to resolve disputes among air

carriers regarding the use of airport facilities?

The Lease and airport rules and regulations control the types of uses that air carriers may

make of airport facilities. If an air carrier is not using its space according to the terms of

the Lease and in accordance with the rules and regulations, MAC may direct the air

carrier to correct the situation. MAC’s Executive Director is given considerable

discretion in resolving conflicts concerning the use of airport facilities.

III. PATTERNS OF AIR SERVICE (IDENTIFY OR DESCRIBE)

A. Number of markets served

As a major hub airport and a spoke for all the major air carriers, MSP has air service to

virtually every market in the world. MSP’s top O&D market is Chicago (with service to

both O’Hare and Midway) with 1547 daily passengers travelling in that market during

1999 (790 via Midway, and 757 via O’Hare). On an airport-by-airport basis, MSP’s top

O&D markets during that quarter are shown below.

1999 Rank Market/Airport Daily

passengers

Lowfare carrier

in market?

1 Chicago-Midway (MDW) 790 Yes

2 Chicago-O’Hare (ORD) 757 Yes (to MDW)

3 Denver (DEN) 751 Yes

4 Phoenix (PHX) 710 Yes

5 Dallas (DFW) 601 Yes

6 San Francisco (SFO) 601 Yes

7 Los Angeles (LAX) 598 Yes

8 Atlanta (ATL) 557 Yes (via MDW)

9 Orlando (MCO) 506 Yes

10 Boston (BOS) 469 Yes

11 Seattle (SEA) 452 Yes

12 New York-LaGuardia (LGA) 427 Yes (to JFK)

13 Kansas City (MCI) 423 Yes

14 Detroit (DTW) 404 Yes

15 Las Vegas (LAS) 395 Yes

Figure 4

In addition, as noted above, MSP has an extensive charter air service market. During the

1999-2000 charter season, charter carriers serving MSP offered flights to a wide range of

markets. These included three of MSP’s top O&D markets (Orlando, Phoenix and Las

Vegas) as well as Acapulco, Cancun, Cozumel, Fort Lauderdale, Fort Myers, Honolulu,

Grand Cayman, Ixtapa, Mazatlan, Montego Bay, Nashville, Puerto Plata, Puerto Vallarta,

Reno, and Sarasota.

B. Number of markets served on a nonstop basis; average number of

flights per day

As of the date of writing, MSP has nonstop air service to approximately 125 markets.

Exhibit E is a map of nonstop passenger service points from MSP, entitled Jet &

Commuter Traffic and Capacity Analysis—Nonstop Service Points. Exhibit F is a chart

listing, for each passenger air carrier, nonstop destinations, average daily departures, and

average daily seats, entitled Jet & Commuter Traffic and Capacity Analysis – Nonstop

Service Overview. As shown in Exhibit E, in the 4

Quarter of 1999, there were

approximately 622 daily departures (including both jet and propeller flights by passenger

carriers). Currently, there are approximately 673 daily departures.

C. Number of small communities served

MSP has service to 57 non-stop markets located in Metropolitan Statistical Areas with

populations under 500,000.

D. Number of markets served by low-fare carriers

On its website (http://ostpxweb.ost.dot.gov/aviation/ ) DOT defines low-fare carriers as

Access Air, Air South, AirTran, American Trans Air, Carnival, Frontier, Kiwi, National

Airlines, Pro Air, Reno, Southwest, Spirit, Sun Country, Vanguard, and Western Pacific.

Using DOT’s definitions, DOT’s 1999 data show low-fare service from MSP in 18 city-

pair markets, 13 long-haul, and 5 short-haul. This includes service by Frontier,

Vanguard, and Sun Country (which offers charter service in addition to the scheduled

service included in DOT’s data). In addition, since DOT’s data were compiled, MSP has

gained service by AirTran and American Trans Air.

E. Number of markets served by one carrier

Forty-five markets are served nonstop by a single carrier.

F. Number of new markets added or previously served markets dropped

in the past year

Four new markets have been added in the past year (Houston Intercontinental (IAH),

Lansing (LAN), San Antonio (SAT) and New York-JFK Airport (JFK)) and three

markets have been dropped (Oslo, Norway (OSL), Houston-Hobby (HOU), and Ely, MN

(LYU).

IV. GATE ASSIGNMENT POLICY (IDENTIFY OR DESCRIBE)

A. Gate assignment policy and method of informing existing carriers and

new entrants of this policy (including standards and guidelines for

gate usage and leasing, such as security deposits, minimum usage, if

any, fees, terms, master agreements, signatory and nonsignatory

requirements)

Gates are assigned based on the review of the various air carriers' requests, their intended

use and the physical limitations of the gates. Currently, carriers inquiring regarding new

or additional gates meet with MAC staff regarding their operational plans and

requirements, and are given a new entrant package that both informs them regarding

MAC’s gate use policies and requests information from them about their planned

operation. The new entrant package includes a copy of the current Lease; information on

security deposits, fees, and insurance; an airline service documentation form requesting

information about the planned operation (effective date, proposed schedule, aircraft type,

passenger estimates, numbers of intended operations, airline headquarters and contact

person); and directions regarding contacting the Minnesota Pollution Control Agency for

a general stormwater permit.

The number of turns/gate needed to justify lease of a Lindbergh Terminal gate by a

carrier from MAC depends on the availability of and demand for gates at the time the

decision is being made. MAC has a number of short-term gates available that are, under

certain circumstances, subsequently convertible to preferential use. Recently, for

example, AirTran was given its gate on a short-term permit based on 4 turns/day.

America West also has a short-term gate for 4 turns/day. Approximately 7

turns/gate/day, and evidence of financial regularity, are needed to convert a short-term

gate into a preferential use gate.

For a gate assignment policy to be effective, the policy must be kept up to date, and

incumbent and new entrant carriers must find it simple to become aware of its provisions.

MAC is in the process of updating and consolidating its new entrant informational

materials. MAC plans ultimately to publish on its web site all relevant information that

an air carrier may wish to know about serving MSP (signatory status, security deposit

requirements, etc.).

B. How announcements are made to tenant air carriers when gates

become available. Do all tenant air carriers receive information on

gate availability and terms and conditions by the same process at the

same time?

When gates become available, the process is public and open and equally visible to all

interested air carriers. Gates will become available as the construction process for the

new Humphrey Terminal progresses, and all carriers are equally aware of that process.

C. New policies that have been adopted or actions that have been taken

to ensure that new entrant carriers have reasonable access to the

airport and that incumbent carriers can expand their operations

The accommodation language included in the new Lease was designed to improve access

to the Airport by new entrants and incumbents wishing to expand their operations. In

addition, MAC is expanding its gate use monitoring to identify underused facilities that

could be made available.

On August 8, 1997, while MAC was preparing to begin negotiation of the Lease, MAC

sent a letter to 66 passenger air carriers (including all domestic passenger carriers)

inviting them to participate in the process and asking that they advise MAC if they

anticipated needing gate space at MSP. Approximately a dozen carriers responded,

enabling MAC to take the information provided by those carriers into consideration

during the negotiation process.

V. FINANCIAL CONSTRAINTS (IDENTIFY OR DESCRIBE)

A. The major source of revenue at the airport for terminal projects

The 2010 Plan is MAC’s $2.68 billion long-term capital improvement program to

modernize the airport system, increase operational capacity, and improve operational

flexibility. $365 million in terminal projects are among the elements to be financed

through the integrated plan. Financing will include $1.1 billion in GARBs, $113 million

in leveraged Federal grants, $480 million in leveraged PFCs, MAC funds, pay-as-you-go

PFCs, and Federal and state grants.

B. Rates and charges methodology (residual, compensatory or hybrid)

The new Lease provides for compensatory rates and charges at the Lindbergh Terminal

and residual rates and charges on the airfield. Fees for nonsignatories are imposed on a

per-operation basis at a rate set by ordinance.

C. Past use, if any, of PFCs for gates and related terminal projects

MAC has not used its PFCs for the construction of gates or holdrooms. PFCs have been

used its PFCs for terminal improvements, including construction of roadway and ground

transportation improvements at MSP’s Lindbergh Terminal. Those improvements

replaced deteriorated roadways of insufficient capacity in front of the terminal,

constructed alternative pedestrian crossings that eliminated dangerous at-grade crossings,

and made possible the elimination of rental car shuttles that were taking up needed

roadway capacity. PFCs have also been used to relocate security checkpoints in order to

improve passenger traffic flow within the Lindbergh Terminal.

VI. AIRPORT CONTROLS OVER AIRSIDE AND GROUNDSIDE

CAPACITY (IDENTIFY OR DESCRIBE)

A. Majority-in-interest (MII) or “no further rates and charges” clauses

covering groundside and airside projects

Majority-in-interest or MII clauses are contractual provisions in Airline Use and Lease

Agreements that grant air carriers signatory to those agreements control (in varying

degrees) over capital improvements at an airport. The justification for such provisions is

that air carriers which have obligated themselves to pay landing fees and terminal rentals

at an airport should have some control over the decision to build capital facilities the

costs of which will increase those fees. MII clauses vary in the definition of the

“majority” and in whether the majority must approve a project, may disapprove a project,

or may simply delay a project. They also vary in the degree to which defined classes of

projects or projects below threshold amounts are excluded from the approval/disapproval

process.

MAC and its signatory carriers recently negotiated a new Airline Operating Agreement

and Terminal Building Lease. The term of that Lease runs through December 31, 2010.

The Lease includes both a “no other fees and charges” provision (§V.G) and MII review

of capital projects (§VII.B).

MAC’s MII provision applies only to capital projects in the airfield cost center with gross

project costs exceeding $1,000,000. The costs of such projects cannot be passed through

to the carriers unless the project receives MII approval. MII approval is deemed to be

received unless written disagreement is received from the MII directly or the head of the

MSP Airport Affairs Committee certifies to MAC that the MII disapprove the project.

The MII is defined, in §I.A.31, as “the Signatory Airlines who (a) represent no less than

50 percent in number of the Signatory Airlines operating at the time of the voting action

and (b) paid no less than 40 percent of landing fees incurred by Signatory Airlines during

the preceding Fiscal Year.”

Under the Lease, MAC’s 2010 Plan Airfield Programs are deemed to be approved by the

MII (subject to certain limitations on cost escalation or scope changes for such projects).

In addition, MII review does not apply to projects outside of the airfield cost center;

projects needed to comply with orders of jurisdictional agencies or court orders; or

projects needed in the airfield cost center to repair casualty damage.

B. List any capital construction projects that have been delayed or

prevented because an MII was invoked

Historically, the carriers have used the MII process on rare occasions to delay certain

projects in order to encourage MAC to refine the planning for those projects. There has

been little use of the MII at MSP for any reason, and, in MAC’s estimation, no use for

anti-competitive reasons.

C. Plans, if any, to modify existing MII agreements

Because the MII language in effect at MSP is contained in a newly negotiated agreement

running until 2010, there are no current plans to modify that language.

VII. WHETHER THE AIRPORT INTENDS TO BUILD OR ACQUIRE GATES

THAT WOULD BE USED AS COMMON FACILITIES (IDENTIFY OR

DESCRIBE)

MAC staff is currently considering the possibility of converting some gates at the

Lindbergh Terminal to common use.

A. The number of common-use gates available at the airport today

There are no common-use gates available at the Lindbergh Terminal. One of the four

gates at the current Humphrey Terminal is a common use gate.

B. The number of common-use gates the airport intends to build or

acquire, timeline, and intended financing arrangements for those

common-use gates

When the new Humphrey Terminal opens in May 2001, some of the eight gates in that

terminal will be common use gates equipped with “Common Use Terminal and

Equipment” or “CUTE” systems. The CUTE system permits any airline using the

terminal to check in and board its passengers at any ticket counter and gate, maximizing

the efficient use of airport facilities. The current expectation is that four of the eight

gates will be common use gates, but that number may increase after further consultation

with the carriers using the facility.

C. Are any air carriers that have been serving the airport for more than

three years relying exclusively on common-use gates?

Champion Air and Omni International operate out of the Humphrey Terminal common

use gate. In addition, they may be accommodated at the Sun Country gates in that

terminal when capacity is available.

D. Whether common-use gates will be constructed in conjunction with

gates leased through exclusive- or preferential-use arrangements

The new Humphrey Terminal, opening May 2001, is currently predicted to have four

common-use and four preferential-use gates.

E. Whether gates being used for international service are available for

domestic service

Both of the MSP passenger terminals have international arrival facilities. International

charters use primarily the Humphrey Terminal.

International scheduled service uses the Lindbergh Terminal International Arrivals

Facility, or “IAF”. The IAF is served by Gates 1 through 10 and associated passenger

loading bridges, ramp access and lobby and baggage facilities currently leased to

Northwest Airlines. International use of the gates serving the IAF is carved out of

Northwest’s leasehold.

MAC has established a system of priorities for use of the IAF gates, as follows: First;

International Regularly Scheduled Airline Service; second, Northwest or Northwest

Affiliated Airline domestic arrivals and departures; and, third, non-scheduled irregular or

delayed international charter arrivals (when the expected delay to use the Humphrey

facility will exceed 90 minutes and the use of an IAF gate to speed up handling of that

unscheduled flight will not interfere with the scheduled use of that gate.) FAA reviewed

MAC’s system of priorities for the IAF gates before it was adopted by MAC.

F. Do carriers that only serve domestic markets now operate from

international gates?

MSP has international gates at both the Lindbergh and the Humphrey Terminals. At the

Lindbergh, domestic service at the international gates (when not needed for international

flights) is operated by Northwest. Itinerant carriers that only serve domestic markets may

operate from the international gates at the Humphrey Terminal.

VIII. AIRFARE LEVELS COMPARED TO OTHER LARGE AIRPORTS

A. Summarized data for the airport showing each carrier’s local

passengers, average fares, market share (based on passengers), and

average passenger trip length (Source: Table 1 of DOT data)

As the data show, in 1999 Northwest and its affiliated carriers carried the majority (62%)

of the local passengers originating at and destined for the area served by MSP.

(Northwest and Mesaba’s overall market share of 80% includes significant numbers of

passengers changing planes at the hub; according to Northwest, approximately 66% of

their passengers are connecting, with 34% O&D.)

Low-fare scheduled carriers (as defined by DOT) have thus far made only a small inroad

into the local passenger market, with Frontier, Vanguard, and Sun Country carrying a

total of 8% of MSP’s 1999 local passengers.

(MAC anticipates that low-fare carriers

may show growth in 2000, since Sun Country switched to scheduled service mid-way

through 1999, and AirTran and American Trans Air are entering the market in 2000.) In

addition, 1,303,627 passengers flew on charter air carriers in the MSP market in 1999.

On September 25, 2000, Sun Country released a report (Predatory Practices by Northwest Airlines: the

Monopolization of Minneapolis-St. Paul, by Prof. Paul Stephen Dempsey (available at

http://www.suncountry.com/abou/pressmono.htm)) critical of Northwest, claiming that Northwest is

engaging in predatory behavior intended to drive low-fare competitors from the MSP market. Although

MAC understands that Northwest disagrees with Sun Country’s assertions, as of the date of submission of

this Competition Plan, Northwest had not yet issued a formal response.

Air carrier code Local

assen

ers

Average fare Average trip

len

Market share

99 (Interline

transfers)

304,980 $275.17 1,171 2%

(

American

)

650,980 $206.02 913 5%

(

Continental

)

287,820 $257.88 1,018 2%

(

Delta

)

726,050 $208.44 1,055 6%

(

Frontier

)

92,550 $154.61 1,094 1%

HP (America West) 253,250 $174.52 1,375 2%

(

Van

uard

)

342,310 $101.61 500 3%

(

Northwest

)

7,742,160 $213.57 949 62%

SY (Sun Country) 485,190 $130.34 1,219 4%

(

TWA

)

427,570 $180.14 895 3%

(

United

)

906,200 $211.49 818 7%

US (US Airways) 306,630 $223.93 941 2%

Total 12

527

200 $206.86 957 100%

Figure 5

B. Summarized data for the airport showing local passengers, average

passenger trip length, average passenger yield, and number of city-

pair markets served disaggregated by distance (markets under and

over 750 miles) and depending on whether a low-fare competitor is

present (Source: Table 2 of DOT data)

As the 1999 data show, the vast majority of city-pair markets including MSP were served

by only traditional air carriers (those not classified by DOT as “low-fare carriers”). Of

the 65 identified short-haul city-pairs, only 5 have service from low-fare carriers. Of the

119 identified long-haul city-pairs, only 13 have service from low-fare carriers.

Short-Haul (<750 Miles) Long-Haul (>750 Miles) All Stage Lengths

Market

Type

City

Pairs

Passengers Stage Length Yield City

Pairs

Passengers Stage

Length

Yield City

Pairs

Passengers Stage

Length

Yield

Non-

Low-

Fare

60 3,160,300 483 $ 0.42 106 6,616,340 1,232 $ 0.19 166 9,776,640 990 $ 0.22

Low-

Fare

5 1,216,900 447 $ 0.28 13 1,533,660 1,283 $ 0.14 18 2,750,560 913 $ 0.17

Total 65 4,377,200 473 $ 0.38 119 8,150,000 1,241 $ 0.18 184 12,527,200 973 $ 0.21

Figure 6

MSP Yields compared to other airports that have similar average passenger trip

lengths, for short-haul markets, long-haul markets, and overall: In short-haul

markets, 37 airports have an average stage length within 50 miles (plus or minus) of

MSP’s average short-haul stage length of 473 miles. Passenger yields in that group range

from a low of $.18/RPM to a high of $.48/RPM. MSP’s passenger yield of $.38/RPM

places it 33

in that group. In long-haul markets, 15 airports have an average stage

length within 50 miles (plus or minus) of MSP’s average stage length of 1,241 miles.

Passenger yields in that group range from a low of $.11/RPM to a high of $.19/RPM.

MSP’s passenger yield of $.18/RPM ties it for 13

place in that group. Overall, 10

airports have an average stage length within 50 miles (plus or minus) of MSP’s average

stage length of 973 miles. MSP’s passenger yield of $.21/RPM ties it for 8

in that

group. Supporting statistics for the above analyses are included as Exhibits G through O.

C. Additional information pertinent to particular circumstances at

individual airport.

The air carriers serving MSP advise MAC that our market is characterized by a higher-

than-average share of business passengers. Our market also benefits from a strong base

of charter traffic, the characteristics of which are not included in the summarized

numbers provided above.

Exhibits:

A. Airline Operating Agreement and Terminal Building Lease, Minneapolis-St.

Paul International Airport.

B. Existing Gate Assignments: July 10, 2000

C. MSP Gate Utilization Forecast: Scheduled Jet Service: August 2000

D. MSP Gate Utilization Forecast: Scheduled Jet Operations by Airline: August

2000

E. Jet & Commuter Traffic and Capacity Analysis—Nonstop Service Points:

August 2000

F. Jet & Commuter Traffic and Capacity Analysis – Nonstop Service Overview:

August 2000

G. Comparison of Yields in Low-Fare Short-Haul Markets

H. Comparison of Yields in Non-Low-Fare Short-Haul Markets

I. Comparison of Yields in Total Short-Haul Markets

J. Comparison of Yields in Low-Fare Long-Haul Markets

K. Comparison of Yields in Non-Low-Fare Long-Haul Markets

L. Comparison of Yields in Total Long-Haul Markets

M. Comparison of Yields in Total Low-Fare Markets

N. Comparison of Yields in Total Non-Low-Fare Markets

O. Comparison of Yields in Total Markets

EXHIBIT A

AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT

BETWEEN

METROPOLITAN AIRPORTS COMMISSION

AND

«Airline_Name»

EFFECTIVE JANUARY 1, 1999

EXHIBIT A

-i-

TABLE OF CONTENTS

Page

I. DEFINITIONS 1

A. DEFINITIONS 1

B. HEADINGS AND CROSS REFERENCES 11

II. TERM 12

III. USE OF THE AIRPORT 13

A. AIRLINE RIGHTS 13

B. EXCLUSIONS, RESERVATIONS, AND CONDITIONS 16

C. USE OF THE INTERNATIONAL ARRIVALS FACILITY 19

IV. PREMISES 20

A. LEASED PREMISES 21

B. EXCLUSIVE/PREFERENTIAL LEASED AREAS 21

C. COMMON BAG CLAIM AREAS 25

D. MEASUREMENT OF SPACE 26

E. ACCOMMODATION OF OTHER AIRLINES 26

F. WIDE BODY AND BOEING 757 ACCESS 29

G. ACCESS 29

H. SHORT TERM GATES 30

I. REGIONAL RAMP 31

J. RELINQUISHMENT OF PREMISES 32

K. MID-TERM RELINQUISHMENT OF PREMISES 32

L. SURRENDER OF PREMISES 33

V. RENTS, FEES, AND CHARGES 35

A. GENERAL 35

B. RENTS, FEES, AND CHARGES 35

EXHIBIT A

-ii-

Page

C. MONTHLY ACTIVITY REPORT 37

D. SECURITY DEPOSITS 38

E. PAYMENT PROVISIONS 39

F. NET AGREEMENT 40

G. NO OTHER FEES AND CHARGES 40

H. PASSENGER FACILITY CHARGES 40

I. NON-WAIVER 41

J. NONSIGNATORY LANDING FEES 41

K. AFFILIATED AIRLINE 41

VI. CALCULATION OF RENTS, FEES, AND CHARGES 42

A. GENERAL 42

B. CALCULATION/COORDINATION PROCEDURES 42

C. LANDING FEES 43

D. ENVIRONMENTAL SURCHARGE 46

E. TERMINAL APRON FEES 46

F. REGIONAL RAMP FEES 47

G. TERMINAL BUILDING RENTS 48

H. CARROUSEL AND CONVEYOR CHARGE 49

I. IAF USE FEES 50

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

VII. CAPITAL EXPENDITURES 52

A. GENERAL 52

B. CAPITAL PROJECTS SUBJECT TO MII REVIEW 53

C. CAPITAL PROJECTS NOT SUBJECT TO MII REVIEW 54

EXHIBIT A

-iii-

Page

D. 2010 PLAN AIRFIELD PROGRAMS 55

VIII. INSTALLATION, MAINTENANCE AND UTILITIES 57

A. OBLIGATIONS OF MAC 57

B. OBLIGATIONS OF AIRLINE 59

IX. DAMAGE OR DESTRUCTION OF PREMISES 61

A. DAMAGE OR DESTRUCTION 61

B. FORCE MAJEURE 62

X. INDEMNITY AND LIABILITY INSURANCE 63

A. INDEMNIFICATION 63

B. LIABILITY INSURANCE 64

C. OTHER INSURANCE 66

D. ENVIRONMENTAL LIABILITY 66

XI. ASSIGNMENT, SUBLETTING, AND GROUND HANDLING 69

A. ADVANCE APPROVAL 69

B. ASSIGNMENT 70

C. SUBLEASE AGREEMENT 70

D. GROUND HANDLING AGREEMENT 71

E. BANKRUPTCY 71

XII. ARBITRATION 73

XIII. SUPPLEMENTAL AGREEMENTS 74

A. GOLD CONCOURSE 74

B. TEMPORARY REGIONAL TERMINAL 77

C. FIS BAG BELT ENCLOSURE 80

D. TERMINAL BUILDING 81

EXHIBIT A

-iv-

Page

E. MONTH TO MONTH PREMISES 81

XIV. EVENTS OF DEFAULT; REMEDIES 82

A. EVENTS OF DEFAULT 82

B. REMEDIES 83

XV. TERMINATION 85

A. TERMINATION BY MAC 85

B. TERMINATION BY AIRLINE 85

C. TERMINATION BY GOVERNMENT TAKING 86

XVI. GENERAL PROVISIONS 87

A. INTERPRETATION 87

B. COMPLIANCE WITH LAW 87

C. CIVIL/HUMAN RIGHTS LAWS 90

D. ECONOMIC NONDISCRIMNATION 91

E. GRANTING OF MORE FAVORABLE TERMS 91

F. CONSENTS, APPROVALS, AND NOTICES 92

G. WAIVER 92

H. APPLICABLE LAW AND FORUM SELECTION 93

I. SUCCESSORS 93

J. INSPECTION 93

K. QUIET ENJOYMENT 94

L. NON-LIABILITY OF AGENTS AND EMPLOYEES 94

M. NO PARTNERSHIP OR AGENCY 94

N. SECURITY 94

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

EXHIBIT A

-v-

Page

P. NO EXCLUSIVE RIGHT 96

Q. CONCERNING DEPRECIATION AND INVESTMENT CREDIT 96

R. ATTORNEY’S FEES 97

S. SAVINGS 97

T. MASTER TRUST INDENTURE 97

U. TERMINATION OF PRIOR AGREEMENTS 98

EXHIBIT A

-vi-

EXHIBITS

A - Airport Layout Plan

B - Airfield

C - Terminal Building

D - Terminal Apron/Terminal Ramp

E - Gold Concourse

F - Landside Area

G - Other Areas

H - International Regularly Schedule Airline Service Criteria

I - 2010 Plan

J - Premises

K - Guidelines for Administering Validated Airport Parking

L - Regional Aircraft Parking Plan

M - Indirect Cost Center Allocations

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

O - Initial Rentable Square Footage

P - Maintenance Responsibility Matrix

Q - Regional Terminal Square Footage

R - FIS Bag Belt Enclosure

S - Terminal Building Self-Liquidating Projects

T - Month to Month Premises

EXHIBIT A

-1-

AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE

MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT

THIS AGREEMENT (hereinafter referred to as “Agreement” or “Airline Operating

Agreement and Terminal Building Lease”), effective as of January 1, 1999, by and between the

Metropolitan Airports Commission, a public corporation under the laws of the State of Minnesota

(hereinafter referred to as “MAC” or “Commission”), and «Airline_Name», a corporation organized

and existing under the laws of the State of «State_of_Incorp» and authorized to do business in the

State of Minnesota (hereinafter referred to as “AIRLINE”).

WHEREAS, MAC owns and operates the Airport (as hereinafter defined) and has the

power to grant rights and privileges thereto; and

WHEREAS, AIRLINE operates an Air Transportation Business (as hereinafter defined) and

desires to use or lease from MAC certain premises and facilities and to acquire from MAC certain

rights and privileges in connection with its use of the Airport;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and

agreements herein contained, MAC and AIRLINE agree as follows:

I. DEFINITIONS

A. DEFINITIONS

1. “Affiliated Airline” means an Airline other than AIRLINE that (a) operates

aircraft of 72 passenger seats or less at the Airport and is party to a code

share agreement with AIRLINE applicable to such Airline’s flights to and

from the Airport, (b) has signed an Airline Operating Agreement and

Terminal Building Lease similar to the form of this Agreement, and (c) has

been designated in writing by AIRLINE as an “affiliate” of AIRLINE.

2. “Air Operations Area” and “AOA” shall be interchangeable terms and both

terms shall mean any area of the Airport used or intended to be used for

landing, taking off, or surface maneuvering of aircraft, including the tug

drive and all other areas shown on Exhibit A or as amended by the

Executive Director, within that portion of the Airport which is enclosed by

fencing, walls, or other barriers and to which access is controlled through

designated entry points, but excluding all exclusive leasehold areas.

3. “Air Transportation Business” means the carriage by aircraft of persons or

property as a common carrier for compensation or hire, or the carriage of

mail by aircraft in commerce, and activities directly related thereto.

4. “AIRLINE” means the entity that has executed this Agreement.

5. “Airline” means an entity (including AIRLINE) that operates an Air

Transportation Business at the Airport.

EXHIBIT A

-2-

6. “Airport” means Minneapolis-St. Paul International Airport located in

Hennepin County, Minnesota, including but not limited to those

contiguous and non-contiguous areas shown on Exhibit A attached hereto

and incorporated herein, together with any additions thereto, or

improvements or enlargements thereof, hereafter made, whether

contiguous or not.

7. “Airport Cost Centers” means areas of the Airport and the Airport System

to be used in accounting for airport revenues and expenses and for

calculating and adjusting certain rents, fees, and charges described

herein, as shown in Exhibits B, C, D, E, F and G as such areas now exist

or may hereafter be modified or extended, and as more particularly

described below. Such Exhibits B, C, D, E, F and G shall be updated

periodically to reflect changes to Airport Cost Centers.

a. “Airfield” means the runways, taxiways, approach and clear zones,

safety areas, infield areas, landing and navigational aids, and

other facilities and land areas which are not leased to any entity

and are required by or related to aircraft operations (landings,

takeoffs, and taxiing) at the Airport and other facilities as generally

shown on Exhibit B including, but not limited to, the control tower,

roads, tunnels, and collection and processing facilities for deicing

agents and shall include on-Airport noise costs and Off-Airport

Aircraft Noise Costs, but excluding any areas under lease at any

time.

b. “Terminal Building” means the passenger terminal buildings

known as the Lindbergh Terminal, the Regional Terminal, the

Southwest Addition, Red Concourse, Blue Concourse, and Green

Concourse as shown on Exhibit C, including the Temporary

Regional Terminal and related facilities at the Airport including, but

not limited to, underground parking beneath the Lindbergh

Terminal, a portion of the auto rental/parking/terminal people

mover, the Ground Transportation Center (the “GTC”), skyways,

and the Energy Management Center, together with additions

and/or changes thereto (but excluding the Gold Concourse, but

including the IAF).

c. “Terminal Apron” and “Terminal Ramp” shall be interchangeable

terms and both terms shall mean the aircraft parking apron

serving both the Terminal Complex and the commuter airlines,

which latter area is known as the Regional Ramp, as shown on

Exhibit D, together with any additions and/or changes thereto.

d. “Gold Concourse” means the original Loading Pier A which

consists of gates 1-9, the Loading Pier A Extension which consists

of the balance of the gates (gates 10 through the end of the

concourse), and the Gold World Club, all as more specifically

depicted on Exhibit E.

EXHIBIT A

-3-

e. “Humphrey Terminal” means the Hubert H. Humphrey Terminal

building located on 34th Avenue South at the Airport or any

replacement facility.

f. “International Arrivals Facility” or “IAF” shall be interchangeable

terms and both terms shall mean the space in the Terminal

Complex utilized for the arrival and departure of international

flights, all as more specifically depicted on Exhibit C.

g. “Reliever Airports” means the general aviation airports owned and

operated by Commission, including but not limited to St. Paul

Downtown Airport, Flying Cloud Airport, Crystal Airport, Anoka

County-Blaine Airport, Lake Elmo Airport, and Airlake Airport.

h. “Landside Area” means the upper and lower level terminal

roadways, the inbound and outbound terminal roads, the

commercial lane, rental car service and storage areas, a portion of

the auto rental/parking/terminal people mover, rental car

ready/return areas, skyways, and the automobile parking areas

(except the underground parking beneath the Lindbergh Terminal)

at the Airport as shown on Exhibit F.

i. “Equipment Buildings” means the building and ground areas at the

Airport provided for the storage of equipment owned and/or

rented/leased by MAC including, but not limited to, shops, storage

facilities, and vehicle parking areas.

j. “ARFF” means the building and ground areas at the Airport

provided for aircraft rescue and fire fighting functions.

k. “Police” means the building and ground areas at the Airport

provided for police functions.

l. “Administration” means the building and ground areas at the

Airport provided for MAC administration activities including, but

not limited to, the general office building and the Terminal

Building.

m. “Other Areas” means all other direct cost building and ground

areas at the Airport provided for general aviation, cargo, aircraft

maintenance, and other aviation- and nonaviation-related activities

as shown on Exhibit G.

8. “Airport Bonds” means general airport revenue bonds, general obligation

bonds, commercial paper, and other forms of indebtedness incurred or

assumed by the Commission in connection with the ownership or

operation of the Airport System and payable from MAC revenues.

EXHIBIT A

-4-

9. “Airport Grants” means those moneys contributed to the Commission by

the United States or any agency thereof, or by the State of Minnesota, or

any political subdivision or agency thereof, to pay for all or a portion of the

cost of a Capital Project.

10. “Airport System” means the Airport and the Reliever Airports.

11. “Capital Cost” (or a phrase of similar import) means the sum of (a) project

costs, which includes any expenditures to acquire, construct, or equip a

Capital Project, together with related costs such as planning fees,

architectural and engineering fees, program management fees,

construction management fees, fees for environmental studies, testing

fees, inspection fees, impact fees, other direct and allocable fees, and

interest during construction, and (b) financing costs, if any, such as

capitalized interest, costs of issuance, and funding of mandatory reserves

with bond proceeds. In the case of estimates, Capital Costs also include

an allowance for contingencies.

12. “Capital Project” means (a) the acquisition of land or easements; (b) the

purchase of machinery, equipment, or rolling stock; (c) the planning,

engineering, design, and construction of new facilities; (d) the remediation

of environmental contamination, including noise mitigation, or

expenditures to prevent or protect against such contamination; or (e) the

performance of any extraordinary, non-recurring major maintenance of

existing facilities that may be acquired, purchased, or constructed by

Commission to improve, maintain, or develop the Airport; provided,

however, that any single item of the foregoing has a Capital Cost of

$100,000 or more and a useful life in excess of three years.

13. “Capital Outlay” means any item that fails to meet the cost threshold and

useful life criterion necessary to qualify as a Capital Project.

14. “Commission” and “MAC” shall be interchangeable terms and both terms

shall mean the Metropolitan Airports Commission, a public corporation

organized and operating pursuant to Chapter 500, Laws of Minnesota

1943 and amendments thereto.

15. “Common Use Formula” means a formula that prorates the cost of a

service or space, excluding the Regional Ramp, among those Airlines

actually using the service or space as follows: 20 percent of the cost

equally among each such Airline and 80 percent of the cost on the basis

of that proportion which the number of each such Airline's Enplaned

Passengers at the Airport bears to the total number of Enplaned

Passengers of all such Airlines at the Airport; provided, however, that

Airlines that only operated aircraft with 40 seats or less during the

relevant period will be excluded from the proration of the 20 percent of

costs, but included in the proration of 80% of costs.

EXHIBIT A

-5-

16.

“Current Cost Estimate” means as of the date of the estimate, the total

project costs in then current dollars, for one or more or all of the 2010

Plan Airfield Programs, as the context shall determine, as estimated by

MAC. The Current Cost Estimate shall reflect actual costs for completed

projects, bid amounts when available, and change orders accepted by

MAC (including contingencies).

17. “Coverage Account” means the Coverage Account established and

maintained pursuant to the terms of the Trust Indenture.

18. “Date of Beneficial Occupancy” or “DBO” means the earlier of (a) the date

on which the Commission certifies that Premises or Capital Project are

available for beneficial use or (b) the date on which beneficial use is first

made of Premises or Capital Project; provided, however, that with respect

to land and other non-depreciable assets, the date on which beneficial

occupancy occurs is the date of closing.

19. “Deplaned Passenger” means all terminating passengers and online or

interline transfer passengers deplaned at the Airport, but excluding

Through Passengers and Non-Revenue Passengers.

20. “Executive Director” means Commission’s Executive Director or such

other person designated by the Executive Director to exercise functions

with respect to the rights and obligations of Commission under this

Agreement.

21. “Enplaned Passengers” means all Originating Passengers and

connecting passengers boarded at the Airport, including passengers

traveling on frequent flyer coupons, but excluding Through Passengers

and Non-Revenue Passengers.

22. “Environmentally Regulated Substances” means any elements,

compounds, pollutants, contaminants, or toxic or Hazardous Substances,

material or wastes, or any mixture thereof, regulated pursuant to any

Environmental Law, including but not limited to products that might

otherwise be considered of commercial value, such as asbestos,

polychlorinated biphenyls, petroleum products and byproducts, glycol and

other materials used in de-icing operations.

23. “Environmental Law (or Laws)” means any case law, statute, rule,

regulation, law, ordinance or code, whether local, state or federal, that

regulates, creates standards for or imposes liability or standards of

conduct concerning any element, compound, pollutant, contaminant, or

toxic or Hazardous Substance, material or waste, or any mixture thereof,

including but not limited to products that might otherwise be considered of

commercial value, such as asbestos, polychlorinated biphenyls and

petroleum products and byproducts. Such laws shall include, but not be

limited to, the National Environmental Policy Act (“NEPA”) 42 U.S.C.

Section 4321 et seq., the Comprehensive Environmental Response,

EXHIBIT A

-6-

Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et

seq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C.

Section 6901 et seq., the Federal Water Pollution Control Act (“FWPCA”),

33 U.S.C. Section 1251 et seq. the Federal Clean Air Act (“FCAA”), 42

U.S.C. Section 7401 et seq., the Toxic Substances Control Act (“TSCA”),

15 U.S.C. Section 2601 et seq., the Federal Insecticide, Fungicide and

Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 et seq., and any

amendments thereto, as are now or at any time hereafter may be in

effect, as well as their state and local counterparts, including but not

limited to the Minnesota Environmental Response and Liability Act

(“MERLA”), Minn. Stat. Section 115B, the Minnesota Petroleum Tank

Release Clean Up Act (“MPTRCA”), Minn. Stat. Section 115C, and the

Minnesota Environmental Rights Act (“MERA”), Minn. Stat. Section 116B.

24. “FAA” means the Federal Aviation Administration of the U.S. Government

or any federal agencies succeeding to its jurisdiction.

25. “Fiscal Year” refers to Commission’s fiscal year and means the twelve-

month period commencing on January 1 and ending December 31.

26. "Facilities Construction Credit" and "Facilities Construction Credits" shall

mean the amounts resulting from an arrangement embodied in a written

agreement of the MAC and an Airline pursuant to which the MAC permits

such Airline to make a payment or payments to the MAC which is

reduced by the amount owed by the MAC to such Airline as a result of

such Airline upfronting and paying for the cost of construction of MAC

improvements under such agreement, resulting in a net payment to the

MAC by such Airline. The "Facilities Construction Credit" shall be

deemed to be the amount owed by the MAC under such agreement which

is "netted" against the payment of such Airline to the MAC.

27. "Ground Handling" means providing airside services to an aircraft,

including, but not limited to, wing walkers, marshalling, lavatory services,

aircraft cleaning and maintenance, luggage transfer and providing

catering supplies, but not including fueling or any services provided

directly to passengers in the Terminal Complex other than baggage

handling.

28. “Hazardous Substances” shall be interpreted in the broadest sense to

include any and all substances, materials, wastes, pollutants, oils or

governmental regulated substances or contaminants as defined or

designated as hazardous, toxic, radioactive, dangerous, or any other

similar term in or under any of the Environmental Laws, including but not

limited to asbestos and asbestos containing materials, petroleum

products including crude oil or any fraction thereof, gasoline, aviation fuel,

jet fuel, diesel fuel, lubricating oils and solvents, urea formaldehyde,

flammable explosives, PCBs, radioactive materials or waste, or any other

substance that, because of its quantity, concentration, physical, chemical,

or infectious characteristics may cause or threaten a present or potential

hazard to human health or the environment when improperly generated,

EXHIBIT A

-7-

used, stored, handled, treated, discharged, distributed, disposed, or

released. Hazardous Substances shall also mean any hazardous

materials, hazardous wastes, toxic substances, or regulated substances

under any Environmental Laws.

29. “International Regularly Scheduled Airline Service” means a status of

international service as determined by MAC according to Exhibit H.

30. “Maximum Certificated Gross Landing Weight” means the maximum

gross landing weight in thousand-pound units based on the current FAA

Type Certificate Data Sheet applicable to the particular type, design, and

model of aircraft.

31. “Majority-In-Interest” (“MII”) means the Signatory Airlines who (a)

represent no less than 50 percent in number of the Signatory Airlines

operating at the time of the voting action and (b) paid no less than 40

percent of landing fees incurred by Signatory Airlines during the

preceding Fiscal Year. No Airline shall be deemed a Signatory Airline for

the purpose of determining a Majority-In-Interest so long as the

Commission has given written notice of an event of default to such Airline

and the event of default is continuing at the time of the voting action.

32. “Non-Revenue Passengers” means passengers from whom the AIRLINE

receives no remuneration or only token remuneration, including

employees of an airline and others, but excluding passengers traveling on

frequent flyer coupons.

33. “Off-Airport Aircraft Noise Costs” means the capital and operating costs

(including legal and administrative costs), net of any amounts for off-airport

aircraft noise costs received from nonsignatory airlines and/or federal and

state grants, connected to the acquiring of land or interests in land within the

2005 DNL 60 contours of the Airport, soundproofing of existing public and

private schools and day care facilities, public hospitals, nursing homes,

private single- and multi-family residences, and other categories of land use,

and implementing other programs to prevent, reduce or mitigate non-

compatible land uses within the 2005 DNL 60 contours of the Airport

resulting from aircraft noise emissions from turbojet aircraft. Such costs shall

also include but not be limited to liabilities or responsibilities imposed upon

MAC for noise in connection with the operation or use of the Airport, or from

flights to or from the Airport, or from aircraft thereon, or from takings or any

other causes of action related to aircraft noise or for settlement of claims

based on such causes of action.

34. “Operation and Maintenance Expenses” (or a phrase of similar import)

means, for any Fiscal Year, the costs incurred by the Commission to

operate, maintain, and administer the Airport System, including but not

limited to items a through j listed below, but excluding operation and

maintenance reserves and an optional Coverage Account associated with

the planned bond issues after January 1, 1999 in connection with the

financing of the 2010 Plan as shown on Exhibit I.

EXHIBIT A

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a. Personnel costs, including salaries and wages of Commission

employees and temporary workers (including overtime pay),

together with payments or costs incurred for associated payroll

expenses such as life, health, accident, and unemployment

insurance premiums; contributions to pension funds, retirement

funds, union funds, and unemployment compensation funds;

vacation and holiday pay; post-retirement benefits; and other

fringe benefits;

b. Costs of materials, supplies, machinery and equipment, and other

similar expenses, which are not capitalized under generally

accepted accounting principles as evidenced by a written opinion

of MAC’s independent auditors;

c. Costs of maintenance, landscaping, decorating, repairs, renewals,

and alterations, which are not reimbursed by insurance and which

are not capitalized under generally accepted accounting principles

as evidenced by a written opinion of MAC’s independent auditors;

d. Costs of water, electricity, natural gas, fuel oil, telephone service,

and all other utilities and services whether furnished by the

Commission or furnished by independent contractors and

purchased by the Commission;

e. Cost of operating services, including services for stormwater,

airport shuttle bus, service agreements, and other cost of

operating services;

f. Costs of premiums for insurance covering the Airport System and

its operations maintained by MAC pursuant to this Agreement;

g. Costs incurred in collecting and attempting to collect any sums for

the Commission in connection with the operation of the Airport

System and the write-off of bad debts;

h. Except to the extent capitalized the compensation paid or credited

to persons or firms engaged by the Commission to render advice

and perform architectural, engineering, program management,

construction management, financial, legal, accounting, testing, or

other professional services in connection with the operation of the

Airport System;

i. Except to the extent capitalized, the fees of trustees and paying

agents, and all other fees and expenses incurred in order to

comply with the provisions of a master or supplemental trust

indenture; and

j. All other expenses, which arise out of the operation of the Airport

System and which are properly regarded as operating expenses

under generally accepted accounting principles, provided,

EXHIBIT A

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however, that Operation and Maintenance Expenses shall not

include any allowance for depreciation, payments in lieu of taxes,

the costs of improvements, extensions, enlargements or

betterments, or any charges for the accumulation of reserves for

capital replacements.

35. “Original Cost Estimate” means for one or more or all of the 2010 Plan

Airfield Programs, as the context shall determine, that were approved by

a Majority-In-Interest of the Signatory Airlines, the amount of estimated

project costs as specified in Exhibit I. The Original Cost Estimate includes

contingencies, but excludes financing costs, interest on bonds or on any

interim financing obtained by MAC to finance the 2010 Plan, and other

deposits and reserves.

36. “Originating Passengers” means Airline passengers for whom the Airport

is the point of origin in their air travel itinerary.

37. “Passenger Facility Charges” or “PFCs” means those charges on

AIRLINE's passengers using the Airport authorized under Section 111

3(e) of the Federal Aviation Act of 1958, as amended by Section 9110 of

the Omnibus Budget Reconciliation Act of 1990 (Pub. L. 101-508, 49

U.S.C. App. Section 1513), or any successor program authorized by

federal law, and the rules and regulations promulgated thereunder (14

C.F.R. Part 158, hereafter the “PFC Regulations”).

38. “Premises” means the areas at the Airport leased by AIRLINE pursuant to

this Agreement, as set forth in Exhibit J.

39. “Rentable Space” means the space in the Terminal Building available for

lease to Airlines, concessionaires, and other rent-paying tenants and for

public automobile parking. Rentable Airline space is separated into the

following categories:

a. “Exclusive Use Space” means space leased by an Airline for its

exclusive use and occupancy.

b. “Preferential Use Space” means space leased by an Airline on a

preferential basis.

c. “Common Use Space” means space used by an Airline in

common with all other Airlines using the space.

40. “Rules and Regulations and Ordinances” means rules, regulations, and

ordinances adopted by the Commission pursuant to Minn. Stat. 473.608

et seq. and rules pursuant to such rules, regulations, and ordinances.

41. “Security Area” means the Security Identification Display Area, the Air

Operations Area, and any other area defined by the FAA or MAC as an

area of restricted access requiring display of appropriate MAC-issued or

MAC-approved security identification for unescorted access rights.

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42. “Security Identification Display Area” or “SIDA” (or a phrase of similar

import) means that area defined as such in the Master Security Program

adopted by MAC, approved by the FAA, and amended from time to time.

43. “Signatory Airlines” means Airlines that have executed agreements with

the Commission substantially the same as this Agreement.

44. “Stage 2 Operation” means a landing-and-takeoff cycle conducted using a

Stage 2 aircraft. A Stage 2 aircraft is determined in accordance with

Section 36.1(f), Title 14, Code of Federal Regulations, and Federal

Aviation Administration Advisory Circular 36-3G, Estimated Airplane

Noise Levels in A-Weighted Decibels, or successor documents.

45. “Stage 3 Operation” means a landing-and-takeoff cycle conducted using a

Stage 3 aircraft. A Stage 3 aircraft is determined in accordance with

Section 36.1(f), Title 14, Code of Federal Regulations, and Federal

Aviation Administration Advisory Circular 36-3G, Estimated Airplane

Noise Levels in A-Weighted Decibels, or successor documents.

46. “Terminal Complex” means the passenger terminal facilities consisting of

the Terminal Building, the Gold Concourse, and the International Arrivals

Facility.

47. “Through Passengers” means Airline passengers for whom the Airport is

an intermediate stop in their itinerary between their point of origin and

their point of destination, which intermediate stop does not involve a

change of plane.

48. “Total Landed Weight” means the sum of the Maximum Certificated Gross

Landing Weight for all aircraft arrivals over a stated period of time. Said

sum shall be rounded to the nearest thousand pounds for all landing fees.

49. “Trust Indenture” means the Master Trust Indenture between the

Commission and Norwest Bank, Minnesota, N.A., as Trustee, dated as of

June 1, 1998 (for purposes of this Agreement, without giving effect to any

amendments thereto).

50. “2010 Plan” means the construction, acquisitions, and improvements to

the Airport System, as described in Exhibit I, as such may be revised from

time to time.

51. “2010 Plan Airfield Programs” means the programs in the 2010 Plan that

are subject to and have been approved by a Majority-In-Interest of the

Signatory Airlines, as described in Exhibit I.

52. “VIP Club” means an area or areas designated by the Commission which

AIRLINE has made available primarily for seating of a select group of

members and their guests, as well as members (and their guests) of VIP

Clubs of other Airlines under reciprocal agreements with such other

EXHIBIT A

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Airlines, for which there is a daily or annual membership fee paid by the

users in an amount consistent with industry standards.

B. HEADINGS AND CROSS REFERENCES

References in the text of this Agreement to articles, sections, or exhibits of this

Agreement, unless otherwise specified, are for convenience in reference and are

not intended to define or limit the scope of any provisions of this Agreement.

EXHIBIT A

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II. TERM

The term of this Agreement shall begin as of the effective date of this Agreement and

end December 31, 2010, except as expressly provided herein (hereinafter referred to as

the “Term”), and the rents, fees, and charges established in this Agreement shall apply

to said Term.

EXHIBIT A

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III. USE OF THE AIRPORT

A. AIRLINE RIGHTS

AIRLINE shall have the following rights to use the Airfield and the Premises for the

conduct of AIRLINE’s Air Transportation Business at the Airport. These rights are

subject to the terms of this Agreement and to MAC Rules and Regulations and

Ordinances. These rights are as follows:

1. To land upon, takeoff from, and fly over the Airport using aircraft operated by

AIRLINE in areas designated for such purposes by MAC; provided,

however, that effective January 1, 2000, AIRLINE agrees not to conduct any

Stage 2 Operation at the Airport.

2. To taxi, tow, and park aircraft operated by AIRLINE in areas designated for

such purposes by MAC. Subject to reasonable Rules and Regulations and

Ordinances, AIRLINE may operate regional jets on the Terminal Apron, but

pursuant to Commission policy AIRLINE may not operate turbo prop aircraft

on any portion of the Terminal Apron other than the Regional Ramp.

3. To provide the following services for itself and any Affiliated Airlines and,

either directly or through an Airline consortium or an approved handling

agreement, for other Airlines, either by itself or in conjunction with other

Signatory Airlines:

a. Passenger handling services, including enplaning and deplaning

passengers, handling reservations, ticketing, billing, manifesting,

baggage check-in, interline and lost baggage services, and other

services necessary to process passengers and baggage for air

travel.

b. Ground Handling.

c. Aircraft and equipment services, including services to repair,

maintain, test, park, and store aircraft and ground support

equipment.

d. Operational services, including de-icing aircraft and ramp services,

dispatching and communication services, and meteorological and

navigational services.

e. Porter services.

f. Security screening services; provided that the level and quality of

such services shall meet or exceed the level and quality of such

services at comparable airports.

g. Mail, freight, and express package services.

EXHIBIT A

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4. To train personnel in the employ, or working under the direction, of AIRLINE

or of any other Airline; but only to the extent that such training is incidental to

the conduct of AIRLINE’s Air Transportation Business at the Airport.

5. To sell, lease, transfer, dispose, or exchange AIRLINE’s aircraft, aircraft

engines, aircraft accessories, other equipment, and supplies to any other

party, but only to the extent that such activities are incidental to the conduct

of AIRLINE’s Air Transportation Business at the Airport.

6. To acquire by purchase or otherwise any goods or services required by

AIRLINE in the conduct of its Air Transportation Business at the Airport from

any supplier, contractor, or Signatory Airline subject to the conditions of this

Agreement.

7. To install and maintain in AIRLINE's Exclusive and Preferential Use

Premises at AIRLINE's sole cost and expense, signs, posters, displays,

banners, pamphlets, and other materials that identify and promote

AIRLINE's Air Transportation Business or that identify and promote

AIRLINE's Air Transportation Business and one or more of AIRLINE's

partners in a joint marketing program. Such signs shall be constructed,

installed and maintained consistent with professional, first class

standards. AIRLINE shall not place such signs, posters, displays,

banners, pamphlets and other materials outside of AIRLINE's Exclusive

and Preferential Use Premises without MAC's prior written consent. Any

signs in violation of this Section may be removed by MAC.

8. To install, maintain and operate at no cost to MAC, alone or in

conjunction with any other Signatory Airline, radio communication,

computer, meteorological and aerial navigation equipment and facilities

on AIRLINE's Premises; provided, however, that any such future

installations shall be subject to the prior written approval of MAC (not to

be unreasonably withheld).

9. To maintain and operate directly or through a subcontractor a kitchen or

other plant without cost to MAC within areas leased to it at the Airport

outside of the Terminal Complex for the purpose of preparing and

dispensing in-flight food and beverages (for consumption by passengers and

crews on board aircraft of AIRLINE or any Affiliated Airline), including

alcoholic beverages subject to procuring licenses and insurance therefor.

a. To maintain combination lunch and locker rooms in AIRLINE’s

Exclusive Use Premises for use by AIRLINE’s employees.

10. To install, maintain, and operate customer relations, security and

holdroom facilities and equipment, administrative offices, crew facilities,

ready rooms, operations offices, training facilities, and related facilities,

and to install personal property, including furniture, furnishings, supplies,

machinery and equipment, in AIRLINE's Exclusive Use Premises.

EXHIBIT A

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11. To have ingress to and egress from the Airport and AIRLINE's Premises

for AIRLINE's officers, employees, agents, contractors, passengers, and

invitees, including furnishers of goods and services.

12. To use, for the benefit of AIRLINE's employees who perform substantially

all of their work at the Airport, vehicular parking areas not leased by

AIRLINE designated by MAC, subject to the right of MAC to relocate the

same from time to time and to levy reasonable charges for the use thereof.

13. To obtain Garage Parking Cards pursuant to MAC’s Guidelines for

Administering Validated Airport Parking, which are incorporated herein as

Exhibit K.

14. To install soft drink vending machines and snack vending machines in

that section of AIRLINE's Premises which are not intended to be open to

the general public for the sole use of AIRLINE's officers, employees and

agents. Vending machines shall not be within the view of the general

public and locations of all vending machines installed after the date of this

Agreement are subject to the prior written approval of MAC.

15. To operate a VIP Club or Clubs in areas authorized by this Agreement

subject to the following restrictions: (a) AIRLINE may provide food,

beverage, newspapers and magazines to Club users provided that it is

without charge; provided that alcoholic beverages may be sold if provided

by MAC or MAC's concessionaires or, subject to any restrictions

contained in the existing agreement between MAC and Host International,

Inc. (which rights will not be extended past December 31, 2003 or granted

to another party) if a concessions fee is paid to MAC in an amount equal

to twelve percent (12%) of gross sales; (b) AIRLINE may provide Club

users access to telephones, facsimile machines, copy machines and

including computer access and access to the internet via data ports; (c)

AIRLINE may rent conference rooms, which are no larger than 300

square feet each and a maximum of 1,000 square feet per Club, to VIP

Club users only. AIRLINE may not install cash machines or vending

machines, sell merchandise or conduct any other retail business within a

VIP Club. No other services may be provided unless prior written

approval is obtained from the Executive Director.

16. To install telephones, facsimile machines, and other telecommunications

devices and conduit in AIRLINE's Premises that are not accessible to the

public.

17. To install one or more of the following: flight information display systems

(“FIDS”), baggage information display systems (“BIDS”), or ramp

information display systems (“RIDS”) in the Premises and other areas

approved by the Executive Director at no cost to MAC, provided,

however, that MAC may, in connection with its installation of a multiple

user flight information display system (“MUFIDS”) in the Terminal

Complex, purchase the FIDS system currently being developed by

Northwest Airlines at a mutually agreed upon price. Northwest agrees

EXHIBIT A

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that: (a) this system will interface with other Airlines serving the Airport,

(b) this system will utilize a technical approach which provides flight data

across a local area network (“LAN”) that meets MAC and Northwest

requirements, (c) architectural details of the installation of this system

must be approved by MAC, and (d) MAC may participate in the supplier

selection process for this system.

18. To install self-service ticketing devices (“SSDs”) in areas approved by the

Executive Director and added to the Premises.

19. To maintain and operate without cost to MAC a reasonable amount of air

conditioning equipment, including without limiting the generality thereof the

operation of air conditioning truck equipment for the air conditioning of

aircraft, either alone or in conjunction with other Signatory Airlines.

B. EXCLUSIONS, RESERVATIONS, AND CONDITIONS

Except as authorized by this Agreement, AIRLINE may conduct no business on the

Airport without the prior written consent of MAC.

1. Wherever under this Article III, AIRLINE or AIRLINE in conjunction with other

Airlines carries on permitted operations through the agency of third persons

or corporations not employees or subsidiaries of AIRLINE or of such other

Airlines such third persons or corporations shall first be approved by the

Executive Director in writing, which approval will not be unreasonably

withheld.

2. MAC reserves the right to contract for the sale to the public of food,

beverages (including alcoholic beverages), tobacco, merchandise, personal

services, and business services within the Terminal Complex, and to charge

for the privilege so to do.

3. MAC reserves the right to assess the following fees and charges to suppliers

of goods and services:

a. MAC may charge suppliers, including Airlines, of in-flight food and

beverages and vending that are supplied to any third party other than

an Affiliated Airline but not to any such third party to whom such food

and beverage was supplied without charge by MAC as of April,

1998.

b. MAC shall have the right to charge suppliers to AIRLINE of goods

and services, fees and rentals for exclusive use of MAC property or

improvements thereon or, as to suppliers not under contract with

AIRLINE, when their use is such as to constitute the performance of

a commercial business at the Airport.

c. MAC shall have the right to charge ground transportation companies,

including AIRLINE, or ground transportation companies under

agreement with AIRLINE, if regularly engaged in ground

EXHIBIT A

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transportation business, for ground transportation of passengers or

others to or from the Airport.

4. AIRLINE shall take all reasonable steps within its control so as not to

interfere with the effectiveness or accessibility of the drainage and sewage

system, electrical system, air conditioning system, fire protection system,

sprinkler system, alarm system, fire hydrants and hoses, if any, installed or

located on or within the Premises or the Airport.

5. AIRLINE shall not do or permit to be done any act upon the Airport that will

invalidate or conflict with any fire or other casualty insurance policies of MAC

covering the Airport or any part thereof.

6. AIRLINE shall not dispose of or permit any other person to dispose of any

waste material taken from or products used (whether liquid or solid) with

respect to its aircraft into the sanitary or storm sewers at the Airport unless

such waste material or products first be properly treated by equipment

installed for that purpose or otherwise disposed of pursuant to law. All such

disposal shall comply with regulations of the United States Department of

Agriculture and shall be in compliance with this Agreement.

7. AIRLINE shall not keep or store, during any 24-hour period, flammable

liquids within the enclosed portion of the Premises in excess of AIRLINE’s

working requirements during said 24-hour period, except in storage facilities

and containers especially constructed for such purposes in accordance with

standards established by the National Board of Fire Underwriters and

approved by a governmental agency with authority to inspect such facilities

for safety compliance. Any such liquids having a flash point of less than

100ºF shall be kept and stored in safety containers of a type approved by

the Underwriters Laboratories.

8. AIRLINE shall promptly remove and dispose of any disabled aircraft that

obstruct any part of the Airport, including any parts thereof, subject,

however, to any requirements or direction by the National Transportation

Safety Board, the FAA, or the Executive Director that such removal or

disposal be delayed pending an investigation of an accident. AIRLINE

consents that the Executive Director may take any and all necessary

actions to effect the prompt removal or disposal of any disabled aircraft

that obstructs any part of the Airport; that any costs incurred by or on

behalf of the Airport for any such removal or disposal of any aircraft shall

be paid by AIRLINE to MAC; that any claim for compensation against

MAC, and any of its officers, agents, or employees, for any and all loss or

damage sustained to any such disabled aircraft, or any part thereof, by

reason of any such removal or disposal is waived; and that AIRLINE shall

indemnify, hold harmless, and defend MAC, and all of its officers, agents,

and employees against any and all liability for injury to or the death of any

person, or for any injury to any property arising out of such removal or

disposal of said aircraft.

EXHIBIT A

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9. Unless otherwise authorized by this Agreement, AIRLINE shall not

maintain or operate on the Airport a cafeteria, restaurant, bar, or cocktail

lounge, stand, or any other facility for the purpose of providing (and

AIRLINE shall not otherwise provide) food, beverages, tobacco, or

merchandise for sale to the public.

10. MAC has provided for underground aircraft fueling facilities under

agreements with Airlines and other users which agreements control as to

installation, maintenance, and operation of the fueling facilities on the

Terminal Apron and the Airport.

11. MAC may prohibit the use of the Airfield or Terminal Apron by any aircraft

operated or controlled by AIRLINE which exceeds the design strength of

the paving of the Airfield or Terminal Apron facilities, so long as such

prohibition also extends to similar aircraft operated by other Airlines.

12. Except as otherwise authorized by this Agreement, AIRLINE shall not install,

maintain or operate in the Terminal Complex, or permit the installation,

maintenance, or operation in the Terminal Complex, of any vending machine

or device designed to dispense or sell food, beverages, tobacco, or

merchandise of any kind.

13. Access to or egress from the Airport and the AIRLINE’s Premises shall not

be used, enjoyed, or extended to any person engaging in any activity or

performing any act or furnishing any service for or on behalf of AIRLINE that

is not authorized under the provisions of this Agreement unless expressly

authorized by MAC.

14. Subject to AIRLINE's consent, MAC retains the right to install all public

telephones, facsimile machines, and other telecommunications devices and

conduit in the Premises leased to AIRLINE, and to collect the proceeds

therefrom.

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

16. Except as otherwise authorized by this Agreement, AIRLINE shall not sell,

take orders for, or deliver duty free merchandise and international travel

merchandise on any outbound flight from the Airport under a program in

which AIRLINE solicits or accepts order for purchase by passengers of duty

free merchandise at any time prior to the departure of AIRLINE’s aircraft on

the outbound flight from the Airport.

17. AIRLINE shall not contract to provide Ground Handling services and shall

not permit the use of its Premises through a Ground Handling agreement

without the advance written approval of MAC.

EXHIBIT A

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C. USE OF THE INTERNATIONAL ARRIVALS FACILITY

MAC will control prioritization and utilization of the IAF and associated gates for

international arrivals by Airlines providing International Regularly Scheduled Airline

Service and may develop prioritization procedures not inconsistent with the terms of

this Agreement. The provisions in this Section C. shall continue through December

31, 2015.

1. In order to use the International Arrivals Facility, AIRLINE must maintain its

status as International Regularly Scheduled Airline Service. AIRLINE shall

provide MAC a detailed written certification for each numbered element on

Exhibit H, upon MAC's request. MAC retains the right to verify the status of

AIRLINE and determine whether AIRLINE qualifies as International

Regularly Scheduled Airline Service.

2. Gates 1 through 9 and associated passenger loading bridges, ramp access

and lobby and baggage facilities on the Gold Concourse currently leased by

Northwest Airlines, Inc. (hereinafter referred to as "Northwest" or “Northwest

Airlines”) shall be made available for access to the International Arrivals

Facility based on the following priority of use:

a. International Regularly Scheduled Airline Service as defined in

Exhibit H.

b. Northwest or a Northwest Affiliated Airline domestic arrivals and

departures.

c. Non-scheduled irregular or delayed international charter arrivals

when the expected delay for the flight to use the Humphrey Terminal

facility will exceed 90 minutes and the use of an IAF gate will not

interfere with the scheduled use of that gate. Such interference shall

be defined as the overlap of the non-scheduled use with the

scheduled use such that the scheduled flight will have to be

relocated to another concourse for its operation or will have to wait

for a gate due to the unavailability of any gate. Use of an IAF gate by

a non-scheduled flight is subject to Northwest's approval; such

approval is not to be unreasonably withheld or delayed. Northwest

shall designate an individual on site to give necessary approvals.

3. Northwest shall provide all Ground Handling at the IAF gates subject to air

carrier self-handling rights contained in AIP grant assurances, at rates that

do not exceed those specified in the Mutual Assistance Ground Service

Agreement, and Northwest shall also provide reasonable access for air

carriers to data and communications systems at gates 1-9. Northwest shall

be responsible for the operation and maintenance of security checkpoints,

provided that invoices for third party maintenance of security equipment shall

be submitted directly to MAC for payment.

EXHIBIT A

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4. No Airline aircraft will remain on gates 1-9 over two hours if a narrow-body or

three hours if a wide-body. Northwest will coordinate any moving of aircraft

with MAC's operations department, FAA and appropriate federal inspections

agencies. No Airline aircraft will remain on gates 1-9 beyond the times

specified above if a gate is needed by another air carrier pursuant to the

priority schedule set forth above.

5. AIRLINE, if it self-handles, or Northwest, if it provides Ground Handling to

AIRLINE, on gates 1-9, shall handle and dispose of all international waste

on AIRLINE’s aircraft in accordance with the requirements of the United

States Department of Agriculture.

6. Northwest shall be responsible for all maintenance, repair, and operation of

MAC jet bridges provided by MAC as part of the IAF. Northwest shall make

the MAC jet bridges available for use by all users of the IAF without

additional charge.

EXHIBIT A

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IV. PREMISES

A. LEASED PREMISES

For the Term of this Agreement, MAC, in consideration of the compensation,

covenants, and agreements set forth herein to be kept and performed by

AIRLINE, hereby leases to AIRLINE, upon the conditions set forth in this

Agreement, the areas in the Terminal Complex as described and identified in

Exhibit J and the initial assignment of aircraft parking positions as described and

identified in Exhibit D. AIRLINE shall lease these areas on an Exclusive,

Preferential, or Common Use basis as follows:

Ground Transportation Center Offices Exclusive

Ticket counter and office Exclusive

Baggage make-up area and claim office Exclusive

VIP Clubs Exclusive

Operations areas Exclusive

Enclosed storage areas Exclusive

Holdroom Preferential

Aircraft parking positions on Terminal Apron Preferential

Regional Ramp - MAC Common

Regional Ramp - Northwest Airlines Preferential

Tug drive Common

Inbound baggage area Common

Baggage claim area Common

IAF sterile circulation corridor Common

IAF Inspections Area Common

IAF baggage claim Common

IAF ticketing and baggage recheck Common

In addition, MAC leases space to Northwest Airlines, Inc. in the Gold Concourse and

the Temporary Regional Terminal as set forth herein.

MAC and AIRLINE may, from time to time, add, subject to availability, additional

space to the various Premises of AIRLINE by jointly executing revised Exhibits J or

D as appropriate. Space added to AIRLINE's Premises shall be subject to all of the

terms, conditions, requirements, and limitations of this Agreement and AIRLINE

shall pay to MAC all rents, fees, and charges applicable to such additional space in

accordance with the provisions of this Agreement.

B. EXCLUSIVE/PREFERENTIAL LEASED AREAS

1. MAC will provide existing space to AIRLINE in "as is" condition. MAC will

provide the following for any newly constructed space:

a. Terminal Building - Main Floor (ticketing counter and offices

behind ticketing areas).

EXHIBIT A

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1) Finished flooring, finished acoustical tile ceiling,

entrance doors and walls enclosing gross rental area.

The floor immediately behind ticket counter shall be

surfaced with terrazzo flooring or an equivalent

alternative upon which AIRLINE may install resilient

matting.

2) Conditioned air for comfortable occupancy (meeting

normal standards for offices).

3) Standard lighting fixtures installed complete for

illumination not less than an average of 30 foot

candles measured 30 inches from the floor, and

maintenance thereof exclusive of relamping and/or

relocation.

4) Finished ticket counter shell or sectional unit (front,

top, ends and turrets) of plastic laminate, designed to

receive AIRLINE inserts.

5) Uniform lighting fixture and airline identification

signage suspended over ticket counter; letters to be

supplied by AIRLINE and subject to MAC approval;

maintenance of fixtures including relamping.

6) Display framing system and mounting panels on wall

directly behind the ticket counter (maintenance by

AIRLINE). Material displayed shall be subject to the

approval of MAC.

7) Electrical service (120V - 208 AC, 3 phase, 4 wire) to

panel within lease space; electrical service (120V)

through duplex receptacles spaced about 6 feet apart

along walls enclosing lease space; single level 3-duct

floor system or conduit in offices; conduit an/or ducts

from power panel and telephone cabinets to the floor

duct system and ticket counter base. All other wiring,

conduits, ducts and outlets in this space to be

installed by AIRLINE.

b. Terminal Building - Mezzanine Floor.

1) Finished flooring, finished acoustical tile ceilings,

entrance doors and walls enclosing gross rental area.

2) Conditioned air for comfortable occupancy (meeting

normal standards for offices).

3) Standard lighting fixtures installed complete for

illumination not less than an average of 30 foot

EXHIBIT A

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candles measured 30 inches above floor and

maintenance thereof exclusive of relamping and/or

relocation.

4) Electrical service (120V-AC) through duplex

receptacles about ten feet apart along walls

enclosing gross rental area. All other wiring, conduits

and fittings to be installed by AIRLINE.

c. Terminal Building - Ground Floor (operations and

baggage make-up areas).

1) Finished concrete floors, exposed concrete structure

above, standard pedestrian and manual overhead

doors in unpainted concrete block walls enclosing

gross rental area.

2) Standard lighting fixtures installed complete for

illumination not less than an average of 30 foot

candles measured 30 inches from the floor and

maintenance thereof exclusive of relamping and/or

relocation.

3) Electrical service (120V - 208 AC, 3 phase, 4 wire) to

panel within or adjoining leased space; 120V

electrical service through duplex receptacles about

15 feet apart (48 inches above floor) along walls

enclosing gross rental area. All other wiring, conduits

and fittings to be installed by AIRLINE.

4) Heating and ventilation meeting requirements of the

Minnesota Occupational Safety and Health

Administration (“OSHA”) and Uniform Building Code

(“UBC”).

d. Concourses - Operations Area.

1) Finished concrete floors, exposed structure above,

exterior walls, standard pedestrian and manual

overhead doors, and unpainted concrete block

enclosing leased area.

2) Standard lighting fixtures installed complete for

illumination not less than an average 30 foot candles

measured 30 inches from the floor, lighting fixtures

and maintenance thereof exclusive of relamping

and/or relocation.

3) Electrical service (120V - 208 AC, 3 phase, 4 wire) to

panel within or adjoining enclosed leased space;

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120V electrical service through duplex receptacles

about 15 feet apart (48 inches above floor) along

walls enclosing leased space. All other wiring,

conduit, duct, fittings and outlets in this space to be

installed by AIRLINE.

4) Cold and hot water and sanitary sewer service to

designated point within gross rental area, to which

AIRLINE may connect and install fixtures at

AIRLINE's expense.

5) Standard fin-tube radiation, unit heaters, VAV boxes

and steam and/or hot water for heating gross rental

area. Packaged air conditioning units and distribution

duct work for previously designated areas.

e. Concourses - Gate Lobbies.

1) Finished carpeted floor, finished acoustical tile

ceilings, and painted block walls enclosing lobby.

2) Conditioned air for comfortable lobby occupancy.

3) Standard lighting fixtures installed complete for

illumination not less than an average of 30 foot

candles measured 30 inches from the floor, and

maintenance thereof including relamping.

4) Electrical service (120V-AC) through duplex

receptacles about 10 feet apart along walls enclosing

gross rental area. All other wiring, conduit and fittings

to be installed by AIRLINE.

2. AIRLINE will provide the following in both the main terminal building and the

concourses, in addition to installation and maintenance left to the AIRLINE

under Subparagraph 1 above.

a. All partitions subject to MAC approval as to materials, methods of

attachment and workmanship, such construction to comply with all

applicable building standards and codes for type 1 construction (fire

resistive).

b. All utilities, including cost of all roughing-in, and all electrical,

mechanical and plumbing fixtures for exclusive use of AIRLINE,

except as provided above.

c. All furniture, equipment and fixtures necessary for the conduct of

AIRLINE's business, including ticket counter inserts, jet bridges,

scales and baggage handling equipment, including housings and

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doors as required, signs and flight schedules, which shall be subject

to approval of MAC.

d. All electrical energy consumed by AIRLINE, excluding lighting in

baggage make-up area, gate lobbies, and mezzanine, to be metered

separately and paid for by AIRLINE to the utilities company or MAC

at rates not exceeding those published for equivalent power

consumption at this location.

Electricity for lighting in baggage make-up area, gate lobbies, and

mezzanine will be provided by MAC.

e. All other services and supplies not provided in Paragraph 1 of this

Article IV.B. All installations by AIRLINE shall conform with the

requirements of applicable local, state and federal building

standards, submitted for MAC approval prior to construction, and

shall be performed by competent contractors acceptable to MAC.

f. Subject to MAC approval as required herein AIRLINE may make

alterations or additions in and to its leased areas and fixtures and

equipment to be installed by it within the terminal building.

C. COMMON BAG CLAIM AREAS

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

following:

a. Finished carpeted floors, acoustic ceiling, finished walls, for all space

excepting porter's toilet.

b. Standard lighting fixtures providing illumination of not less than

average of 30 foot candles measured 30 inches from the floor, and

maintenance thereof including relamping.

c. Heating and mechanical ventilation of space.

d. Baggage claim carousels.

2. AIRLINE and other Airlines will provide the following in the common bag

claim area, and shall pay the pro rata share of the cost thereof:

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

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

Paragraph 1 above.

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D. MEASUREMENT OF SPACE

In calculating the area of space to be added to or deleted from this Agreement,

all measurements to determine the area of space leased or used in the Terminal

Complex shall be made from the primary interior surface of the exterior walls and

from the centerline to centerline of each interior wall, or, in the absence of such

interior wall, the point where such said centerline would be located if such interior

wall existed.

E. ACCOMMODATION OF OTHER AIRLINES

1. It is recognized by AIRLINE and MAC that from time to time during the

term of this Agreement it may become necessary for the AIRLINE to

accommodate another Airline (“Requesting Airline”) within its Premises or

for MAC unilaterally to require AIRLINE to accommodate another

Airline(s) within AIRLINE's Premises in furtherance of the public interest

of having the Airport's capacity fully and more effectively utilized, as

follows:

a. To comply with any applicable rule, regulation, order or statute of

any governmental entity that has jurisdiction over MAC, and to

comply with federal grant assurances applicable to MAC.

b. To implement a Capital Project at the Airport.

c. To facilitate the providing of new or additional air services at the

Airport by a Requesting Airline when no Airline serving the Airport

is willing to accommodate the Requesting Airline's operational

needs or requirements for facilities at reasonable costs or on other

reasonable terms.

2. When responding to Subsection E.1.a. of this Article, MAC will request

accommodation through an expedited procedure that will allow

compliance with the rule, regulation or order. The request for

accommodation will be made based on an evaluation of the most cost

effective and least disruptive alternative.

Within ten (10) days of a written notice of its intent to require

accommodation, AIRLINE must accept the request or notify MAC that it

wishes to meet and show cause why the accommodation should not be

made.

If MAC elects to proceed with the accommodation after meeting with

AIRLINE, MAC shall give AIRLINE not less than thirty (30) days notice to

accomplish the accommodation.

3. In responding to a request for facilities from a Requesting Airline under

Subsection E.1.b. or Subsection E.1.c. of this Article, MAC shall:

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a. First work with the Requesting Airline to attempt to obtain access

to existing Airport capacity through one or more of the following

alternatives:

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

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

3) To enter into a sublease or Ground Handling agreement

with an existing Airline other than AIRLINE at the Airport,

subject to the approval of MAC.

b. When requested so to do by MAC and only if the alternatives set

forth in E.3.a. of this Article are not available, AIRLINE agrees to

use reasonable efforts to accommodate the Requesting Airline's

requirements through joint use of its facilities or through a

sublease or passenger handling or Ground Handling agreements.

AIRLINE, in offering joint use of its facilities or offering a sublease

or Ground Handling agreement to the Requesting Airline, is not

required to provide facilities to the Requesting Airline that would

be incompatible with AIRLINE's (including an Affiliated Airline's)

own reasonable schedule of operations or the operations of any

other Airline(s) being accommodated by AIRLINE at the time of

the Requesting Airline's request. AIRLINE may, in connection

with such accommodation, require the Requesting Airline to

remove any of its aircraft or passengers from the relevant gate or

holdroom if the aircraft's or passenger’s continued presence would

be incompatible with AIRLINE's (or an Affiliated Airline's)

reasonable requirements for use of the gate or holdroom.

c. MAC shall have the right to authorize other Airlines to use: (1)

AIRLINE's gates, holdroom areas, and loading bridges when such

facilities are not required for AIRLINE's scheduled flight activities

(or those of a code share AIRLINE partner not in default of its

obligations to MAC) using aircraft with 50 or more seats; and (2)

AIRLINE’s preferential regional parking positions or regional

terminal space when such positions or space are not required for

AIRLINE’s scheduled flight activities (or those of a code share

AIRLINE partner not in default of its obligations to MAC). Subject

to a mutually acceptable agreement between MAC and AIRLINE

covering such use, AIRLINE shall have the right to charge

reasonable fees and to require reasonable advance payment for

such use of AIRLINE's gates, holdroom areas, and loading

bridges (and any such fees not in excess of 115% of the rates and

charges payable by AIRLINE hereunder for such premises shall

be deemed reasonable). Also, AIRLINE shall have the right to

require the Requesting Airline(s) to indemnify AIRLINE against

liability arising out of such use and to provide evidence of

insurance at least equivalent to that required of AIRLINE

hereunder and naming AIRLINE as an additional insured.

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d. Before MAC is authorized under this Agreement unilaterally to

require AIRLINE to accommodate a Requesting Airline, MAC shall

first request that all parties holding or requesting access to

affected space discuss accommodation with each other and MAC.

Only if the parties are unable to or do not reach agreement within

thirty (30) days from the time MAC requests such discussions is

MAC authorized to make such a decision unilaterally regarding

accommodations.

e. If the Requesting Airline fails to reach agreement with AIRLINE or

any other Airline, MAC shall make a determination as to whether

any Airline or Airlines have underutilized facilities or capacity

available to accommodate the Requesting Airline after taking into

consideration the nature and extent of those Airlines' operations at

the Airport, including any requirements for spare gates and

facilities and whether there are any limitations on the nature,

extent, cost, duration and extension of such accommodations.

f. In making accommodation decisions MAC shall not be arbitrary

and capricious. Such determinations by MAC shall take into

consideration (1) the then existing utilization of the premises

(including all existing accommodation arrangements) and any

bona fide plan of AIRLINE or any other Airline for the increased

utilization of the premises to be implemented within twelve (12)

months thereafter; (2) the need for compatibility among the current

schedules, flight times, operations, operating procedures and

equipment of AIRLINE or any other Airline (and its Affiliated

Airlines) and those of the Requesting Airline, as well as the need

for labor harmony; and (3) the effect on scheduled service carriers

of accommodating charter carriers at the Terminal Complex. Any

non-public information provided by AIRLINE regarding planned or

proposed routes, schedules or operations shall be treated as

confidential by MAC to the maximum extent permitted by law.

g. Before MAC accommodates a Requesting Airline within AIRLINE's

Premises, MAC must give AIRLINE due notice of its intent. Within

ten (10) days, AIRLINE must accept accommodation of

Requesting Airline or must notify MAC that it wishes to meet with

MAC to show cause why the accommodation should not be made.

h. If MAC elects to proceed with the accommodation after meeting

with AIRLINE, MAC shall give AIRLINE not less than thirty (30)

days to accomplish the accommodation.

i. Whether AIRLINE agrees to accept the accommodation of

Requesting Airline, or MAC elects to proceed with accommodation

over AIRLINE's protests, the Requesting Airline has the right and

the responsibility at its expense to make improvements and

alterations necessitated by the accommodation of the Requesting

Airline, the scope of which shall be approved by AIRLINE and

MAC. If MAC issues a decision requiring accommodation within

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AIRLINE's Premises, that decision shall be a final order of MAC;

AIRLINE's continued objections may be further pursued by any

means available under the law.

j. The foregoing shall not be deemed to abrogate, change, or affect

any restrictions, limitations or prohibitions on assignment,

subletting or use of the premises by others under this Agreement

and shall not in any manner affect, waive or change any of the

provisions thereof.

In the event of a labor stoppage or other event which results in the

cessation or substantial reduction in AIRLINE’s flights operations at the

Airport, AIRLINE will immediately take all reasonable efforts, including but

not limited to, moving of aircraft or equipment, providing access to

AIRLINE’s holdrooms and jet bridges or anything else in AIRLINE’s

control, in order to accommodate the operations of other Airlines

providing air service to the Airport; provided that: (a) AIRLINE at all times

will have access to its premises and equipment for operational reasons

and (b) AIRLINE shall not be required to take any action which would

interfere with its ability to re-institute service upon cessation of labor

stoppage or other event. ). Subject to a mutually acceptable agreement

between MAC and AIRLINE covering such use, AIRLINE shall have the

right to charge reasonable fees and to require reasonable advance

payment for such use of AIRLINE's gates, holdroom areas, and loading

bridges (and any such fees not in excess of 115% of the rates and

charges payable by AIRLINE hereunder for such premises shall be

deemed reasonable).

5. Each Airline shall provide MAC with each published schedule change with

a gate plot showing all times when aircraft are scheduled to be utilizing

each gate leased to such Airline, including aircraft type, projected arrival

and departure times, and point of origin or destination, including activities

by subtenants or airlines being accommodated.

F. WIDE BODY AND BOEING 757 ACCESS

Notwithstanding any other provisions in this Agreement, Northwest Airlines will

accommodate the requirements of any Requesting Airline for scheduled wide

body or Boeing 757 (or similarly sized aircraft) service at one of its gates within

the Terminal Complex, provided that: (1) Requesting Airline must not be able

physically to accommodate such wide body or Boeing 757 (or similarly sized

aircraft) service on any of its own leased premises; and (2) MAC will take all

reasonable efforts to provide access for any narrow body aircraft operated by

Northwest which are displaced.

G. ACCESS

MAC shall have the right at any time or times to close, relocate, reconstruct, change,

alter, or modify any means of access to or egress from the Airport or AIRLINE’s

Premises, either temporarily or permanently; provided that MAC provides

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reasonable notice to AIRLINE and that a reasonably convenient and adequate

means of access, ingress, and egress shall exist or be provided in lieu thereof. This

right is subject to the following conditions:

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

AIRLINE's consent.

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

3. Reasonable replacement facility space shall be provided.

4. Cost of work including Capital Costs associated with reestablishing

AIRLINE's facilities, to the extent they are "in kind" replacements, shall be

borne by MAC and allocated to the appropriate cost center.

5. MAC shall compensate AIRLINE for the unamortized cost of any

leasehold improvements to the extent that such improvements can not be

reused.

6. If loss of space is 30 days or less there shall be no rent adjustment. If

loss of space is temporary but greater than 30 days, AIRLINE's rent will

be proportionately abated and the amount of the rent abatement shall be

allocated to the appropriate cost center. If the loss of space is

permanent, the Leased Premises and corresponding rent shall be

adjusted by lease amendment.

H. SHORT TERM GATES

The holdrooms, aircraft parking positions and operations space associated with

Gates 41, 43, 44, 44A, 46, 76 and 77, as shown on Exhibit J (hereinafter referred to

as "Short Term Gates") shall be made available to Airlines on the following basis in

order to promote Airport access on fair and reasonable terms:

1. AIRLINE shall lease Short Term Gate space under its control on the same

basis as provided in this Agreement, except as provided in this Paragraph.

2. MAC may, in its discretion, cancel the lease of a Short Term Gate leased by

AIRLINE if an Airline presently not leasing a gate directly from MAC or not

currently providing air service to the Airport is proposing to add additional air

service and desires to lease a gate directly from MAC. The following

procedures shall be followed before a Short Term Gate lease may be

cancelled:

a. If an Airline presently not leasing a gate directly from MAC or not

currently providing air service to the Airport is proposing to add

additional air service and desires to lease a gate directly from MAC,

MAC may in its discretion issue a Notice of Cancellation. The Notice

of Cancellation may become effective after 90 days.

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b. In the event of a decision to cancel a Short Term Gate, MAC will

work with AIRLINE to attempt to accommodate AIRLINE’s schedule

pursuant to the procedures of Article IV.E.3.

c. MAC may extend the time periods set forth in this provision for good

cause, e.g. the unavailability of replacement jet bridges or other

ground equipment.

3. In the event MAC cancels the lease of a Short Term Gate pursuant to this

Paragraph, it shall compensate AIRLINE for the unamortized cost of

improvements made to the leased premises of a Short Term Gate. AIRLINE

shall retain and remove AIRLINE property (e.g. jet bridge or other ground

equipment, computers, inserts) or may negotiate their sale.

4. The appearance of a Short Term Gate shall be “generic” i.e. generic carpet,

neutral wall finishes and no distinguishing colors on the podium or backwall

except as to improvements existing as of the date of this Agreement.

AIRLINE may hang corporate banners or posters and name identification

signs so long as they can be detached without significantly damaging the

premises or AIRLINE commits to restoring the premises without cost to

MAC.

5. If AIRLINE is leasing only one holdroom from MAC, it may request that

MAC remove the Short Term Gate designation from a holdroom by

demonstrating that it has met the following conditions:

a. AIRLINE has not been in default on any rental, security deposit,

PFC or other financial obligations to MAC for any of the previous

twelve consecutive months; and

b. AIRLINE has maintained an Average Daily Utilization at least

equal to seven departures for each of the previous twelve

consecutive months. For purposes of this provision “Average

Daily Utilization” shall mean the number of AIRLINE’s and an

Affiliated Airline’s scheduled aircraft departures using the gate

with aircraft of fifty or more seats in a calendar month, divided by

the number of days in that calendar month; provided, however,

that if AIRLINE’s or the Affiliated Airline’s actual flight activity

differs by more than five percent (5%) from its published schedule

in any calendar month, MAC shall use AIRLINE’s or the Affiliated

Airline’s actual total departures for purpose of calculating Average

Daily Utilization.

I. REGIONAL RAMP

MAC shall:

1. Designate parking positions on the Regional Ramp for Preferential Use

by AIRLINE in accordance with Exhibit L and shall update this Exhibit to

reflect construction changes; provided, however, that during any time in

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which a parking position is not required for use by AIRLINE or an

Affiliated Airline, MAC may require AIRLINE to accommodate another

Airline during any time in which a parking position is not required for use

by AIRLINE or an Affiliated Airline, subject to the standards and

procedures in Article IV.E.3. (and credit AIRLINE for any rents received

from such Airline);

2. Allocate all unassigned parking positions on the Regional Ramp for

Common Use and shall assign their use to AIRLINE or an Affiliated Airline

upon request or to another Airline on a Preferential Use basis; and

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

equipment.

J. RELINQUISHMENT OF PREMISES

1. NOTICE OF INTENT TO RELINQUISH PREMISES

In the event AIRLINE desires to relinquish any of its Premises, AIRLINE

shall provide written notice to MAC thirty (30) days in advance of such

relinquishment and shall identify in such notice all areas it wishes to

relinquish. MAC shall make its best efforts to lease such areas to another

Airline, to the extent the proposed relinquished Premises is suitable for

another Airline.

2. NON-WAIVER OF RESPONSIBILITY

AIRLINE shall continue to be solely responsible pursuant to this

Agreement for the payment of all rents, charges and fees related to the

Premises until another Airline commences payment for Premises as

provided below.

3. REDUCTION OF RENTS, FEES, AND CHARGES

AIRLINE's rents, fees and charges related to that portion of the Premises

taken by another Airline, pursuant to such Airline's agreement with MAC,

shall be reduced in the amount of the rent, fees and charges paid by such

other Airline. This reduction shall begin only when the Airline that

contracted with MAC for its use of the Premises begins payment for the

Premises and shall end if such Airline becomes delinquent in payment

for the Premises.

K. MID-TERM RELINQUISHMENT OF PREMISES

As provided below, in the event the actual airline cost per Enplaned Passenger

exceeds $5.16 per Enplaned Passenger (in 1998 dollars) as calculated below, in

Fiscal Year 2002, AIRLINE shall be permitted on a one-time basis to relinquish a

portion of its Premises pursuant to this Subsection, such relinquishment to be

effective January 1, 2004.

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1. NOTICE OF INTENT TO RELINQUISH PREMISES

On or before June 30, 2003, MAC shall provide AIRLINE with the actual

airline cost per Enplaned Passenger calculation for Fiscal Year 2002.

Provided that the airline cost per Enplaned Passenger amount exceeds

the amount set forth in this Subsection, AIRLINE shall be permitted to

relinquish a portion of its Premises effective January 1, 2004. AIRLINE

shall provide written notice to MAC by no later than September 30, 2003

of its intent to relinquish a portion of its Premises pursuant to this

Subsection and shall identify in such notice the areas it wishes to

relinquish.

2. LIMITATIONS ON RELINQUISHMENT OF PREMISES

The portion of Premises that AIRLINE shall be permitted to relinquish

pursuant to this Subsection shall be limited to one-half of its Premises, up

to a maximum of two aircraft parking positions with associated holdrooms,

and an allocable portion of other AIRLINE Exclusive Use Space. MAC

may require that AIRLINE relinquish other Exclusive Use Space

proportional to AIRLINE’s share of holdrooms that is relinquished.

3. TREATMENT OF RELINQUISHED PREMISES

The square footage of Premises that is relinquished pursuant to this

Subsection and is designated as Rentable Space shall not be regarded

as Rentable Space until such time as such relinquished space is leased

to another Airline.

4. CALCULATION OF AIRLINE COST PER ENPLANED PASSENGER

MAC shall calculate the airline cost per Enplaned Passenger based on

actual revenues from rents, fees, and charges paid by all Airlines during

Fiscal Year 2002; provided, however, that the number of Enplaned

Passengers used to calculate the airline cost per Enplaned Passenger

shall be the larger of (a) the actual number of Enplaned Passengers at

the Airport for Fiscal Year 2002, or (b) 14,456,000 (the number of

Enplaned Passengers at the Airport in Fiscal Year 1997). For the purpose

of expressing the cost per Enplaned Passenger in 1998 dollars, MAC will

use the Implicit Price Deflator for Gross Domestic Product, or a similar

price index, published by the U.S. Department of Commerce, Bureau of

Economic Analysis.

L. SURRENDER OF PREMISES

1. Upon termination of this Agreement in its entirety, whether by its terms or by

earlier cancellation, AIRLINE's rights to use the Premises, facilities, rights,

licenses, services and privileges hereby given shall cease, and AIRLINE

shall forthwith surrender possession to MAC.

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2. All structures, fixtures, improvements, equipment and other property bought,

installed, erected or placed by AIRLINE on the Premises or elsewhere on

the Airport, including without limiting the generality thereof storage tanks,

pipes, pumps, wires, poles, machinery and air conditioning equipment, shall

be deemed to be personal property and remain the property of the AIRLINE,

and AIRLINE shall have the right to remove the same if AIRLINE is not then

in default; provided that AIRLINE shall remove its property within a period of

ninety (90) days after termination, and shall restore the Premises to its

condition as of the commencement of the Term hereof, ordinary wear and

tear or damage by the elements, fire, explosion and other casualty excepted,

but including any environmental restoration.

3. If AIRLINE's property is not so removed and the Premises restored prior to

the expiration of the aforesaid period of ninety (90) days, MAC shall

thereafter have the right, by giving AIRLINE written notice thereof, to take

title to AIRLINE's property located on the Premises, or alternatively, to cause

such property to be removed and sold or otherwise disposed of as MAC may

elect, and AIRLINE hereby constitutes MAC its agent for the purpose of

such removal and sale, and authorizes MAC in its sole discretion to

determine the method of disposition. AIRLINE shall be responsible for any

and all reasonable costs incurred by MAC in the removal of AIRLINE's

property from the Premises and the disposition thereof and for restoration of

the Premises. MAC shall pay over to AIRLINE any amount received from

disposition of AIRLINE's property in excess of the cost of removal,

disposition, and restoration.

4. MAC reserves the right to make a reasonable rental charge covering the

period following termination of the Agreement to the date of removal of

AIRLINE's property or until MAC gives AIRLINE notice of taking title thereto

provided that no charge shall be made for the first thirty (30) days following

termination of the Agreement.

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V. RENTS, FEES, AND CHARGES

A. GENERAL

For use of the Premises, facilities, rights, licenses, services and privileges granted

hereunder, AIRLINE agrees to pay MAC during the Term of this Agreement the

rents, fees and charges as hereinafter described. In addition, AIRLINE agrees to

pay MAC applicable fees set forth in Article XIII, Supplemental Agreements.

B. RENTS, FEES, AND CHARGES

1. Landing Fees. AIRLINE shall pay to MAC monthly landing fees to be

determined by multiplying the number of 1,000-pound units of AIRLINE’s

Total Landed Weight during the month by the then-current landing fee

rate. The landing fee rate shall be calculated according to procedures set

forth in Article VI.

2. Environmental Surcharges. AIRLINE shall pay to MAC monthly

environmental surcharges to be determined by multiplying the number of

AIRLINE’s Stage 2 and Stage 3 aircraft operations during the month by

the then-current environmental surcharge rate. The environmental

surcharge rate shall be calculated according to procedures set forth in

Article VI. The environmental surcharge will be terminated effective

January 1, 2000.

a. Excess Stage 2 Fees. AIRLINE shall pay to MAC excess Stage 2

fees to be determined by multiplying the number of Stage 2

Operations conducted by AIRLINE during the year by the then-

current excess Stage 2 fee rate. The excess Stage 2 fee rate shall

be calculated according to procedures set forth in Article VI. The

excess Stage 2 fee will be terminated effective January 1, 2000.

b. Stage 3 Credit. AIRLINE shall receive a Stage 3 credit from MAC

against the environmental surcharge and the excess Stage 2 fees,

to be determined by multiplying the Stage 3 credit by the

proportion that AIRLINE’s Stage 3 Operations represents of total

Stage 3 Operations of Signatory Airlines at the Airport. The Stage

3 credit shall be calculated according to procedures set forth in

Article VI. The Stage 3 credit will be terminated effective January

1, 2000.

3. Terminal Apron Fees. AIRLINE shall pay to MAC monthly Terminal

Apron fees to be determined by multiplying the number of lineal feet of

Terminal Apron under lease to AIRLINE during the month by the then-

current Terminal Apron rate. The Terminal Apron rate shall be calculated

according to procedures set forth in Article VI.

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4. Regional Ramp Fees. AIRLINE shall pay to MAC monthly regional ramp

fees based upon the regional ramp fee rate then in effect. The regional

rate shall be calculated according to procedures set forth in Article VI.

5. Terminal Building Rents. AIRLINE shall pay to MAC monthly Terminal

Building rentals for its Exclusive (janitored and unjanitored), Preferential

and Common Use Space in the Terminal Building. The Terminal Building

rental rates shall be calculated according to procedures set forth in Article

VI.

Terminal Building rentals for Common Use Space (except the IAF) shall

be prorated among Signatory Airlines using the Common Use Formula.

6. Carrousel and Conveyor Charges. AIRLINE shall pay to MAC monthly

carrousel and conveyor charges based upon maintenance and operating

costs and direct depreciation and interest costs. The carrousel and

conveyor charges shall be calculated according to the procedures set

forth in Article VI and shall be prorated among Signatory Airlines using

the Common Use Formula.

7. IAF Gate Fees. AIRLINE shall pay to MAC monthly IAF gate fees

determined by multiplying the number of arrivals at the IAF by AIRLINE’s

propeller aircraft, narrow-body jet aircraft, and wide-body jet aircraft by

$400, $800, and $1,200, respectively.

8. IAF Use Fees. AIRLINE shall pay to MAC monthly IAF use fees

determined by multiplying the number of AIRLINE’s international

passengers arriving at the IAF during the month by the IAF use fee rate.

The IAF use fee rate shall be calculated according to procedures set forth

in Article VI.

9. Other Fees and Charges. AIRLINE shall pay to MAC reasonable fees for

the various other services provided by MAC to AIRLINE. These services

include, but may not be limited to, the following:

a. Use of the Humphrey Terminal and Humphrey ramp at rates

established from time to time by MAC.

b. Use of Garage Parking Cards by AIRLINE’s employees at rates

set forth in the Guidelines for Administering Validated Airport

Parking.

c. Use of designated employee parking facilities by AIRLINE’s

employees at rates established from time to time by MAC.

d. Nonroutine Terminal Apron cleaning and other special services

requested by AIRLINE at rates that reflect the costs incurred by

MAC.

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e. Security and personnel identification badges for AIRLINE’s

personnel at rates established from time to time by MAC.

f. Office services, such as facsimile, photocopying, or telephone

provided by MAC. Charges for these services shall be at the rates

that MAC customarily charges for such services.

g. Charges for the cost of separately metered water and sewer and

other such utilities not otherwise included in the calculation of

rents, fees, and charges.

C. MONTHLY ACTIVITY REPORT

1. CONTENTS AND DUE DATE

Without any demand therefor AIRLINE shall furnish MAC on or before the

10th day of each and every month, the IAF reports and an accurate written

report of AIRLINE’s operations during the preceding month, setting forth all

data necessary to calculate the AIRLINE’s fees and charges due under this

Agreement. Said report shall be in a format prescribed by MAC and shall

include the following: (a) AIRLINE’s actual aircraft revenue flight arrivals at

the Airport by type of aircraft, Maximum Certificated Gross Landing Weight

of each type of aircraft, and Total Landed Weight; (b) the total number of

Enplaned, Deplaned, Non-Revenue and Through Passengers of AIRLINE at

the Airport, breaking Enplaned Passengers into originating and connecting

passengers; (c) the amount of domestic and international cargo, mail, and

express packages (in pounds) enplaned and deplaned by AIRLINE at the

Airport; (d) the total number of Stage 2 and Stage 3 landings and other

landings not otherwise classified as a Stage 2 or a Stage 3 landing; (e) the

total number of scheduled and nonscheduled aircraft operations; and (f) a

summary reflecting all of AIRLINE's actual flight activity by aircraft type for

gates, the regional ramp, and the IAF.

AIRLINE shall also provide to MAC a separate report for each Affiliated

Airline unless separately reported to MAC by such Affiliated Airline.

2. FAILURE TO REPORT

If AIRLINE fails to furnish MAC with the monthly activity report by the due

date, AIRLINE's landing fees, environmental surcharge, IAF gate fees, and

IAF use fees, as provided for hereinafter, shall be determined by assuming

that AIRLINE's activity factor, as appropriate for each fee, for such month

was one hundred percent (100 percent) of its activity factor, as appropriate

for each fee, during the most recent month for which such data are

available for AIRLINE. Any necessary adjustment in such fees shall be

calculated after an accurate report is delivered to MAC by AIRLINE for

the month in question. Resulting surpluses or deficits shall be applied as

credits or charges to the appropriate invoices in the next succeeding

month.

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3. INSPECTION AND MAINTENANCE OF RECORDS

AIRLINE shall maintain records, accounts, books and data with respect to

its operations at the Airport sufficient to permit MAC to calculate and

verify the rents, fees and charges due under this Agreement, which shall

cover a period of not less than three (3) years beyond the end of

AIRLINE's fiscal year in which such record was created. Such records

shall be subject to inspection and audit by MAC at all reasonable times.

D. SECURITY DEPOSITS

1. Unless AIRLINE has provided regularly scheduled passenger, all cargo or

combination flights to and from the Airport for the twelve (12) months

immediately prior to AIRLINE's execution of this Agreement (or immediately

prior to the assignment of this Agreement to AIRLINE) without an act or

omission having occurred that would have been an event of default under

Article XIV of this Agreement if this Agreement had been in effect during this

period, AIRLINE shall provide MAC upon the execution of this Agreement

(or upon the assignment of this Agreement to AIRLINE) with a contract

bond, irrevocable letter of credit or other security acceptable to MAC

(“Contract Security”) in an amount equal to the total of three (3) months'

estimated rents, fees and charges payable by AIRLINE under Article V of

this Agreement plus three (3) months’ estimated PFC collections under this

Article V, to guarantee the faithful performance by AIRLINE of all of its

obligations under this Agreement and the payment of all rents, fees, and

charges due hereunder and of all PFCs due to MAC. Such Contract Security

shall be in such form and with such company licensed to do business in the

State of Minnesota as shall be acceptable to MAC within its reasonable

discretion.

2. AIRLINE shall be obligated to maintain Contract Security in an amount equal

to MAC’s estimate of three months’ rents, fees, and charges plus three (3)

months’ estimated PFC collections payable hereunder and to maintain this

Contract Security in effect until the expiration of twelve (12) consecutive

months (including any period prior to AIRLINE's execution of this Agreement

during which AIRLINE provided regularly scheduled flights to and from the

Airport) during which no event of default under Article XIV of this Agreement

(and for any such prior period, no act or omission that would have been such

an event of default hereunder) has occurred. If such Contract Security

should be canceled, AIRLINE shall provide a renewal or replacement

Contract Security for the period required pursuant to this Section. AIRLINE

shall provide at least sixty (60) days prior written notice of the date on which

any Contract Security expires or is subject to cancellation.

3. If an event of default under Article XIV, A. 1, 2, or 5 of this Agreement shall

occur, MAC shall have the right, by written notice to AIRLINE given at any

time within ninety (90) days of such event of default, to impose or reimpose

the requirements of this Section on AIRLINE. In such event, AIRLINE shall

within ten (10) days from its receipt of such written notice provide MAC with

the required Contract Security and shall thereafter maintain such Contract

EXHIBIT A

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Security in effect until the expiration of the required period during which no

event of default under Article XIV of this Agreement occurs. MAC shall have

the right to reimpose the requirements of this Section on AIRLINE each time

an event of default occurs during the Term of this Agreement. MAC's rights

under this Section shall be in addition to all other rights and remedies

provided it under this Agreement.

4. To the extent that AIRLINE holds any property interest in PFC funds

collected for the benefit of MAC, AIRLINE hereby pledges to MAC and

grants MAC a first priority security interest in such funds, and in any and all

accounts into which such funds are deposited.

E. PAYMENT PROVISIONS

1. Terminal rentals for Exclusive and Preferential Use Premises, fees per

the Common Use Formula, and Terminal Apron Fees shall be due and

payable the first day of each month in advance without invoice from MAC.

2. Within ten (10) days following the last day of each month, AIRLINE shall

transmit to MAC payment for the amount of landing fees, environmental

surcharges, IAF gate fees, and IAF use fees incurred by AIRLINE during

said month, as computed by AIRLINE without invoice from MAC.

3. All other rents, fees, or charges set forth herein, including supplemental

billings for year-end adjustments, if any, shall be due within thirty (30)

days of the date of the invoice therefor.

4. The acceptance by MAC of any payment made by AIRLINE shall not

preclude MAC from verifying the accuracy of AIRLINE's report and

computations or from recovering any additional payment actually due

from AIRLINE.

5. Any payment not received within thirty (30) days of the due date shall

accrue interest at the rate of 1.5 percent per month measured from the

due date until paid in full.

6. Payments shall be made to the order of the “Metropolitan Airports

Commission.” Airline agrees to cooperate with MAC in the development

of electronic transfer of funds as the method of payment.

7. Payments shall be sent to the following address or such other place as

may be designated by MAC from time to time:

Metropolitan Airports Commission

NW-9227

Minneapolis, MN 55485

EXHIBIT A

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F. NET AGREEMENT

This is a net agreement with reference to rents, fees, and charges paid to MAC.

AIRLINE shall pay all taxes, fees, or assessments of whatever character that

may be lawfully levied, assessed, or charged by any governmental entity upon

the property, real and personal, occupied, used, or owned by AIRLINE, or upon

the rights of AIRLINE to occupy and use the Premises, or upon AIRLINE's

improvements, fixtures, equipment, or other property thereon, or upon AIRLINE's

rights or operations hereunder. AIRLINE shall have the right at its sole cost and

expense to contest the amount or validity of any tax or license as may have been

or may be levied, assessed, or charged.

G. NO OTHER FEES AND CHARGES

Except as expressly provided for herein, including but not limited to Article

III.B.3., no further rents, fees, or charges shall be charged against or collected

from AIRLINE, its passengers, shippers, and receivers of freight and express

packages and its suppliers of goods and services, by MAC for the Premises,

facilities, rights and licenses granted to AIRLINE in this Agreement.

H. PASSENGER FACILITY CHARGES

MAC expressly reserves the right to assess and collect PFCs in accordance with

the PFC Regulations. The following shall apply to the collection of PFCs:

1. AIRLINE shall hold the net principal amount of all PFCs that are collected

by AIRLINE or its agents on behalf of MAC pursuant to 49 U.S.C. App.

Section 1513 and the rules and regulations thereunder (14 C.F.R. Part

158, herein the “PFC Regulations”) in trust for MAC. For purposes of this

Section, net principal amount shall mean the total principal amount of all

PFCs that are collected by AIRLINE or its agents on behalf of MAC,

reduced by all amounts that AIRLINE is permitted to retain pursuant to

Section 158.53(a) of the PFC Regulations.

2. In the absence of additional regulations governing the treatment of

refunds, any refunds of PFCs due to passengers as a result of changes of

itinerary shall be paid proportionately out of the net principal amount

attributable to such PFCs and the amount that AIRLINE was permitted to

retain under Section 158.53(a) of the PFC Regulations attributable to

such PFCs. AIRLINE hereby acknowledges that the net principal amount

of all PFCs collected on behalf of MAC shall remain at all times the

property of MAC, except to the extent of amounts refunded to passengers

pursuant to the preceding sentence (which shall remain the property of

MAC until refunded and become the property of the passenger upon and

after refund). Other than the amounts that AIRLINE is entitled to retain

pursuant to Section 158.53 of the PFC Regulations, AIRLINE shall be

entitled to no compensation.

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3. In the event AIRLINE fails to remit PFC revenues to MAC within the time

limits established in the PFC Regulations, such event shall be an event of

default subject to Article XIV of this Agreement.

I. NON-WAIVER

The acceptance of fees by MAC for any period or periods after a default of any of

the terms, covenants and conditions herein contained to be performed, kept and

observed by AIRLINE, shall not be deemed a waiver of any right on the part of

MAC to terminate this Agreement for failure by AIRLINE to perform, keep or

observe any of the terms, covenants or conditions of this Agreement.

J. NONSIGNATORY LANDING FEES

The landing fee rate charged to any Airline that is not a Signatory Airline shall be

in accordance with the rates established by ordinance from time to time by MAC.

K. AFFILIATED AIRLINE

If AIRLINE is an Affiliated Airline, then AIRLINE is not obligated to pay MAC the

fixed (i.e. 20%) portion of the Common Use Bag Claim and Carrousel Charges

and the Security Deposit requirement in Article V.D. If AIRLINE has designated

an Airline as an Affiliated Airline, AIRLINE hereby unconditionally guarantees all

rents, fees and charges including passenger facility charges of any Affiliated

Airline so designated by AIRLINE, and upon receipt of notice of default by such

Affiliated Airline (with a copy to AIRLINE), AIRLINE will pay such amounts to

MAC on demand pursuant to the payment provisions of this Agreement.

AIRLINE must give MAC thirty (30) days advance written notice in order to

designate an Airline as an Affiliated Airline or to revoke such status.

EXHIBIT A

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VI. CALCULATION OF RENTS, FEES, AND CHARGES

A. GENERAL

Effective January 1, 1999 and for each Fiscal Year thereafter, rents, fees, and

charges will be reviewed and recalculated based on the principles and

procedures set forth in this Article. The annual costs associated with each of the

indirect cost centers shall be allocated to each of the Airport Cost Centers based

on the allocations as set forth in Exhibit M, Indirect Cost Center Allocation, which

allocations may be amended from time to time by mutual consent of MAC and a

Majority-In-Interest of Signatory Airlines. Such consent may not be unreasonably

withheld.

B. CALCULATION/COORDINATION PROCEDURES

1. AIRLINE shall provide to MAC: (a) on or before August 1 of each year a

preliminary estimate of Total Landed Weight for the succeeding calendar

year of AIRLINE and each Affiliated Airline, unless separately reported to

MAC by such Affiliated Airline; and (b) on or before October 1 of each year a

final estimate of such weight. If the final estimate is not so received, MAC

may continue to rely on the preliminary estimate for the MAC budgeting

process. MAC will utilize the forecast in developing its preliminary

calculation of Total Landed Weight for use in the calculation of rents,

fees, and charges for the ensuing Fiscal Year.

2. On or before October 15 of each Fiscal Year, MAC shall submit to

AIRLINE a preliminary calculation of rents, fees, and charges for the

ensuing Fiscal Year. The preliminary calculation of rents, fees, and

charges will include, among others, MAC’s estimate of all revenue items,

Operation and Maintenance Expenses, depreciation and imputed interest,

Capital Outlays, required deposits, including amounts necessary to be

deposited in the Coverage Account in order to meet MAC’s rate covenant

under the Trust Indenture, and Rentable Space. The calculation of

depreciation and imputed interest will be based on MAC’s determination

of the useful life of each asset and the weighted average cost of capital,

respectively, under generally accepted accounting principles, except that

unless specifically prohibited by generally accepted accounting principles

applicable to a particular project, (a) Terminal Building projects involving

building or structural changes added to the rate calculation after January

1, 1999 and which would otherwise have been depreciated over 20-25

years shall be depreciated over 30 years, and (b) ramp and runway

projects involving replacement concrete or ramp work added to the rate

calculation after January 1, 1999 and which would otherwise have been

depreciated over 20-25 years shall be depreciated over 30 years.

3. Within fifteen (15) days after receipt of the preliminary calculation of rents,

fees, and charges, if requested by the Signatory Airlines, a meeting shall

be scheduled between MAC and the Signatory Airlines to review and

discuss the proposed rents, fees, and charges.

EXHIBIT A

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4. MAC shall then complete a calculation of rents, fees, and charges at such

time as the budget is approved, taking into consideration the comments

or suggestions of AIRLINE and the other Signatory Airlines.

5. If, for any reason, MAC’s annual budget has not been adopted by the first

day of any Fiscal Year, the rents, fees, and charges for the Fiscal Year

will initially be established based on the preliminary calculation of rents,

fees, and charges until such time as the annual budget has been adopted

by MAC. At such time as the annual budget has been adopted by MAC,

the rents, fees, and charges will be recalculated, if necessary, to reflect

the adopted annual budget and made retroactive to the first day of the

Fiscal Year.

6. If, during the course of the year, MAC believes significant variances exist

in budgeted or estimated amounts that were used to calculate rents, fees,

and charges for the then current Fiscal Year, MAC may after notice to

Airlines adjust the rents, fees, and charges for future reports to reflect

current estimated amounts.

C. LANDING FEES

MAC shall calculate the landing fee rate in the following manner and as

illustrated in Exhibit N.

1. The total estimated Airfield Cost shall be calculated by totaling the

following annual amounts:

a. The total estimated direct and allocated indirect Operation and

Maintenance Expenses allocable to the Airfield cost center.

b. The estimated direct and allocated indirect depreciation and

imputed interest on the net Capital Cost (after grants and PFCs)

allocable to the Airfield cost center. MAC agrees to defer the start

of recovery through landing fees of depreciation and imputed

interest on $49.683 million of project costs included in the Runway

17/35 Program from their original date of beneficial occupancy to

2006. Carrying costs for such projects during this deferral period

shall be calculated with the amount added to the original project

cost (which, if debt funded, includes the allocated portion of

capitalized interest, debt service reserve funds, issuance costs,

and other such cost elements related to such debt) for recovery

through the project’s depreciation and imputed interest

calculations starting in 2006. Depreciation and imputed interest

on these projects shall be recovered over the depreciation periods

set forth in Article VI.B.2.

c. The estimated imputed interest (net of grants and PFCs) on the

historical cost of MAC’s investment in land.

EXHIBIT A

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d. The total estimated direct and allocated indirect cost (net of grants

and PFCs) of Capital Outlays allocable to the Airfield cost center.

e. The amount of any fine, assessment, judgment, settlement, or

extraordinary charge (net of insurance proceeds) paid by MAC in

connection with the operations on the Airfield, to the extent not

otherwise covered by Article X.

f. The amounts required to be deposited to funds and accounts

pursuant to the terms of the Trust Indenture, including, but not

limited to, its debt service reserve funds allocable to the Airfield

cost center. MAC agrees to exclude from the calculation of

landing fees the amounts which it may deposit from time to time to

the maintenance and operation reserve account and the Coverage

Account established and maintained pursuant to the Trust

Indenture except for such amounts which are necessary to be

deposited to the Coverage Account in order for MAC to meet its

rate covenant under the Trust Indenture.

g. Any amounts required to be collected from landing fees pursuant

to 1999 Minn. Laws Chapt. 243-Omnibus Tax Bill (Richfield

Bonds) unless such payment is prohibited by applicable federal

law.

2. The total estimated Airfield Cost shall be adjusted by the total estimated

annual amounts of the following items to determine the Net Airfield Cost:

a. Service fees received from the military, to the extent such fees

relate to the use of the Airfield;

b. General aviation and nonsignatory landing fees;

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

Depreciation and imputed interest on the Capital Cost, if any,

disapproved by a Majority-In-Interest of Signatory Airlines.

Landing Fee Deferral/Addition.

Unless such amounts are required for MAC to comply with

its rate covenant under the Trust Indenture, MAC will defer

the collection of $1.761 million for FY1999 and $3.753

million for FY2000.

ii.

Unless such amounts are required for MAC to comply with

its rate covenant under the Trust Indenture, with respect to

the period from FY2001 through FY2006, MAC will prepare

an estimated landing fee rate as follows: Using the amount

of landing fees that would result from the estimated landing

fee rate, along with the other Airline fees and charges

EXHIBIT A

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normally used to determine Airline payments per

enplanement (hereinafter “APPE”), MAC will calculate a

projected APPE amount for the upcoming fiscal year using

such Airline payments divided by the greater of (a) MAC’s

projection of enplanements for such fiscal year or (b) the

actual enplanement amounts for the prior fiscal year

increased for 2 years by 3 percent per year.

If the projected APPE amount for an upcoming fiscal year

exceeds the APPE amount for 1998, escalated by 6.85

percent per year (hereinafter “APPE Comparison

Amount”), then MAC shall reduce the amount to be

recovered from Airlines through landing fees in the

upcoming fiscal year to equate to the APPE Comparison

Amount; provided, however, that the total amount of any

such reduction in any fiscal year shall not exceed the

amount shown in the following table:

Fiscal Year Amount

2001 $ 5.031 million

2002 $ 6.790 million

2003 $ 0.875 million

2004 $ 7.606 million

2005 $ 1.917 million

2006 $ 5.672 million

iii.

Any amounts deferred pursuant to this provision shall be

recorded in a deferred revenue account. Balances in such

account shall accrue interest at 6.1 percent per annum.

iv.

With respect to FY 1999 through FY2006, the deferred

revenue account may be added to landing fees to the

extent that the projected APPE amount for that fiscal year

is less than the APPE Comparison Amount for that fiscal

year. With respect to FY2007 through FY2010, the

balance in the deferred revenue account, along with any

future interest accruals, shall be recovered in total from the

Airlines by adding a portion of the deferred amount, with

interest, to landing fees, based upon the following

percentage:

•

15 % of the deferred amount in FY2007, plus accrued

interest

•

40% of the deferred amount in FY2008, plus accrued

interest

•

40% of the deferred amount in FY2009, plus accrued

interest

EXHIBIT A

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•

5% of the deferred amount in FY2010, plus accrued

interest

The Net Airfield Cost shall then be divided by the estimated Total Landed

Weight (expressed in thousands of pounds) of the Signatory Airlines

operating at the Airport to determine the landing fee rate per 1,000

pounds of aircraft weight for a given Fiscal Year.

D. ENVIRONMENTAL SURCHARGE

Signatory Airlines operating stage 2 and/or stage 3 aircraft at the Airport shall

pay an environmental surcharge and excess stage 2 fee, and shall receive a

stage 3 credit, as applicable, for operations of stage 2 and stage 3 aircraft at the

Airport until January 1, 2000 at which time the environmental surcharge, excess

stage 2 fee, and stage 3 credit will be terminated and the applicable costs shall

be included in the landing fees as provided elsewhere in this Agreement. MAC

shall calculate the environmental surcharge, excess stage 2 fee, and stage 3

credit in the following manner and as illustrated in Exhibit N.

1. MAC shall calculate the environmental surcharge prior to the beginning of

the Fiscal Year based on the estimated Off-Airport Aircraft Noise Costs

and shall recalculate the environmental surcharge following the end of the

Fiscal Year based on procedures in Section J of this Article. MAC shall

calculate the excess stage 2 fee and stage 3 credit following the end of

the Fiscal Year based on actual costs and operations.

2. MAC shall calculate the environmental surcharge rate by dividing the

estimated annual Off-Airport Aircraft Noise Costs, net of environmental

surcharges paid by nonsignatory airlines, by the total number of Stage 2

and Stage 3 Operations of Signatory Airlines at the Airport to produce a

rate per aircraft operation.

3. MAC shall calculate the excess stage 2 fee rate by multiplying the annual

environmental surcharge rate by thirty (30) percent to produce an excess

stage 2 fee rate per Stage 2 Operation.

4. The stage 3 credit shall be equal to the total excess stage 2 fees paid by

the Signatory Airlines at the Airport in a given Fiscal Year.

5. Credits under this Section shall not exceed fees under this Section for

any Signatory Airline in a given Fiscal Year.

E. TERMINAL APRON FEES

MAC shall calculate the terminal apron rate in the following manner and as

illustrated in Exhibit N.

1. The total estimated Terminal Apron Cost shall be calculated by totaling

the following annual amounts:

EXHIBIT A

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a. The total estimated direct and allocated indirect Operation and

Maintenance Expenses allocable to the Terminal Apron cost

center.

b. The estimated direct and allocated indirect depreciation and

imputed interest on the net Capital Cost (after grants and PFCs)

allocable to the Terminal Apron cost center (excluding hydrant

fueling repairs and modifications).

c. The total estimated direct and allocated indirect cost (net of grants

and PFCs) of Capital Outlays allocable to the Terminal Apron cost

center.

d. The amounts required to be deposited to funds and accounts

pursuant to the terms of the Trust Indenture, including, but not

limited to, its debt service reserve funds allocable to the Airfield

cost center. MAC agrees to exclude from the calculation of

landing fees the amounts which it may deposit from time to time to

the maintenance and operation reserve account and the Coverage

Account established and maintained pursuant to the Trust

Indenture except for such amounts which are necessary to be

deposited to the Coverage Account in order for MAC to meet its

rate covenant under the Trust Indenture.

2. The Terminal Apron Cost shall then be divided by the total estimated

lineal feet of Terminal Apron, to determine the terminal apron rate per

lineal foot for a given Fiscal Year. For the purposes of this calculation,

lineal feet of Terminal Apron shall be computed as the sum of the

following:

a. Lineal feet of Terminal Apron excluding the lineal feet of Regional

Ramp; and

b. Weighted lineal feet of Regional Ramp, which MAC shall compute

as the lineal feet of Regional Ramp weighted by the ratio of the

average depth of the Regional Ramp to the average depth of

other areas of the Terminal Apron.

F. REGIONAL RAMP FEES

MAC shall calculate the regional ramp fee for Preferential and Common Use

parking positions in the following manner and as illustrated in Exhibit N.

1. The total estimated Regional Ramp Cost shall be calculated by

multiplying the terminal apron rate per lineal foot by the weighted lineal

feet of Regional Ramp.

2. The Regional Ramp Cost shall be divided by the total number of aircraft

parking positions on the entire Regional Ramp to compute the fee per

Preferential Use parking position.

EXHIBIT A

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3. The Common Use Regional Ramp Cost shall be calculated by multiplying

the fee per Preferential Use parking position by the number of Common

Use parking positions.

4. The Common Use Regional Ramp Cost shall, to the extent feasible, be

fully recovered through a use fee established by MAC taking into

consideration Common Use Regional Ramp Cost and expected utilization

of Common Use parking positions on the Regional Ramp.

5. MAC shall assess no additional charges for areas on the Regional Ramp

designated by MAC for Airline ground service equipment.

G. TERMINAL BUILDING RENTS

MAC shall calculate the terminal building rental rate for unjanitored and janitored

space in the Terminal Building as set forth in Subsections 1 and 2 of this Section.

1. MAC shall calculate the terminal building rental rate for unjanitored space

in the Terminal Building in the following manner and as illustrated in

Exhibit N.

a. The total estimated Terminal Building Cost shall be calculated by

totaling the following annual amounts:

1) The total estimated direct and allocated indirect Operation

and Maintenance Expenses allocable to the Terminal

Building cost center.

2) The estimated direct and allocated indirect depreciation

and imputed interest on the net Capital Cost (after grants

and PFCs) allocable to the Terminal Building cost center.

MAC agrees to defer the start of recovery through terminal

building rents of depreciation and imputed interest on

$121.574 million of project costs included in the Green

Concourse Extension Program from their original date of

beneficial occupancy to 2006. Carrying costs for such

projects during this deferral period shall be calculated with

the amount added to the original project cost (which, if

debt funded, includes the allocated portion of capitalized

interest, issuance costs, and other such cost elements

related to such debt) for recovery through the project’s

depreciation and imputed interest calculations starting in

2006. Depreciation and imputed interest on these projects

shall be recovered over the depreciation periods set forth

by in Article VI. B. 2.

3) The total estimated direct and allocated indirect cost (net

of grants and PFCs) of Capital Outlays allocable to the

Terminal Building cost center.

EXHIBIT A

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4) The amounts required to be deposited to funds and

accounts pursuant to the terms of the Trust Indenture,

including, but not limited to, its debt service reserve funds

allocable to the Airfield cost center. MAC agrees to

exclude from the calculation of landing fees the amounts

which it may deposit from time to time to the maintenance

and operation reserve account and the Coverage Account

established and maintained pursuant to the Trust

Indenture except for such amounts which are necessary to

be deposited to the Coverage Account in order for MAC to

meet its rate covenant under the Trust Indenture.

b. The total estimated Terminal Building Cost shall be reduced by

the total estimated annual amounts of the following items to

determine the Net Terminal Building Cost:

1) Reimbursed expense for steam and chilled water on the

Gold Concourse;

2) Carrousel and conveyor Capital Cost and Operation and

Maintenance Expense; and

3) Janitorial Operation and Maintenance Expenses, as

determined by MAC.

c. The Net Terminal Building Cost shall then be divided by the total

estimated Rentable Space in the Terminal Building to determine

the terminal building rental rate per square foot for unjanitored

space for a given Fiscal Year. (See Initial Rentable Square

Footage, Exhibit O).

2. MAC shall calculate the terminal building rental rate for janitored space by

totaling the following rates and as illustrated in Exhibit N:

a. The terminal building rental rate per square foot for unjanitored

space for a given Fiscal Year, as calculated in this Section; and

b. An additional rate per square foot, the janitored rate, calculated by

dividing the total estimated direct janitorial Operation and

Maintenance Expenses, as determined by MAC, by the total

janitored space in the Terminal Building (excluding MAC and

mechanical space).

H. CARROUSEL AND CONVEYOR CHARGE

1. MAC shall calculate the carrousel and conveyor charge, as illustrated in

Exhibit N, by totaling the following annual amounts: equipment charges

associated with the carrousel and conveyor, including annual depreciation

and imputed interest, maintenance expense, and service charge.

EXHIBIT A

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2. MAC shall prorate the carrousel and conveyor charge among the

Signatory Airlines using the Common Use Formula.

I. IAF USE FEES

The IAF use fee for use of the IAF and any associated gates shall be effective

through December 31, 2015 and shall be based upon:

1. The cost of the maintenance and operation of the International Arrivals

Facility which may include, but is not limited to:

a. utilities;

b. cleaning:

c. maintenance (including the costs of maintaining the security

equipment that existed as of April 1998), repair and replacement

cost allocation;

d. police, fire, and administrative cost allocation;

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

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

and

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

Concourse.

2. Costs associated with the operation of dual international arrivals facility

locations at the Airport, based on the appropriate allocation of costs between

the two facilities, not otherwise funded by the federal inspections agencies

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

those agencies; and

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

4. Costs of improvements (defined as $0.32 (32 cents) per international arriving

passenger) at the Humphrey Terminal that would have been paid by the

Airlines who will now use the International Arrivals Facility until such time as

this fee is no longer collected at the Humphrey Terminal.

Items (1) through (3) above, for which AIRLINE will be billed monthly, shall be set

annually at an estimated charge through MAC's budget process and then adjusted

at year end for actual costs pursuant to certified audit by MAC's external auditors

and such difference shall be charged or credited to AIRLINE and paid by AIRLINE

or MAC within thirty (30) days thereafter.

EXHIBIT A

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

1. As soon as practical following the close of each Fiscal Year, but in no

event later than July 1, MAC shall furnish AIRLINE with an accounting of

the costs actually incurred and revenues and credits actually realized

during such Fiscal Year with respect to each of the components of the

calculation of the rents, fees, and charges calculated pursuant to this

Article broken down by rate making Cost Center.

2. In the event AIRLINE’s rents, fees, and charges billed during the Fiscal

Year exceed the amount of AIRLINE’s rents, fees, and charges required

(as recalculated based on actual costs and revenues), such excess shall

be refunded or credited to AIRLINE.

3. In the event AIRLINE’s rents, fees, and charges billed during the Fiscal

Year are less than the amount of AIRLINE’s rents, fees, and charges

required (as recalculated based on actual costs and revenues), such

deficiency shall be charged to AIRLINE in a supplemental billing.

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VII. CAPITAL EXPENDITURES

A. GENERAL

1. Subject to the provisions of Sections B and D of this Article, MAC may

incur costs to plan, design, and construct Capital Projects to preserve,

protect, enhance, expand, or otherwise improve the Airport System, or

parts thereof, at such time or times as it deems appropriate, and may

recover through airline rents, fees, and charges the costs of such Capital

Projects.

2. Subject to the provisions of this Article, MAC may pay the Capital Cost

associated with any Capital Project using funds lawfully available for such

purposes as it deems appropriate, and may issue Airport Bonds in

amounts sufficient to finance any Capital Project.

3. MAC will use its best efforts to obtain and maximize: (a) federal and state

grants, including MNDOT and AIP grants; (b) one hundred eighty six

million dollars ($186,000,000) in federal letter of intent (“LOI”) and side

agreements; and (c) fifty million dollars ($50,000,000) in additional

entitlement/discretionary money for a total of two hundred thirty six million

dollars ($236,000,000). In the event MAC decides to issue debt to interim

finance project costs otherwise chargeable to cost centers affecting airline

rates and charges expected to be paid from the future receipt of LOI

discretionary grants it will include interest and issuance costs associated

with this debt in the calculation of airline rates and charges.

4. This Agreement shall not be interpreted: (a) to impair the authority of

MAC to impose a Passenger Facility Fee or to use the Passenger Facility

revenue as required by the PFC legislation or PFC Regulations; (b) to

restrict MAC from financing, developing or assigning new capacity at the

Airport with Passenger Facility revenue if and to the extent such

restriction would violate the PFC legislation or PFC Regulations; (c) to

preclude MAC from funding, developing, or assigning new capacity at the

Airport with PFC revenue in any manner required by the PFC legislation

or the PFC Regulations; or (d) to prevent MAC from exercising any other

right it is required to retain by the PFC legislation or PFC Regulations if

and to the extent it is so required to be retained by the PFC legislation or

PFC Regulations. Subject to these provisions, however, MAC and

AIRLINE agree as follows:

a. AIRLINE and MAC agree that MAC may impose a PFC throughout

the Term of this Agreement.

b. MAC will use all PFC revenue, including PFCs attributable to

increases in the PFC collection rate, collected during the Term of

this Agreement to pay the Capital Costs of the 2010 Plan, as the

same may be amended pursuant to the terms of this Agreement,

and any associated debt service, except that to the extent that

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PFC’s are not legally authorized to be used for such purpose

under applicable law, they may be expended for the purposes for

which they are legally authorized.

c. Actual PFC revenue from the lesser of ninety percent (90%) of

Originating Passengers or forty-five percent (45%) of Enplaned

Passengers for the period from 2011 to 2030 will be applied to

fund Capital Costs associated with the 2010 Plan before being

applied in any other manner. A portion (as defined below) of the

PFC’s expected to be collected for the period from 2011 to 2030

will be used to structure a bond issue to fund Capital Costs

associated with the 2010 Plan. Such Capital Costs will not be

charged to airline cost centers, however debt service not actually

paid with PFC’s may be recovered from the Airlines through a

special charge to the appropriate airline cost center. This “portion”

shall be determined by MAC, after consultation with its financial

advisors in conjunction with the issuance of debt associated with

the 2010 Plan, based upon its projections of the amount of PFC

revenue which will be generated from the lesser of ninety percent

(90%) of the projected Originating Passengers or forty-five percent

(45%) of the projected Enplaned Passengers for the period from

2011 to 2030, based upon MAC’s forecasts of passenger growth

and an assumed $5.00 per passenger PFC collection rate.

5. MAC agrees to structure debt so that MAC’s construction fund balance

will not exceed one hundred twenty-five million dollars ($125,000,000) on

December 31, 2010. Any excess beyond this amount will be applied to

reduce debt.

6. Annually MAC shall submit to each Signatory Airline a report on the

Capital Projects that MAC plans to commence during a Fiscal Year. MAC

may from time to time amend or supplement such report for the then-

current year by providing supplementary notice to each Signatory Airline.

The report (or supplemental report) shall contain the following

information:

a. A description of each Capital Project, together with statement of

the need for and benefits to be derived from each Capital Project.

b. A schedule of estimated project costs and proposed funding

sources for each Capital Project.

c. A notice requesting MII approval of the Capital Projects, if any,

that are subject to MII review under Section B of this Article.

B. CAPITAL PROJECTS SUBJECT TO MII REVIEW

MAC may not recover through airline rents, fees, or charges the Capital Costs,

including the Off-Airport Aircraft Noise Costs, of any Capital Project in the Airfield

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Cost Center whose gross project costs exceed one million dollars ($1,000,000)

without the prior approval of a Majority-in-Interest of Signatory Airlines.

1. Each Capital Project, which is subject to this Section B, shall be deemed

to be “Approved by a Majority-In-Interest of Signatory Airlines” unless

MAC receives, within forty-five (45) days of mailing the report specified in

Section A of this Article, either: (a) written responses from a Majority-In-

Interest of Signatory Airlines and such responses signify that a Majority-

In-Interest of Signatory Airlines disapprove such Capital Project or (b) a

certificate from the chair of the MSP Airport Affairs Committee, with

supporting documentation establishing that a Majority-In-Interest of

Signatory Airlines disapprove such Capital Project.

2. MAC may proceed with any Capital Project that was disapproved by a

Majority-In-Interest of Signatory Airlines; provided, however, that MAC

may not recover through airline rents, fees, or charges the Capital Costs,

including the Off-Airport Aircraft Noise Costs, of any disapproved Capital

Project.

3. Notwithstanding the foregoing and subject to the limitations described

below, the 2010 Plan Airfield Programs shall be deemed to be Approved

by a Majority-in-Interest of Signatory Airlines.

C. CAPITAL PROJECTS NOT SUBJECT TO MII REVIEW

Without the prior approval of a Majority-In-Interest of Signatory Airlines, MAC

may incur costs to plan, design, and construct at such time or times as it deems

appropriate, and may recover through airline rents, fees, and charges the costs

of the following Capital Projects:

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

forth in D. below.

MAC plans to undertake a program of improvements to the Airport

System known as the 2010 Plan. The 2010 Plan, which is described in

Exhibit I, includes Capital Projects that are not in the Airfield Cost Center

as well as the 2010 Plan Airfield Programs. Such Capital Projects are so

identified in Exhibit I.

2. Any Capital Project in the Airfield Cost Center that is necessary to comply

with a rule, regulation, or order of any governmental agency, other than

an ordinance of MAC, that has jurisdiction over the operation of the

Airport.

3. Any Capital Project in the Airfield Cost Center that is necessary to satisfy

a final judgment against MAC rendered by a court of competent

jurisdiction.

4. Any Capital Project in the Airfield Cost Center that is necessary to repair

casualty damage, the cost of which exceeds the proceeds of applicable

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insurance; provided that the MAC may recover the Capital Cost of such

repair only to the extent that the cost of reconstruction or replacement

exceeds the insurance proceeds available for such purposes.

D. 2010 PLAN AIRFIELD PROGRAMS

1. Subject to the limitations described below, MAC has the right to incur

costs to plan, design, and construct at such time or times as it deems

appropriate and to recover through airline rents, fees, and charges the

costs of the 2010 Plan Airfield Programs, which are identified in Exhibit I.

2. MAC may add, delete, or otherwise modify components of the 2010 Plan

Airfield Programs; provided, however, that no such modifications may

materially change the scope of any of the 2010 Plan Airfield Programs

without the prior approval of a Majority-In-Interest of Signatory Airlines.

MAC shall provide Signatory Airlines with annual updates on the progress

of the 2010 Airfield Programs including modifications to the 2010 Plan

Airfield Program in reasonable detail.

3. MAC will use its best efforts to obtain a letter of intent for AIP

discretionary grants to fund eligible costs of the Runway 17/35 Program.

4. The Original Cost Estimate (stated in 1998 dollars) of each 2010 Plan

Airfield Program is presented in Exhibit I. MAC may not exceed the

Original Cost Estimate of any 2010 Plan Airfield Program except as set

forth in this Section.

5. MAC may revise the Original Cost Estimate of a 2010 Plan Airfield

Program as follows:

a. From time to time to reflect material scope changes approved by

MAC and by a Majority-In-Interest of the Signatory Airlines; and

b. Annually in accordance with changes in inflation. Such revision

shall be calculated by adjusting the Original Cost Estimate (as

revised to reflect material scope changes) by changes in the

Engineering News Record Construction Cost Index for

Minneapolis.

c. To reflect increases in the cost of the Noise Mitigation Program

caused by increases in the size of the approved 65 DNL noise

contour, as documented in the FAR Part 150 Program.

6. MAC shall develop and maintain Current Cost Estimates for each of the

2010 Plan Airfield Programs.

7. In the event the Current Cost Estimate of any of the 2010 Plan Airfield

Programs exceeds the Original Cost Estimate, as revised, for such

Program, then the MAC at its sole discretion shall do one or more of the

following:

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a. After consultation with Airlines, modify or defer until after 2010 a

sufficient number of projects contained in such Program so that

the Current Cost Estimate does not exceed the Original Cost

Estimate, as revised in accordance with Paragraph D.5. of this

Section; or

b. Fund the amount of the excess and exclude depreciation and

interest on such amount from the calculation of rents, fees, and

charges; or

c. Obtain approval for additional costs from a Majority-In-Interest of

Signatory Airlines. The Majority-In-Interest approval is required

only on the portion of the Current Cost Estimate that exceeds the

Original Cost Estimate, as revised in accordance with Paragraph

D.5. of this Section.

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VIII. INSTALLATION, MAINTENANCE AND UTILITIES

A. OBLIGATIONS OF MAC

1. MAC shall maintain and operate the Airport in conformance with all rules

and regulations of the FAA and any other governmental agency having

jurisdiction thereof, provided that nothing herein contained shall be deemed

to require MAC to enlarge the Airport, to make expansions or additions to

the landing areas, runways or taxiways, or other appurtenances of the

Airport. In limitation of the foregoing, it is expressly agreed that if funds for

the provision, maintenance and operation of the control tower, instrument

landing system, ground control approach and/or other air navigation aids or

other facilities required or permitted by the United States and needed by

AIRLINE for AIRLINE's operation at the Airport, which are now, or may

hereafter be furnished by the United States, are discontinued MAC shall not

be required to furnish such facilities.

2. Except as otherwise specifically provided herein, MAC during the Term of

this Agreement shall, in accordance with acceptable FAA standards, and

other applicable statutes or regulations, operate, maintain, and keep in good

repair the Airport, including the Terminal Complex, vehicular parking spaces,

and all appurtenances, facilities and services therein, including, without

limiting the generality hereof, all field lighting and other appurtenances,

facilities and services which MAC is to furnish hereunder, and Common Use

Premises. MAC shall make repairs thereto, though occasioned by

negligence of AIRLINE or its employees, agents, or invitees. MAC may

recover from AIRLINE such portion of the cost of such repairs as is not

recoverable through MAC's insurance on such damaged or destroyed

structures or facilities.

3. It is further agreed that nothing in this Agreement shall prevent MAC from

making such commitments to the Federal Government or to the State of

Minnesota as may be required in order to qualify for the expenditure of

Federal or State funds on the Airport. Such commitments shall be without

prejudice to AIRLINE's right to claim damages therefrom. In furtherance of

the foregoing, MAC shall:

a. Keep the Airport reasonably free from obstructions, including the

removal and clearing of snow, grass, stone, or other foreign matter

as necessary and with reasonable promptness from the runways,

taxiways and loading areas, and areas immediately adjacent thereto

in order to insure the safe, convenient, and proper use of the Airport

by AIRLINE and others.

b. Keep public areas of the Terminal Complex adequately supplied,

equipped, furnished and decorated, and operate and maintain a

public address system and adequate directional signs in the

Terminal Complex and throughout the Airport, including but not

limited to signs indicating the location of public restaurants,

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restrooms, newsstands, telephones, telegraph, baggage counters,

and all other facilities for passenger or public use in the Terminal

Complex or elsewhere on the Airport.

4. MAC shall:

a. Provide and supply adequate heat, conditioned air, water and

adequate lighting for the Terminal Complex and loading ramps, and

adequate field lighting on or for the Airport (See Article IV.B.).

b. Provide reasonable access to existing sewer, water, heating/cooling,

electrical and other available utilities in the Terminal Complex, with

cost of connection to be borne by Airlines.

c. Provide janitors and other cleaners necessary to keep the areas

outlined in Exhibit P, the unleased Rentable Space, and the field and

runway areas of the Airport at all times safe, clean, neat, orderly,

sanitary, and presentable. AIRLINE may janitor its Preferential Use

holdroom areas if in the judgment of MAC’s Executive Director the

level of cleaning meets MAC’s consistently applied standards.

d. Provide space in the Terminal Building and arrange for the

professional operation of restaurants for the purpose of selling food,

beverages, and merchandise to the public.

5. MAC shall perform maintenance in the Terminal Complex and surrounding

areas in compliance with Exhibit P and as further defined in this Article. Any

changes to that responsibility must be incorporated as an amendment to this

Agreement.

6. MAC by its authorized officers, employees, agents, contractors,

subcontractors, or other representatives, shall have the right (at such times

as may be reasonable under the circumstances and with as little interruption

of AIRLINE’s operation as is reasonably practicable) to enter AIRLINE’s

Exclusive, Preferential, or Common Use Premises for the following

purposes:

a. To inspect such space to determine whether AIRLINE has complied

and is currently in compliance with the terms and conditions of this

Agreement.

b. Upon reasonable notice to perform such maintenance, cleaning, or

repair as MAC’s Executive Director deems necessary, if AIRLINE

fails to perform its obligations under this Article VIII, and to recover

the reasonable cost of such maintenance, cleaning, or repair from

AIRLINE.

7. With regard to the IAF, MAC shall:

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a. Operate, maintain, and keep the IAF space in good repair and shall

keep it adequately supplied, equipped, furnished and decorated, and

operate and maintain adequate directional signs.

b. Provide janitors and other cleaners reasonably necessary to keep

the IAF space, including Federal office space, safe, clean, neat,

orderly, sanitary, and presentable.

B. OBLIGATIONS OF AIRLINE

1. AIRLINE shall, in accordance with Exhibit P, attached hereto, be responsible

for and shall perform or cause to be performed janitorial, maintenance, and

repair of the Exclusive Premises in a neat and orderly condition and shall

repair or replace as needed all improvements, installations, fixtures and

equipment to be initially installed by it hereunder. Where damage is caused

by negligence of MAC, its officers, agents, or employees, AIRLINE may

recover from MAC the cost of repairs to the extent but only to the extent that

the cost of such repairs is not recoverable through insurance of AIRLINE on

such improvements, installations, fixtures and equipment. AIRLINE shall not

commit nor permit any waste of or to the Premises or to apron areas

adjacent to AIRLINE's holdroom. Explicitly in furtherance of the foregoing the

AIRLINE shall:

a. Whether alone or in conjunction with other Airlines at the Airport

provide sufficient porter service and common bag claim service in

the area designated for the convenience of AIRLINE's passengers,

and

b. Not permit the accumulation in the Premises or on the apron area

adjacent to its holdroom of rubbish, debris, waste material, or

anything detrimental to health or unsightly or likely to create a fire

hazard, but shall make prompt disposition thereof.

2. Subject to MAC’s Rules and Regulations and Ordinances, AIRLINE may,

from time to time, install additional facilities and improvements and modify or

expand existing facilities or improvements in its Exclusive and Preferential

Use Premises. Before entering into any contract for such work, or

commencing work with its own personnel, AIRLINE shall first submit to MAC

for its prior written approval a request (in a form prescribed by MAC)

accompanied by a set of complete construction plans and specifications for

the proposed work. The work shall not interfere with the operation of the

Airport and flights to and from the same on a 24 hours per day, 7 days per

week basis. In completing the work approved the AIRLINE shall:

a. If requested by MAC (but only to the extent required by law), require

the contractor and any subcontractor to furnish a performance bond

and payment bond, approved as to form and substance by MAC.

b. Deliver to MAC “as built” drawings of the work actually performed

by it and shall keep such drawings current showing any changes

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or modification made in or to its Exclusive and Preferential Use

Premises.

3. With regard to the IAF, AIRLINE is responsible for handling and disposing of

all international waste on AIRLINE’s aircraft in accordance with the

requirements of the United States Department of Agriculture.

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IX. DAMAGE OR DESTRUCTION OF PREMISES

A. DAMAGE OR DESTRUCTION

1. If any building of MAC in which AIRLINE occupies Premises hereunder shall

be partially damaged by fire, explosion, the elements, the public enemy, or

other casualty, but shall not be rendered thereby untenantable, the same shall

be repaired with due diligence by MAC. If the damage shall be so extensive as

to render such building untenantable in whole or in part but capable of being

repaired in ninety (90) days, the same shall be repaired with due diligence by

MAC and the rent payable hereunder with respect to the portion of AIRLINE's

Premises so rendered untenantable shall be proportionately paid up to the

time of such damage and shall thence forth cease and be abated until such

time as such untenantable portion of such building shall be fully restored to

tenantable condition.

2. In case any such building is completely destroyed by fire, explosion, the

elements, the public enemy, or other casualty, or be so damaged that the

same cannot reasonably be repaired with due diligence by MAC within ninety

(90) days of such casualty, MAC shall, within sixty (60) days of such casualty

give AIRLINE written notice that it intends or does not intend to repair or

reconstruct such building, as follows:

a. In the event MAC elects to repair and reconstruct the building, then

the same shall be repaired with due diligence by MAC and the rent

payable hereunder with respect to the portion of AIRLINE’s Premises

rendered untenantable as a result of such casualty shall be

proportionately paid up to the time of such casualty and shall

thenceforth cease and be abated until such time as such

untenantable portion of such building shall be restored to tenantable

condition.

b. In the event MAC determines not to repair or reconstruct such

building (whether by delivery of notice to said effect or by deemed

notice as hereinafter described), then this Agreement shall be

deemed terminated as to the portion of the AIRLINE’s Premises

rendered untenantable as a result of such casualty with respect to

such portion, and rent payable hereunder with respect to such

portion shall be proportionately paid through the date of such

casualty and shall thenceforth cease.

If no written notice of intention to repair and restore is timely received

by AIRLINE within the above-referenced sixty (60) day period, then

MAC shall be deemed to have elected not to repair or reconstruct

the building. Except as expressly set forth in this Article IX, MAC

shall have no obligation to repair or rebuild any of the facilities at the

Airport in the event of damage by the elements, fire, explosions or

other casualty or causes beyond the control of MAC.

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c. Proceeds of any insurance maintained by MAC payable with respect

to such casualty shall be applied to such repair or reconstruction or

shall be credited to the appropriate Airport Cost Centers.

B. FORCE MAJEURE

Except as expressly provided in this Agreement, neither MAC nor AIRLINE shall

be deemed to be in default hereunder if either party is prevented from performing

any of the obligations, other than payment of rents, fees and charges hereunder,

by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or

materials, acts of the public enemy, prolonged unseasonable weather conditions

and the results of acts of nature, riots, rebellion, sabotage, or any other similar

circumstances for which it is not responsible or which are not within its control.

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X. INDEMNITY AND LIABILITY INSURANCE

A. INDEMNIFICATION

1. AIRLINE agrees to indemnify, defend, save and hold harmless MAC and its

Commissioners, officers, and employees (collectively, “Indemnitees”) from

and against any and all liabilities, losses, damages, suits, actions, claims,

judgments, settlements, fines or demands of any person other than an

Indemnitee arising by reason of injury or death of any person, or damage to

any property, including all reasonable costs for investigation and defense

thereof (including but not limited to attorneys' fees, court costs, and expert

fees), of any nature whatsoever arising out of or incident to (a) the use or

occupancy of, or operations of AIRLINE at or about the Airport, or (b) the

acts or omissions of AIRLINE's officers, agents, employees, contractors,

subcontractors, licensees, or invitees, regardless of where the injury, death

or damage may occur, unless such injury, death or damage is caused by (i)

the negligent act or omission of an Indemnitee whether separate or

concurrent with negligence of others, including AIRLINE or (ii) the breach by

an Indemnitee of this Agreement. MAC shall give AIRLINE reasonable

notice of any such claims or actions. In indemnifying or defending MAC,

AIRLINE shall use legal counsel reasonably acceptable to MAC and shall

control the defense of such claim or action.

2. AIRLINE further agrees that if a prohibited incursion into the Air Operations

Area occurs, or the safety or security of the Air Operations Area, the Airfield,

or other sterile area safety or security is breached by or due to the

negligence or willful act or omission of any of AIRLINE's employees, agents,

or contractors and such incursion or breach results in a civil penalty action

being brought against the MAC by the U.S. Government, AIRLINE agrees to

reimburse MAC for all expenses, including attorney fees, incurred by MAC in

defending against the civil penalty action and for any civil penalty or

settlement amount paid by MAC as a result of such incursion or breach of

airfield or sterile area security. MAC shall notify AIRLINE of any allegation,

investigation, or proposed or actual civil penalty sought by the U.S.

Government for such incursion or breach. Civil penalties and settlement and

associated expenses reimbursable under this Paragraph include but are not

limited to those paid or incurred as a result of violation of FAR Part 107,

”Airport Security,” FAR Part 108, ”Airplane Operator Security,” or FAR Part

139, ”Certification and Operations: Land Airports Serving Certain Air

Carriers.”

3. The provisions of this Article shall survive the expiration of this Agreement

with respect to matters arising before such expiration or before early

termination or before relinquishment of Premises.

EXHIBIT A

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B. LIABILITY INSURANCE

1. AIRLINE shall provide, without cost or expense to MAC, and maintain in

force throughout the full Term hereof the following insurance coverages as

appropriate, insuring AIRLINE and MAC against the liabilities set forth in

Subsection A next above:

a. Aircraft liability insurance and comprehensive general public liability

insurance for claims of property damage, bodily injury, or death

allegedly resulting from AIRLINE's activities into, on, and leaving any

part of the Airport, in an amount not less than three hundred million

dollars ($300,000,000) per occurrence for Airlines operating aircraft

over one hundred (100) seats, and not less than two hundred million

dollars ($200,000,000) for Airlines operating aircraft with ninety-nine

(99) or fewer seats, and not less than one hundred million dollars

($100,000,000) for Airlines operating aircraft with fifty-nine (59) or

fewer seats. For purposes of this Section, the number of seats is

determined based upon the largest aircraft in AIRLINE's fleet.

b. Liquor liability insurance for any facility of AIRLINE serving alcoholic

beverages on the Airport in an amount not less than ten million

dollars ($10,000,000).

c. Hangarkeepers liability insurance in an amount adequate to cover

any non-owned property in the care, custody and control of AIRLINE

on the Airport, but in any event in an amount not less than five million

dollars ($5,000,000).

d. Automobile liability insurance in an amount adequate to cover

vehicles operating on the Airport in an amount not less than five

million dollars ($5,000,000) combined single limit.

2. Notwithstanding anything to the contrary in this Article, MAC may allow the

insurance coverage required herein to be provided through a self-insurance

plan established by AIRLINE. The self-insurance plan may consist of a

combination of primary, excess umbrella insurance and self-insurance

protection and must be no less than the limits stated in the Article. The self-

insurance plan must be approved in writing by MAC prior to becoming

effective at the Airport. If AIRLINE requests MAC's approval of a self-

insurance plan, it must submit a copy of its self-insurance plan, current

financial statements annually showing the limits of its established self-

insurance retention and proof of the primary and excess umbrella insurance.

If the self-insurance plan is approved by the MAC and becomes effective,

AIRLINE shall not increase the self-insurance retention levels stated in the

self-insurance plan approved by MAC.

3. MAC, in operating the Airport, will carry and maintain comprehensive

general liability insurance in such amounts as would normally be maintained

EXHIBIT A

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by public bodies engaged in carrying on similar activities. MAC presently

carries three hundred million dollars ($300,000,000) of comprehensive

general liability insurance.

4. MAC reserves the right to periodically review any and all policies of

insurance and to reasonably adjust the limits of coverage required

hereunder from time to time throughout the period of this Agreement. In such

event, MAC shall provide AIRLINE with written notice of such adjusted limits

and AIRLINE shall comply within sixty (60) days of receipt thereof to the

extent such coverage is available on commercially reasonable terms.

5. All policies of insurance required herein shall be in a form and with a

company or companies reasonably satisfactory to MAC and shall name

MAC as an additional insured to the extent AIRLINE is required to indemnify

MAC pursuant to Subsection A above. Each such policy shall provide that

such policy may not be materially changed (e.g., coverage limits reduced

below the minimum specified in this Agreement) or otherwise materially

altered, or cancelled by the insurer during its term without first giving at least

thirty (30) days written notice to MAC. Policies or certificates of valid policies

of insurance with required coverages shall be delivered to MAC.

6. Before the expiration of any then current policy of insurance, AIRLINE shall

deliver to MAC evidence that such insurance coverage has been renewed.

7. If at any time AIRLINE shall fail to obtain or to maintain in force the

insurance required herein, MAC may notify AIRLINE of its intention to

purchase such insurance for AIRLINE's account. If AIRLINE has not

delivered evidence of insurance to MAC before the date on which the

current insurance expires, MAC may provide such insurance by taking out

policies in companies satisfactory to it. Such insurance shall be in amounts

no greater than those stipulated herein or as may be in effect from time to

time. The amount of the premiums paid for such insurance by MAC shall be

paid by AIRLINE upon receipt of MAC's billing therefor, with interest at the

prime interest rate announced by a major money center bank.

8. MAC shall cause the Terminal Complex including the loading piers, but

exclusive of improvements, facilities and fixtures constructed or installed by

AIRLINE and concessionaires as their separate leasehold improvements, to

be insured throughout the Term of the Agreement for not less than 90

percent of its and their full insurable value against perils of fire, extended

coverage, vandalism, and malicious mischief. MAC shall also carry boiler

and pressure vessel explosion, sprinkler leakage and glass breakage

insurance. AIRLINE shall be relieved from liability under this Article X and

Commission waives all right of recovery from AIRLINE hereunder for

damage or destruction of its property insured hereunder to the extent but not

beyond the extent that such cost of repair is recoverable through such

insurance provided, however, that AIRLINE shall reimburse the Commission

for any increase in premium resulting from inclusion therein of a waiver of

subrogation endorsement.

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9. AIRLINE shall cause all improvements, installations, fixtures and equipment

installed by it hereunder to be insured throughout the Term of the

Agreement for not less than 90 percent of their full insurable value against

perils of fire, extended coverage, vandalism and malicious mischief, and with

pressure vessel coverage.

C. OTHER INSURANCE

MAC may carry additional insurance in such amounts and of such types as would

normally be maintained by public bodies engaged in carrying on similar activities.

D. ENVIRONMENTAL LIABILITY

1. INDEMNIFICATION

AIRLINE hereby indemnifies and agrees to defend, protect, and hold

harmless, MAC and its Commissioners, officers, employees and agents,

and their respective successors, as well as successors in title to any

interest in the Premises (hereafter “Environmental Indemnitees”), from

and against any and all losses, liabilities, fines, damages, injuries,

penalties, response costs, or claims of any and every kind whatsoever

paid, incurred or asserted against, or threatened to be asserted against,

any Environmental Indemnitee, (“Environmental Claims”), including,

without limitation: (a) all consequential damages; (b) the reasonable costs

of any investigation, study, removal, response or remedial action, as well

as the preparation and implementation of any monitoring, closure or other

required plan or response action; and (c) all reasonable costs and

expenses incurred by any Environmental Indemnitee in connection

therewith, including but not limited to, reasonable fees for attorney and

consultant services; which Environmental Claims arise out of or relate to

(i) the presence on, in or under, or the escape, seepage, leakage,

spillage, discharge, deposit, disposal, emission or release of

Environmentally Regulated Substances on, in or from the Premises or

AIRLINE's use of the Airport pursuant to this Agreement, not in full

accordance with Environmental Law arising out of AIRLINE’s past or

present operations during the Term of this Agreement or (ii) any

inaccuracy, incompleteness, breach or misrepresentation under

Subsections D.2. of this Article and Article XVI.B.4. of this Agreement. If

any indemnified claim or action shall be brought against any

Environmental Indemnitee hereunder, then after such Environmental

Indemnitee notifies AIRLINE thereof, AIRLINE shall be entitled to

participate therein as a party, and shall assume the defense thereof at the

expense of the AIRLINE with counsel reasonably satisfactory to such

Indemnitee and AIRLINE shall be entitled to settle and compromise any

such claim or action; provided, however, that such Environmental

Indemnitee may elect to be represented by separate counsel, at such

Environmental Indemnitee’s sole expense, and if such Environmental

Indemnitee so elects, such settlement or compromise shall be effected

only with the consent of such Environmental Indemnitee, which shall not

be unreasonably withheld and shall be granted if such settlement or

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compromise provides for a complete release of such Environmental

Indemnitees. This indemnification, and AIRLINE’s obligations hereunder,

shall survive the cancellation, termination or expiration of the Term of this

Agreement with respect to matters arising prior thereto.

2. CLAIMS RELATING TO ENVIRONMENTALLY REGULATED

SUBSTANCES

AIRLINE represents and warrants that subsequent to November 1, 1989,

to the best of AIRLINE’s actual knowledge, except as previously

disclosed to the MAC or any applicable regulatory body as required, (a)

no enforcement, investigation, cleanup, removal, remedial or response

action or other governmental or regulatory actions have been asserted

against AIRLINE with respect to the Premises, pursuant to any

Environmental Laws or relating to Environmentally Regulated

Substances; (b) no violation or noncompliance with Environmental Laws

has occurred with respect to AIRLINE’s past or present operations

conducted on the Premises; (c) no claims have been made or been

threatened by any third party against the AIRLINE with respect to the

Premises relating to Environmental Laws or Environmentally Regulated

Substances, including by any governmental entity, agency or

representative (collectively “Governmental Entity”).

3. TESTING AND REPORTS

AIRLINE shall provide to MAC within ten (10) days of request, a copy of

any notice regarding violation of any Environmental Law arising out of

AIRLINE’s past or present operations on the Premises, a copy of any

inquiry regarding environmental matters by any Governmental Entity, a

copy of any reports required by the Environmental Laws regarding

violation of any Environmental Law arising out of AIRLINE’s past or

present operation of the Premises, or a copy of any notice of the emission

or release of Environmentally Regulated Substances in violation of any

Environmental Law arising out of AIRLINE’s past or present operations on

the Premises. If MAC has a reasonable basis to believe that AIRLINE is

not meeting the obligations of Article XVI.B.4. of this Agreement, MAC

may by notice require AIRLINE to conduct a reasonable review of its

records for such documents as MAC reasonably believes have not been

provided and submit any such documents as required.

4. NOTIFICATION

AIRLINE shall notify MAC in writing within fifteen (15) business days of

any matter that AIRLINE obtains knowledge of that may give rise to an

indemnified claim under Subsection D.1. of this Article or that constitutes

any emission or release or any threatened emission or release of any

Environmentally Regulated Substance in, on, under or about the

Premises arising out of AIRLINE’s past or present operations which is or

may be in violation of the Environmental Laws.

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5. RIGHT TO INVESTIGATE

Subject to Subsections D.3. and D.6. of this Article, upon reasonable

notice to AIRLINE, MAC shall have the right, but not the obligation or

duty, at any time from and after the date of this Agreement, to investigate,

study and test the Premises (at MAC’s own expense, unless otherwise

provided herein) during normal business hours, except under emergency

circumstances, to determine whether Environmentally Regulated

Substances are located in, on or under the Premises, or were emitted or

released therefrom, which are not in compliance with Environmental

Laws, provided that such investigation, study and testing shall not

unreasonably interfere with AIRLINE's operations on and use of the

Premises. AIRLINE shall be entitled to have a representative present

during such investigation.

6. RIGHT TO TAKE ACTION

MAC shall have the right, but not the duty or obligation, to take whatever

reasonable action it deems appropriate to protect the Premises from any

material impairment to its value resulting from any escape, seepage,

leakage, spillage, discharge, deposit, disposal, emission or release of

Environmentally Regulated Substances from the Premises which is not in

full accordance with any Environmental Law and arises out of AIRLINE’s

past or present operations during the Term of this Agreement. The MAC

shall notify the AIRLINE of its intention to take such action in writing thirty

(30) days before proceeding under this Subsection D.6. Within that thirty

(30) day period, AIRLINE shall have the opportunity to take whatever

reasonable action is deemed appropriate by MAC or provide MAC a

binding commitment to do so within a reasonable time. If AIRLINE does

not take such action or provide a binding commitment within the thirty (30)

day period, MAC may proceed under the terms of this Subsection D.6.

All costs associated with any action by the MAC in connection with this

provision, including but not limited to reasonable attorneys’ fees, shall be

subject to Subsection D.1. of this Article.

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XI. ASSIGNMENT, SUBLETTING, AND GROUND HANDLING

A. ADVANCE APPROVAL

Except as provided in this Article, and except with respect to arrangements in

effect on the date of execution of this Agreement for which the consent of MAC

has previously been obtained, AIRLINE shall have no right to assign or sublease

this Agreement, or enter into any Ground Handling agreement, without the prior

written consent of MAC, which rights of consent are granted to MAC by MAC

Ordinance No. 58 §11(a), and which rights are absolute and expressly reserved

to the MAC hereby.

1. AIRLINE, when requesting an approval of an assignment, sublease, or

Ground Handling agreement under this Article, shall include with its

request a copy of the proposed agreement, if prepared, or a detailed

summary of the material terms and conditions to be contained in such

agreement. Any proposed agreement or detailed summary thereof shall

provide the following information:

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

Handling agreement;

b. The terms;

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

d. All material terms and conditions of the assignment, sublease, or

Ground Handling agreement that MAC may require.

If the agreement is subsequently executed, AIRLINE shall submit a fully

executed copy of such agreement to MAC promptly upon the execution

thereof.

2. MAC shall have the right to examine the terms of any agreement or

arrangement submitted to it for approval pursuant to this Article and

determine whether such agreement or arrangement is most appropriately

characterized as an assignment, sublease, or Ground Handling

agreement, regardless of AIRLINE's characterization of such agreement

or arrangement.

3. If AIRLINE fails to obtain written approval from MAC prior to the effective

date of any such assignment, sublease, or Ground Handling agreement,

MAC, in addition to the rights and remedies set forth in Article XIV, shall

have the right to refuse to recognize such agreement, and the assignee,

sublessee or "handled" Airline shall acquire no interest in this Agreement

or any rights to use the Premises.

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B. ASSIGNMENT

1. AIRLINE shall not assign this Agreement, in whole or part, without the

advance written approval of MAC.

2. It shall not be unreasonable for MAC to disapprove or condition an

assignment of the Agreement under any or all of the following

circumstances, among others:

a. MAC determines that the proposed assignee is not substantially

as creditworthy as the AIRLINE, unless AIRLINE agrees to

guarantee the obligations of the proposed assignee.

b. The proposed assignment is either (1) for less than the entire

Premises or (2) for less than the remainder of the Term, or both

(1) and (2).

c. The proposed assignment does not require the assignee to accept

and comply with all provisions of the Agreement, including but not

limited to accepting Signatory Airline status.

3. Notwithstanding the foregoing, this Section shall not be interpreted to

preclude the assignment of this Agreement in whole and AIRLINE's rights

and obligations hereunder to a parent, subsidiary, or merged company;

provided that, such parent, subsidiary, or merged company conducts an

Air Transportation Business at the Airport and that such parent,

subsidiary, or merged company assumes all rights and obligations

hereunder. Written notice of such assumption shall be provided by the

parent, subsidiary, or merged company prior to the effective date of such

assignment.

C. SUBLEASE AGREEMENT

1. AIRLINE shall not sublet its Premises, except to an Affiliated Airline, in

whole or part, without the advance written approval of MAC.

2. It shall not be unreasonable for MAC to disapprove or condition a

sublease of AIRLINE's Premises if the proposed sublessee is not an Air

Transportation Company and MAC reasonably concludes that the space

can be used by another Air Transportation Company.

3. AIRLINE may, subject to a sublease approved by MAC, charge a

sublessee of its Premises:

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

b. A reasonable charge for any AIRLINE-owned property provided by

AIRLINE or actual costs other than rentals incurred by AIRLINE;

and

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c. Reasonable rentals not to exceed one hundred fifteen percent

(115%) of AIRLINE's rentals for such portion of the Premises.

4. AIRLINE shall remain fully and primarily liable during the Term of this

Agreement for the payment of all rents, fees, and charges due and

payable to MAC for the Premises that are subject to a sublease

agreement, and the AIRLINE shall remain fully responsible for the

performance of all the other obligations hereunder, unless otherwise

agreed to by MAC.

D. GROUND HANDLING AGREEMENT

1. AIRLINE shall be entitled to provide Ground Handling services to other

Airlines in the Terminal Complex and Terminal Ramp, subject to MAC's

reasonable rules and regulations except as provided in Article III.C.

2. AIRLINE shall not contract with other companies, excluding Signatory

Airlines for Ground Handling services in the Terminal Complex and

Terminal Ramp for AIRLINE's aircraft, without advance written approval of

MAC.

3. AIRLINE shall remain fully and primarily liable during the Term of this

Agreement for the payment of all rents, fees, and charges due and

payable to MAC for the Premises that are subject to a Ground Handling

agreement, and the AIRLINE shall remain fully responsible for the

performance of all the other obligations hereunder, unless otherwise

agreed to by MAC.

4. MAC reserves the right to charge third parties other than Airlines a

reasonable Ground Handling fee not to exceed 5% of gross receipts and

a reasonable annual administrative fee, for their right to provide Ground

Handling services to AIRLINE.

5. Ground Handling rights outside the Terminal Complex will be addressed

in separate agreements between MAC and the affected airlines.

E. BANKRUPTCY

Any receiver, trustee, custodian, or other similar official appointed pursuant to

any proceeding relating to bankruptcy, reorganization, or other relief as set forth

in Article XIV.A.8., herein shall agree to:

1. Perform promptly every obligation of AIRLINE under this Agreement until

this Agreement is either assumed or rejected under the Federal

Bankruptcy Code;

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

Agreement;

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3. Reject or assume this Agreement within sixty (60) days of filing a petition

under the Federal Bankruptcy Code;

4. Cure or provide adequate assurance of a prompt cure of any default of

the AIRLINE under this Agreement;

5. Provide to MAC such adequate assurance of future performance under

this Agreement as may be requested by MAC, including the procurement

of a bond from a financially reputable surety covering any costs or

damages incurred by MAC in the event that MAC, within five (5) years

after assumption or assignment of this Agreement, exercises its rights to

relet the Premises.

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XII. ARBITRATION

With respect to any dispute arising under or in performance of the provisions hereof which

cannot be adjusted by and between the parties hereto, MAC on the one hand or the

AIRLINE (or, where the matter in dispute applies to all Airlines operating at the Airport under

leases having the same terms as this Agreement, Airlines representing an MII) on the other

hand may elect to submit such matter or dispute to arbitration, such election to be by written

notice to the other party. Upon service of such notice, the matter or dispute shall be

submitted to a board of three persons chosen in the following manner:

A. Each party within ten (10) days after service of the notice shall name an arbitrator,

and the two thus chosen shall select a third arbitrator. If the two arbitrators chosen

fail to name the third arbitrator within ten (10) days after the selection of the last of

such arbitrators, such third arbitrator shall be chosen within fifteen (15) days

thereafter by the Chairman of MAC and a duly authorized officer or representative of

the AIRLINE or MII Airlines as the case may be.

B. It is understood and agreed that the decision of a majority of the arbitrators on any

matter or dispute submitted thereto shall be final, conclusive and binding upon the

parties hereto.

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XIII. SUPPLEMENTAL AGREEMENTS

A. GOLD CONCOURSE

1. GENERAL

The terms, covenants, conditions and provisions of this Agreement shall

apply to the lease of the Gold Concourse to Northwest Airlines, provided

that in the event the terms of this Article conflict with any other provision

of this Agreement, this Article shall control.

No amendment, waiver or other modification of this Agreement shall

apply to this Article unless specifically so stated therein.

2. TERM

Occupancy of the Gold Concourse by Northwest shall continue pursuant

to the provisions contained in this Article through December 31, 2015.

3. USE OF THE GOLD CONCOURSE

a. Subject to the understanding and agreement of Northwest that the

Gold Concourse is for the use of the traveling public incident to

operation of aircraft and incidental Airport operations to, at and

from the Gold Concourse, Northwest hereby leases that area of

the Terminal Complex identified as the Gold Concourse and shall

have the right to operate in such area and/or sublease to others

space and/or concessions for the sale of food and beverages,

newsstand and other vending operations normally carried on and

conducted in air passenger terminals, provided that consent of

MAC shall first be procured for any such subleasing agreements

to ensure that such concessions shall not violate the rights of

concessionaires within the Terminal Building and area under

agreement with MAC. Northwest shall file with MAC copies of

agreements entered into with any such sublessee/concessionaires

covering such operations.

1) All revenues from such subleasing and/or concessions

may be retained by Northwest, and the foregoing rights of

Northwest within the Gold Concourse shall be in addition

to Northwest’s operating rights pursuant to this Agreement,

subject, however, to the following provision:

2) Northwest, upon application of the rental auto, parking

and/or insurance concessionaires at the Airport, or upon

application of other ground transportation operators, shall

furnish and rent to such applicants at a fair per square foot

rental rate, adequate and sufficient floor space within the

Gold Concourse for the conduct of such concessionaire's

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business for the air-travelling public making use of the

Gold Concourse, but concession revenues from such

operations shall not be retained by Northwest but shall be

paid to MAC by Northwest.

b. The Gold Concourse, as a facility for use by the travelling public,

shall be subject to laws, rules, regulations and ordinances having

application elsewhere within the Terminal Building, and Northwest

hereby authorizes the presence of the Airport police within said

Gold Concourse and upon the loading ramp area fronting on the

same for purposes of police control and enforcement of such laws,

rules, regulations or ordinances.

c. Except as otherwise provided in A.3.a. of this Section, Northwest

shall not at anytime assign, transfer, convey, sublet, mortgage,

pledge, or encumber its interest under this Article, or any part of

the associated Terminal Ramp, or any other right granted under

this Article to any party other than a wholly owned subsidiary of

Northwest or a successor of Northwest by merger or acquisition,

without first offering to assign or sublet such interest to MAC.

d. MAC and Northwest shall mutually agree on the type, material

business terms and location of new permanent concessions that

are placed in the Southwest Addition and in the gate 1-9 area of

the Gold Concourse, in accordance with commercially reasonable

standards at regional shopping malls, except for permanent

concessions consisting of Caribou Coffee; six to eight carts,

kiosks or wall stores; McDonalds expansion into mechanical

space; or kiosks or temporary facilities, which shall not require,

respectively, Northwest's or MAC's consent or input.

4. MAINTENANCE, REPAIR AND ADMINISTRATIVE COSTS

a. Northwest shall pay all costs of operations to, at or from the Gold

Concourse, including, without limiting the foregoing, cost of

utilities, custodial services, repair, maintenance, police, fire and

administrative expense allocable to the facility (based upon gross

square footage in the Terminal Complex) and that portion of the

premium on MAC’s property insurance insuring the Terminal

Building and equipment therein against fire with extended

coverage, malicious mischief, boiler and machinery and glass

damage, as relates to the Gold Concourse as a part thereof,

proceeds of such insurance to be applied to repair. The allocation

of all such expenses shall be made by MAC according to

generally accepted accounting principles. In addition, Northwest

shall procure and pay for, or shall endorse the insurance covering

its operations to, at or from the Terminal Building under this

Agreement so as to cover operations on the Gold Concourse.

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b. Northwest may make alterations to or install fixtures, equipment

and improvements on the Gold Concourse, as required to meet its

operating needs, provided consent of MAC is first obtained, which

consent shall be granted unless MAC determines that such

alterations, or such fixtures, equipment and improvements are

inconsistent with the overall Terminal Building operation or with

MAC’s operation at and control of the Airport. It is understood that

Northwest may and is hereby authorized to further improve and

develop at its cost and expense the unenclosed lower level space

under lease to it, subject to MAC approval of plans and

specifications therefor.

5. RENTALS, FEES AND CHARGES

Northwest shall pay rent for its use and occupancy of the Gold

Concourse, not on a compensatory basis, and not subject to annual

recalculation of Terminal Building rentals as provided in this Agreement,

but rather as follows:

a. Until July 1, 1999, on a monthly basis, $173,140.19 as rent for the

portion of the Gold Concourse excluding the Gold World Club and

Gates 1-9. Beginning July 1, 1999, on a monthly basis,

$132,738.20 as rent for the portion of the Gold Concourse

excluding the Gold World Club and Gates 1-9.

b. On a monthly basis, $35,063.79 as rent for Gates 1-9, including

the area identified as the Gold World Club and the parts storage

building.

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

cost of utilities.

d. Until July 1, 1999, on a monthly basis, an amount equal to 15% of

the gross revenue Northwest derives from all concessions

operated on Gates 1-9 on the Gold Concourse, and a

corresponding monthly report of the gross receipts by unit.

Beginning July 1, 1999, on a monthly basis, an amount equal to

15% of the gross revenue Northwest derives from all concessions

operated on the Gold Concourse, including any future extensions,

and a corresponding monthly report of the gross receipts by unit.

For purposes of this provision “gross revenue” means all monies

or rental payments paid or payable to Northwest whether by cash,

credit or otherwise and is based upon the assumption that the

division of expenses (such as license fees, utilities, taxes)

between Northwest and its concessionaires shall remain

substantially the same as under the previous agreement covering

the Gold Concourse.

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e. On a monthly basis, in compensation for the loss of space on the

Gold Concourse due to construction of the International Arrivals

Facility, MAC shall pay to Northwest 35% of the concession fees

paid to MAC from the Southwest Addition.

f. On a monthly basis for compensation for use of Gates 1-9 for

scheduled international aircraft arrivals, MAC shall pay Northwest,

$400, $800 and $1200, for each arrival by, respectively, propeller

aircraft, narrow-body jet aircraft or wide-body aircraft at the IAF.

6. FUTURE EXTENSION

MAC and Northwest agree that upon written notice from Northwest, MAC

and Northwest will amend this Agreement and the lease between MAC

and Northwest for the Northwest Main Base - Building B, so as to permit

Northwest, at its own cost and subject to MAC approval of plans and

specifications as set forth herein, to construct an extension to the Gold

Concourse to add additional gates and aircraft parking positions designed

for narrow body aircraft. Upon beneficial occupancy of any such Gold

Concourse extension, rent for Building B shall be reduced by an agreed

upon amount, provided that an equivalent amount shall be added to Gold

Concourse rent and that rental of such Gold Concourse extension and

use of associated aircraft parking positions shall be on the same basis as

provided in this Article.

7. DELEGATION

By letter agreements, Northwest and MAC may jointly provide for the

provision of maintenance or concessions on the Gold Concourse, subject

to such terms and conditions mutually agreed upon by MAC and

Northwest.

B. TEMPORARY REGIONAL TERMINAL

1. GENERAL

The terms, covenants, conditions and provisions of this Agreement shall

apply to the lease of the Temporary Regional Terminal to Northwest

Airlines, provided that in the event the terms of this Article conflict with

any other provision of this Agreement, this Article shall control.

2. TERM

Occupancy of the Temporary Regional Terminal by Northwest shall

continue under these rates, terms and conditions until such time as a

replacement facility for the Temporary Regional Terminal is identified by

MAC and available for use.

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3. USE OF THE TEMPORARY REGIONAL TERMINAL

a. Northwest hereby leases from MAC the ground area necessary for

a temporary regional/commuter passenger holdroom facility. The

demised premises shall include an area extending 20 feet beyond

the exterior walls. MAC will maintain an easement across the

property for Airport operational access and maintenance

purposes.

b. 1) The temporary regional/commuter passenger holdroom

facility is not large enough to accommodate the

passengers, ticketing, baggage handling functions and

small package services of all regional/commuter air

carriers. Therefore, these airlines will lease ticket counter

space in this facility directly from MAC at the prevailing

rates and lease terms or be accommodated by their airline

partners.

2) Due to the increased number of operations on the aircraft

ramp and the distance certain aircraft may be parked from

the temporary regional/commuter passenger holdroom

facility, an airside busing operation may be required by

MAC and instituted to transport passengers to and from all

regional/commuter aircraft for safety, convenience and

service purposes consistent with reasonable standards of

safety. Northwest is responsible for operating the airside

busing operation. MAC reserves the right to regulate the

busing operation for operational and safety purposes.

3) Great Lakes Airlines, Bemidji Airlines or any new entrant

may, as determined by MAC, operate from the existing

Regional Terminal until its demolition to make way for the

Green Concourse extension or they may choose to

operate from the new temporary regional/commuter

passenger holdroom facility.

4) MAC's operating budget will be impacted through the

increased costs of maintaining the new building space and

apron.

5) Therefore, it is agreed that:

a) Northwest shall make the temporary

regional/commuter passenger holdroom facility

available for access as set forth in Article IV.E.3.

“Accommodation of other Airlines”, provided,

however, that Northwest shall accommodate Great

Lakes Airlines in the Temporary Regional Terminal

under arrangements previously agreed upon

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between MAC and Northwest. Costs for such

accommodation of Great Lakes Airlines shall be

established as set forth in Article IV.E.3.

b) Initial allocations of both aircraft apron and

podiums, as set out in Exhibits L and Q

respectively, are to be made by agreement

between Northwest and the regional/commuter

airlines. The initial allocation may change by future

agreement and must be included as an amendment

to this Agreement. In the event of dispute, MAC

will serve as the final arbiter in directing final

resolution.

c) MAC will be responsible for providing janitorial

services to the temporary regional/commuter

passenger holdroom facility.

d) MAC will be responsible for providing maintenance

on the Green Concourse Extension portion of the

project.

e) Northwest will be responsible for providing facility

maintenance at the temporary regional/commuter

terminal.

f) MAC will be responsible for maintaining the apron

areas dedicated to regional/commuter use.

g) The airside busing operation will be operated by

Northwest on a reasonable and nondiscriminatory

basis.

4. RENT AND OPERATIONS FUNDING

a. Ground rent for the Temporary Regional Terminal will be at a rate

of $.19 per square foot per annum as shown on Exhibit Q.

Payment shall be made on a monthly basis to MAC. Northwest

Airlines shall pay all real estate and personal property taxes and

assessments of any nature levied against Northwest's interest in

the Temporary Regional Terminal or against any improvements or

equipment on the premises without deduction or set-off to

aforesaid rental payment.

b. MAC will charge the applicable users for the costs of providing

janitorial services and utilities to the temporary passenger

holdroom facility through normal and customary space rental

charges.

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Costs associated with Northwest's Airlink partners will be charged

directly to Northwest.

Northwest will be solely responsible for the costs associated with

the airside busing operation.

5. TITLE TO IMPROVEMENTS

Following termination of occupancy rights to the Temporary Regional

Terminal, the land and improvements, except the airline furniture, fixtures

and equipment, shall revert back to MAC with no further obligation by

Northwest.

6. REGIONAL/COMMUTER APRON & AUTO RENTAL SERVICE SITE

MODIFICATION COST RECOVERY

The construction costs associated with 602 lineal feet of temporary

regional/commuter apron and the auto rental service sites modification

costs will be charged to the Terminal Apron cost center.

The operational costs associated with 602 lineal feet of temporary

regional/commuter apron will be charged to the Terminal Apron cost

center.

7. CONCESSIONS

Northwest and MAC will jointly determine appropriate concessions to be

offered in the temporary regional/commuter passenger holdroom facility.

Northwest will be responsible for coordinating design and construction of

all concessions in the new temporary regional/commuter passenger

holdroom facility. All revenues received from the concessions in the

facility will be reported fully to MAC and Northwest on a monthly basis but

will be retained by Northwest.

C. FIS BAG BELT ENCLOSURE

1. Northwest Airlines hereby leases from MAC the portion of the FIS Bag

Belt Area that has been enclosed for Northwest tug and vehicle storage,

as shown on Exhibit R. Northwest shall allow other Airlines to use this

area without charge to access the baggage belts. In addition, MAC may

access this area without charge to maintain the baggage belts.

2. Northwest shall install and maintain protective equipment designed to

protect the bag belt from damage and shall be responsible for any

damage to the bag belts caused by Northwest or its agents.

3. Beginning July 1997, Northwest shall pay MAC ground rent for this area

at a rate of nineteen cents ($.19) per square foot per annum. Payment

shall be made on a monthly basis to MAC.

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D. TERMINAL BUILDING

1. If MAC determines that it is in the Airport's interest to purchase

improvements, equipment or to make other capital expenditures which

are outside the scope of this Agreement but which may benefit an airline,

MAC may enter into a supplemental agreement with the affected airline to

provide for the payment of the costs of such purchase.

2. AIRLINE agrees that the projects listed on Exhibit S attached hereto are

projects which have been completed by MAC with AIRLINE's concurrence

and shall not be included in airline rates and charges, but rather shall be

paid by AIRLINE to MAC as set forth in Exhibit S.

3. MAC shall issue up to one hundred thirty million dollars ($130,000,000) in

Special Facility Obligations, as defined in the Trust Indenture, to be

supported by Northwest Airlines credit contingent upon agreement

between MAC and Northwest with respect to the projects to be financed

thereby.

E. MONTH TO MONTH PREMISES

AIRLINE agrees that the Leased Premises shown on Exhibit T attached hereto are

leased to AIRLINE on a month-to-month term; and that all of the terms and

conditions of this Agreement, other than Article II.A. “Term” apply to these month-to-

month premises.

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XIV. EVENTS OF DEFAULT; REMEDIES

A. EVENTS OF DEFAULT

The occurrence and continuation of any one or more of the following shall constitute

an event of default:

1. AIRLINE fails to make payment in full when due of any rents, fees,

charges or any other amount payable hereunder within 5 business days

after notice thereof from MAC;

2. AIRLINE shall fail to make any PFC remittance to MAC in a timely

fashion, or shall fail to timely comply with its PFC reporting requirements

to the MAC, or any other entity, in connection with PFCs collected on

behalf of MAC;

3. AIRLINE fails to submit a Monthly Activity Report to MAC on or before the

day of each month;

4. AIRLINE shall make or permit any unauthorized assignment or transfer of

this Agreement, or any interest herein, or of the right to use or possession

of the Premises, or any part thereof;

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

force or effect;

6. Failure of AIRLINE to perform, comply with, or observe, in any material

respect, any other term, condition or covenant of this Agreement not

identified elsewhere in Section A of this Article within thirty (30) days after

receipt of notice from MAC of such failure, or for such longer period of

time as may be reasonably necessary to cure the event of default, but

only for such longer period if: (a) AIRLINE is reasonably capable of curing

the event of default and (b) AIRLINE promptly and continuously

undertakes to cure and diligently pursues the curing of the event of

default at all times until such event of default is cured;

7. Any representation or warranty of a material fact made by AIRLINE herein

or in any certificate or statement furnished to the MAC pursuant to or in

connection with this Agreement proves untrue in any material respect as

of the date of issuance or making thereof;

8. (a) AIRLINE shall commence any case, proceeding or other action (i)

under any existing or future law of any jurisdiction, domestic or foreign,

relating to bankruptcy, insolvency, reorganization or relief of debtors,

seeking to have an order for relief entered with respect to AIRLINE, or

seeking to adjudicate AIRLINE a bankrupt or insolvent, or seeking

reorganization, arrangement, adjustment, liquidation, dissolution,

composition or other relief with respect to AIRLINE or any of its debts, or

(ii) seeking appointment of a receiver, trustee, custodian or other similar

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official for AIRLINE or for all or any substantial part of any of its property;

or (b) AIRLINE shall make a general assignment for the benefit of its

creditors; or (c) there shall be commenced against AIRLINE any case,

proceeding or other action of nature referred to in clause (a) above or

seeking issuance of a warrant of attachment, execution, distraint or

similar process against all or any substantial part of any of its property,

which case, proceeding or other action results in the entry of an order for

relief or remains undismissed, unvacated, undischarged and unbonded

for a period of sixty (60) days; or (d) AIRLINE shall take any action

consenting to or approving of any of the acts set forth in clause (a) or (b)

above; or (e) AIRLINE shall generally not, or shall be unable to, pay its

debts as they become due or shall admit in writing its inability generally to

pay its debts as they become due;

9. Any money judgment, writ or warrant of attachment or similar process, or

any combination thereof, involving an amount in excess of $25,000,000

shall be entered or filed against the AIRLINE or any of its assets and shall

remain undischarged, unvacated, unbonded and unstayed for a period of

sixty (60) days or in any event later than five (5) days prior to the date of

any proposed sale or execution thereunder;

10. Any act occurs that deprives AIRLINE permanently of any material right,

power or privilege necessary for the conduct and operation of its Air

Transportation Business; or

11. If AIRLINE ceases to provide scheduled air service at the Airport for a period

of thirty (30) consecutive days or abandons or fails to use its Exclusive Use

Space for a period of thirty (30) consecutive days, except when such

cessation or abandonment is due to the default of MAC or the circumstances

described in Article IX.B.

B. REMEDIES

If an event of default occurs hereunder, MAC, at its option, may at any time

thereafter, do one or more of the following as MAC in its sole discretion shall

elect, to the extent permitted by, and subject to compliance with any mandatory

requirements of, applicable law then in effect:

1. Declare all rents, fees and other charges payable hereunder, whether

currently or hereafter accruing, to be immediately due and payable;

2. Proceed by appropriate court action or actions, either at law or in equity,

to enforce performance by AIRLINE of the applicable covenants and

terms of this Agreement or to recover damages for the breach thereof;

3. Enter and take possession of the Premises and/or the rights of the AIRLINE

hereunder without such re-entry terminating AIRLINE's obligations for the full

Term hereof, which remedy shall be in addition to all other remedies at law

or in equity, including action for forcible entry and lawful detainer, for

ejectment or for injunction;

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4. Terminate all rights of AIRLINE under this Agreement (without terminating

the continuing obligation of AIRLINE to fulfill its past and future obligation

hereunder) and in such case AIRLINE further agrees to indemnify and

hold harmless MAC against all loss in rents, fees, and charges and other

damages which MAC shall incur by reason of such termination, including,

without limitation, costs of restoring and repairing the Premises and

putting the same in rentable condition, costs of reletting the Premises to

another Airline (including without limitation AIRLINE improvement costs

and related fees), loss or diminution of rents and other damage which

MAC incurs by reason of such termination, and all reasonable attorneys’

fees and expenses incurred in enforcing the terms of this Agreement;

5. In the event of any default hereunder, AIRLINE shall reimburse MAC for

all reasonable fees and costs incurred by MAC, including reasonable

attorneys’ fees, relating to such default and/or the enforcement of MAC’s

rights hereunder; and

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

of AIRLINE hereunder.

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XV. TERMINATION

A. TERMINATION BY MAC

This Agreement may be terminated by MAC pursuant to the provisions of Article XIV

above and as otherwise specified in this Agreement.

B. TERMINATION BY AIRLINE

1. If MAC shall fail to perform, comply with, or observe, in any material

respect, any term, condition or covenant of this Agreement within thirty

(30) days after receipt of notice from AIRLINE of such failure, or for such

longer period of time as may be reasonably necessary to cure the event

of default but only for such longer period if: (a) MAC is reasonably

capable of curing the event of default and (b) MAC promptly and

continuously undertakes to cure and diligently pursues the curing of the

event of default at all times until such event of default is cured, then

AIRLINE, if not then in default, may, without limiting any of its other rights

and remedies against MAC, at its option cancel this Agreement and

thereby terminate this Agreement.

2. It is further understood and agreed that, at any time when AIRLINE is not

then in default, it may cancel this Agreement on sixty (60) days' notice in

writing to MAC upon the happening of any one of the following events:

a. Issuance by any court of competent jurisdiction of an injunction in

any way preventing or restraining the use of the Airport or any part

thereof essential for AIRLINE's operations hereunder and the

remaining in force of such injunction for a period of at least ninety

(90) days.

b. Inability of the AIRLINE to use the Airport or any part thereof

essential for AIRLINE's operations hereunder for a period of not less

than ninety (90) days because of fire, explosion, earthquake, or other

casualty or acts of God or the public enemy, unless within sixty (60)

days of the casualty, MAC gave AIRLINE written notice of its

intention to repair or reconstruct, as provided in Article IX.A. herein.

c. The lawful assumption by the United States of America or any

authorized agency thereof of the operation, control, or use of the

Airport and the facilities thereon or any substantial part or parts

thereof, in such manner as substantially to restrict AIRLINE for a

period of not less than ninety (90) days from operating thereon for

the carrying of passengers, cargo, express, property, and United

States mail.

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d. Termination or the suspension or substantial modification for a

period of not less than ninety (90) days of the operating authority of

the AIRLINE to serve the Minneapolis-St. Paul metropolitan area

through the Airport by final order of the DOT or other governmental

agency, federal or state, having jurisdiction over the AIRLINE.

3. If any of the foregoing continues for a period of less than ninety (90) days,

AIRLINE shall have the right upon written notice to MAC to abatement of

rents, fees and charges to the extent and for the period that AIRLINE is

unable to carry on its operations hereunder.

C. TERMINATION BY GOVERNMENT TAKING

In the event the Premises shall be taken by governmental authority through exercise

of its power of eminent domain or other authority justifying such taking, the

Agreement shall terminate and the rents, fees and charges in respect to said

premises shall cease as of the date possession is taken by the taking authority, and

MAC shall be entitled to all damages payable by reason of taking, subject to the

claim of AIRLINE for the value of its leasehold, which claim or claims as to validity

and amount shall be a matter for determination between AIRLINE and MAC, and if

AIRLINE and MAC cannot reach a determination, then by the court having

jurisdiction of such proceeding, provided that nothing herein contained shall

preclude AIRLINE from asserting any claims or rights it may have against such

governmental authority as to its separate property, leasehold improvements, and

trade fixtures.

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XVI. GENERAL PROVISIONS

A. INTERPRETATION

Nothing herein shall be construed or interpreted in any manner whatsoever as

limiting, relinquishing or waiving MAC's right of control over the operation of the

Airport, and it is understood and agreed that this Agreement is entered into in

recognition of the aforesaid rights and functions of MAC. Subject to the foregoing,

this Agreement and the rights of the parties hereunder shall be interpreted in the

light of the following:

1. SEPARABILITY

In the event any covenant, condition or provision herein is held to be

invalid, illegal, or unenforceable by any court of competent jurisdiction,

such covenant, condition or provision shall be deemed amended to

conform to applicable laws so as to be valid or enforceable or, if it cannot

be so amended without materially altering the intention of the parties, it

shall be stricken. If stricken, all other covenants, conditions and

provisions of this Agreement shall remain in full force and effect provided

that the striking of such covenants, conditions or provisions does not

materially prejudice either MAC or AIRLINE in its respective rights and

obligations contained in the valid covenants, conditions or provisions of

this Agreement.

2. ENTIRE AGREEMENT

This Agreement represents the entire contract between the parties and,

except as otherwise provided herein, may not be amended, changed,

modified, or altered without the written consent of the parties hereto. This

Agreement incorporates all of the conditions, agreements, and

understandings between the parties concerning the use and occupancy of

the Airfield, Terminal Apron, Terminal Complex, and other facilities at the

Airport, and all such conditions, understandings, and agreements have

been merged into this written instrument.

B. COMPLIANCE WITH LAW

1. AIRLINE shall not use the Airport or any part thereof, or knowingly permit

the same to be used by any of its employees, officers, agents,

subtenants, invitees, or licensees for any illegal purposes. AIRLINE shall,

at all times during the Term of this Agreement, comply with all applicable

regulations, ordinances, and laws of any Municipal, County, or State

government or of the U.S. Government, and of any political division or

subdivision or agency, authority, or commission thereof which may have

jurisdiction to pass laws or ordinances or to make and enforce rules or

regulations with respect to the uses hereunder of the Premises (and, to

the extent not in conflict with the foregoing, MAC’s Rules and Regulations

and Ordinances).

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2. At all times during the Term of this Agreement, AIRLINE shall, in

connection with its activities and operations at the Airport:

a. Comply with and conform to all present and future statutes and

ordinances, and regulations promulgated thereunder, of all

Federal, State, and other government bodies of competent

jurisdiction that apply to or affect, either directly or indirectly,

AIRLINE or AIRLINE's operations and activities under this

Agreement. AIRLINE shall comply with all applicable provisions of

the Americans with Disabilities Act of 1990, 42 U.S.C. Section

12101 and federal regulations promulgated thereunder 28 C.F.R.

parts 35, 36, and 37.

b. Make, at its own expense, all non-structural improvements,

repairs, and alterations to its Exclusive and Preferential Use

Premises (subject to prior written approval of MAC), equipment,

and personal property that are required to comply with or conform

to any of such statutes and ordinances.

c. Reimburse MAC for AIRLINE's proportional share of all

non-structural improvements, repairs, and alterations to its

Common Use Premises that are required to comply with or

conform to any of such statutes and ordinances.

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

an independent contractor.

3. AIRLINE agrees to comply with the notification and review requirements

covered in Part 77 of the Federal Aviation Regulations in the event any

future structure or building is planned for the Premises, or in the event of

any planned modification or alteration of any present or future building or

structure situated on the Premises.

4. COMPLIANCE WITH ENVIRONMENTAL LAWS

AIRLINE shall keep and maintain and shall conduct its operations on the

Premises in full compliance with all applicable Environmental Laws.

AIRLINE shall further ensure that its employees, agents, contractors and

subcontractors occupying or present on the Premises and any other

invitees or persons conducting any activities on the Premises under the

control of AIRLINE comply with all applicable Environmental Laws. By

virtue of its operational control of the Premises, AIRLINE shall be fully

responsible for obtaining all necessary permits or other approvals under

the Environmental Laws and shall have full responsibility for signing and

submitting any necessary applications, forms, documentation,

notifications or certifications relating thereto. Upon request of MAC,

AIRLINE shall provide copies to MAC of any such applications, forms,

documents, notifications or certifications.

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5. FEDERAL STORMWATER REGULATIONS

a. Notwithstanding any other provisions or terms of this Agreement,

AIRLINE acknowledges that the Airport is subject to Federal

Stormwater Regulations, 40 C.F.R. part 122, for vehicle

maintenance shops (including vehicle rehabilitation, mechanical

repairs, painting, fueling and lubrication), equipment cleaning

operations, and/or deicing operations that occur at the Airport as

defined in said regulations. AIRLINE further acknowledges that it

is familiar with these stormwater regulations; that it may conduct

or operate from time to time “vehicle maintenance” (including

vehicle rehabilitation, mechanical repairs, painting, fueling and

lubrication), equipment cleaning operations, and/or deicing

activities as defined in the Federal Stormwater Regulations; that

AIRLINE may be obligated to obtain its own stormwater or other

NPDES permit; and that it is aware that there are significant

penalties for submitting false information, including fines and

imprisonment for knowing violations.

b. AIRLINE acknowledges that MAC's stormwater discharge permit

and any subsequent renewals, is incorporated by reference into

this Agreement. AIRLINE agrees to be bound by all applicable

portions of said permit.

c. Notwithstanding any other provisions or terms of this Agreement,

including AIRLINE's right to quiet enjoyment, MAC and AIRLINE

both acknowledge that close cooperation is necessary to insure

compliance with any stormwater discharge permit terms and

conditions, as well as to insure safety and to minimize costs.

AIRLINE acknowledges that it may be necessary to undertake to

minimize the exposure of stormwater to significant materials

generated, stored, handled or otherwise used by AIRLINE as

defined in the Federal Stormwater Regulations, by implementing

and maintaining “Best Management Practices.”

d. MAC shall provide AIRLINE with written notice of those

stormwater discharge permit requirements arising from MAC's

permit that AIRLINE shall be obligated to perform from time to

time, including collection of stormwater samples; preparation of

stormwater pollution prevention or similar plans; implementation of

“good housekeeping” measures or Best Management Practices;

and maintenance of necessary records. Such written notice shall

include applicable deadlines.

e. AIRLINE agrees to undertake at its sole expense, unless

otherwise agreed to in writing between MAC and AIRLINE, those

stormwater discharge permit requirements arising from MAC's

permit applicable to a stormwater discharge for which AIRLINE

has responsibility for which it has received written notice from

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MAC. AIRLINE warrants that it shall meet any and all deadlines

that may be imposed on or agreed to by MAC and AIRLINE.

f. AIRLINE, within thirty (30) days of receipt of such written notice,

shall notify MAC in writing if it disputes any of the stormwater

discharge permit requirements it is being directed to undertake. If

AIRLINE does not provide such timely notice, it is deemed to

assent to undertake such requirements. If AIRLINE provides MAC

with written notice, as required above, that it disputes such

stormwater discharge permit requirements, MAC and AIRLINE

agree to negotiate a prompt resolution of their differences.

AIRLINE warrants that it will not object to MAC notices required

pursuant to this Paragraph for purposes of delay or avoiding

compliance.

g. In order to maintain compliance with 40 C.F.R. part 122, if

resolution of any dispute between MAC and AIRLINE regarding

stormwater discharge permit requirements is not achieved within

ninety (90) days, MAC reserves the right to undertake whatever

action is necessary to comply with said permit requirements and

the reasonable cost thereof shall be allocated based on each

party’s legal responsibility for undertaking the action in question.

h. MAC and AIRLINE agree to provide each other upon request, with

any non-privileged information collected and submitted to any

government entity(ies) pursuant to applicable stormwater

regulations.

i. AIRLINE agrees that the terms and conditions of MAC's

stormwater discharge permit may change from time to time.

j. AIRLINE agrees to participate in any MAC organized task force or

other work group established to coordinate stormwater activities at

the Airport.

k. All such remedies of MAC with regard to environmental

requirements as set forth herein shall be deemed cumulative in

nature and shall survive termination of this Agreement.

C. CIVIL/HUMAN RIGHTS LAWS

1. AIRLINE assures that it will comply with pertinent legal requirements as

are promulgated to assure that no person shall, on the grounds of race,

creed, color, national origin, sex, age, or disability be excluded from

participating in any activity conducted with or benefiting from federal

assistance.

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2. AIRLINE agrees that it will practice nondiscrimination in its activities and

will provide Disadvantaged Business Enterprise participation in their

leases as required by MAC, in order to meet the sponsor’s goals, or

required by the FAA in order to obtain an exemption from the prohibition

against long-term exclusive leases.

3. AIRLINE for itself, its heirs, personal representatives, successors in

interest, and assigns, as a part of the consideration hereof, does hereby

covenant and agree, as a covenant running with the land, that in the

event facilities are constructed, maintained, or otherwise operated on the

said property described in this Agreement for a purpose for which a DOT

program or activity is extended or for another purpose involving the

provision of similar services or benefits, AIRLINE shall maintain and

operate such facilities and services in compliance with all other

requirements imposed pursuant to 49 CFR part 21, Nondiscrimination in

Federally Assisted Programs of the Department of Transportation, and as

said Regulations may be amended.

4. AIRLINE for itself, its personal representatives, successors in interest,

and assigns, as a part of the consideration hereof, does hereby covenant

and agree, as a covenant running with the land, that: (a) no person on the

grounds of race, color, or national origin shall be excluded from

participation in, denied the benefits of, or be otherwise subjected to

discrimination in the use of said facilities; (b) that in the construction of

any improvements on, over, or under such land and the furnishing of

services thereon, no person on the grounds of race, color, or national

origin shall be excluded from participation in, denied the benefits of, or

otherwise be subjected to discrimination; and (c) that AIRLINE shall use

the Premises in compliance with all other requirements imposed by or

pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted

Programs of the Department of Transportation, and as said Regulations

may be amended.

D. ECONOMIC NONDISCRIMINATION

AIRLINE agrees to furnish service on a reasonable, and not unjustly

discriminatory basis to all users thereof, and to charge reasonable, and not

unjustly discriminatory prices for each unit or service, provided that AIRLINE may

be allowed to make reasonable and nondiscriminatory discounts, rebates, or

other similar types of price reductions to volume purchasers.

E. GRANTING OF MORE FAVORABLE TERMS

MAC covenants and agrees not to enter into any lease, contract, or agreement

with any other Airline making use of the Airport which unjustly discriminates

against AIRLINE's use of the Airport, unless the same rights, privileges, and

concessions are concurrently and automatically made available to AIRLINE.

Without limiting the generality thereof, the foregoing shall not be construed to

limit the right of MAC to enter into agreement with any other Airline at varying

terms, rates, and conditions for leasing hangars and ground areas.

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F. CONSENTS, APPROVALS, AND NOTICES

1. Wherever in this Agreement the consent or approval of MAC or AIRLINE

is required, such consent or approval shall mean the consent or approval

of the Executive Director on behalf of MAC and a representative

designated by AIRLINE in writing on behalf of AIRLINE.

2. All notices required by this Agreement shall be in writing and shall be

given by registered or certified mail by depositing the same in the U.S.

mail in the continental United States, postage prepaid, return receipt

requested, or by personal or courier delivery. Either party shall have the

right, by giving written notice to the other, to change the address at which

its notices are to be received. Notice shall be given to:

a. MAC:

Executive Director

Metropolitan Airports Commission

28th Avenue South

Minneapolis MN 55450

b. AIRLINE:

[as set forth below

in AIRLINE's

signature hereto]

c. If notice is given in another manner or place, it shall also be given

at the place and in the manner specified above.

d. The effective date of such notice, consent, or approval shall be the

date of the receipt as shown by the U.S. Postal Service Return

Receipt or the courier receipt, or the date personal delivery is

certified, unless provided otherwise in this Agreement.

G. WAIVER

1. Waiver of any provision of this Agreement by either party shall not be

deemed binding unless such waiver is in writing, signed by the party

making the waiver and addressed to the other party, nor shall any custom

or practice which may evolve between the parties in the administration of

the terms of this Agreement be construed to waive or lessen the right of

either party to insist upon the performance of the other party in strict

accordance with the terms of this Agreement.

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2. Waiver by either party of breach of any covenant, condition, or agreement

herein by the other party shall not operate as a waiver of any subsequent

breach by such other party or release such other party from its obligation

under the terms of the Agreement.

H. APPLICABLE LAW AND FORUM SELECTION

1. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of Minnesota, and the laws, rules

and regulations of MAC.

2. Any cause of action, claim, suit, demand, or other case, or controversy

arising from or related to this Agreement shall only be brought in a state

district court located in the county of Hennepin, Minnesota or in a federal

district court located in Minnesota. The parties irrevocably admit

themselves to, and consent to, the jurisdiction of either or both of said

courts. The provisions of this Section shall survive the termination of this

Agreement.

I. SUCCESSORS

All covenants, stipulations, and agreements in this Agreement shall extend to

and bind the legal representatives, successors, and assigns of the respective

parties hereto.

J. INSPECTION

1. MAC shall have the right, but not the obligation or duty, to inspect

AIRLINE's operations at all reasonable times for any purpose connected

with this Agreement, in the exercise of MAC's governmental functions, for

the purpose of determining whether AIRLINE is fulfilling the obligations

imposed on it under the provisions of this Agreement.

2. If inspection reveals that AIRLINE is not fulfilling such obligations or any

thereof, and MAC has sent AIRLINE written notice to that effect, and

AIRLINE has not within thirty (30) days proceeded to the fulfillment

thereof, MAC may proceed to do the work necessary to such fulfillment,

and AIRLINE shall reimburse MAC in the amount of the cost thereof plus

a 15 percent administrative charge.

3. The failure of MAC to inspect or monitor or give AIRLINE notice of a

default or a notice of a hazardous or unsafe condition with respect to

AIRLINE's operations under this Agreement shall not release AIRLINE

from its liability to perform its obligations under this Agreement or impose

any liability on MAC.

4. AIRLINE shall have the right to inspect the Airport or any part thereof at

any reasonable time, upon request to the Executive Director and the

granting of such request by the Executive Director, such request not to be

unreasonably denied, and the Executive Director or the Executive

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Director’s representative shall accompany AIRLINE's representative on

any and all inspections.

K. QUIET ENJOYMENT

So long as AIRLINE is not in default in its obligations hereunder, MAC covenants

and agrees that AIRLINE shall have, hold and enjoy peaceful and uninterrupted

possession of all of the Premises and of its rights to operate in, to and from the

Airport as hereby granted.

L. NON-LIABILITY OF AGENTS AND EMPLOYEES

1. No member, officer, agent, director, or employee of MAC or AIRLINE

shall be charged personally or held contractually liable by or to the other

party under any term or provision of this Agreement or because of any

breach thereof or because of its or their execution or attempted

execution.

2. AIRLINE expressly agrees that MAC shall not be liable to AIRLINE, its

contractors, agents, officers, employees, passengers, or invitees for

personal injury or for any loss or damage to real or personal property

occasioned by flood, fire, earthquake, lightning, windstorm, hail,

explosion, riot, strike, civil commotion, aircraft, smoke, vandalism,

malicious mischief, or acts of civil authority, or other casualty.

3. MAC expressly agrees that AIRLINE shall not be liable to MAC, its

contractors, agents, officers, employees, or invitees for personal injury or

for any loss or damage to real or personal property occasioned by flood,

fire, earthquake, lightning, windstorm, hail, explosion, riot, strike, civil

commotion, aircraft, smoke, vandalism, malicious mischief, or acts of civil

authority, or other casualty.

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

Agreement.

M. NO PARTNERSHIP OR AGENCY

Nothing contained in this Agreement is intended or shall be construed in any

respect to create or establish any relationship other than that of lessor and

lessee, and nothing herein shall be construed to establish any partnership, joint

venture or association or to make AIRLINE the general representative or agent of

MAC for any purpose whatsoever.

N. SECURITY

In conjunction with AIRLINE's operations at Airport, reasonable access shall be

made available for both persons and vehicles to AIRLINE's aircraft parked in

designated parking areas via Terminal Complex doors, field access gates,

passenger loading bridges, and the ramp gates to the Security Identification

Display Area (“SIDA”), Air Operations Area (“AOA”), or other defined security

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area. In order to maintain the security of restricted areas on Airport, AIRLINE will

be responsible for the control of persons and vehicles entering the SIDA via the

ramp gates to and from AIRLINE's aircraft. AIRLINE agrees to implement and

maintain security measures with respect to access control to and from AIRLINE's

aircraft and with respect to the use of the SIDA, as required by federal

regulations. Such security measures shall be reduced to writing and be provided

to the Airport Security Coordinator (“ASC”). AIRLINE agrees to implement and

maintain, as a minimum, the following security measures concerning access

control to and from the SIDA:

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

2. AIRLINE and its agents shall challenge any persons not recognized as

being authorized to have access to the SIDA from AIRLINE's operations.

3. AIRLINE and its agents shall restrict the activities of its employees who

are authorized to be in the SIDA to that portion of the SIDA in which

AIRLINE is authorized to operate.

4. AIRLINE and its agents are responsible for ensuring that personnel are

trained in the security procedures described in this Agreement and in all

other security procedures, rules, and ordinances developed by MAC.

MAC may require attendance at courses conducted by MAC or MAC may

elect to allow AIRLINE and its agents to conduct such training. Whenever

AIRLINE conducts such training, the Airport Security Coordinator or

designee will have the right to audit.

5. AIRLINE and its agents shall not allow any unescorted person into the

SIDA unless that person has a valid Airport identification badge.

Identification badges shall not be considered valid unless the color code

of the badge corresponds with the location in which such person may

enter, as designated by MAC. People who do not have valid identification

badges to be present on the SIDA shall be escorted at all times they are

present on the SIDA by a person with a valid identification badge.

Issuance of ramp or SIDA identification badges shall be made only by

MAC and shall be at the sole discretion of MAC. Ramp and other

identification badges shall be denied to people not meeting security

requirements.

6. AIRLINE and its agents shall abide by the Airport's security program and

comply with applicable security procedures including, but not limited to,

the wearing of security identification badges by AIRLINE's and its agents'

personnel and clearly identifying each of AIRLINE's vehicles by placing

AIRLINE's company or agent’s name on each vehicle, or fully comply with

any vehicle identification or licensing system adopted by MAC.

7. AIRLINE and its agents shall immediately notify the Airport Police of any

suspicious activities observed in or about the SIDA.

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

the Airport Security Coordinator.

9. AIRLINE further agrees to reimburse MAC for any penalties or fines

levied against MAC by the FAA due to AIRLINE's or its agents’ failure to

abide by any applicable security measures.

10. The Airport Security Coordinator or his designated alternate will

periodically evaluate compliance with this Section. Failure of AIRLINE to

fully comply with the procedures set forth in this Section shall be sufficient

grounds for MAC to immediately take any and all necessary corrective

measures until security that is acceptable to MAC is restored. AIRLINE

shall pay any costs of such corrective measures, plus a fifteen percent

(15 percent) administrative charge.

11. AIRLINE must immediately return each MAC-issued security identification

badge to the airport badging office upon expiration of badge or upon

termination of badgeholder’s employment or contract. Further, AIRLINE

must promptly report any loss or theft of an individual’s MAC-issued

security identification, the termination of any badgeholder whose security

identification is not recovered; or the suspension of any badgeholder.

12. AIRLINE must comply within established timelines with any security

audits conducted by the MAC including audits of airport-issued security

badges.

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

This Agreement shall be subordinate to the provisions of and requirements of

any existing or future agreement between MAC and the United States, relative to

the development, operation, or maintenance of the Airport.

This Agreement and all the provisions hereof shall be subject to whatever right

the United States Government now has or in the future may acquire affecting the

control, operation, regulation, and taking over of said Airport or the exclusive or

non-exclusive use of the Airport by the United States during the time of war or

national emergency.

P. NO EXCLUSIVE RIGHT

Nothing herein contained shall be deemed to grant to AIRLINE any exclusive

right or privilege within the meaning of Section 308 of the Federal Aviation Act for

the conduct of any activity on the Airport.

Q. CONCERNING DEPRECIATION AND INVESTMENT CREDIT

Neither AIRLINE nor any successor of AIRLINE under this Agreement may claim

depreciation or an investment credit under the Internal Revenue Code of 1954,

as amended, with respect to the Premises. AIRLINE represents that it has made

an election under Proposed Treasury Regulations Sections 1.103(n)-1T through

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1.103(n)-6T not to claim such depreciation or investment credit with respect to

the Premises and agrees that it will retain copies of said election in its records

and will not claim any such depreciation or investment credit. MAC

acknowledges receipt of a copy of said election and agrees that it will retain

copies of said election in its records.

R. ATTORNEY’S FEES

In any action brought by either party for the enforcement of any provisions of this

Agreement, the party prevailing in said action shall be entitled to recover

reasonable attorney’s fees from the other party.

S. SAVINGS

MAC and AIRLINE acknowledge that they have thoroughly read this Agreement,

including all exhibits thereto, and have sought and received whatever competent

advice and counsel was necessary for them to form a full and complete

understanding of all rights and obligations herein. MAC and AIRLINE further

acknowledge that this Agreement is the result of extensive negotiations between

them and that this Agreement shall not be construed against either party by

reason of that party's preparation of all or part of this Agreement.

T. MASTER TRUST INDENTURE

1. SUBORDINATION OF FACILITIES CONSTRUCTION CREDITS.

The obligations of MAC under this Agreement, if any, which constitute

Facilities Construction Credits, are made subject and subordinate to the

terms and provisions of the MAC revenue obligations issued pursuant to

Minnesota Statutes, § 473.608, Subd. 12a., including the terms and

provisions of master trust indenture which controls the issuance of such

obligations.

2. AIRLINE COOPERATION.

a. The AIRLINE agrees that it will cooperate with MAC, the

underwriters and their counsel to satisfy any ongoing disclosure

requirements necessary under applicable law in order to market

the MAC revenue obligations, including provision of annual reports

of AIRLINE or any parent.

b. AIRLINE shall cooperate with MAC and the underwriters of MAC's

revenue obligations so that the provisions of Rule 15(c)2-12 of the

Securities Exchange Act of 1934, as amended, are complied with.

c. At the time of issuance of MAC revenue obligations, AIRLINE

agrees that a duly authorized officer of AIRLINE shall execute a

certificate stating that the information relating to AIRLINE, if any,

contained in the official statement is accurate in all material

respects (except as otherwise set forth in such certificate) on and

EXHIBIT A

-98-

as of the date thereof, provided, however, that no such

certification need be made with respect to the completeness of

such information.

U. TERMINATION OF PRIOR AGREEMENTS

All prior agreements between MAC and AIRLINE covering the use and

occupancy of the Airfield, Terminal Building, Terminal Apron, Gold Concourse or

International Arrivals Facility, but excluding any agreements between MAC and

AIRLINE covering Other Areas on the Airport, and excluding any required

agreements between MAC and AIRLINE covering mobile lift devices, are hereby

cancelled.

EXHIBIT A

-99-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their

duly authorized officers on the dates below.

In Presence Of:

METROPOLITAN AIRPORTS COMMISSION

By:

Gordy Wennerstrom

It's: Dir. Commercial Management & Airline Affairs

Date:

In Presence Of:

«Airline_Name»

By:

«Sal» «Name_of_Officer_Signing_Doc»

It's: «Title_of_Officer_Signing_Doc»

Date:

Address:

«Airline_Name»

«Complete_Address_for_Final_Page_of_Doc»

«Address_Part_2»

«City_State__Zip»

EXHIBIT A

-100-

STATE OF MINNESOTA )

)SS

COUNTY OF __________ )

This instrument was acknowledged before me on the ________ day of _______________, 20__,

by _____________________ as the authorized representative of the Metropolitan Airports

Commission.

(Notary Seal) __________________________________

Notary Public

STATE OF ____________ )

)SS

COUNTY OF __________ )

This instrument was acknowledged before me on the _____ day of ____________, 20__, by

_______________________ the ___________________________ of _____________________.

(Name) (Title) (Corporation)

(Notary Seal)

Notary Public

airagmt,01-18-00 version.doc

Gold Parking Ramp

Green Parking Ramp

G Concourse

NWA Bldg "B"

Lindbergh

Terminal

C Concourse Expansion

Mail

Regional Terminal

Deicing Pad

Revenue

In-Bound Roadways

Out-Bound Roadways

Red Parking Ramp

Blue Parking Ramp

C22

C21

C20

C19

C18

C17

C15

C14

C13

A10

A11

A12

A13

B4 B6 B8

B10 B12

B3 B5 B7

B11

B13

Plaza

C16

AMW

COL

AAL

ATA

USA

C12

ASSIGNED GATES

NWA

ASSIGNED GATES

OTHER

SHORT TERM

GATES

FUTURE

EXISTING

GATE DESIGNATION

COL

DAL

AAL

UAL

B14 B16

B15

A14

SCALE

100' 200' 400'

A320

C11

LEGEND

DAL

COL

ATA

AMW

AAL

TWA

DELTA AIRLINES

CONTINENTAL AIRLINES

AIR TRAN AIRWAYS

AMERICAN TRANS AIR

AMERICA WEST AIRLINES

AMERICAN AIRLINES

TRANS WORLD AIRLINES

USA

US AIRWAYS

NWA

NORTHWEST AIRLINES

KLM ROYAL DUTCH AIRLINES (SUBLEASE)

ICELAND AIR (SUBLEASE)

COMAIR (SUBLEASE)

UAL

UNITED AIRLINES

AIR CANADA (SUBLEASE)

FRONTIER AIRLINES (SUBLEASE)

Center

SKYWEST (SUBLEASE)

MES

EXP1

MES MES

MES

MES MES

MES

EXP1 EXP1 EXP1 EXP1 EXP1

EXP1

EXP1 EXP1

EXP1

MES

MESABA

EXP1

EXPRESS I

DAL

D Concourse

C Concourse

FUTURE

UNDER

CONSTRUCTION

A320

C23

C25

C24

C Concourse

(UNDER CONSTRUCTION)

Green Parking Ramp

Gold Parking Ramp

F Concourse

E Concourse

G Concourse

07-10-01

EXHIBIT C

MSP GATE UTILIZATION

Forecast Scheduled Jet Service - August 2000

Minneapolis/St. Paul International Airport - MASR 8/00

Section 5 - Gate Utilization

Time 2400 0100 0200 0300 0400 0500 0600 0700 0800 0900 1000 1100 1200 1300 1400 1500 1600 1700 1800 1900 2000 2100 2200 2300

Gate

G10

G11

G12

G13

G14

G15

G16

G17

G18

G19

G20

G21

G22

F10

F11

F12

F13

F14

F15

F16

E1-FL

E2-US

E4-TZ

-TW

E6-UA

E7-CO

E8-UA

E9-CO

E10-UA

E11-DL

E12-AA

E13-DL

E14-AA AA-T AA AA-T

E15-DL

E16-AA

C8-NJ

C9-HP

C10

C23

C24

C25

C26

C27

C28

2-SY

3-SY

4-SY

American Airlines (AA) Continental Airlines (CO) Sun Country Airlines (SY)

American Trans Air (TZ) Delta Air Lines (DL) Trans World Airlines (TW)

America West (HP) Frantier Airlines (F9) United Airlines (UA)

Air Canada (AC) Icelandair (FI) US Airways (US)

Air Tran Airways (FL) KLM Royal Dutch Airlines (KL) Vanguard (NJ)

Canadian Airlines (CP) Northwest Airlines (NW)

Notes:

The designation "-T" following an airline code indicates either an aircraft towed off a gate to another parking position at night or an aircraft towed onto

a gate in the morning.

Block indicates that aircraft on neighboring gate precludes an aircraft being assigned to the blocked gate.

The asterisks (*) represent those instances in which there was a gap of less than 10 minutes between the departure of one aircraft and the arrival of

another on that same gate. In some cases a gap of 10 minutes cannot be represented on the chart (ie. 10:01 - 10:19) and these instances are

also represented with asterisks.

** **

***

DL DL

***

CO CO

TW TW

DL DL

DLDL

AA AA

DL-T DL-TDL

CO-T

UA UA

CO-TCO

AA AA

UA UA UA UA

CP CP

UA-T

UAUA-T

UA UA UA UA UA-T

UA-T

US US US US US US

FL FL

TZ TZ

TZTZ

US US

TW TW TW

TWTW TW

NJ NJ NJ

HP HP HP HP

NJ NJ NJ NJ

SY-TSY

SY SY SY SY

SY SY-T SY-T SY-T

SYSY-T SY-T SY-T

SY SY SY SY S

SY SY SY SY

UA UA UA

*FI

BLK

***

BLOCK BLOCK BLOCK

CONCOURSE GCONCOURSE FCONCOURSE E

HHH

CONCOURSE C

CONCOURSE

5-1 Global Aviation Associates, Ltd.

EXHIBT D

MSP Gate Utilization

Scheduled Jet Operations By Airline - August 2000

Minneapolis/St. Paul International Airport - MASR 8/00

Section 5 - Gate Utilization

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

RJ-85 71 82 5822 M80 14 147 2058

DC9 11 100 1100 72S 8 149 1192

D9S 256 110 28160 CRJ 10 50 500

D95 57 122 6954 733 2 128 256

D10 34 270 9180 Total 34 4006

A320 173 150 25950

A319 20 130 2600

72S 80 156 12480

757 103 184 18952

747 6 400 2400

Total 811 113598

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

100 32 97 3104 73A 2 115 230

M80 4 134 536 733 2 138 276

Total 36 3640 Total 4 506

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

747 2 400 800 757 2 189 378

Total 2 800 Total 2 378

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

735 18 107 1926 320 6 150 900

ERJ 4 50 200 733 2 134 268

733 2 128 256 Total 8 1168

Total 24 2382

Frontier

Continental

Northwest

America West

Delta

IcelandairKLM

American

Source: OAG 5-2 Global Aviation Associates, Ltd.

EXHIBT D

MSP Gate Utilization

Scheduled Jet Operations By Airline - August 2000

Minneapolis/St. Paul International Airport - MASR 8/00

Section 5 - Gate Utilization

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

727 29 170 4930 733 12 126 1512

D10 7 360 2520 319 4 120 480

Total 36 7450 Total 16 1992

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

M80 8 150 1200 73S 16 122 1952

D9S 6 110 660 Total 16 1952

717 6 117 702

Total 20 2562

Equip Operations

Seats per

Operation

Seats Equip Operations

Seats per

Operation

Seats

72S 8 173 1384 717 8 106 848

Total 8 1384 Total 8 848

Equip Operations

Seats per

Operation

Seats

319 2 112 224

320 2 140 280

757 4 188 752

733 8 134 1072

732 24 109 2616

72S 6 147 882

F28 6 55 330

Total 52 6156

American Trans Air

VanguardTWA

United

USAirwaysSun Country

Air Tran

Source: OAG 5-3 Global Aviation Associates, Ltd.

EXHIBIT E

Minneapolis / St. Paul International Airport - YE 4Q 1999

Section Two - Jet and Commuter Traffic and Capacity Analysis

Jet & Commuter Traffic and Capacity Analysis

Nonstop Service Points

Note: Points shown have both inbound and outbound service from MSP (May 2000).

Jet Only

Jet & Turboprop

Turboprop Only

2-1

Global Aviation Associates, Ltd.

EXHIBIT F

Minneapolis / St. Paul International Airport - YE 4Q 1999

Section Two - Jet and Commuter Traffic and Capacity Analysis

Nonstop Service Overview

May-00 Average Daily Departures Average Daily Seats

Carrier Destination Jets Props Total Jets Props Total

AA DFW

7.1 7.1 855 855

ORD

9.5 9.5 993 993

AC YYZ

2.9 2.9 144 144

CH BJI

0.7 0.7 8 8

CO CLE

4.4 4.4 219 219

EWR

3.5 3.5 408 408

IAH

3.7 3.7 414 414

DL ATL

6.0 6.0 912 912

CVG

7.9 7.9 705 705

SLC

3.0 3.0 440 440

F9 DEN

1.9 1.9 215 215

FI KEF

0.9 0.9 177 177

HP LAS

0.9 0.9 140 140

PHX

3.8 3.8 576 576

KL AMS

1.0 1.0 400 400

NJ MCI

2.8 2.8 346 346

MDW

4.7 4.7 571 571

NW ABQ

2.0 2.0 312 312

ABR

4.7 4.7 141 141

ALO

5.7 5.7 170 170

AMS

1.0 1.0 413 413

ANC

3.0 3.0 552 552

ATL

6.0 6.0 808 808

ATW

1.0 4.8 5.8 82 144 226

ATY

1.0 1.0 30 30

AUS

1.8 1.8 202 202

AZO

2.0 2.0 199 199

BDL

3.0 3.0 335 335

BIL

3.0 3.0 316 316

BIS

4.0 1.0 5.0 460 30 490

BJI

6.0 6.0 181 181

BNA

3.1 3.1 398 398

BOI

2.0 2.0 310 310

BOS

6.9 6.9 1,229 1,229

BRD

2.0 2.0 61 61

BUF

2.0 2.0 222 222

BWI

4.8 4.8 758 758

BZN

3.0 3.0 317 317

CID

2.9 5.6 8.5 241 167 408

CLE

4.9 4.9 555 555

CLT

2.9 2.9 291 291

CMH

3.9 3.9 507 507

CMX

2.9 2.9 86 86

COS

2.0 2.0 316 316

CUN

0.1 0.1 19 19

CVG

4.7 4.7 418 418

CWA

7.0 7.0 209 209

DAY

1.9 1.9 202 202

2-1

Global Aviation Associates, Ltd.

EXHIBIT F

Minneapolis / St. Paul International Airport - YE 4Q 1999

Section Two - Jet and Commuter Traffic and Capacity Analysis

Nonstop Service Overview - Continued

May-00 Average Daily Departures Average Daily Seats

Carrier Destination Jets Props Total Jets Props Total

NW DBQ

2.7 2.7 82 82

(Cont.) DCA

7.7 7.7 1,107 1,107

DEN

6.0 6.0 941 941

DFW

6.9 6.9 790 790

DLH

4.9 3.9 8.8 509 116 625

DSM

3.9 4.7 8.6 358 142 500

DTW

15.0 15.0 2,467 2,467

EAU

5.8 5.8 174 174

EWR

6.9 6.9 984 984

FAR

8.8 8.8 935 935

FNT

2.0 2.0 167 167

FOD

2.0 2.0 60 60

FSD

5.9 2.7 8.6 638 82 720

GEG

2.0 2.0 312 312

GFK

3.8 2.8 6.6 386 85 471

GPZ

1.0 1.0 30 30

GRB

4.6 2.2 6.8 487 67 554

GRR

5.0 5.0 666 666

GTF

2.0 2.0 220 220

HIB

2.9 2.9 86 86

HOU

2.0 2.0 216 216

HPN

2.0 2.0 164 164

IAD

3.9 3.9 461 461

IAH

4.0 4.0 440 440

IND

4.9 4.9 700 700

INL

2.0 2.0 60 60

JFK

1.0 1.0 110 110

LAN

1.1 1.1 117 117

LAS

5.0 5.0 913 913

LAX

6.0 6.0 1,329 1,329

LGA

7.6 7.6 1,177 1,177

LGW

1.0 1.0 270 270

LNK

5.8 5.8 174 174

LSE

3.8 4.6 8.4 317 139 456

MBS

2.0 2.0 198 198

MCI

7.8 7.8 989 989

MCO

5.0 5.0 822 822

MCW

2.9 2.9 86 86

MDW

8.8 8.8 1,154 1,154

MEM

9.9 9.9 1,152 1,152

MIA

2.0 2.0 297 297

MKE

6.8 6.8 1,195 1,195

MLI

5.7 5.7 172 172

MOT

3.0 3.0 335 335

MQT

1.0 1.0 30 30

MSN

5.0 1.0 6.0 715 29 744

MSO

2.0 2.0 224 224

MSY

2.0 2.0 221 221

NRT

1.3 1.3 509 509

OMA

5.8 1.9 7.7 765 56 821

2-2

Global Aviation Associates, Ltd.

EXHIBIT F

Minneapolis / St. Paul International Airport - YE 4Q 1999

Section Two - Jet and Commuter Traffic and Capacity Analysis

Nonstop Service Overview - Continued

May-00 Average Daily Departures Average Daily Seats

Carrier Destination Jets Pro

s Total Jets Pro

s Total

NW ONT

2.0 2.0 300 300

(Cont.) ORD

14.5 14.5 1,761 1,761

PDX

4.0 4.0 674 674

PHL

4.9 4.9 618 618

PHX

6.9 6.9 1,137 1,137

PIA

2.7 2.7 82 82

PIT

4.6 4.6 460 460

RAP

4.0 4.0 439 439

RDU

3.0 3.0 326 326

RHI

3.0 3.0 90 90

RNO

2.0 2.0 300 300

RST

5.8 3.0 8.8 509 90 599

SAN

4.2 4.2 630 630

SDF

2.3 2.3 251 251

SEA

6.9 6.9 1,434 1,434

SFO

6.0 6.0 1,360 1,360

SJC

3.0 3.0 440 440

SLC

3.0 3.0 450 450

SMF

2.0 2.0 300 300

SNA

3.0 3.0 420 420

STC

5.7 5.7 172 172

STL

6.6 6.6 669 669

SUX

2.0 6.5 8.5 210 196 406

TPA

3.0 3.0 478 478

TUS

1.0 1.0 150 150

TVC

1.0 1.0 2.0 110 30 140

YEG

3.0 3.0 372 372

YQR

2.0 2.0 171 171

YQT

2.0 2.0 60 60

YUL

2.0 2.0 220 220

YVR

2.5 2.5 416 416

YWG

5.0 5.0 548 548

YXE

2.0 2.0 229 229

YYC

3.0 3.0 388 388

YYZ

3.0 3.0 381 381

SY BOS

0.9 0.9 144 144

DFW

0.6 0.6 106 106

DTW

1.7 1.7 365 365

IAD

0.9 0.9 144 144

IAH

0.4 0.4 59 59

IFP

- - 5 5

JFK

1.3 1.3 218 218

LAS

2.0 2.0 330 330

LAX

1.0 1.0 165 165

MCO

1.0 1.0 226 226

MKE

1.9 1.9 309 309

PHX

1.0 1.0 200 200

SAN

0.5 0.5 75 75

SAT

0.8 0.8 128 128

2-3

Global Aviation Associates, Ltd.

EXHIBIT F

Minneapolis / St. Paul International Airport - YE 4Q 1999

Section Two - Jet and Commuter Traffic and Capacity Analysis

Nonstop Service Overview - Continued

May-00 Average Daily Departures Average Daily Seats

Carrier Destination Jets Pro

s Total Jets Pro

s Total

SY SFO

1.0 1.0 165 165

(Cont.) SEA

1.0 1.0 165 165

TW STL

9.5 9.5 1,174 1,174

UA BKX

1.7 1.7 32 32

DEN

8.7 8.7 1,141 1,141

JMS

1.7 1.7 32 32

ORD

12.3 12.3 1,576 1,576

US CLT

2.0 2.0 269 269

PHL

2.9 2.9 375 375

PIT

3.0 3.0 408 408

Grand Total

497.6 124.3 621.9 66,632 3,681 70,313

2-4

Global Aviation Associates, Ltd.

Exhibit G

Airport City-Pairs Passengers Stage Length Yield

PDX 7 2,426,310 486 0.16$

TUS 10 1,233,280 467 0.16$

RNO 17 3,168,890 409 0.17$

BWI 14 4,040,690 459 0.17$

SMF 11 4,551,610 450 0.17$

SAN 12 5,747,880 418 0.18$

OAK 14 7,008,060 432 0.18$

SJC 14 6,605,580 426 0.18$

PHX 18 8,125,830 438 0.18$

SFO 5 4,678,390 420 0.20$

STL 19 3,124,500 426 0.20$

SDF 19 1,348,240 465 0.20$

ABQ 21 2,303,450 492 0.21$

MDW 35 5,742,170 408 0.21$

MSY 26 2,778,330 464 0.22$

OMA 15 756,190 480 0.22$

MCI 26 3,761,370 486 0.22$

MCO 12 2,032,980 459 0.23$

CLE 16 1,973,760 410 0.23$

FLL 12 1,998,410 403 0.23$

JAX 16 1,357,150 410 0.23$

OKC 22 961,590 412 0.24$

ATL 27 7,773,380 468 0.24$

TPA 14 2,200,360 414 0.24$

DTW 13 1,984,890 437 0.26$

IND 14 829,990 399 0.26$

RDU 18 1,448,600 441 0.27$

MSP 5 1,216,900 447 0.28$

CVG 4 294,530 494 0.31$

Data from DOT Air Fare Data Table 2. Short-haul markets are defined as those of 750 nonstop miles or

less. The comparison airports included in this chart are those with average stage lengths for these markets

of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN LOW-FARE SHORT-HAUL MARKETS

Exhibit H

Airport City-Pairs Passengers Stage Length Yield

SFO 23 3,029,220 507 0.20$

SEA 32 1,838,990 492 0.23$

SJC 9 67,980 453 0.25$

MCO 36 1,203,220 509 0.26$

OAK 7 35,000 460 0.26$

MCI 46 938,110 485 0.28$

DFW 70 4,922,340 475 0.29$

MSY 27 869,210 468 0.29$

SNA 11 590,190 466 0.29$

MIA 29 842,410 433 0.31$

TPA 35 938,310 442 0.32$

TUL 20 641,470 468 0.32$

RDU 65 3,086,060 491 0.32$

OKC 21 445,350 495 0.32$

ORD 106 12,954,060 510 0.35$

BWI 65 2,556,510 453 0.35$

EWR 65 6,758,050 519 0.36$

STL 72 2,761,100 468 0.38$

MKE 60 2,043,590 498 0.38$

BNA 78 1,816,320 506 0.38$

MEM 53 1,510,240 517 0.39$

SDF 48 949,770 499 0.40$

PHL 84 5,626,420 469 0.40$

IND 67 2,007,070 463 0.41$

BDL 42 1,363,430 467 0.41$

OMA 13 403,410 442 0.41$

CMH 66 2,109,040 436 0.42$

MSP 60 3,160,300 483 0.42$

CLT 93 3,927,830 481 0.45$

CVG 52 1,922,110 441 0.50$

Data from DOT Air Fare Data Table 2. Short-haul markets are defined as those of 750 nonstop miles or

less. The comparison airports included in this chart are those with average stage lengths for these markets

of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN NON-LOW-FARE SHORT-HAUL MARKETS

Exhibit I

Airport City-Pairs Passengers Stage Length Yield

TUS 21 1,420,120 476 0.18$

OAK 21 7,043,060 432 0.18$

SMF 25 4,836,510 448 0.18$

SJC 23 6,673,560 426 0.18$

PDX 36 3,468,910 457 0.19$

PHX 30 8,585,900 436 0.19$

SFO 28 7,707,610 454 0.20$

ABQ 30 2,570,620 507 0.21$

FLL 30 2,368,460 439 0.23$

MSY 53 3,647,540 465 0.24$

MCI 72 4,699,480 486 0.24$

MCO 48 3,236,200 477 0.24$

BWI 79 6,597,200 456 0.24$

JAX 47 2,142,400 465 0.25$

MIA 33 1,503,670 509 0.25$

IAD 54 3,549,130 456 0.26$

TPA 49 3,138,670 423 0.27$

OKC 43 1,406,940 438 0.27$

BNA 96 4,156,230 509 0.27$

TUL 40 1,647,510 423 0.28$

DFW 75 6,174,930 494 0.28$

OMA 28 1,159,600 467 0.28$

STL 91 5,885,600 445 0.29$

SDF 67 2,298,010 479 0.29$

RDU 83 4,534,660 475 0.30$

DTW 104 7,668,250 431 0.34$

ORD 106 12,954,060 510 0.35$

EWR 67 6,984,360 519 0.36$

MEM 60 2,048,590 480 0.37$

IND 81 2,837,060 444 0.37$

CMH 73 2,750,260 426 0.37$

MKE 61 2,050,210 499 0.37$

MSP 65 4,377,200 473 0.38$

PHL 86 5,759,070 473 0.40$

BDL 43 1,485,420 452 0.41$

CLT 93 3,927,830 481 0.45$

CVG 56 2,216,640 448 0.48$

Data from DOT Air Fare Data Table 2. Short-haul markets are defined as those of 750 nonstop miles or

less. The comparison airports included in this chart are those with average stage lengths for these markets

of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN TOTAL SHORT-HAUL MARKETS

EXHIBIT J

Airport City-Pairs Passengers Stage Length Yield

MKE 6 674,210 1,297 0.10$

DTW 21 3,297,110 1,314 0.11$

MDW 46 4,551,290 1,235 0.11$

SLC 18 689,680 1,294 0.12$

MSP 13 1,533,660 1,283 0.14$

LGA 13 2,588,050 1,316 0.16$

Data from DOT Air Fare Data Table 2. Long-haul markets are defined as those of more than 750 nonstop

miles. The comparison airports included in this chart are those with average stage lengths for these markets

of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN LOW-FARE LONG-HAUL MARKETS

Exhibit K

Airport City-Pairs Passengers Stage Length Yield

MCO 114 11,677,320 1,212 0.12$

RSW 85 2,811,840 1,191 0.13$

PBI 89 4,286,830 1,188 0.13$

JAX 55 1,784,150 1,252 0.14$

MSY 65 2,759,020 1,215 0.15$

OMA 53 1,205,180 1,187 0.15$

LGA 99 8,129,780 1,248 0.16$

MCI 63 1,966,250 1,198 0.17$

SAT 69 1,754,630 1,254 0.17$

BNA 25 643,950 1,247 0.17$

OKC 44 683,930 1,211 0.17$

TUL 37 490,920 1,260 0.17$

DEN 144 8,481,500 1,259 0.18$

IAH 130 7,418,410 1,233 0.18$

MSP 106 6,616,340 1,232 0.19$

MEM 43 1,296,430 1,199 0.19$

AUS 66 1,961,900 1,261 0.19$

STL 46 2,149,430 1,232 0.19$

DFW 136 12,371,240 1,199 0.21$

Data from DOT Air Fare Data Table 2. Long-haul markets are defined as those of more than 750 nonstop

miles. The comparison airports included in this chart are those with average stage lengths for these markets

of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN NON-LOW-FARE LONG-HAUL MARKETS

Exhibit L

Airport City-Pairs Passengers Stage Length Yield

MDW 48 4,560,150 1,235 0.11$

FLL 117 9,539,460 1,244 0.12$

IND 60 3,515,940 1,281 0.12$

HOU 72 2,192,090 1,201 0.13$

MSY 90 4,190,050 1,263 0.13$

BUR 35 807,480 1,195 0.14$

JAX 70 2,188,870 1,205 0.14$

SAT 99 3,723,670 1,222 0.15$

TUL 59 1,219,670 1,191 0.15$

STL 72 4,542,690 1,222 0.16$

LGA 112 10,717,830 1,265 0.16$

AUS 94 3,713,140 1,221 0.16$

MSP 119 8,150,000 1,241 0.18$

DEN 157 12,479,400 1,208 0.18$

IAH 131 7,536,540 1,230 0.19$

Data from DOT Air Fare Data Table 2. Long-haul markets are defined as those of more than 750 nonstop

miles. The comparison airports included in this chart are those with average stage lengths for these markets

of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN TOTAL LONG-HAUL MARKETS

Exhibit M

Airport City-Pairs Passengers Stage Length Yield

FLL 47 6,494,870 953 0.13$

MCO 48 8,211,790 939 0.13$

TPA 53 5,726,850 900 0.13$

BNA 48 4,012,680 885 0.13$

MIA 13 2,001,070 922 0.15$

BOS 7 969,830 940 0.16$

MSP 18 2,750,560 913 0.17$

DEN 21 6,810,540 877 0.21$

Data from DOT Air Fare Data Table 2. The comparison airports included in this chart are those with average

stage lengths for ALL markets of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN TOTAL LOW-FARE MARKETS

EXHIBIT N

Airport City-Pairs Passengers Stage Length Yield

MSY 92 3,628,230 1,036 0.16$

CMH 110 4,012,740 993 0.18$

OMA 66 1,608,590 1,000 0.18$

MCI 109 2,904,360 967 0.18$

BWI 117 4,482,470 974 0.19$

IAH 171 10,018,480 1,023 0.19$

ATL 182 15,039,860 946 0.20$

DFW 206 17,293,580 993 0.22$

MSP 166 9,776,640 990 0.22$

Data from DOT Air Fare Data Table 2. The comparison airports included in this chart are those with average

stage lengths for ALL markets of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN TOTAL NON-LOW-FARE MARKETS

EXHIBIT O

Airport City-Pairs Passengers Stage Length Yield

OGG 49 4,449,550 1,017 0.10$

TPA 172 12,728,960 991 0.14$

SLC 138 8,323,230 994 0.15$

SJC 120 10,111,570 934 0.15$

CMH 125 5,663,080 933 0.17$

MKE 121 4,605,960 955 0.19$

IAH 177 10,633,350 990 0.20$

ORD 220 26,658,610 937 0.21$

MSP 184 12,527,200 973 0.21$

DFW 218 19,528,570 964 0.22$

Data from DOT Air Fare Data Table 2. The comparison airports included in this chart are those with average

stage lengths for ALL markets of plus or minus 50 miles of MSP's.

COMPARISON OF YIELDS IN TOTAL MARKETS