Gary Airport Management Agreement - Gary/Chicago Airport

AIRPORT MANAGEMENT AGREEMENT by and between GARY/CHICAGO INTERNATIONAL AIRPORT AUTHORITY and AFCO AVPORTS MANAGEMENT LLC

DATED AS OF__________________, 2014

TABLE OF CONTENTS SECTION 1: DEFINITIONS ...............................................................................................2 SECTION 2: TERM ............................................................................................................4 SECTION 3: RELATIONSHIP OF THE PARTIES .............................................................5 SECTION 4: RIGHTS AND RESPONSIBILITIES OF THE PARTIES ...............................6 SECTION 5: BUSINESS PLANS AND BUDGETS ..........................................................12 SECTION 6: PAYMENT OF OPERATING EXPENSES AND FEES ...............................15 SECTION 7: PERFORMANCE BY MANAGER ...............................................................19 SECTION 8: RECORDS AND ACCOUNTS ....................................................................20 SECTION 9: INSURANCE ...............................................................................................21 SECTION 10: INDEMNITY .............................................................................................23 SECTION 11: COMPLIANCE WITH LAWS AND NONDISCRIMINATION .....................24 SECTION 12: TERMINATION .........................................................................................28 SECTION 13: EXCUSABLE DELAY ...............................................................................30 SECTION 14: INDEPENDENT CONTRACTOR ..............................................................30 SECTION 15: DELEGATION OF RESPONSIBILITIES ...................................................30 SECTION 16: WAIVER ....................................................................................................30 SECTION 17: SOLE AGREEMENT; MODIFICATION ....................................................31 SECTION 18: SEVERABILITY ........................................................................................31 SECTION 19: SECTION HEADINGS ..............................................................................31 SECTION 20: GOVERNING LAW ...................................................................................31 SECTION 21: ATTORNEY AND INVESTIGATION FEES ..............................................31 SECTION 22: NOTICES ..................................................................................................31 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D

MANAGEMENT SERVICES CORPORATE SERVICES ADDITIONAL SERVICES MAP OF AIRPORT

AIRPORT MANAGEMENT AGREEMENT This AIRPORT MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of the ___day of ____________, 2014 (the “Effective Date”), by and between the Gary/Chicago International Airport Authority (the “Authority”), a municipal authority, established under IND. CODE § 8-22-3, as amended, and AFCO AVPORTS Management LLC (the “Manager”), a Delaware limited liability company (each of the Authority and the Manager a “Party” and collectively the “Parties”). W I T N E S S E T H: A. The Authority owns and controls the Gary/Chicago International Airport and certain property located in Gary, Indiana, (the “Airport”), all described on Exhibit D, and may acquire additional property within the City of Gary (the “City”) during the Term of this Agreement, such currently-owned and subsequently-acquired property collectively referred to herein as the “Airport Property”; B. Pursuant to and in compliance with the provisions of IND. CODE §§ 8-22-3 and 36-1-9.5, the Authority and the City issued the Gary/Chicago International Airport Request for Proposals for the Development and Management of the Airport and Related Assets on July 22, 2013 (the “RFP”) soliciting competitive proposals from potential partners capable of developing the Airport and the surrounding area and managing the Airport; C. The RFP was not a solicitation for proposals to privatize the Airport as the Authority will retain ownership of the Airport, but rather an attempt to seek to benefit from proposals that leverage the private sector's innovation, broad experience and capital access in close partnership with each of the Authority and the City; D. After a rigorous process examining the character, experience and financial capacity of select respondents to the RFP, including Manager, the City and Authority adopted an ordinance under IND. CODE § 8-22-3 selecting Manager to provide Management Services to the Authority; E. The RFP solicitation was pursuant to the provisions of IND. CODE§ § 8-223-11(20)(A) and IND. CODE § 36-1-9.5 and this Agreement is in compliance with the publication requirements of IND. CODE § 36-1-9.5-19; F. Concurrently with this Agreement, the Authority is entering into the Gary/Chicago International Airport Development Agreement (the “Development Agreement”) by and among the Authority and the City and an affiliate of Manager, AFCO Gary Development LLC. (“AFCO”), pursuant to which AFCO will develop the real estate on the Airport and in the area surrounding the Airport; G. The primary goals the City and Authority intend to achieve with the implementation of this Agreement and the Development Agreement, are to: (i)

increase and diversify the tax base,

(ii) (iii) (iv) (v)

increase employment opportunities, including for disadvantaged, minority, women and veteran owned business in the Northwest Indiana region, increase Airport profitability, encourage and attract investment in the Northwest Indiana region, and improve the health, safety, and welfare of the citizens of the City and the surrounding area.

H. Manager intends to develop the Airport primarily as a general aviation, MRO, research and development-oriented airport with limited scheduled passenger service, which acts as a reliever (both emergency and potentially for integrated longterm planning) for Chicago O’Hare and Chicago Midway Airports and enter into Airport leases, as appropriate, to satisfy such intent; I. In order to assist with and expedite the development of the Northwest Indiana region, the City has assigned to the Authority the duties and powers of the City’s Redevelopment Commission under IND. CODE § 36-7-14 in respect of the City Property, pursuant to IND. CODE § 36-1-7-15 (c) and the Economic Development and Interlocal Agreement by and between the Authority and the City of Gary Redevelopment Commission, dated as of _____, 2014 (the “Economic Development Agreement”). NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and with the intent to each be bound to this Agreement to the maximum extent provided by law, the Parties agree as follows: SECTION 1: DEFINITIONS 1.01

Additional Incentive Fee: Shall have the meaning set forth in Section 6.07(C).

1.02

Additional Services: Shall mean the services described in Exhibit C as attached hereto and incorporated herein by reference, and any other services which are not Management Services or Corporate Services, which the Authority requests Manager to perform, which Manager is able to perform, and for which funds shall be available for the payment thereof.

1.03

Affiliate, Affiliated or Affiliates: Shall mean any individual, person or other entity that is owned or controlled, in whole or in part, by either Manager or by any owner or controlled party of Manager.

1.04

Agent: Shall mean any individual, person or other entity that is acting for the benefit of or on behalf of another individual, person or other entity including either of the Parties to this Agreement.

1.05

AIP: shall mean the Airport Improvement Program established under the Airport and Airway Improvement Act of 1982 (Public Law 97–248) pursuant to which the FAA provides grants for improvements to the safety and efficiency of U.S. airports.

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1.06

ALP: Shall mean the Airport Layout Plan for the Airport, as such term is used in accordance with the FARs and FAA guidance, to mean a scaled drawing of existing and proposed land and facilities necessary for the operation and development of the airport.

1.07

Approved Budget(s): Shall have the meaning set forth in Section 5.02.

1.08

ASP: Shall mean the Airport Security Program for the Airport established in accordance with TSA requirements.

1.09

Authority Revenue Account: Shall have the meaning set forth in Section 4.07.

1.10

Business Plan: Shall have the meaning set forth in Section 5.01A.

1.11

Capital Expenditure or Capital Improvement: Shall mean (i) an item that will be of a long-term nature having a useful life in excess of three years, as defined by manufacturers’ specifications, (ii) replacement of equipment that has met or exceeded its useful life and (iii) items for construction, placement of new facilities and capital purchases that significantly improve operations and/or maintenance, aesthetics, long-term capital conditions or other aspects not generally associated with ongoing operations and maintenance.

1.12

Contract Year: A Contract Year shall mean any twelve-month period of the Term that coincides with the fiscal year of the Authority.

1.13

Corporate Services: Shall mean the services described in Exhibit B as attached hereto and incorporated herein by reference.

1.14

CPI Midwest: Shall mean the Consumer Price Index for the applicable 12month period.

1.15

EBITDA: Shall mean Earnings Before Income Taxes, Depreciation and Amortization, as determined in accordance with Section 5.03. EBITDA will not include payments to the Authority under the Compact between the City of Chicago and the City of Gary Relating to the Establishment of the Gary-Chicago Regional Airport Authority.

1.16

Effective Date: Shall have the meaning set forth in the first paragraph of this Agreement.

1.17

FAA: Shall mean the United States Federal Aviation Administration.

1.18

FARs: Shall mean the Federal Aviation Regulations of the United States.

1.19

Initial Contract Year: Shall commence on the first day and end on the last day of the first full fiscal year of the Authority immediately following the Effective Date. Each Contract Year thereafter, if any, shall correspond with the next fiscal year of the Authority.

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1.20

Initial Term. Shall have the meaning set forth in Section 2.01.

1.21

Key Manager Staff: Shall mean the Airport Manager, and the person designated by the Airport Manager to act in his or her place in the event of any absence or unavailability, whether such person’s title is Assistant Airport Manager or such other appropriate title.

1.22

Labor Costs. Shall have the meaning set forth in Section 6.02A.

1.23

Management Compensation Payment Amount: Shall mean those amounts payable to Manager pursuant to Section 6.07 as the Management Fee, the Profit Incentive Fee and the Additional Incentive Fee, calculated and payable in the manner as further provided in Section 6.07.

1.24

Management Fee: Shall have the meaning set forth in Section 6.07.

1.25

Management Services: Shall mean all services to be provided by Manager, as described in Exhibit A as attached hereto and incorporated herein by reference, together with any other services normally to be provided as part of the day-to-day management and operation of the Airport by Manager personnel based at the Airport under the terms of this Agreement.

1.26

Manager Trust Account: Shall have the meaning set forth in Section 4.07.

1.27

Operating Expense: Shall have the meaning set forth in Section 5.03B.

1.28

Operating Revenues: Shall have the meaning set forth in Section 5.03A.

1.29

Profit Incentive Fee: Shall have the meaning set forth in Section 6.07.

1.30

PFC: Shall mean a Passenger Facility Charge imposed by a public agency on passengers enplaned at a U.S. commercial service airport such agency controls, as set forth in 14 CFR Section 158.

1.31

Renewal Term: Shall have the meaning set forth in Section 2.02.

1.32

Runway Expansion Project: Shall have the meaning set forth on the first page of Exhibit C.

1.33

Term: Shall mean the Initial Term plus each applicable Renewal Term.

1.34

Travel Costs: Shall have the meaning set forth in Section 6.02C.

1.35

TSA: Shall mean the United States Department of Homeland Security, Transportation Security Administration. SECTION 2: TERM

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2.01 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue through to the end of the tenth (10th) Contract Year (the “Initial Term”). 2.02 Extensions. Following the Initial Term, this Agreement shall be extended for up to (6) consecutive additional periods of five (5) years (each a “Renewal Term”), subject, however, to the following: A.

Manager’s satisfaction of the criteria set forth in Section 11.02;

and B. The termination rights set forth in Section 12, including without limitation the Authority's right to terminate for convenience as set forth in Section 12.04. 2.03. Ten Year Termination Right. The Authority shall have a one-time right to terminate this Agreement, without penalty, upon 180 calendar days prior written notice to the Manager, which termination would become effective upon the tenth (10th) anniversary of the Effective Date if the Authority has terminated the Development Agreement before such date pursuant to Section 7(d) of the Development Agreement. Upon such termination, the Authority will be obligated to pay the accrued expenses as set forth in Section 12.05. SECTION 3: RELATIONSHIP OF THE PARTIES 3.01 Independent Contractor. The relationship of Manager to the Authority shall be that of an independent contractor. The Authority, as owner and operator of the Airport, hereby retains Manager, as an independent contractor, to perform the duties and services set forth in this Agreement including those responsibilities to the Authority for the safe, professional and cost efficient management and operation of the Airport within the budgetary and policy criteria established by the Authority and the terms of this Agreement. 3.02 Recommendations. Manager shall also, as more particularly set forth below, provide recommendations to the Authority with respect to the Authority’s establishment of Airport policy, plans, budgets, rules, regulations and criteria for the management, operation and development of the Airport. Manager shall assist the Authority, to the degree that may be reasonably requested by the Authority from time to time, with respect to the Authority’s dealings with all applicable federal, state, and local authorities including acting as the Authority’s representative as and when requested by the Authority with respect to such dealings. However, Manager’s assistance shall not relieve the Authority of its obligations under the law and under federal grant agreements and the Authority shall remain responsible to the FAA and any other government office or agency having jurisdiction over activities at the Airport. 3.03 Limited Agency. Manager shall, as specified in this Agreement, act as the Agent of Authority and on behalf of Authority to negotiate and draft lease, use, license, and other agreements with respect to the Airport and shall serve as the Authority’s representative to oversee the administration and enforcement of such lease, use, license and other agreements; provided, however, that all legal actions for the enforcement of such agreements or to file court actions and to obtain a court determination in any

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unlawful detainer action and other judgments against tenants shall be specifically authorized by the Authority at its sole and absolute discretion. SECTION 4: RIGHTS AND RESPONSIBILITIES OF THE PARTIES 4.01 Establish Policies. The Authority, as operator of the Airport, shall have the sole right to establish all Airport policies and plans, to determine and adopt all Airport budgets (including the Approved Budgets as set forth in Section 5.02), to set fees, rates and charges and to set standards, criteria, requirements, rules and regulations for the operation, maintenance and development of the Airport. 4.02 Authority’s Decision-Making Standard. The Authority shall have the right to make any and all of its determinations regarding the Airport in the manner it solely decides, consistent with applicable law, to be in the best interests of the Authority, the Airport and those operating at and using the Airport. 4.03 Expenses. The Authority shall have the obligation, as hereinafter set forth, to meet all the actual Operating Expenses of the Airport consistent with the Approved Budgets including labor, personnel, and other agreed costs of providing Management Services, as more fully set forth in Exhibit A, and to pay Manager the Management Compensation Payment Amount, and charges for such Additional Services as may separately be agreed in advance in writing, all as more fully set forth in Section 6.07. Notwithstanding anything to the contrary in the foregoing, and only to the extent feasible, Manager is authorized under this Agreement to pay, out of the Airport revenues, all Operating Expenses of the Airport consistent with the Approved Budget or otherwise approved in writing by the Authority. 4.04 Management. Manager shall have the sole and exclusive right during the Term to serve as the Authority’s Airport Manager, as herein described. Manager shall provide uninterrupted, safe, timely, professional and reliable management of the Airport in a business-like manner and in accordance with this Agreement. 4.05 Manager’s Standard. Manager shall have the right and responsibility, within the parameters of Authority-established policy, plans, budgets and criteria, and within the parameters of all applicable federal, state and local laws, rules and regulations, and in accordance with all applicable contracts and agreements, to carry out its responsibilities under this Agreement in the manner it shall, in its best professional judgment, determine to be the safest, best and most cost efficient. Manager shall also make such recommendations to the Authority with respect to the matters described in Sections 4.01 and 4.02 above as it shall, in its best professional judgment, deem to be in the best interests of the Airport and the Authority. 4.06 The Authority Designee. The Authority shall, at all times, designate an individual (the "Authority Designee") who shall serve as the Authority’s liaison with Manager. Manager shall provide reasonably sufficient and suitable office space for the Authority Designee, including a computer terminal and office furnishings necessary to perform his or her duties (and any such expense shall be deemed an Operating Expenses under this Agreement). The Authority Designee, or his or her designee, shall be the primary Authority representative through whom Manager shall report and respond to the Authority and who shall set up, as appropriate, meetings and discussions between Manager and other Authority representatives. Such Authority Designee shall review all

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matters required to be submitted to the Authority by Manager for review and/or approval and shall be the person who shall have the authority, unless precluded by law, to issue such approvals. Such Authority Designee shall meet and communicate with Manager’s Airport Manager on a regular and frequent basis and shall be the Authority’s representative responsible for transmitting the Authority’s approvals, needs, requests, concerns and any Authority objections to Manager. All written communications to either Party by the other shall be responded to in writing. It is understood and agreed that in the event the Authority is dissatisfied with any action or performance by Manager, the Authority Designee shall not unreasonably intrude into Manager’s role as manager or into its relationship with its employees or Agents but rather shall timely transmit such dissatisfaction to Manager’s Airport Manager and shall thereafter work with such Airport Manager and such other Manager representatives as may be appropriate to resolve such issues. Whenever the consent or approval of the Authority is required under this Agreement, Manager shall be entitled to rely on the written statements and representations of the Authority Designee. The terms of this Section 4.06 shall be applicable, in addition to the Authority Designee, to any person designated by the Authority Designee to act in his place. 4.07 Bank Accounts and Payment of Monthly Expenses. The Authority, in consultation with the Manager, shall establish an account in a financial institution designated as a depository of public funds pursuant to Ind. Code S 5-13 for the receipt of all Airport Revenues (the “Authority Revenue Account”), and provide the Manager with the authority to make deposits, but not withdrawals, into such Authority Revenue Account to the extent that Manager receives Airport Revenues. Manager agrees to make all deposits of Airport Revenues no later than the business day following receipt of the Airport Revenues by the Manager, pursuant to Ind. Code S 5-13-6-1. Manager, in consultation with the Authority, shall establish a dedicated bank trust account into which all payments due Manager under this Section shall be deposited by the Authority (the “Manager Trust Account”). Manager shall designate an authorized representative to withdraw from such Manager Trust Account as required to meet the Operating Expenses and other costs of the Airport during the respective month. Upon the Effective Date and on the last business day of each calendar month, the Authority shall pay to Manager an amount equal to the budget requirement forecast for the month next succeeding (including, but not limited to, Operating Expenses), or an amount agreed upon as necessary to meet the operational cash requirements of the Airport for such succeeding month after taking into account any surplus or shortfall from the prior month. If the Authority has not made such payment to Manager within ten (10) business days from the first day of such succeeding month, such payment shall be deemed late and shall bear interest at a rate of 1% per month. At the end of each Contract Month, the Operating Expenses paid by the Authority during the Contract Month pursuant to the budget requirement forecast shall be reconciled with the actual Operating Expenses incurred. To the extent the amount incurred was greater than the amount paid by the Authority, the Authority shall pay to the Manager an amount equal to the difference in the next succeeding month, as agreed by the Parties. To the extent the amount incurred was less than the amount paid by the Authority, the Manager shall credit against the succeeding month’s budget requirement forecast. 4.08

Obligations of the Authority. The Authority shall:

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A. Subject to approval by the fiscal authority responsible for funding the Airport, Fund the costs of construction and renovations, after separate approval of Capital Expenditures by the Authority’s governing body, and of all Operating Expenses as approved in the applicable Approved Budget, except to the extent that the Authority reasonably determines the expenditures are no longer in the best interests of the Authority, and has notified the Manager in advance of the Manager reasonably incurring such expense; B. Subject to approval by the fiscal authority responsible for funding the Airport, fund the Management Compensation Payment Amount (as further described in Section 6.07), and any other amounts set forth in this Agreement; C. Comply in all material respects with applicable law, the terms, conditions, and obligations of the FAA grant assurance agreements and this Agreement; D. Support the operation, management, maintenance, and development of the Airport by Manager and do all in its power to assist and facilitate Manager in its provision of the Management Services; E. Grant Manager broad day-to-day control and management of the Airport. The parameters of Manager’s control and management of the Airport shall be limited in this regard only as set forth in this Agreement and by applicable law; F. Take all reasonable actions necessary to ensure that Manager is not hampered in its efforts to implement operating, safety and environmental plans for the Airport in accordance with all applicable federal, state and local laws; G. Cause an auditor to be appointed at least annually in accordance with the standard practices of the Authority for the preparation of an audit of all financial activities of the Authority. Such Authority audit shall also include preparation of the calculations of the Profit Incentive Fee and Additional Incentive Fee under this Agreement. All such audit expenses shall be included within the definition of Operating Expenses for all purposes under this Agreement. Manager shall review and agree with the Authority-prepared calculations and shall notify the Authority of any issues with such calculation of the Profit Incentive Fee and Additional Incentive Fee within thirty (30) calendar days after receipt of such Authority-prepared financial statements. All other rights and duties of the Parties with respect to the procedures for the approval and payment of the Profit Incentive Fee and Additional Incentive Fee shall be as further set forth in Section 6.07; H. Allow Manager to manage the Airport as a commercial enterprise to the extent permitted by federal, state or local law, using best practices based on Manager’s collective experience and knowledge from other airport operations and the aviation industry in general; I. Retain ownership of all Airport facilities and equipment and other personal property and vehicles;

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J. Retain authority over the establishment of rates and charges, except as otherwise agreed by the Parties subsequent to the execution of this Agreement; K.

Retain ownership of all Airport revenues;

L.

Retain authority over policy setting;

M. Retain approval authority over all Capital Expenditures, in accordance with the provisions above; N. Retain responsibility and control of community relations except to the extent that such role is delegated to Manager by the Authority; and

O. Serve as sponsor of all AIP-eligible Capital Improvements, and any PFCs, as applicable. 4.09 Manager’s Airport Manager. Manager shall at all times, and subject to the prior approval of the Authority, which shall not be unreasonably withheld, employ a person designated as the Airport Manager (“Airport Manager” or “Manager’s Airport Manager”) who shall, among their other duties including the obligation to participate in meetings of the Authority Board of Directors and its committees, serve as Manager’s liaison with the Authority and who (or their designee if approved by the Authority, which approval shall not be unreasonably withheld) shall be the Manager’s representative primarily responsible for dealing with the Authority Designee. It is understood and agreed that the Airport Manager shall, to the extent commercially reasonable and practicable and barring exigent circumstances, deal with the Authority only through the Authority Designee, or such other persons as may be specifically designated in writing by the Authority Designee. Such Airport Manager shall meet and communicate with the Authority Designee on a regular and frequent basis and shall provide all reports, recommendations, information and the like as may be appropriate hereunder to such Authority Designee. In particular, and without limitation, the Airport Manager shall, as timely as reasonably possible, inform the Authority Designee of all emergencies and the occurrence of all unforeseen circumstances relating to the Airport which an Airport manager would be expected to report as would be customary and prudent business practices. Manager, through the Airport Manager, shall timely advise the Authority Designee of any and all conditions, circumstances, issues, suggestions, recommendations and the like relating to the Airport which are either required by this Agreement to be brought, or which Manager may reasonably believe should be brought, to the attention of the Authority as principal and as operator of the Airport. In this regard Manager shall at all times bring to the attention of the Authority all matters of which Manager is or should be aware, as the Authority’s Airport Manager and advisor, materially affecting the safe, professional and cost-efficient management, operation and development of the Airport in a first-class manner. The terms of this Section 4.09 shall be applicable, in addition to the Airport Manager, to that person designated by the Airport Manager to act in such designated Airport Manager’s place.

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4.10 Transition Cooperation. On and immediately after the Effective Date, the Parties shall cooperate to transition to Manager the activities contemplated in this Agreement and in the respective approved Business Plan, to include without limitation an orderly transition of those facilities, agreements, personnel (as provided in this Agreement), and/or operations from the Authority to Manager as appropriate for accomplishing the intent of this Agreement and in order to allow Manager to fulfill its service obligations hereunder. 4.11 Limitations to Manager’s Authority. Except to the extent authorized in this Agreement or in any applicable Approved Budget or any applicable Business Plan approved by the Authority, and then only to such extent, Manager shall not: (a) create or incur any obligation or liability on the part of the Authority without having first obtained the prior written approval and authorization of the Authority therefor; (b) change the nature of the business of the Airport as currently conducted; (c) change the accounting methods or practices with respect to the Airport; (d) enter into any contract, commitment or transaction not in the usual and ordinary course of business of the Airport; (e) utilize assets of the Airport for any purpose other than the continued operation of the Airport; (f) distribute any of the assets of the Airport to the Manager or any other person or entity; or (g) dispose of, transfer, convey, pledge, mortgage, encumber or otherwise subject to any lien or security interest any of the assets of the Airport, all other than as expressly set forth in this Agreement. 4.12 Provision of Management Services. Manager shall at all times after the Effective Date, subject to the agreed transition as set forth in Section 4.10, provide to the Authority the Management Services, in accordance with the Approved Budget and applicable Approved Business Plan, all as set forth in this Agreement generally and specifically as described in Exhibit A. 4.13 Provision of Corporate Services. Manager shall at all times make available and provide as required, at no additional cost other than Travel Costs, the Corporate Services as set forth in this Agreement generally and specifically as described in Exhibit B. 4.14 Provision of Additional Services. The Authority may request Manager to provide, and Manager may agree to provide, Additional Services, including without limitation those set forth in Exhibit C hereof and at the rates set forth thereon. No such services shall be performed until the scope of work and the compensation therefor has been agreed to in writing between the Parties. 4.15 Staffing. Manager shall staff the Airport with properly qualified persons in accordance with the staffing schedule provided in the applicable Authority-approved Business Plan and the applicable Approved Budget, policies and procedures then in effect. A. General Obligations. Subject to all of the provisions of this Section 4.15, Manager will interview, recruit, hire, promote, discharge and supervise personnel employed in the operation of the Airport in accordance with the agreed transition as set forth in Section 4.10 and thereafter in accordance with the applicable Authority-approved Business Plan and the applicable Approved Budget, policies and procedures then in effect. Manager will require that its employees: (i) wear proper identification badges approved in advance by

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Authority; and (ii) treat all patrons in a professional and courteous manner and on an equitable and impartial basis. Manager will be responsible for: (i) training all employees properly to ensure that they deliver high-quality service; (ii) maintaining satisfactory standards of employee competency, conduct, appearance, and integrity; and (iii) taking such corrective action with respect to its employees as may be necessary or appropriate. B. Minimum Qualifications. Manager will use reasonable care to employ and retain employees who are qualified, competent and otherwise able to perform the essential functions of the job to which they are assigned. Manager will conduct criminal background checks and drug screening tests prior to hiring any applicant in accordance with federal and state laws. At a minimum, Manager will determine, for each applicant, the applicant’s: (i)

compatibility to work in a customer service environment;

(ii)

absence or the presence of illegal drugs; and/or legal drugs in excess of medically-approved standards;

(iii)

history of criminal convictions that would disqualify the applicant for a position of public trust, such as conviction of a felony or theftrelated misdemeanor; and

(iv)

attainment of the minimum age of eighteen (18) years.

Manager agrees to use commercially reasonable efforts to comply with the covenants set forth in Section 1.01. C. Authorization to Work. In addition to all of the other requirements set forth in this Section 4.15 and elsewhere in this Agreement, at all times during the Term, Manager will comply with all of the laws, rules, and regulations of the United States Department of Homeland Security and the United States Immigration and Customs Enforcement, and any other applicable federal homeland security and immigration laws, rules, and regulations, including any requirements for verification by employers of employee eligibility and legal work status. Neither Manager nor any subcontractor of Manager will knowingly hire, employ, or contract with any individual who is not legally authorized to work in the United States. D. Employee Assumption and Retention. To the extent agreed by and coordinated with the Authority, prior to and immediately after the Effective Date, Manager will interview the Authority’s employees, make hiring decisions, and implement its new organization structure consistent with the agreed transition, as set forth in Section 4.10, the applicable Business Plan and applicable Approved Budget. The Parties shall work cooperatively and in good faith on all matters relating to the hiring, retention, transfer and supervision of employees. E. Certified Unions. As of the Effective Date, Manager shall work and cooperate with any certified unions representing workers at the Airport or Airport employees who are performing work subject to this Agreement.

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4.16

Lease, License and Use Agreements

A. Manager, acting as the Agent for Authority, shall administer and enforce compliance with all leases relating to the Airport facilities, provided, however, only the Authority shall have the right and authority to authorize the commencement of any legal action or arbitration under any such lease. B. Manager shall have no right to enter into or to bind the Authority in any lease, license agreement or use agreement without the specific written authorization of the Authority but may initiate the negotiation and preparation of such agreements as Agent for the Authority. 4.17 Manager’s Other Airport Operations. The Parties recognize that during the Term Manager and its owners may have obligations to other airport operators and to entities operating at other airports. Manager warrants that it will carry out its obligations under this Agreement solely in the best interests of the Authority. Manager also warrants that in the event any of its obligations to others should create the potential for any conflict between those obligations and its obligations to the Authority, Manager will promptly disclose such matters to the Authority and will work with the Authority in good faith to resolve any such potential conflict. Manager shall not engage in, invest in, or be otherwise associated with providing any goods, technical assistance or other services at the Airport, either directly or indirectly, that are not specifically authorized by this Agreement or otherwise approved by the Authority. 4.18 Affiliates. The Manager will enforce fully and fairly against any Affiliate or employee whether at the Airport or elsewhere in Manager’s system all obligations under agreements, rules or regulations, including payment of rent and compliance with law and in the avoidance of any and all conflicts of interest. Manager will not discriminate against any provider or proposed provider of goods or services that may be competitive with Manager or any Affiliate. If Manager is approached by any such potentially competitive provider, or if Manager is subject to a potential conflict of interest of any kind, it shall notify the Authority’s Designee promptly so that Authority may monitor compliance with this provision. SECTION 5: BUSINESS PLANS AND BUDGETS 5.01 Business Plans. Manager shall be responsible for the preparation of a business plan, to include an associated budget, for each Contract Year, subject to consultation with and the approval of the Authority. Each such business plan and associated budget shall take into account all applicable studies and appropriate operating plans in existence at the time of preparation that assure the safe, secure, efficient and orderly operation of the Airport as prescribed by pertinent FARs. A. Initial Contract Year Business Plan: Before the Effective Date the Manager will begin preparation of a draft business plan for the period from the Effective Date through to the end of the Initial Contract Year so that upon the Effective Date, subject to the agreed plan of transition as set forth in Section 4.10, a draft business plan will be in place. Manager will finalize such draft business plan as soon as is commercially practicable after the Effective Date, not to exceed one hundred and twenty (120) days. The Authority and

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Manager shall use all commercially reasonable efforts, working cooperatively in good faith, to mutually agree to and approve such draft business plan as the initial Business Plan as early as commercially practicable. When approved by the Authority such document shall be deemed the initial “Business Plan.” B. Business Plan Updates: Beginning in the Initial Contract Year, on or before November 15 of each subsequent year of the Term, Manager shall prepare and present for the approval of the Authority an updated business plan, including budget, for the following calendar year, to become effective on January 1 of such year. The Authority and Manager shall use all commercially reasonable efforts, working cooperatively in good faith, to mutually agree to the terms of such business plan, and the final such business plan as approved by the Authority shall be deemed the “Business Plan” for the respective calendar year of the Term.The then-applicable Business Plan shall be updated annually to the extent necessary to comply with those funding and project implementation requirements as may be set forth in each Approved Budget as approved by Authority. C. Implementation of Business Plan: The applicable Business Plan shall be implemented by Manager as generally directed by the Authority. The method of implementation shall be determined by Manager, and all actions of Manager must be in material compliance with the applicable approved Business Plan.

5.02 Budgets. Manager shall be responsible for the preparation of a budget for each Contract Year, subject to consultation with and the approval of the Authority. Each such proposed annual budget shall itemize the revenues, proposed Capital Expenditures, Operating Expenses and personnel necessary to implement the operations, marketing, development plans and projects by Manager for each fiscal year of the Authority. In the performance of Management Services as further provided in Exhibit A, Manager will observe all applicable requirements and limitations of the respective Approved Budget unless otherwise authorized or instructed by the Authority in writing. A. Initial Contract Year Budget. Before the Effective Date, and subject to the agreed plan of transition as set forth in Section 4.10, the Manager will begin preparation of a draft budget for the period from the Effective Date through to the end of the Initial Contract Year so that such draft budget will be available upon the Effective Date or upon such later date as may be agreed beforehand in writing by the Parties. Contractor will finalize such draft budget as soon as is commercially practicable after the Effective Date, not to exceed one hundred and twenty (120) days. The Authority and Manager shall use all commercially reasonable efforts, working cooperatively in good faith, to mutually agree to and approve such final draft budget as the initial Approved Budget as early as commercially practicable. When approved by the Authority such budget shall be deemed the initial “Approved Budget”. B. Budget Updates. Manager shall submit to the Authority for approval, by November 15 of each Contract Year for the following Contract Year, its proposed annual budget and any amended proposed annual budget for Management Services, and for any proposed Capital Expenditures for the

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improvement and development of the Airport. Such proposed annual budget or amended proposed annual budget, upon further input from and approval by the Authority, shall become the approved operating and capital budgets for the Authority (the “Approved Budget” or "Budget"). C. Budget for Additional Services. At the time of submitting such estimate of expenditures as contained in the proposed annual budget for the subsequent Contract Year, Manager shall also submit a proposal together with a cost estimate for the performance of any Additional Services which Manager may recommend in connection with the management and operation of the Airport. All annual funding requirements as may be set forth in the Approved Budget for Capital Expenditures and payments of Operating Expenses will become the financial obligations of Authority when approved by the governing body of Authority in the typical budgetary approval process of Authority. All funding requirements as may be set forth in the Approved Budget for Capital Expenditures and payments of Operating Expenses will become the financial obligations of Authority in the manner as permitted by applicable Indiana law. D. Timing of Approval. If any proposed annual budget as prepared by Manager is not approved by Authority and thus does not become an Approved Budget on or before the commencement of any Contract Year during the Term, Authority shall adopt such continuing resolutions as permitted under Indiana law to maintain the funding levels for the next succeeding Contract Year at the same levels as those which were applicable for the immediately preceding Contract Year. In the event Authority has not approved either the appropriate continuing resolutions or the proposed annual budget on or before December 31 of any Contract Year, such failure shall constitute a material breach by the Authority under Article 12. E. Expense Allowance. Each proposed annual budget as presented by Manager shall include a provision to allow for expenditures to be made by Manager to exceed any line-item in such proposed annual budget by a figure not to exceed ten percent (10%) of any particular line-item provided that the total budgeted expenditures for a specific category of expenses are not exceeded in the applicable fiscal year by a total of more than ten percent (10%). Manager shall provide written notice on each occasion that a particular budgeted line-item will be increased but not to exceed such ten percent (10%) maximum limit without the prior written approval by the Authority Designee. Authority may at its discretion include within each Budget such other contingency amounts as it deems necessary or desirable under the circumstances. 5.03 Determination of EBITDA. The annual budgeted and actual financial results shall be calculated based on Earnings Before Income Taxes, Depreciation and Amortization (“EBITDA”). For purposes of this Section 5.03, the following definitions will apply: A. Operating Revenues means all Airport revenues as contemplated by this Agreement, including revenues either received or accrued by Authority in connection with the operation of the Airport, including without limitation: landing fees; use charges; license and permit fees; rentals or lease payments; rental payments by Manager and Affiliates as paid or accrued; concession fees; fuel

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fees; services fees and charges; investment income directly related to funds on deposit in the Authority Revenue Account; and parking fees inclusive of such parking fees that may be received by Authority from parking areas owned by others but operated in support of the Airport. Operating Revenues shall specifically exclude: proceeds from the sale of Airport assets; grants; AIP; PFCs or taxes which may be authorized by Congress; insurance proceeds received by Authority other than those received as compensation for business interruption; loan proceeds; gifts; and amounts which are collected by the Manager and are required to be paid to any other governmental body, including, but not limited to taxes and impact fees. Operating Revenues do not include (i) grant funds and loan proceeds as received directly or indirectly by Authority for use upon the Airport, (ii) moneys received for the grant or release of easements including aviation easements and rights-of-way and utility easements all of which shall remain the property of Authority and shall not be considered as being subjected to the requirements of this Agreement. B. Operating Expenses means all expenses from the operations of the Airport incurred by Authority for the operation, maintenance and administration and ordinary current repairs of the Airport in order to maintain and operate the Airport in a reasonable and prudent manner, including, but not limited to: all expenses related to the Authority’s employees, if any; all expenses related to the Manager’s Airport employees, including without limitation the Airport Manager’s and other Manager employees’ salaries and benefits; periodic labor agreement negotiation expenses; drug screening and background check expenses; legal fees; consultant fees associated with the Airport; subcontractor fees; utility costs; insurance premiums and deductibles, except for deductibles applied in furtherance of Capital Improvements, day-to-day leasing of equipment, maintenance and repair costs related to any Airport equipment or facilities; materials, goods, supplies and other direct expenses of operations. Operating Expenses shall specifically exclude: extraordinary losses arising from catastrophes; and the Profit Incentive Fee and Additional Incentive Fee. C. EBITDA. EBITDA for any applicable period shall be determined by subtracting from Operating Revenues all Operating Expenses, exclusive of any income taxes, depreciation and amortization, in accordance with Generally Accepted Accounting Principles in the United States. SECTION 6: PAYMENT OF OPERATING EXPENSES AND FEES 6.01 Monthly Payment of Expenses. The Authority shall be obligated to pay on a monthly basis the full amount of the Operating Expenses actually incurred by Manager in the course of providing Management Services, including without limitation all of Manager’s approved expenses and fees, without any mark-up or profit to Manager. 6.02 Included Operating Expenses. Without in any way limiting the applicability of Section 5.03B above, Operating Expenses shall include: A. Labor Costs. All labor costs, consisting of wages and salaries actually paid by Manager to its employees, including the Airport Manager, based

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at the Airport and performing Management Services or related supervisory, administrative or support functions, together with all associated payroll and other administrative expenses actually incurred and/or paid relating to such wages or salaries, including but not limited to payroll taxes, workers compensation, benefits, severance pay, periodic labor agreement negotiation expenses, thirdparty legal out of pocket expenses incurred for labor matters, drug screening and background check expenses, payroll processing and delivery charges, benefits administration expenses, and pension and fringe benefits (collectively, "Labor Costs"). Manager will provide a monthly statement of Labor Costs as provided in Section 6.03. Such monthly statement shall not include any amounts for salary or benefits accrued by Manager employees (such as vacation, sick leave, etc.) unless such amounts are actually paid by Manager. Manager agrees to provide the Authority within sixty (60) calendar days following the end of each calendar quarter a statement setting forth the calculation of the amount of any unfunded liability for any pension or fringe benefit program applicable to employees based at the Airport. For the purposes of this Section 6.02A, No non-employee, thirdparty service providers shall be engaged to perform the Management Services unless the Authority has pre-approved such engagement, such approval not to be unreasonably withheld or delayed. B. Leave. Upon the expiration or early termination of this Agreement, Manager shall be entitled to payment for all accrued, but unpaid, vacation benefits during the then current contract year, not to exceed a maximum amount of three (3) normal work weeks or the hourly equivalent thereof, for all employees who will continue uninterrupted service as employees of Manager or Affiliated entities, or for all employees who leave the employ of Manager as of the date of termination of this Agreement and are actually paid for their accrued vacation leave. Manager agrees to provide the Authority, within thirty (30) calendar days following the end of each calendar quarter, a statement listing the vacation leave accrued as of the end of such quarter for each employee and the employee's current rate of pay. Any liability for accrued, but unused, sick leave for all employees shall remain the sole responsibility of Manager and the Authority shall be under no obligation to make any payments to Manager therefore, regardless of whether or not such sick leave is later used by an employee after the termination of this Agreement. C. Travel Costs. The direct costs of any travel, including accommodations and customary per diem expenses, for employees of Manager (collectively, "Travel Costs") who travel to perform services approved by the Authority where adequate documentation of such costs is maintained and provided to the Authority for pre-approval. The policies governing Travel Costs, such as the class of travel and the like, shall be the same as the Authority’s standard policy for reimbursement of consultants travel costs or as may be established between the Parties. D. Insurance Costs. All of the costs of insurance required to be obtained and maintained at the sole cost and expense of the Authority pursuant to Section 9.01A. 6.03 Invoicing for Monthly Operating Expenses. Manager will submit monthly statements to the Authority regarding Operating Expenses by the fifteenth (15th)

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calendar day of the following month, in each case together with full and satisfactory documentation of each expense in such detail as reasonably requested by the Authority for payment from the account described in Section 4.07. The Authority and Manager will work together in reconciling such statements with the actual amounts drawn down from the account described in Section 4.07 in accordance with each Approved Budget. Subject to Section 5.02B, no line item for expenditures as set forth in the applicable Approved Budget shall be exceeded by the Authority or Manager except through a formal Budget amendment to be approved by the Authority. 6.04 Other Expenses. Except where required to perform Management Services as set forth in Exhibit A (which in turn shall be subject to the provisions of Sections 4.07 and 6.03), Manager shall have no obligation to advance any expenses (and shall not incur any obligations on behalf of the Authority) relating to the management, operation, maintenance or development of the Airport or the performance by Authority, including but not limited to the following: A. The cost of goods, services and materials acquired for the management, operation, maintenance and development of the Airport including materials, parts, tools, supplies, equipment, software, hardware, rolling stock, water, steam and electricity. B. Costs, including software, hardware, and equipment costs, associated with any legal, accounting, administrative, environmental or financial requirements deemed necessary by the Authority. C. Costs associated with any services obtained by Manager, with the prior written approval of the Authority, from third parties, including designers, architects, engineers, accountants, attorneys, consultants, Affiliates, and other suppliers and provided that such cost items are then set forth in the applicable Approved Budget of the Authority. All such third parties shall be independent contractors of Authority and shall be subject to all policies and procedures of Authority with respect to forms and content of contracts, contract approvals and conflicts of interest disclosures. D. All other costs and expenses to manage, operate, insure, maintain, repair, modify or improve the Airport (exclusive of Manager advances and Manager Compensation Payments). 6.05 Payment from Manager’s Trust Account. Following the deposit by the Authority into the Manager’s Trust Account of the funds for the payment by Manager of the day-to-day expenses of the Airport, as set forth in Section 4.07, the Manager shall apply such funds to such expenses in accordance with this Agreement. 6.06 Authority Primarily Responsible. As provided in this Agreement the Authority shall have the obligation for all expenses of the Airport, including but not limited to those expenses described in Section 6.04 above. 6.07 Management Compensation Payments. As a means to induce Manager to increase the level of activity and to improve the financial performance of the Airport and, in addition to all other compensation and reimbursements set forth in this Agreement, the Parties agree that Manager shall be entitled to:

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A. Management Fee. One Hundred and Twenty Thousand Dollars ($120,000) per year for each Contract Year under the Term, payable in equal monthly installments of Ten Thousand Dollars ($10,000) commencing as of the Effective Date (prorated for the first month), and increased by the CPI Midwest (the “Management Fee”); and B. Profit Incentive Fee. Commencing with the Initial Contract Year, fifteen percent (15%) of the annual EBITDA of the Airport, if positive, as determined in accordance with this Agreement; provided, however, that for the purposes of this calculation the Fixed Fee Management Compensation Amount shall be treated as an Operating Expense (the “Profit Incentive Fee”). Payments of the Profit Incentive Fee, if any, shall be paid promptly upon determination of the EBITDA for the immediately preceding Contract Year; and C. Additional Incentive Fee. Commencing with the Initial Contract Year, up to five percent (5%) of the annual EBITDA of the Airport, if positive, based upon Manager's satisfaction of the criteria set forth in Section 11.02 in accordance with the following sentence, provided, however, that for the purposes of this calculation the Fixed Fee Management Compensation Amount shall be treated as an Operating Expense (the “Additional Incentive Fee”). The value of the Additional Incentive Fee will be calculated by multiplying five percent (5%) of the respective annual EBITDA, if positive, by that certain overall percentage measure of Manager’s achievement of the participation rates set forth in Section 11.02, which shall be the simple arithmetic average of the ratios of the achieved participation rate to the target participation rate for each of the three participation categories (certified disadvantaged or minority business enterprises, certified women- or veteran-owned business enterprises, and local third-party subcontractors) set forth in Section 11.02. Payments of the Additional Incentive Fee, if any, shall be paid promptly upon the determination of the Manager’s achievement of such performance measures and the determination of the EBITDA for the immediately preceding Contract Year. After the EBITDA for a particular year has been determined by an annual independent audit as further set forth in Section 4.08G, the Authority shall notify Manager of its computation of the proposed Profit Incentive Fee and Additional Incentive Fee. In the event Manager disputes the dollar amount of the proposed Profit Incentive Fee, Additional Incentive Fee, or both based on the calculations submitted to Manager pursuant to Section 4.08G and Exhibit A, Manager shall notify the Authority in writing within thirty (30) calendar days from receipt of such notice by Manager from the Authority of the proposed Profit Incentive Fee and Additional Incentive Fee, and Authority shall pay the undisputed amount, if applicable. Promptly, thereafter, the Parties shall meet in good faith to resolve the dispute prior to either Party pursuing other remedies as provided in this Agreement. Unless Manager objects in writing to the dollar amount of the proposed Profit Incentive Fee, Additional Incentive Fee, or both within thirty (30) calendar days from receipt of such notice, the dollar amount as thus determined shall be paid by Authority to the Manager. 6.08 Payment for Additional Services. The Authority may, in its sole discretion, request Additional Services from Manager on terms and at rates that are agreeable to the Parties as further provided in Exhibit C. The Authority shall pay Manager such fees and costs as shall be determined by prior written agreement of the Parties. Manager

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shall invoice the Authority for such fees and costs on a monthly basis, including with such invoices appropriate supporting documentation reasonably satisfactory to the Authority. The Authority shall pay such fees and costs within thirty (30) calendar days after the receipt of each such invoice. 6.09

Certain Funding and Subsidies

A. Capital Improvements. The Authority shall have the option at its discretion to fund and proceed with any Capital Improvement projects on the Airport and shall fund and cause to be constructed all necessary Capital Improvements, including all approved fees and charges associated therewith, provided that Authority determines that funding of such Capital Improvements is available to the Authority from the FAA, other grant funding sources, Airport revenue bonds, or other sources, as available. B. Airline Incentives. The Authority shall cause to be provided attractive incentives to airlines willing to establish or materially expand services to the Airport consistent with The Air Carrier Incentive Programs Guidebook (September 15, 2010) and accepted industry practice. As a success fee for Manager to attract new commercial airline service at the Airport, for each such airline that initiates or expands service at the Airport and then remains in such service for twelve (12) months or more, Authority shall pay to Manager, within thirty (30) calendar days after the twelve (12) month anniversary of the commencement of such new or expanded service a fee of Ten Thousand Dollars ($10,000.00) (the “Commercial Airline Start-up Fee”). SECTION 7: PERFORMANCE BY MANAGER 7.01 Personnel. Manager shall staff its operations hereunder with adequately trained personnel to perform Management Services hereunder in the numbers provided in the Business Plan then in effect. All such personnel shall be appropriately licensed or registered as may be required pursuant to Indiana law to perform the required Management Services under this Agreement. Manager agrees to use commercially reasonable efforts for obtaining significant and appropriate MBE/DBE participation. 7.02 Emergency Repairs. In the event any emergency repairs to Airport facilities are required, or in the event any work or services must be performed in an emergency manner to protect the health, safety or welfare of persons and property at the Airport, Manager shall have the right, without obtaining prior approval from the Authority (if such approval cannot reasonably be obtained), to commit not to exceed Five Thousand Dollars ($5,000) to such repairs, work or services. In such event, Manager’s Airport Manager shall promptly advise the Authority Designee about such emergency repairs, work or services. Any emergency repairs, work or services costing in excess of Five Thousand Dollars ($5,000) shall require the prior written approval of the Authority. 7.03 Best Practices. Manager, in its procurement and acquisition of goods and services for and on behalf of the Authority, shall at all times employ and utilize procedures which constitute “best practices” in its industry and in compliance with Indiana law as applicable to public agencies for the expenditure of public funds and, whenever practicable, obtain at least three (3) bids for the procurement of goods and services. Manager is hereby authorized to execute such contracts and agreement for

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the procurement and acquisition of goods and services on behalf of the Authority in an amount not to exceed Five Thousand Dollars ($5,000) for each such contract or agreement. Contracts and agreements for goods and services in excess of Five Thousand Dollars ($5,000) shall require the approval of the Authority. 7.04 Accommodation of New Commercial Airline Service. Within thirty (30) calendar days after a commercial passenger airline has officially announced the initiation of commercial passenger airline service at the Airport, Manager shall where necessary propose a supplement to the Approved Budget for the approval of Authority for the purpose of enabling Manager to increase the level of operations that will then be required to be performed by Manager. Such supplement shall be based upon usual, customary and historical practice at the Airport for similar services and shall be supported and substantiated by Manager. Such increase in the Approved Budget will be used by Manager in preparation for the increased operational responsibilities, preparation of procedures and policies, as necessary, hiring and training of additional employees, participation in and advice to Authority in the negotiation of agreements with one or more of such commercial passenger airlines, and such other preparatory work as may be required under the circumstances. SECTION 8: RECORDS AND ACCOUNTS 8.01 Record Keeping. Manager shall keep and maintain true and complete records and accounts of all Operating Expenses, and the basis on which the same have been calculated. Such records shall, unless otherwise requested by the Authority or required by federal, state or local law, be kept at Manager’s offices at the Airport for a period of not less than six (6) years, and for not less than six (6) years after termination of this Agreement, or, in the event of a claim or claims by or against the Authority, until such claim(s) shall have been fully ascertained and resolved, or for any longer period required by law. Such records and accounts shall be maintained so that all Operating Expenses are readily identifiable. Manager shall keep and maintain such records in accordance with generally accepted accounting principles and prudent business standards consistently applied. Upon reasonable prior notice, such records shall be made available for inspection and/or audit by the Authority at any time during regular business hours. 8.02 Inventory. In addition, Manager shall assist the Authority in maintaining an inventory of all Airport facilities, equipment and supplies, by serial number or other identifying marks or characteristics where reasonably possible. In the preparation and maintenance of such inventory, de minimus items or items of insignificant value (less than one hundred dollars ($100) each) may be grouped together in a miscellaneous category according to criteria established by the Authority. Such inventory shall be updated annually and shall be brought up to date as of the termination of this Agreement. 8.03 Retention of Records. It is understood that from time to time, in the course of performing services hereunder, Manager may have or maintain in its possession various records belonging to the Authority pertaining to the management and operation of the Airport. Such records of the Authority may include the inventory referred to in Section 8.02 above; agreements between the Authority and Airport users, tenants, concessionaires and permittees; records pertaining to compliance of the Airport with various statutes, rules and regulations such as Airport operating permits, certificates of

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occupancy, FAA grants, and environmental records; correspondence to or from the Authority, or Manager solely in its capacity as Airport Manager for the Authority; and the like. The Authority shall have the right to inspect, audit and/or make copies of any and all such records of the Authority in the possession of Manager at any time during regular business hours. Unless otherwise agreed to by the Parties, such records shall be kept, maintained and made available at Manager’s offices at the Airport. All such records shall at all times be and remain the property of the Authority and it is specifically understood that Manager shall have custody and maintenance over the records only during such time as Manager shall be retained to provide services pursuant to this Agreement. Upon the termination of this Agreement, for whatever reason or cause, Manager shall surrender all such records of the Authority kept and/or maintained by it pursuant to this Agreement. If the Authority has reason to believe that any such record or records of the Authority may be lost or discarded due to dissolution, disbandment, abandonment, or termination of Manager’s business at the Airport or the termination of this Agreement, the Authority may, by written request, require that custody of same be forthwith transferred to the Authority and Manager shall comply. In such event, the Authority shall permit Manager to inspect, audit and/or make copies of any such records for any lawful purpose upon reasonable prior notice. 8.04 Excluded Records. The provisions of Section 8.03 shall not apply to records of Manager such as personnel files; corporate policy statements, handbooks and manuals; correspondence, reports and documents to which Manager, its Affiliates or any of their respective personnel is a party; and all other corporate records of Manager. All such records shall remain records belonging to Manager and not to the Authority (subject, however, to applicable law and the rights of the Authority under Section 8.01 to the extent applicable). SECTION 9: INSURANCE 9.01

Required Insurance

A. Insurance on the Authority’s Behalf. Manager shall, at the sole cost and expense of the Authority (including, without limitation all premiums, deductibles, co-pays, and the like) and subject to its approval, obtain and maintain continuously in effect at all times during the Term, the following insurance coverages: Combined Airport Liability/Comprehensive General Liability insurance protecting Authority against any and all liability arising by reason of bodily injury or property damage to third parties caused by Manager’s performance of services at the Airport and incidents thereto, or resulting from any accident occurring on or about the roads, driveways or other public places whether on the Airport or on public rights-of-way immediately adjoining the Airport, including runways and taxiways, used by Manager at the Airport, caused by or arising out of any wrongful act or omission of Manager, in the minimum amount of Two Hundred Million Dollars ($200,000,000) with a deductible limit not exceeding Twenty Five Thousand Dollars ($25,000).

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Workers Compensation insurance issued by Indiana or an Indianaadmitted insurance company. Coverage by Manager under applicable laws must cover persons employed in connection with the occupancy, use or operations of the Airport. The insurance requirements set forth in this Section 9 may be satisfied through a blanket program of insurance, shall provide that all requirements of this Section 9 are satisfied and that such blanket insurance specifies the amount of insurance allocated to the Airport. Environmental Liability insurance with Five Million Dollars ($5,000,000) per occurrence limit and a deductible limit not exceeding One Hundred Thousand Dollars ($100,000). Comprehensive Automobile insurance to pay on behalf of Manager all bodily injury and property damage claims that they may be legally obligated to pay arising from the operation, maintenance or use of an automobile, truck or other vehicle owned, hired, leased or rented by Manager in the amount of Three Million Dollars ($3,000,000) with a deductible limit not exceeding Five Thousand Dollars ($5,000) while on the Airport. It is understood and agreed that the Authority will provide comprehensive business automobile insurance for its fleet of automobiles, trucks and other vehicles. Umbrella Liability with Ten Million Dollars ($10,000,000) limit to cover claims exceeding the primary policies stated above for Automobile Liability, while on the Airport, and Employers Liability under Workers Compensation. Property Insurance in the amount of replacement value, insuring the Authority and Manager against loss or damage of their property, property of others and loss of use. Coverage will be provided for flood and earthquake. B. Manager’s Own Insurance. Manager shall at its sole cost and expense obtain, pay for, and maintain continuously in effect at all times during the Term the following insurance coverages: Employee Practices Liability insurance because of any “Wrongful Act” arising out of the discharge of duties by or on behalf of Manager in the minimum amount of Two Million Dollars ($2,000,000). Crime insurance with One Million Dollars ($1,000,000) limit covering all Manager’s employees in job classifications as required by law, and/or whom are in trust of Airport monies as part of their responsibilities. Fiduciary Liability insurance that covers the Manager (excluding coverage for Authority employees). Other insurance that Authority may reasonably require Manager to maintain, if available, relating to the performance by Manager of services hereunder.

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C. Additional Insured. The insurance set forth in Sections 9.01A and 9.01B shall name the Authority as an additional insured but solely with respect to claims for loss or damage arising out of or relating to the work performed by Manager under this Agreement, and certificates thereof shall be timely furnished to the Authority. D. Standards. The policies issued pursuant to this Section 9.01 shall be held with companies holding a rating of at least an A and a financial rating of VIII or better, as set forth in the most current issue of A. M. Best’s Key Rating Guide, or an equivalent rating from a similar ratings agency. Prior to, or concurrently with, execution of this Agreement, Manager shall provide the Authority with certificates of insurance confirming that the required coverages are in effect and shall subsequently provide the Authority with replacement certificates of insurance thirty (30) days prior to the renewal date of each policy. The insurance required to be provided pursuant to this Section may be provided under so called blanket policies of insurance so long as (i) the coverage afforded to the Authority shall not be reduced or diminished by reason of the use of such blanket policy and (ii) all of the requirements set forth in this Section with respect to such insurance are otherwise satisfied. 9.02 Notice. Manager agrees to notify Authority in writing as soon as practicable of any claim, demand or action arising out of an occurrence covered hereunder of which Manager has knowledge, and to cooperate with Authority in the investigation and defense thereof. Authority agrees to notify Manager in writing as soon as practicable of any claim, demand or action arising out of an occurrence covered hereunder of which Authority has knowledge, and to cooperate with Manager in the investigation and defense thereof. If Manager neglects or refuses to obtain any of the insurance required by this Agreement, the Authority may at its election and in addition to Authority’s other remedies because of such default, procure the same and Manager shall pay the full cost thereof upon demand by the Authority. Upon written request of the Authority, Manager shall make available a full certified copy of the Manager’s policy or policies for the Authority’s inspection. All policies shall contain a sixty (60) days cancellation except for nonpayment of premiums. All such certificates referred to in this Section 9 shall provide that no material change in, or cancellation of, such policies may be made except upon thirty (30) calendar days prior written notice to each of the Parties. The insurance maintained by the Manager shall be primary and the insurance maintained by or on behalf of the Authority shall be excess. SECTION 10: INDEMNITY 10.01 Manager’s General Indemnity. To the fullest extent permitted by law, Manager shall indemnify, save, hold harmless, and defend Authority, its officials, Agents and employees, its successors and assigns, individually or collectively, from and against any claim (actual or threatened), action, loss, damage, injury, liability, and the cost and expense (including without limitation reasonable attorney’s fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from or incident to Manager’s performance under this Agreement, except to the extent such injury or damage is occasioned by the gross

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negligence or willful misconduct of Authority, its officers, employees, Agents, successors and assigns. 10.02. Manager’s Indemnity for Violations. To the fullest extent permitted by law, Manager shall indemnify, save, hold harmless, and defend Authority, its officials, Agents and employees, its successors and assigns, individually or collectively, from and against any claim (actual or threatened), action, loss, damage, injury, liability, and the cost and expense (including without limitation reasonable attorney’s fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any applicable federal, state, or municipal laws, statutes, resolutions, or regulations, including reasonable and nondiscriminatory rules or regulations of the Authority and State of Indiana prevailing wage requirements on construction activities undertaken by Manager pursuant to this Agreement, by Manager, its Agents, employees, or successors and assigns arising out of, resulting from or incident to Manager’s performance under this Agreement except to the extent such violation is occasioned by the gross negligence or willful misconduct of Authority, its officers, employees, or Agents, successors and assigns. 10.03 Authority’s General Indemnity. To the fullest extent permitted by law, Authority shall indemnify, save, hold harmless, and defend Manager, its officials, Agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense (including without limitation reasonable attorney’s fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from or incident to Authority’s performance under this Agreement, except to the extent such injury or damage is occasioned by the negligence or willful misconduct of Manager, its officers, employees, Agents, successors and assigns. 10.04 Authority’s Indemnity for Violations. To the fullest extent permitted by law, Authority shall indemnify, save, hold harmless, and defend Manager, its officials, Agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense (including without limitation reasonable attorney’s fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any applicable federal, state, or municipal laws, statutes, resolutions, or regulations, including reasonable and nondiscriminatory rules or regulations of the Authority, by the Authority, its Agents, employees, or successors and assigns arising out of, resulting from or incident to the Authority’s performance under this Agreement except to the extent such violation is occasioned by the negligence or willful misconduct of Manager, its officers, employees, or Agents, successors and assigns. 10.05 LIMITATION ON DAMAGES. IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 10.06 Survival. This Section 10 shall survive the expiration or termination of this Agreement. SECTION 11: COMPLIANCE WITH LAWS AND NONDISCRIMINATION

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11.01 Compliance Obligation. Manager shall comply with all applicable laws, rules and regulations relating to the management and operation of the Airport, including, without limitation, all applicable federal, state and local laws, rules and regulations prohibiting discrimination. In particular, and without limitation, it is noted that the following provisions are required by the FAA concerning agreements relating to Airport operations, and Manager agrees to comply with all such requirements: A. Nondiscrimination. Manager, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in furnishing its services hereunder (1) no person on the grounds of race, color, or national origin shall be excluded from participation, denied the benefits of, or be otherwise subjected to discrimination in the use of the Airport, (2) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) such services will be furnished in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as such Regulations may be amended. Manager, 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: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (3) that Manager shall use the Assigned Parking Area in compliance with all other requirements imposed by or pursuant to 49 CFR, Part 21, Non-discrimination in Federally Assisted Programs or the Department of Transportation, and as said Regulations may be amended. B. Civil Rights. Manager assures that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from federal assistance. C. Just Services. Manager agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof. D. Exclusive Rights. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, and as said act may be amended from time to time. E.

Subordination to Agreements. This Agreement is subject and

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subordinate to the provisions of any agreements heretofore or hereafter made between the Authority and the United States of America or the state of Indiana relative to the operation, maintenance, development, or administration of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights or property to Authority for Airport purposes, or to the expenditure of federal or state of Indiana funds for the improvement or development of the Airport, including the expenditure of federal funds for the development of the Airport in accordance with the provisions of the Federal Aviation Act of 1958, and as said act may be amended from time to time. In the event of any conflict between the provisions of this Agreement and any of the preceding agreements or laws to which this Agreement is subordinate, including without limitation policies, guidance materials, regulations or written determination of the FAA, the Parties agree to work together in good faith to amend or otherwise reform this Agreement solely as necessary to place this Agreement in compliance with such conflicting provision, preserving all nonconflicting aspects of this Agreement. F. Disadvantaged Business Enterprise (DBE) Discrimination. This Agreement is subject to the requirements of the U. S. Department of Transportation's regulations, 49 CFR Part 23, for Disadvantaged Business Enterprise (DBE). Manager agrees that it will not discriminate against any business owner because of race, color, national origin, or sex in connection with the award or performance of any concession agreement covered by 49 CFR Part 23. Manager shall abide and be bound by the Disadvantaged Business Enterprise Program as adopted and as amended from time to time by the Authority pursuant to 49 CFR Part 23, Participation by Disadvantaged Business Enterprise in Department of Transportation Programs, as may be applicable to Manager's activities on the Airport. A DBE goal has not been set for this Agreement; however Manager is encouraged to seek DBE participants for opportunities available in conjunction with the performance of this Agreement (i.e. the purchase of goods and services). G. Inclusion of Disadvantaged Business Enterprise (DBE) Discrimination Provision in Agreements. Manager agrees to include the above section 11.01 language in any subsequent concession agreements that it enters into and cause those businesses to similarly include the statements in further agreements. 11.02.Local, Disadvantaged, Minority, Women, Veteran Businesses. Manager will be expected to take those commercially reasonable actions as agreed to by the parties directed to achieving participation of local businesses and residents as well as disadvantaged-, minority-, women- and veteran-owned business enterprises ("D/M/W/VBE") as subcontractors, vendors, suppliers, workers or otherwise, at the Airport. A. The participation rate for D/M/W/VBE shall at a minimum equal 20% certified disadvantaged- or minority-owned business enterprises and 5% certified women- or veteran-owned business enterprises. B.

The participation rate for local, third party sub-contractors that

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have a significant preexisting presence in the City shall at a minimum equal 30%. C. Manager shall submit to the Authority for review, an annual plan for achieving the participation rates, which plan shall include job training programs, community outreach and other educational programs. D. To the extent Manager fails to attain the percentage goals set forth in (A) and (B), above, it shall report to the Authority its efforts to attain such goals and propose revisions to its annual plan designed to improve the results of its efforts. E. Material Breach. The material breach of Manager’s obligation to take those commercially reasonable actions as agreed to by the parties directed to achieving the participation goals set out in Section 11.02 shall be deemed a material breach of this Agreement. 11.03 Compliance with Federal Aviation Regulation (FAR) Part 139 and Transportation Security Regulations (TSR) Parts 1500, 1520, 1540 and 1542. A. Manager agrees to comply at all times with FAR Part 139, and TSR Parts 1500,1520 1540 and 1542, Authority's Rules and Regulations, Authority's Transportation Security Administration approved Airport Security Program, and any other applicable laws, regulations and rules as such currently exist and are amended from time to time. Manager further agrees that any fines levied upon Authority, its officers, employees, agents, and members of Authority's boards and commissions and employees, agents or officers of Authority's boards and commissions pursuant to enforcement of FAR Part 139 and TSR Parts 1500, 1520, 1540, and 1542 due to acts or omissions by Manager, Manager's agents, servants, employees, independent contractors, or patrons shall be borne by Manager. Manager further agrees to indemnify and hold harmless Authority, its officers, employees, agents, and members of Authority's boards and commissions, and employees, agents, or officers of Authority's boards and commissions from any and all fines so levied and from any and all claims, demands, liabilities, or expenses of every kind or nature related to such levy or defense to such levy which Authority or any of its officers, employees, or other persons set out above shall or may at any time sustain or incur by reason of or in consequence of such acts or omissions by Manager or Manager’s employees, independent contractors or agents. Manager further agrees to indemnify and hold harmless Authority, its officers, employees, agents, and members of Authority's boards and commissions, and employees, agents, or officers of Authority's boards and commissions from any and all claims, demands and or lawsuits arising out of Manager's or Manager's employees' failure to comply with FAR Part 139 and TSR Parts 1500, 1520, 1540 and 1542, the Airport Security Program or any other applicable law, regulation or rule. B. Manager agrees to control all persons and vehicles entering any Airport restricted area (including aircraft movement area) in accordance with the Authority's Security Program and in compliance with TSR Parts 1500, 1520, 1540, and 1542 as such currently exist and are amended from time to time, as such currently exist and are amended from time to time.

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11.04 Inclusion in Other Airport Agreements. Manager will insert the foregoing provisions of Section 11.03 in any lease agreement, contract, or other agreement by which Manager grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public at the Airport. SECTION 12: TERMINATION 12.01 Termination by Authority for Manager’s Breach. In the event that Manager shall fail to perform any material obligation hereunder, the Authority may give Manager written notice specifying such failure and if any such failure shall continue for thirty (30) calendar days after the receipt of such notice by Manager and the failure was not cured within the applicable time period, the Authority may terminate this Agreement upon fifteen (15) calendar days advance notice to Manager without penalty. Notwithstanding the foregoing, if any failure of performance is of such a nature that it cannot reasonably be corrected within such thirty (30) calendar day period, and if Manager has commenced to remedy its failure promptly after the receipt of such notice and shall continuously and diligently proceed in good faith to correct such failure of performance, then the period for correction shall be extended for such length of time as is reasonably necessary to complete the same not to exceed sixty (60) days, following which the Authority may terminate this Agreement without further notice or penalty. The foregoing notwithstanding, in the event any such failure by Manager constitutes an imminent, serious threat to the continued health, safety or welfare of any person or persons at or using the Airport, including Authority personnel, the Authority shall have the right to terminate this Agreement upon Manager’s failure to rectify the same within twenty-four (24) hours following the receipt of written notice thereof. Any such termination shall be effective at the conclusion of such twenty-four (24) hour period. 12.02 Termination by Manager for Authority’s Breach. In the event the Authority shall fail to pay Manager any amount properly invoiced by Manager in accordance with the terms of this Agreement or shall fail to perform any other material obligation hereunder, including, without limitation, its obligation with respect to the deposits to the account described in Section 4.07, Manager may give the Authority written notice specifying such failure and, if such failure shall continue for thirty (30) calendar days after the receipt by Authority of such notice, Manager may terminate this Agreement upon thirty (30) days advance notice without penalty. In the event that the Authority shall fail to perform any other material obligation hereunder, the Manager may give Authority written notice specifying such failure and if any such failure shall continue for thirty (30) calendar days after the receipt of such notice by Authority and the failure was not cured within the applicable time period, the Manager may terminate this Agreement upon fifteen (15) calendar days advance notice to Authority without penalty. Notwithstanding the foregoing, if any failure of performance is of such a nature that it cannot reasonably be corrected within such thirty (30) calendar day period, and if Authority has commenced to remedy its failure promptly after the receipt of such notice and shall continuously and diligently proceed in good faith to correct such failure of performance, then the period for correction shall be extended for such length of time as is reasonably necessary to complete the same not to exceed sixty

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(60) days, following which the Manager may terminate this Agreement without further notice or penalty. The foregoing notwithstanding, in the event any such failure by the Authority constitutes an imminent, serious threat to the continued health, safety or welfare of any person or persons at or using the Airport, including Manager personnel, Manager shall have the right to terminate this Agreement upon the Authority’s failure to rectify same within twenty-four (24) hours following receipt of written notice thereof. Any such termination shall be effective at the conclusion of the twenty-four (24) hour period. 12.03 Immediate Termination. Either Authority or Manager may terminate this Agreement with immediate effect upon written notice to the other Party after the occurrence of any of the following events: A. The Airport is damaged or destroyed so as to make the continued use thereof economically or operationally unfeasible and it is decided by the Parties that no repair or replacement of the Airport will be made; or B.

The Authority’s right to operate the Airport is terminated; or

C. The other Party becomes insolvent, files for bankruptcy protection or generally fails to pay its debts as the same become due, or shall apply for or consent to the appointment of a trustee, receiver or other custodian for Manager or its property; or D. The Airport, or that portion thereof the loss of which would make the operation of the Airport economically or operationally unfeasible, is taken or appropriated by any lawful governmental authority. 12.04 Termination by the Authority for Convenience. The Authority may terminate this Agreement at any time upon no less than ninety (90) days written notice to the Manager along with the immediate payment to Manager of a Termination Fee equal to Five Hundred Thousand Dollars ($500,000) plus three times the average of the last three year’s Profit Incentive Fee paid by the Authority to the Airport. 12.05 Effect of Termination. The termination of this Agreement for any reason whatsoever shall not affect any rights or liabilities of either Authority or Manager which have accrued in connection with this Agreement prior to the date of such termination. Without limiting the generality of the foregoing sentence, in the event of any termination the Authority shall, prior to and following such termination, promptly and diligently pay to the Manager all sums required under this Agreement. The provisions of this Section 12.05 shall survive any expiration or termination of this Agreement. 12.06 Bankruptcy Provisions. In the event that either Party files for bankruptcy protection and this Agreement is not immediately terminated, the other Party may, at its sole discretion, suspend its performance hereunder until the bankrupt Party assumes or rejects this Agreement under Bankruptcy Code Section 365 or any successor provision of the Bankruptcy Code. In such event, the bankrupt Party agrees to bring a motion to assume or reject this Agreement within sixty (60) calendar days after such bankruptcy filing. The provisions of this Section 12.06 shall survive any termination of this Agreement.

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SECTION 13: EXCUSABLE DELAY Each Party shall be excused from, and shall not be liable with respect to, any delay or failure of its performance under this Agreement due to causes beyond its reasonable control and without its fault or negligence, provided, however, that such Party shall exercise diligent efforts to the extent reasonably practicable to continue, despite the occurrence of such causes, its performance under this Agreement. Neither Party shall be excused from or permitted to delay its performance under this Agreement unless the Party claiming that an event constituting an excusable delay has occurred gives written notice to the other Party within ten (10) calendar days after the occurrence of the event that such Party alleges has given rise to the excusable delay. Failure of a Party to so give notice of the occurrence of an excusable delay shall thereafter preclude such Party from asserting the benefits of this Section 13. SECTION 14: INDEPENDENT CONTRACTOR Except to the extent specifically provided herein, including without limitation, in Section 3.03 and Section 4.16, nothing in this Agreement shall be construed to create or to imply an agency relationship or a relationship of employee and employer between Manager or any officer, employee, Agent or representative of Manager, and Authority, and it is the intention and purpose of the Parties that Manager, its officers, employees, Agents and representatives, shall, at all times and for all purposes, be considered as and be an independent contractor. SECTION 15: DELEGATION OF RESPONSIBILITIES Manager may delegate its duties or subcontract the performance of its obligations hereunder to one or more of its owners or Affiliates upon fifteen (15) days advance written notice to and consent of the Authority, which consent shall not be unreasonably withheld, providing that such delegation or subcontracting is at no additional cost to Authority and such owners or Affiliates are qualified to perform the duties or services. Manager shall have no other right to assign or delegate the performance of its obligations hereunder, except as otherwise specifically consented to in writing by the Authority. Upon any such delegation of duties or the entering into of subcontract arrangements with third parties, Manager shall continue to be responsible to Authority for all such performance obligations. Nothing contained herein shall relieve Manager of such responsibilities to Authority with respect to any such delegation of duties or entering into subcontract arrangements. SECTION 16: WAIVER The failure of Authority or Manager to exercise any power or right under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise of any other power or right.

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SECTION 17: SOLE AGREEMENT; MODIFICATION 17.01 This Agreement expresses the entire understanding of Authority and Manager concerning the subject matter hereof, and neither Authority nor Manager has made or shall be bound by any agreement or representation concerning the subject matter which is not expressly set forth in this Agreement. 17.02 This Agreement may be modified only by a written agreement of subsequent date hereto after being executed by the duly authorized representatives of each of Authority and Manager. SECTION 18: SEVERABILITY In the event any term, covenant or condition herein contained is held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or condition herein contained. SECTION 19: SECTION HEADINGS The section headings of this Agreement are inserted only as a matter of convenience and reference and shall not be deemed to define, limit, or describe the scope or intent of this Agreement or any provision hereof. SECTION 20: GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana, without regard to its conflict of laws provisions. SECTION 21: ATTORNEY AND INVESTIGATION FEES In any action by Manager or the Authority for recovery of any sum due under this Agreement, or to enforce any of the terms, covenants or conditions contained herein, the prevailing Party shall be entitled to reasonable attorneys' and investigative fees in addition to costs, expenses and necessary disbursements incurred in such action. Each Party shall give prompt notice to the other of any claim or suit instituted against it that may affect the other Party. SECTION 22: NOTICES All notices and other communications hereunder shall be in writing and shall be delivered personally against receipt, sent via electronic mail or sent by registered mail, certified mail or Express Mail Service, in each case postage prepaid and return receipt requested, or by nationally utilized overnight delivery service, addressed to the Parties as follows: If to Authority: ATTN: 6001 Airport Road Gary, Indiana

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Copy to:

If to Manager:

Airport Manager

Copy to:

AFCO AvPORTS Management LLC 45025 Aviation Drive, Suite 100 Dulles International Airport Dulles, Virginia 20166 USA

or to such other address or email addresses as may be designated from time to time by either Party by notice given in accordance herewith. Notices shall be deemed effective when mailed unless otherwise herein required. To the extent that either Party requests copies of notices be given to other entities or to the Parties at other addresses, any nondelivery of a copy of a notice shall not affect the validity of such notice.

[Signature Page to Follow]

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[Signature Page – Management Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Airport Management Agreement as of the day and year first above written. GARY/CHICAGO INTERNATIONAL AIRPORT AUTHORITY

By:______________________________________ Printed Name:_____________________________ Title: ____________________________________

AFCO AVPORTS MANAGEMENT LLC

By:______________________________________ Printed Name:_____________________________ Title: ____________________________________

S-1 dms.us.53144252.014

EXHIBIT A MANAGEMENT SERVICES Manager shall manage, operate, and maintain the Airport as a commercial and general aviation airport, including without limitation, all aeronautical and landside operations and Airport maintenance functions, terminal operations, interactions with air carriers, oversight of parking lots and the revenue control system, customer service and the training of all staff, airfield and related infrastructure maintenance, equipment maintenance, cleaning, landscaping, business administration and marketing, and the preparation for and accommodation of commercial airline services. Manager shall provide designated Authority personnel unlimited access to the Airport on a twenty-four (24) hour per day basis, including providing all necessary safety equipment and safe access for those areas to be inspected, toured and evaluated. Manager shall have no responsibility under this Agreement for development of property owned by the Authority "outside the fence,” which shall mean the development and management for commercial purposes of (i) land that is owned or, leased or otherwise controlled by the Authority but not part of the Airport as set forth on the ALP, and (ii) land that is part of the Airport as set forth on the ALP but is not part of the airport operations area and is depicted as land for commercial development, and not for current or future aeronautical use. Manager shall name an Airport Manager for the Airport reasonably acceptable to the Authority. In addition to his or her compensation expenses, the Authority shall also meet all reasonable relocation expenses of the Airport Manager as approved by the Authority in accordance with the Authority’s standard policy for employee relocation, or as may be otherwise agreed by the Parties. Manager will at all times manage and operate the Airport in compliance with all then-applicable federal, state and local laws, rules and regulations and with all applicable agreements; and will in particular, and not in limitation of the foregoing, perform all services in such a manner as to comply with FAR 14 CFR Part 139 and all other then-applicable FARs; as well as with all applicable TSA Regulations (“TSAR1542”); Manager shall additionally comply or seek compliance by Authority with all FAA requirements that are either (i) applicable to the activities of Manager pursuant to this Agreement, or (ii) applicable to Authority for activities that are being undertaken by Manager on behalf of Authority pursuant to this Agreement, including FAA and other federal agency grant assurance agreements, and the all other requirements imposed by this Agreement. Consistent with the foregoing, Manager will be responsible for providing the following specific Management Services to the Authority for the benefit of all users of the Airport: •

Develop opportunities to lease or otherwise grant rights of use with respect to the Airport facilities and negotiate lease and use agreements;

•

Promote and market the Airport, including its commercial aviation, general aviation, cargo, maintenance, general commercial development and concessions services at the Airport;

A-1 dms.us.53144252.014

•

Identification of sources for the investment of public and private capital at the Airport;

•

Assistance and support with the relocation of the railroad lines adjacent to the Airport;

•

Comply with all applicable federal, state, and local laws, ordinances, rules, regulations and orders governing the applicable duties of the Authority and Manager including, but not limited to State of Indiana prevailing wage requirements and procurement and public bidding requirements, grant assurances and other applicable licensing and permitting law and requirements;

•

Recommend to the Authority regulations and operating standards for the safe and efficient use of the Airport, for adoption by the Authority;

•

Establish and maintain appropriate Airport accounts and records;

•

Honor all existing Airport agreements with third parties and negotiate, on the behalf of the Authority and the Airport all renewals of leases, contracts and other agreements;

•

Comply with all provisions of the Airport Deed, the various environmental provisions contained in the Airport Deed and other documentation relative to the Airport for which the United States Air Force, the Environmental Protection Agency, and the United State Fish & Wildlife Service have continuing jurisdiction as to the property constituting the Airport and matters that occur on the Airport; and

•

Recognizing that the Authority has the ultimate responsibility, as the “Sponsor” of the Airport, as such term is used by the FAA in the airports context, for regulatory compliance, the Manager shall provide, as required, administrative support to the Authority in connection with securing any permits, licenses and certifications, and meeting aviation-related regulatory requirements, and shall be responsible for paying any fines, penalties or judgments solely to the extent resulting from the negligent rendering of such support services by Manager.

Transition Services Beginning on the Effective Date, and subject to the agreed plan of transition as set forth in Section 4.10, the Manager will have begun preparation of a budget and business plan for the Initial Contract Year and shall deliver such draft business plan and draft budget upon the Effective Date. Contractor will finalize such budget and business plan as soon as is commercially practicable after the Effective Date, not to exceed one hundred and twenty (120) days. The Authority and Manager shall use all commercially reasonable efforts, working cooperatively in good faith, to mutually agree to and approve these documents as the initial Business Plan and the initial Approved Budgets. The components of such agreed plan of transition shall include, without limitation, the following:

A-2 dms.us.53144252.014

•

Evaluation of the Authority’s organizational structure including but not limited all departments and personnel, and recommendations by Manager.

•

Prepare an Airport Certification Manual (“ACM”) that will satisfy all safety and operating standards set forth in 14 CFR Part 139 and apply for re-certification of the Airport.

•

Review all mutual aid, emergency agreements and plans with appropriate local authorities to ensure that they are current and adequate. Manager shall review, modify and prepare the plans to be submitted with the ACM, which shall include, but not be limited to: (1) Emergency Plan and, (2) Conservation Management Plan.

•

Perform tests to ensure the adequacy and efficiency of the Emergency Plan. Prepare training guidelines for staff. Prior to the Handover Date, conduct procedural training and response testing. All testing and training shall be performed pursuant to 14 CFR Part 139 requirements.

•

Review and modify as necessary the Authority’s applicable ASP for the Airport. Manager shall coordinate with the Authority, the Authority’s consultants and the TSA to ensure that all modifications to the ASP are addressed and approved.

•

Procure all insurance policies necessary to protect Manager and the Authority as required by this Agreement.

•

Perform an inventory, audit and condition assessment of all Airport facilities and assets. Such inventory, audit and condition assessment shall be done before, during and at termination of the Agreement to address all aspects of the physical inventory of administrative equipment and parts and supplies as necessary to implement this Agreement.

•

Perform an inventory of all leases and operating permits related to the Airport. Manager shall notify all Managers and vendors of the management change and provide them with the new billing and insurance information and requirements.

•

Conduct pre-acceptance tests, which shall include assessments of equipment, rolling stock and any and all business systems.

•

Determine the status of the current AIP and PFC program and, if requested by the Authority, assume all responsibility associated with the oversight of such programs, provided, however, that any such assumption of responsibility shall be deemed Additional Services.

•

Review and evaluate the building system designs and their existing systems in order to identify building strengths and weaknesses.

•

Review accounting, billing/revenue control and administrative procedures.

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•

Cooperate with the Authority and the Authority’s interactions with the FAA regarding requirements for change in connection with the continued operation and management of the Airport.

Maintenance and Repair Services Maintain and repair (structurally and otherwise) or cause to be maintained and repaired in a good, workman like manner and/or enforce the obligations of any tenant, licensee or permittee to maintain and repair in such manner: •

All runways, ramps, taxiways, run up areas, helipads and air side roads and related lights, markings, stripes and signage;

•

All navigational aids not maintained by the FAA;

•

All Airport vehicles, equipment, machinery and tools, including jetways;

•

All Airport grounds (including, without limitation, perimeter fences, roadways, parking lots, grass cutting, removing or topping trees and shrubs where and when necessary, and all roadways, sidewalks and signage); and

•

All Authority-owned Airport buildings, facilities and structures including, without limitation, (a) utilities including plumbing, electrical, sprinkler, heating and air conditioning systems, apparatus and equipment, and (b) all structural and nonstructural repairs and maintenance including roofs, walls, floors and foundations, painting and janitorial, including windows.

Airport Support Functions In a manner consistent with sound Airport operating and safety practices: •

Operate or cause to be operated the Airport ramp area adjacent to the terminal safely and efficiently, for the benefit of users thereof;

•

On a regular daily basis, visually check for and clean and remove all foreign objects from all Airport runways, taxiways, ramps and other aircraft operating areas;

•

Operate or cause to be operated, on behalf of the Authority, all public and employee parking facilities on the Airport in accordance with the policies, procedures and controls established by the Authority. Such operation shall include, as applicable: the maintenance and repair of parking lot control and access systems, revenue collection systems, and the assimilation and maintenance of data concerning daily usage; operation of shuttle services to and from the parking lots; and all other services as are usual, customary and customarily incidental to the running of public and employee parking lots at airports of similar size including parking lot repair, striping, security, customer services and the like. Manager shall be responsible for suggesting pricing strategies, rates and marketing plans;

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•

Provide for and/or oversee the provision of appropriate Airport security and security systems for both the airside and the landside parts of the Airport, including perimeter security, terminal security, parking lot security and disaster security on the Airport, exclusive, however, of law enforcement responsibilities of the applicable Police Department or any successor law enforcement agency. The Manager’s duties under this Exhibit A may be modified from time to time with the approval of Authority to reflect modifications mandated by the FAA, TSA or other governmental agencies;

•

Provide or cause to be provided a properly staffed, trained and equipped aircraft rescue and fire-fighting (“ARFF”) services and emergency medical response staff for the Airport appropriate to the Airport' nature and the level of aircraft operations including airline operations and other users of the Airport;

•

Monitor the operations of the Airport fuel farm for compliance with all applicable laws and regulations, having due regard for the operational requirements of suppliers of petroleum products at the Airport, contractual rights and obligations of users of the petroleum, including the FBO’s, users of the Airport, the Authority and all applicable public agencies;

•

Provide or cause to be provided custodial/janitorial services in the terminal, administration, and such other areas in which the Authority may from time to time be obligated to provide such services;

•

Provide or cause to be provided curbside traffic control service in front of the terminal and to control entry to the loading dock; and

•

Assist the Authority in maintaining a complete property control system for the Authority’s equipment, materials, tools, uniforms and supplies at the Airport including assistance with an annual physical inventory of all items.

Contracts with Third Parties •

Perform, on behalf of the Authority, all obligations of the Authority pursuant to then-existing agreements with tenants, including FBO’s, concessionaires, licensees and permittees at the Airport;

•

Perform, on behalf of the Authority, all obligations of the Authority pursuant to leases and other agreements with the FAA, TSA and other governmental agencies;

•

Oversee and enforce compliance, on behalf of the Authority, by all Airport tenants, concessionaires, licensees, permittees, guests and others, with the provisions of all applicable agreements (including collection of rent), statutes, rules and regulations, including applicable Airport rules and regulations. In performing such duties, Manager shall not be obligated or authorized to institute legal proceedings or actions against any such person or entity. However, Manager shall make specific recommendations to the Authority with respect to the institution of such proceedings or any actions where Manager may deem such action warranted, and shall cooperate with

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Authority to the extent requested in the maintenance of any such proceedings or actions; •

Arrange for services that might be more efficiently or less expensively provided by third parties to be so provided;

•

Solicitation of proposals and negotiation of such leases, concession and other agreements as may be necessary or desirable for the proper operation of the Airport, and develop specific programs and courses of action for such purposes, in conformity with applicable law; and

•

Solicitation of proposals and negotiation of agreements between the Authority and Airport concessionaires, tenants, Managers and any other users of the Airport. Administer and monitor all such agreements to ensure full and complete compliance with the terms and conditions contained therein in a manner consistent with the proper operation of the Airport. Provide coordination to avoid or minimize disruption of Airport operations and services, and assist the Authority in performing or causing to be performed all obligations imposed on the Authority pursuant to such agreements.

•

The Parties acknowledge the Airport hosts two fixed-base operators (FBOs). The execution of this Agreement shall not affect or disrupt the contractual obligations between the Authority and either FBO, except to the extent that certain functions of the Authority are expressly delegated to the Manager under this Agreement.

Reports and Documents Prepare or oversee the preparation of, and submit the following reports, plans and statistical data (it being understood that Manager’ on-site staff may require advice and direction from its parents’ corporate staffs with respect to such reports, plans and statistical data). Any such advice and direction provided by such corporate staff shall be furnished without additional cost to the Authority unless previously approved in writing by the Authority: •

Monthly Activity Report; consisting of summaries of aircraft activities (landings/takeoffs), passenger counts (enplaned and deplaned) Airport emergencies/alerts, Airport noise complaints, employee complement, insurance claims, safety committee reports, noteworthy events, etc.

•

Monthly Financial Reports detailing all operating revenues and expenses of the Airport.

•

An Airport emergency and disaster preparedness response plan providing for such coordination with off-Airport agencies and entities as may be appropriate.

•

An Airport Operations Manual compliant with FAR Part 139, providing, among other things, standard operating procedures, schedules, reporting and notification requirements to be observed by Manager’s on-site personnel both during normal day to day situations and in emergency situations. A-6

dms.us.53144252.014

•

Prepare data and detail estimates for all personnel, operational and maintenance expenses anticipated to be incurred in the following year for inclusion in the Authority’s Approved Budget.

•

An annual maintenance plan for all buildings, grounds, equipment and vehicles.

•

Daily and weekly inspection exception reports of all Airport facilities, vehicles, and grounds with corrective actions/mitigating measures taken, monthly Airport activity and trend reports, and quarterly performance goal assessment reports.

•

Such other reports, plans and statistical data as may from time to time reasonably be requested by the Authority.

•

Attend meetings and conferences with federal, state and local officials as requested by the Authority.

Attendance at Conferences and Meetings •

Participate as required by the Authority in meetings of the Authority’s Board of Governors and its committees and assist the Authority as requested in its public relations programs; assist in the preparation of those agenda items as may be requested by Authority for the official action of the governing commission of the Authority;

•

Confer with the Authority Designee or his representative and attend meetings with officials and other persons as reasonably requested by the Authority Designee to discuss matters relating to the Airport;

•

Attend meetings of various airline or Airport committees as may be appropriate; and

•

Meet and confer with on-Airport groups and with off-Airport groups in the vicinity of the Airport having an interest in the management and operation of the Airport in consultation with and upon direction of the Authority Designee.

Accounting and Financial Services In connection with accounting and financial services, Manager shall: •

Process Airport receipts and documents;

•

Prepare monthly Airport trial balances and monthly income and expense statements;

•

Balance and reconcile the Airport Expense and Revenue Accounts;

•

Prepare Airport invoices and accounts receivable reports;

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•

Bill, on behalf of the Authority for those items, charges, fees, invoices and all monies due to the Authority in connection with the Airport as set forth in this Agreement, including, but not limited to, monies due pursuant to leases, contracts, concession agreements and arrangements with other persons conducting operations at the Airport;

•

Receive all monies billed together with all Airport fees, pursuant to the Authority's procedures for receipt thereof; provided, however, that in the event such monies and/or fees are not paid within ninety (90) calendar days or other time required by Authority after the due date thereof, Manager shall so notify the Authority of such delinquency; and provided, further, that the costs of collection of all such monies and fees (including court cost and attorneys’ fees) shall be the sole obligation of the Authority, and provided, further, that in no event shall Manager be liable for any bad debt, or the failure of any tenant, concessionaire, user or other person or entity to make payment of any monies or fees, or the costs of collecting same;

•

Deposit on a daily basis all monies collected from the operation of the Airport in the Authority Revenue Account established by the Authority for such purpose;

•

Keep and maintain all records and accounts in accordance with generally accepted accounting principles, consistently applied;

•

Assist the Authority in the preparation and maintenance of capital control inventories of all Authority equipment, vehicles, machinery, tools and personal property situated at the Airport; and

•

Review and verify the reviewed annual financial statements of all Operating Revenues and Operating Expenses and including the calculation of the Profit Incentive Fee and Additional Incentive Fee, if any, and of the other incentive payments at Sections 6.09 B, if any, that are due and payable for the applicable fiscal year of Authority;

•

On behalf of the Authority, collect all revenues of the Airport in accordance with this Agreement.

Other Services •

Cooperate with and assist the Authority in dealing with all federal, state and local agencies in all matters relating to the operation of the Airport;

•

Use diligent efforts to cause those utilizing the Airport as pilots or aircraft Manager to do so in the most noise-conscious manner possible so as to minimize noise and any resulting adverse impact to the extent practical, consistent with safety and prudent aviation practices and procedures;

•

Manager shall use its best efforts in accordance with high professional standards to ensure that quality services are provided in a cost efficient manner to all users of the Airport while producing to the maximum extent

A-8 dms.us.53144252.014

feasible adequate revenues to cover all required costs while striving to maintain a reasonable level of costs per enplanement. •

Be responsive to customer needs and concerns in both standard and unusual operating situations.

•

Maintain professional, responsible and responsive working relationships with the staff of the Authority, the City, local, state and federal regulatory authorities, suppliers of materials, utilities and services, the media and the public. Manager shall keep the Authority informed at all times of the status of any and all inquiries, requests or complaints received by Manager.

•

Maintain and support relationships with other City departments, agencies, and neighboring jurisdictions and advisory committees as approved by the Authority. Coordination meetings with key organizations and organizations outside the City (e.g., Indiana Department of Transportation) are anticipated to occur regularly. Throughout the term of this Agreement, Manager shall commit appropriately qualified staff to maintain these arrangements.

At least annually, and under the guidance and approval of the Authority, conduct customer service surveys for all facets of its services and deliver a summary report of all pluses and mines noted, including therewith specific recommendations and/or corrective action steps for all noted deficiencies.

A-9 dms.us.53144252.014

EXHIBIT B CORPORATE SERVICES Manager shall at all times make available and provide the following Corporate Services as required at no additional cost. Corporate Services may be performed by the corporate staff of Manager on behalf of Manager. Such corporate staff may be based at Manager’s corporate headquarters or at any of its field offices. Corporate Services shall consist of the services listed below. (1)

Oversight on a regular, on-going basis. Such oversight will include the availability of Manager’s Chief Operating Officer or equivalent or higher level personnel (“COO”) to on-site Manager staff for advice and direction on all Airport-related matters; Manager’s COO shall personally visit and confer with Manager’s on-site staff as reasonably necessary to maintain an efficient and professional operation. Manager’s corporate staff has access to information on a broad scope and will share with on-site Manager staff the most current trends and practices in the industry.

(2)

The ongoing oversight of human resources functions for Manager’s onsite staff. Recommendations concerning salary, wage and fringe benefit programs will be made and passed on to on-site staff from time to time as necessary. Advice and direction with respect to individual personnel actions will be provided to on-site staff upon their request. Oversight of Union negotiations, if any, will be conducted through Manager’s Human Resources Department.

(3)

Advice and updating with respect to Manager’s safety and health programs will be furnished. In addition, Manager will share with on-site staff its experience with respect to environmental compliance in an airport environment.

(4)

The provision of advice and recommendations to on-site personnel concerning the Airport planning and development process.

(6)

Pursuant to Section 6 and Section 9 of this Agreement, the provision of insurance and other risk management advice and recommendations for the safe and prudent operation of the Airport.

(7)

The provision of such other corporate, professional or technical oversight services as may be required in order for Manager to perform any of the Management Services.

B-1 dms.us.53144252.014

EXHIBIT C ADDITIONAL SERVICES Additional Services shall consist of any corporate, professional, or technical services which are not Management Services or Corporate Services, as defined in this Agreement, but which the Authority may request Manager to perform and which Manager may agree to perform. Manager shall have the opportunity to submit a proposal or a statement of qualifications for the provision of such Additional Services to the Authority if and when Authority elects to procure such Additional Services from qualified service providers. The specific scope of such services, the time period within which same are to be rendered and the compensation to be paid to Manager therefore as set forth in Section 6.08 of this Agreement, shall be mutually agreed to in writing between the Authority and Manager before any such Additional services are initiated. If there is no such written agreement, it shall be assumed that such services are Corporate Services and Manager waives it right to argue otherwise. Without limiting the foregoing, Additional Services may include, but not be limited to, the following services, all as requested by and agreed with the Authority: (1)

As of the Effective Date, the Authority is in the process of a runway expansion project at the Airport (the “Runway Expansion Project”). Manager assumes no liability or responsibility for either the prior activities associated with such project or the related ongoing activity during the Term, and the Authority shall indemnify and hold harmless Manager for any costs, expenses, or liabilities associated with such project. If requested by the Authority to provide support to the Runway Expansion Project, any such assistance by Manager shall be deemed Additional Services.

(2)

Assumption of the responsibility associated with the oversight of the AIP or PFC program, or both;

(3)

The air service development / leakage study proposed by Manager as part of its Proposal to the Authority, pre-approved by the Authority with a Sixty Thousand Dollar ($60,000) budget to be contracted separately, part of the Initial Contract Year draft budget and Approved Budget and treated as an Operating Expense for the purposes of determining EBITDA; and

(4)

Provision of development, engineering, construction management (subject to additional agreements and approvals by the Authority as its sole and absolute discretion), program/project management, and such other related services pursuant to development and major maintenance undertakings of the Airport.

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EXHIBIT D MAP OF AIRPORT

1/8/14 11:51 AM Formatted: Indent: Left: -0.63", Right: 0", Space After: 12 pt, Keep with next

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Below is a list of parcels comprising the Airport Property. Address 4911-13 SOUERS AVE GARY, IN 46406 317 HOVEY ST GARY, IN 46406 121 DURBIN ST GARY, IN 46406 127-31 DURBIN ST GARY, IN 46406 313 HOVEY ST GARY, IN 46406 4622 RIVERSIDE DR GARY, IN 46406 134 DURBIN ST GARY, IN 46406 122 CLARK RD GARY, IN 46406 4634 RIVERSIDE DR GARY, IN 46406 5015-19 RIVERSIDE DR GARY, IN 46406 5009-13 RIVERSIDE DR GARY, IN 46406 5021-25 RIVERSIDE DR GARY, IN 46406 5131 RIVERSIDE DR GARY, IN 46406 5101 RIVERSIDE DR GARY, IN 46406 5131-35 RIVERSIDE DR GARY, IN 46406 5119 RIVERSIDE DR GARY, IN 46406 5113-17 RIVERSIDE DR GARY, IN 46406 5107 RIVERSIDE DR GARY, IN 46406 180-88 CLARK RD GARY, IN 46406 4642 RIVERSIDE DR GARY, IN 46406 4736 RIVERSIDE DR GARY, IN 46406 5027 RIVERSIDE DR GARY, IN 46406 5001 RIVERSIDE DR GARY, IN 46406 4700 RIVERSIDE DR GARY, IN 46406 4728 RIVERSIDE DR GARY, IN 46406 4714 RIVERSIDE DR GARY, IN 46406 4722 RIVERSIDE DR GARY, IN 46406 4738 RIVERSIDE DR GARY, IN 46406 80 N PORTER GARY, IN 46406 6100 INDUSTRIAL HWY GARY, IN 46406 20 N MOUNT EST GARY, IN 46406 4625 INDL HWY GARY, IN 46406 150 BURR EST GARY, IN 46406 Est 50 N PORTER GARY, IN 46406 6100 W INDUSTRIAL HWY GARY, IN 46406 6110 W INDUSTRIAL HWY GARY, IN 46406 150 BURR EST GARY, IN 46406 6100 INDUSTRIAL HWY GARY, IN 46406 6100 INDUSTRIAL HWY GARY, IN 46406 INDUSTRIAL HWY GARY, IN 46406 6500 INDL HWY GARY, IN 46406 7260 CHICAGO APPR AVE GARY, IN 46406 7330 W CHICAGO APPR AVE GARY, IN 46406 7330 CLINE AVE GARY, IN 46406 6845 INDUSTRIAL BLVD GARY, IN 46406 6000 W CHICAGO AVE GARY, IN 46403 6985 INDUSTRIAL HWY GARY, IN 46406 7000-72 CHICAGO AVE GARY, IN 46406 7100 CHICAGO APPR AVE GARY, IN 46406 7200 CHICAGO AVE GARY, IN 46406 7212 CHICAGO AVE GARY, IN 46406 6901 W CHICAGO AVE GARY, IN 46406 6985 INDUSTRIAL HWY GARY, IN 46406 7310 CHICAGO APPR AVE GARY, IN 46406 7220 CHICAGO APPR AVE GARY, IN 46406 6001 W Industrial HWY Gary, IN 46406

Owner Gary, Regional Airport Authority Dis Gary, Regional Airport Authority Dis Gary, Regional Airport Authority Gary, Regional Airport Authority Gary, Regional Airport Authority Dis Gary, Reg Airpt Authority Dist Gary, Regional Airport Auth Gary, Regional Airport Authority Dis Gary, Reg Airpt Authority Dist Gary, Regional Airport Authority Gary, Regional Airport: Authority Gary, Reg Airport Auth Gary, Regional Airport Gary, Regional Airport Authority Gary, Regional Airport Gary, Regional Airport Gary, Regional Airport Gary, Regional Airport Gary, Reg Airport Auth Gary, Reg Airpt Authority Dist Gary, Reg Airpt Authority Dist Gary, Reg Airport Auth Gary, Regional Airport Authority Gary, Reg Airpt Authority Dist Gary, Reg Airpt Authority Dist Gary, Reg Airpt Authority Dist Gary, Reg Airpt Authority Dist Gary, Reg Airpt Authority Dist Gary, Regional Airport Authority Gary, Regional Airport Authority Dis Gary, Reg Airpt Authority Dist Gary, Regional Airport Authority Gary, Regional Airport Authority Dis Gary, Regional Airport Auth Dis Gary, Regional Airport Authority Dis Gary, Regional Airport Authority Dis Gary, Regional Airport Authority Dis Gary, Regional Airport Authority Dis Gary, Regional Airport Authority Dis Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago international Airport Authority Gary/Chicago international Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority

D-2 dms.us.53144252.014

Acreage 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.2 0.2 0.2 0.9 1.1 1.4 1.9 2.0 2.2 3.1 4.9 5.0 26.7 131.6 433.2 0.3 0.4 0.5 0.5 0.5 0.5 0.6 0.6 0.7 0.8 0.9 1.1 1.1 1.1 1.3 1.3 1.7

1/8/14 11:51 AM Formatted: Font:Not Bold Property Code Exempt Municipality 1/8/14 11:51 AM Exempt Municipality Formatted: Font:(Default) Arial Exempt Municipality 1/8/14 11:31 AM Exempt Municipality Formatted Table Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Govermental Unit Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Ind. - Vacant land Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Comm. - Vacant and

Address 7780 W CHICAGO AVE GARY, IN 46406 5908 INDUSTRIAL HWY GARY, IN 46406 5900 INDUSTRIAL HWY GARY, IN 46406 5908 INDUSTRIAL HWY GARY, IN 46406 7360 W CHICAGO AVE GARY, IN 46406 7600 CHICAGO AVE GARY, IN 46406 7000-72 CHICAGO AVE GARY, IN 46406 5822 INDUSTRIAL HWY GARY, IN 46406 5700-10 INDUSTRIAL HWY GARY, IN 46406 6500 IND HWY GARY, IN 46407 7201 CHICAGO APPR AVE GARY, IN 46406 6200-64 R INDUST HWY G GARY, IN 46406 6200 W 4TH AVE GARY, IN 46406 300 N BURR GARY, IN 46406 5712-58 INDUSTRIAL HWY GARY, IN 46406 5122-52 INDUSTRIAL HWY GARY, IN 46406 6400 INDUSTRIAL HWY GARY, IN 46406 740] CHICAGO APPR AVE GARY, IN 46406 7203 INDUSTRIAL HWY GARY, IN 46403 6500 NLY OF INDL HWY GARY, IN 46406 7200 CHICAGO AVE EST GARY, IN 46406 7300 CHICAGO AVE GARY, IN 46406 5212-56 INDUSTRIAL HWY GARY, IN 46406 551 N MORSE APPR ST GARY, IN 46406

Owner Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary / Chicago Airport Authority Gary- Chicago Airport Authority (Non/Tax Gary - Chicago Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority GARY-CHICAGO AIRPORT AUTHORITY Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary/Chicago International Airport Authority Gary / Chicago Airport Authority Gary/Chicago International Airport Authority

D-3 dms.us.53144252.014

Acreage 1.7 1.8 1.8 1.8 2.0 2.8 3.6 3.6 3.6 4.1 5.5 5.7 5.9 6.2 7.3 7.3 7.4 10.0 11.4 14.6 20.0 24.1 29.2 81.5

Property Code Exempt Municipality 1/8/14 11:31 AM Exempt Municipality Formatted Table Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Industrial other structures Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality Exempt Municipality