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CPR_Airline_Agreement_2009_-_Allegiant

VIEWS: 4 PAGES: 23

									       LEASE AND OPERATING AGREEMENT


                 BETWEEN


CASPER/NATRONA COUNTY INTERNATIONAL AIRPORT


                    AND


             ALLEGIANT AIR, INC.
              8360 S. DURANGO
            LAS VEGAS, NV 89113
                                                        TABLE OF CONTENTS

Article                                                                                                                                         Page Number

1         General Agreement............................................................................................................................... 3
2         Definitions ............................................................................................................................................ 3
3         Term of Agreement ............................................................................................................................... 4
4         Premises ............................................................................................................................................... 4
5         Fees and Rentals .................................................................................................................................. 5
6         Method of Payment ............................................................................................................................ 10
7         Rights and Privileges of Airline .......................................................................................................... 10
8         Rights and Privileges of Board............................................................................................................. 12
9         Obligations of Airline ............................................................................................................................. 13
10        Insurance............................................................................................................................................... 16
11        Indemnification and Hold Harmless ................................................................................................... 17
12        Obligations of Board ............................................................................................................................. 18
13        Cancellation by Board ......................................................................................................................... 18
14        Cancellation by Airline ......................................................................................................................... 20
15        Waiver of Subrogation .......................................................................................................................... 20
16        No Waiver of Default ........................................................................................................................... 20
17        Remedies are Cumulative ................................................................................................................... 21
18        Damage to Property of Airline and Others .......................................................................................... 21
19        Damage to Premises and Property by Airline and Others ................................................................. 21
20        Subordination........................................................................................................................................ 21
21        Governing Law/Venue for Disputes .................................................................................................... 21
22        Counterparts ......................................................................................................................................... 21
23        Severability ............................................................................................................................................ 21
24        Independence of Contract .................................................................................................................. 22
25        Rights upon Termination ..................................................................................................................... 22
26        Misrepresentation and Invalid Provisions ......................................................................................... 22
27        Survival of Obligations/Successors and Assigns Bound .................................................................. 22
28        Holdover Possession of Premises by Airline ...................................................................................... 22
29        Paragraph Headings ........................................................................................................................... 22
30        Notices .................................................................................................................................................. 23
31        Closing and Signature ......................................................................................................................... 23
32        Exhibits ................................................................................................................................................. 23




                                                                                                                                                                    2
                                        LEASE AND OPERATING AGREEMENT

                                               - ALLEGIANT AIR, INC. -

                                                     Article 1
                                                 General Agreement

         THIS AGREEMENT made and entered into this 20th day of May, 2009, by and between the Board of
Trustees of the Casper/Natrona County International Airport, State of Wyoming, a body corporate, of Casper,
Natrona County, State of Wyoming, hereinafter referred to as the "Board", and Allegiant Air, Inc., a corporation
authorized to do business in the State of Wyoming, hereinafter referred to as "Airline", in connection with an airport
known as the Casper/Natrona County International Airport, a public airport located in the County of Natrona, State
of Wyoming, which will be herein referred to as "Airport".

                                              PRELIMINARY RECITALS

          WHEREAS, the Board has the responsibility for the operation of Casper/Natrona County International
Airport; and

         WHEREAS, the Airline is engaged in the operation of scheduled air transportation of persons, property,
cargo, and mail, and desires to obtain the right and privilege of using certain of the Airport’s facilities; and

         WHEREAS, the Board desires to have the scheduled air transportation of persons, property, cargo, and
mail, and to grant Airline the right to use certain Airport facilities; and

         WHEREAS, the Board deems it advantageous to the operation of its Airport to grant the Airline the rights
and privileges as herein set forth.

         NOW, THEREFORE, for and in consideration of the rents, fees, covenants, and agreements contained
herein, and for other good and valuable consideration, IT IS MUTUALLY AGREED AND UNDERSTOOD BETWEEN
THE BOARD AND THE AIRLINE THE FOLLOWING:

                                                       Article 2
                                                      Definitions

       The following words and phrases, wherever used in this Agreement, shall, for the purpose of this
Agreement, have the following meanings.

2.1      Primary Airline - An operating airline holding an agreement with the Airport which includes: the lease of
         ticket counter, bag make-up space, and airline office space; use of the gate holding and bag claim areas
         on a common use basis; and which provides a published schedule of service at the Airport.

2.2      Affiliate Airline – An operating domestic airline which provides in conjunction with a Primary Airline a
         published schedule of service at the Airport, and which operates as a related entity to a Primary Airline
         and shall mean any air transportation company that is (i) a parent or subsidiary of a Primary Airline, or (ii)
         shares an International Air Transport Association (IATA) flight designator code with a Primary Airline at the
         Airport (Code-Sharing Partner), or (iii) otherwise operates under essentially the same trade name as a
         Primary Airline at the Airport and uses essentially the same livery as the Primary Airline; provided that no
         major airline, as such term is defined by the FAA, shall be classified as an Affiliate of another major
         airline, unless either clause (i) or (iii) above defines the relationship between such airlines at the Airport.
         Affiliate shall have the rights afforded the Primary Airline without payment of any additional charges or
         premiums provided the Primary Airline (a) remains a signatory to this Agreement, and (b) agrees and shall
         be obligated to serve as a financial guarantor for all charges incurred by any Affiliate of the Primary Airline

                                                                                                                      3
        at the Airport. Although they may billed separately, a Primary Airline and any Affiliate shall be counted as
        one airline for the purposes of computing any common use charges; provided, however, that the Primary
        Airline shall be responsible for the actions and any and all unpaid charges of (including the payment of
        any activity fees incurred by) any such Affiliate while such Affiliate operates at the Airport. In the event of
        termination of this Agreement by the Primary Airline or the Airport, each Affiliated Airline must enter into
        an agreement with the Airport substantially similar to this Agreement and meet all other requirements for
        becoming a Primary Airline as defined herein.

2.3     Use Base Airline - An operating airline holding an agreement with the Airport which includes: the lease or
        use of ticket counter and bag make-up space; lease of airline office space; use of the gate holding and
        bag claim areas on a per use/fee basis; and which provides a published schedule of service at the
        Airport.

        A Primary Airline may, at any time during the term of this Agreement, make a request in writing to the
Board to operate as a Use Base Airline, and to be assessed fees associated with a Used Base Airline. Conversely,
a Use Base Airline may at any time during the term of this Agreement, make a request in writing to the Board to
operate as a Primary Airline, and to be assessed fees associated with a Primary Airline.

                                                     Article 3
                                                Term of Agreement

3.1     Agreement Term - The term of this Agreement shall be for a period of two (2) years and eight (8) days,
        commencing in full force and effect on the 23rd day of April, 2009, through the 30th day of April, 2011,
        unless sooner terminated or canceled as herein provided.

3.2     Agreement Extension - At the expiration of the term specified in this Agreement, the Agreement shall
        automatically renew for an additional one (1) year term (until April 30, 2012) unless:

        3.2.1      Airline provides the Board a written notice no sooner than November 30, 2010 and no later
                   than December 31, 2011 stating Airline’s desire not to continue the Agreement for an
                   additional one year term; or

        3.2.2      The Board provides Airline a written notice no later than January 31, 2011 stating the Board’s
                   desire not to continue the Agreement for an additional one year term.

                                                     Article 4
                                                     Premises

         The Board leases to Airline the following described portions of the Airport as shown on Exhibits A, B, and
C, attached hereto and made part hereof.

4.1     Exclusive Use Space - For the privilege and right of using the Airport in the conduct of its air transportation
        system, Board leases to Airline the exclusive use of the following space located in the Terminal Building.

          Description                              Room #            Square Feet
          Ticket Counter
          Office                                                          78
          Bag Make-up
          De-icing Fluid Storage Tank Area
          Total Exclusive Use Space                                       78

                                                                                                                     4
      The exclusive use space herein demised to the Airline may be used as Airline may deem necessary in the
      conduct of its air transportation system not inconsistent with the provisions of this Agreement.

4.2   Joint (Per) Use Space

       Description                               Room #            Square Feet
       Ticket Counter and Bag Make-up                                 1,756
       Bag Claim Area                                                 3,200
       Gate Holding Area                                              5.400
       Total Joint (Per) Use Space                                   10,356


      The joint use space may be used by Airline, in conjunction with others, in the conduct of its air
      transportation system not inconsistent with the provisions of this Agreement. In the event that use of the
      joint use space by Airline conflicts with any other user(s) of said joint use space, the users of the joint use
      space shall attempt to rectify said conflict. In the event that the users are not able to rectify a conflict,
      the Airport Manager shall establish policy or procedures to eliminate the conflict, said policy or
      procedures to be complied with by all joint use space users once established. Joint (per use) of the airline
      ticket counter and bag make up area shall include use of the public address and paging system and
      trash removal service.

4.3   Common Use Space

       Description                               Room #            Square Feet
       Bag Claim Area
       Gate Holding Area
       Total Common Use Space


      The common use space may be used by Airline, in conjunction with others, in the conduct of its air
      transportation system not inconsistent with the provisions of this Agreement. In the event that use of the
      common use space by Airline conflicts with any other user(s) of said common use space, the users of the
      common use space shall attempt to rectify said conflict. In the event that the users are not able to rectify
      a conflict, the Airport Manager shall establish policy or procedures to eliminate the conflict, said policy or
      procedures to be complied with by all common use space users once established.

4.4   Air Carrier Aircraft Parking Ramp – Airline shall have non-exclusive use of the Air Carrier Aircraft Parking
      Ramp.

                                                   Article 5
                                               Fees and Rentals

5.1   Landing Fees - For the privilege and right of using the Airport in the conduct of its air transportation
      system, Airline does hereby agree to pay the Board landing fees as follows:

       Year          April 23, 2009 to      May 1, 2010 to       May 1, 2011 to
                      April 30, 2010        April 30, 2011       April 30, 2012
       Rate                $0.83                 $0.83                $0.91


                                                                                                                   5
      per each 1,000 pounds of gross landing weight as certified by the Federal Aviation Administration for
      actual landings at the Airport by Airline's aircraft. The aforesaid landing fees shall not apply to courtesy,
      test, training, inspection, emergency, or other non-revenue flights landed at the Airport, nor shall said
      landing fee apply when an aircraft returns to the Airport because of meteorological, mechanical, or similar
      emergency or precautionary reasons. The term "gross landing weight" as used herein shall be the
      maximum allowable gross landing weight of such aircraft operated by the Airline at the Airport as certified
      by the Federal Aviation Administration (FAA).

5.2   Reporting - Airline shall, within seven (7) days after the last day of each month, furnish the Airport
      Manager a correct statement on a form provided by the Board which shall include, but not be limited to:
      the total number of landings for each type of aircraft for itself and all Affiliate Airlines, including the FAA
      certified maximum gross landing weight of each aircraft and total seats available; the total number of
      enplaned and deplaned passengers, both revenue and non-revenue; total express package and/or mail,
      in pounds, shipped and received; and the total number of passenger loading bridge uses. In the absence
      of an individual FAA certified aircraft maximum gross landing weight report, the maximum gross landing
      weight as specified in FAA AC No. 150/5300-13, Appendix 12, or as such Advisory Circular is amended
      will be used in calculating the landing fee of the Airline and its affiliates during the preceding month.

5.3   Exclusive Use Space

       Year                                       Ticket Counter              Office               Bag Make-up
       April 23, 2009 to April 30, 2010               $21.60                 17.84                   13.16
       May 1, 2010 to April 30, 2011                  $21.60                 17.84                   13.16
       May 1, 2011 to April 30, 2012                  $23.76                 19.62                   14.48



5.4   Joint Use Space (Per Use) - Airlines may elect to use ticket counter and bag make-up area, bag claim, or
      gate holding space on a per use basis. In the event that an Airline elects to use the ticket counter/bag
      make-up area, bag claim area, and/or the gate holding area on a per use basis, the following fees shall
      be applied monthly per use.

       Year                                     Ticket Counter &         Bag Claim (per        Gate Holding (per
                                                Bag Make-up (per              use)                   use)
                                                      use)
       April 23, 2009 to April 30, 2010             $100.00                  $40.00                  $60.00
       May 1, 2010 to April 30, 2011                 $100.00                 $40.00                  $60.00
       May 1, 2011 to April 30, 2012                 $110.00                 $44.00                  $66.00



5.5   Bag Claim Space - The shared Bag Claim Device and Area is made up of 1,650 square feet of improved,
      and 1,550 square feet of un-improved space, as shown on Exhibit “A”. The following annual and monthly
      space rates include estimated maintenance costs for the bag claim device:

       Year                                            Annual Rate                  Monthly Rate
       April 23, 2009 to April 30, 2010                 $42,704                        $3,558.67
       May 1, 2010 to April 30, 2011                    $42,704                        $3,558.67
       May 1, 2011 to April 30, 2012                    $46,974                        $3,914.50


                                                                                                                   6
      The above stated bag claim fees shall apply toward the repair and/or replacement of existing equipment
      and would not apply to expanding the scope of the existing system.

5.6   Bag Claim Use Fee

      5.6.1   Primary Airline - Each month the total amount each Primary Airline shall pay for bag claim use
              shall be computed according to the following:

              A sum equal to twenty percent (20%) of such total monthly rate divided by the number
              of Primary Airlines regularly using the bag claim device and/or area plus a share of the
              remaining eighty percent (80%) of such total monthly rate allocated among all Primary
              and Affiliate Airlines so that each pay monthly the proportion thereof which the total
              number of its deplaned passengers during each monthly period bears to the total
              number of deplaned passengers of all Primary and Affiliate Airlines during the monthly
              period. These totals shall not include on-line deplaned transfer passengers.

              The following formula will be used to compute the 80% variable cost:

                       1.      A/B        =C
                       2.      CxD        =E

                       A       =          80% of monthly bag claim space and maintenance cost.
                       B       =          Total deplaned passengers per month - all Primary and
                                          Affiliate users (excluding on-line deplaned transfer
                                          passengers).
                       C       =          Charge per passenger.
                       D       =          Number of deplaned Primary and Affiliate passengers per
                                          user per month.
                       E       =          Monthly billing to user.

      5.6.2   Use Base Airline - Each month the total amount each Use Base Airline shall pay for bag claim use
              shall be computed by multiplying the number of uses of the bag claim space in a given month by
              the appropriate use fee as specified in Paragraph 5.4.

             The above stated bag claim fees shall apply toward the repair and/or replacement of existing
      equipment and would not apply to expanding the scope of the existing system.

5.7   Gate Holding Space- The shared gate holding area is made up of 5,400 square feet of improved space as
      shown on Exhibit “A”. The following space rates are applicable for the Gate Holding Area:

       Year                                            Annual Rate            Monthly Rate
       April 23, 2009 to April 30, 2010                  $65,247               $5,437.25
       May 1, 2010 to April 30, 2011                     $65,247               $5,437.25
       May 1, 2011 to April 30, 2012                     $71,772               $5,981.00


5.8   Gate Holding Space Use Fee

      5.8.1   Primary Airline - Each month the total amount each Primary Airline shall pay for gate holding
              space shall be computed according to the following:

              A sum equal to twenty percent (20%) of such total monthly rate divided by the number

                                                                                                            7
                 of Primary Airlines regularly using the bag claim device and/or area plus a share of the
                 remaining eighty percent (80%) of such total monthly rate allocated among all Primary
                 and Affiliate Airlines so that each pay monthly the proportion thereof which the total
                 number of its deplaned passengers during each monthly period bears to the total
                 number of deplaned passengers of all Primary and Affiliate Airline Airlines during the
                 monthly period. These totals shall not include on-line deplaned transfer passengers.

                 The following formula will be used to compute the 80% variable cost:

                         1.       A/B        =C
                         2.       CxD        =E

                         A        =          80% of monthly bag claim space and maintenance cost.
                         B        =          Total deplaned passengers per month - all Primary and
                                             Affiliate users (excluding on-line deplaned transfer
                                             passengers).
                         C        =          Charge per passenger.
                         D        =          Number of deplaned Primary and Affiliate passengers per
                                             user per month.
                         E        =          Monthly billing to user.

       5.8.2     Use Base Airline - Each month the total amount each Use Base Airline shall pay for gate holding
                 space use shall be computed by multiplying the number of uses of the gate holding space in a
                 given month by the appropriate use fee as specified in Paragraph 5.4.

5.9    Passenger Loading Bridge Use Fee - Airline agrees to pay for the use of the Passenger Loading Bridge as
       follows:

        Year            April 23, 2009 to            May 1, 2010 to              May 1, 2011 to
                         April 30, 2010              April 30, 2011              April 30, 2012
        Gate 2           $35.00 per use              $35.00 per use              $38.50 per use

       Said fees are based upon each use of the passenger loading bridge.

5.10   De-Icing Fluid Storage Tank Fee - Airline agrees to pay, if Airline stores a de-icing fluid tank on the Airport,
       the following monthly fee:

        Year             April 23, 2009 to          May 1, 2010 to              May 1, 2011 to
                          April 30, 2010            April 30, 2011              April 30, 2012
        De-Icing        $50.00 per month           $50.00 per month            $50.00 per month

5.11   Public Address and Paging System - Airline agrees to pay a monthly fee for the use of the Airport’s public
       address/paging system in the following amounts:

        Year             April 23, 2009 to          May 1, 2010 to              May 1, 2011 to
                          April 30, 2010            April 30, 2011              April 30, 2012
        PA/Page         $35.00 per month           $35.00 per month            $35.00 per month




                                                                                                                     8
5.12   Trash Removal Fee - Airline agrees to pay a monthly fee for the removal of trash from the Airport in the
       following amounts:

        Year             April 23, 2009 to            May 1, 2010 to              May 1, 2011 to
                          April 30, 2010              April 30, 2011              April 30, 2012
        Trash           $45.00 per month             $45.00 per month            $45.00 per month

5.13   Security Deposit - New entrant Primary or Use Base Airlines shall pay to the Board, before commencing
       operation at Casper/Natrona County International Airport, a security deposit for use of the passenger
       terminal building and airfield in the sum equal to three (3) months charges for airport services that may
       include, but not necessarily be limited to: terminal space rental charges (both exclusive, non-exclusive, or
       joint use); landing fees; bag claim use fees; gate holding fees; utilities (as appropriate); and passenger
       loading bridge fees A letter of credit acceptable to the Board, in the same amount may be substituted in
       lieu thereof. If the deposit is in cash, said sum will be placed in an interest bearing account, selected by
       the Board. The interest rate is to be determined by the financial institution where these funds are
       deposited. The security deposit or letter of credit will be held by the Board for a period of twelve (12)
       consecutive months of material default free performance as security for the faithful payment and
       performance by Airline of the fees, charges, terms and conditions of this Agreement or other obligation to
       the Board. If the Airline defaults in any such obligation to the Board, the Board, at its sole discretion, may
       apply said deposit or letter of credit, or part thereof, to compensate the Board for any loss, damage, or
       expense sustained due to such default. Any such application by the Board of such deposit to
       compensate the Board for any loss, damage, or expense sustained due to such default shall be in
       addition to, and not in lieu of any other remedies or rights the Board may have under this Agreement,
       contract, or law upon such default by Airline. Upon the Board's request, the Airline shall immediately
       remit to the Board sufficient moneys to restore said sum so applied to the original sum deposited or
       original amount of the letter of credit. Airline's failure to do so within five (5) days after receipt of a written
       demand therefore shall be a default under this Agreement, contract or other obligation with the Board,
       and Airline shall cease use of Board’s facility immediately. The Board may waive, at the Board’s
       discretion, said security deposit for a new entrant Primary or Use Base Airline if said airline has been
       providing continuous scheduled air transportation services for a minimum of five (5) years.
                 Similarly, any incumbent Airline who becomes more than sixty (60) days in arrears in making
       payment to the Board for any charges, rentals, or fees may be required to submit a deposit or letter of
       credit to the Board under the same terms and conditions as applied to new entrant carriers as specified
       herein, or if a security deposit or letter of credit is already in place it shall be held for a twelve (12) month
       period from the time of default in accordance with the above procedure. Said deposit or letter of credit
       shall also be held for a period of twelve (12) months in accordance with the above procedure, and shall
       be available to the Board in the event Airline fails to make prompt payment of future fees, charges, or
       rentals to the Board. All terms and conditions of the deposit or letter of credit shall be equally applied to
       incumbent carriers as new entrant carriers.
                 If, after the end of twelve (12) months of continuous operation at the Airport, the Airline has not
       been in default of any fees, charges, terms, or conditions of this Lease or any other contract or obligation
       with the Board, the balance of any cash security deposit shall be terminated and returned with interest.
       Letters of credit or performance bonds will be returned to the Airline. Any security deposit or letter of
       credit required hereunder shall not be deemed or construed as an advance payment of any Passenger
       Terminal Facility fees or charges or any airfield fees or charges.

5.14   Rental Abatements - No abatement shall be made of any rentals for any cause under the provisions of
       this Agreement unless the premises in the Terminal Building demised hereunder to Airline shall be
       rendered untenantable in whole or in part. In such event, the rentals for the premises rendered
       untenantable shall abate on a per diem basis until such time as such premises are rendered tenantable,
       but if other space in the Terminal Building or in any other building of the Airport is occupied by Airline for
       Terminal Building purposes pending the restoration of the premises in the Terminal Building demised
       hereunder to Airline, the Airline shall pay rentals for such space at the same rate per annum per square
                                                                                                                        9
         foot as is then required to be paid by Airline for similar space in the Terminal Building.

                                                     Article 6
                                                 Method of Payment

         No demand for rent or fees need at any time be given, and it shall be the duty of Airline to pay all monies
when due. The Board and Airline agree that all fees shall be paid as follows. The Board shall bill the Airline on the
10th day of each month. Said billing shall include all landing, bag claim, passenger loading bridge, and gate
holding space fees which apply to the Primary and Use Base Airline, and if applicable, to any or all Affiliate Airlines
which have been incurred in the previous month (variable charges), as well as the exclusive and/or joint use space
fees due in the following month. Such billing shall be paid by the Airline on or before the fifteenth (15th) day of the
month following the billing month. Payments received later than this date are subject to interest in the amount of
1½% per month. The disputed portion of an invoice is not subject to the interest penalty or security deposit
provision. The implementation of the interest provision shall not preclude the Board from terminating this
Agreement for default in the payment of rentals, fees or charges, as specified in Article 13, Cancellation by Board.

                                                     Article 7
                                           Rights and Privileges of Airline

         For the purpose of facilitating the operation of Airline's scheduled air transportation system, the Board
does hereby grant to Airline, and the Airline does hereby take from the Board the following rights and privileges
during the term of this Agreement.

7.1      Maintenance - Airline has the right to repair, condition, tow, park and store (temporary or by emergency)
         Airline's aircraft and other equipment in such spaces and in such manner as may be prescribed by the
         Airport Manager.

7.2      Training - Airline has the right to perform training of personnel in its employ or to be employed by it, except
         primary flight training, as well as to conduct courtesy and charter flights and test its aircraft and other
         equipment. It is understood that such training, testing, courtesy, and charter flights shall be incidental to
         the operation of Airline's air transportation system. It is also understood that engine run-up testing shall
         not be conducted during the hours of 10 p.m. and 5 a.m. Mountain Time without the permission of the
         Airport Manager. Additionally, the landing fees specified in Article 5, Fees and Rentals, shall apply to
         charter flights.

7.3      Sale and Disposal - Airline has the right for the occasional sale, disposal, or exchange of Airline's aircraft,
         engines, accessories, gasoline, oil, greases, lubricants, and other equipment, fuel, or supplies; provided,
         however, that such right shall not be construed as authorizing the conduct of a separate business by
         Airline, but shall permit Airline to perform such function as incidental to its operation of a scheduled air
         transportation service, and specifically, but without limitation, shall permit the sale or disposal of any
         article or goods used by, or brought for use by the Airline in connection with its operation of a scheduled
         air transportation service.

7.4      Servicing - Airline has the right to service its aircraft at locations designated by the Airport Manager with
         gasoline, oil, greases, and other fuel and lubricants, equipment and supplies, in addition to other
         equipment by truck or otherwise.

7.5      Operations - Airline has the right to land, take off, taxi, load, and unload its aircraft or other equipment,
         and the loading and unloading of aircraft or other equipment of any other air transportation company,
         provided that such right shall be exercised only in conformity to such rules and regulations as may be
         promulgated from time to time by the Airport Manager in the interest of safety, security, and Airport
         efficiency. Nothing herein shall prohibit the Board from modifying, augmenting, or deleting any
         aeronautical facilities.

                                                                                                                    10
7.6    Communication, Meterology, and Navigation - Subject to Board’s prior review and approval, Airline shall
       have the right to install, maintain, and operate at its own expense radio, communication, meteorological,
       aerial navigation equipment, facilities, fax and wireless communication equipment, telephone, teletype or
       telemeter systems, and trade fixtures in or on the premises occupied exclusively by Airline pursuant to
       this Agreement.

7.7    Removal of Furnishing and Equipment - Subject to the Board’s prior review and approval, the Airline may
       from time to time repair, alter, and/or improve all or any part of the Airline’s Exclusive Use Space and may
       install partitions, counters, fixtures, and other improvements in such space; provided, however, that any
       such repair, alterations, or improvements shall reasonably conform to the general interior architectural
       design of the Terminal Building.
                 Airline shall be entitled during the term of this Agreement to remove from the Airport, or any part
       thereof, all aircraft, tools, machinery, equipment, and trade fixtures placed, installed, or constructed
       thereon by it; provided, however, that all buildings from which any property is so removed shall be
       restored by Airline in such manner that such buildings are not materially damaged. Additionally, the
       Airline shall be entitled, during the term of this Agreement, to all improvements, structures, alterations, or
       additions erected or installed in or on the premises by the Airline. Airline shall, at its option, remove all
       equipment, fixtures, improvements, and systems specified herein upon cancellation of this Agreement as
       specified in Article 13, Cancellation by Board, or Article 14, Cancellation by Airline, or expiration of this
       Agreement and service by Airline immediately upon such expiration. Said structures, improvements,
       alterations or additions not removed as specified herein shall become part of the realty upon which they
       are erected and title thereto shall vest at no cost to the Board unless a prior written agreement is granted
       by the Airport Manager. The Board also retains the right to remove or have removed at the expense of
       Airline all equipment, fixtures, improvements, and systems installed by the Airline, and the Airline agrees
       to pay the Board for such expense within fifteen (15) days upon receipt of an invoice.

7.8    Right of Ingress and Egress - Airline, its employees, passengers, guests, patrons, invitees, suppliers of
       materials, and furnishers of service shall have the right of ingress and egress to and from the Airport
       facilities subject to regulations governing the use of the Airport as may be established by the Airport
       Manager.

7.9    Public Address System - Airline is granted the non-exclusive use, in common with others, of the central
       public address system which will be provided and maintained by the Airport. The Airline agrees to pay for
       damage caused by abuse or negligence by employees of the Airline. The Airline understands that
       temporary disruptions to the public address service may occur from time to time due to maintenance,
       equipment malfunction, etc., and agrees to release the Board from damages incurred by the Airline from
       such disruptions in service.

7.10   Procurement - Airline, in conjunction with the exercise by it of any of the rights and powers granted to it
       herein shall have full right to procure at the Airport or elsewhere all materials, fuel, parts, equipment,
       food, supplies, and products from any person of its own choice, and no additional charges, fees, or tolls
       shall be charged by the Board, directly or indirectly against the Airline for any right or privilege granted to
       the Airline by this Agreement.

7.11   Non-Exclusive Right - Airline has the non-exclusive use, in common with others so authorized, to provide
       to the public a scheduled air carrier service at the Airport subject to reasonable and uniform rules and
       regulations of the Board as to the use of such facilities. Further, the Airline is granted the non-exclusive
       use, in common with others, of aircraft parking ramp space for the parking of aircraft and ground service
       equipment, subject to uniform aircraft parking rules and restrictions which may be established and
       modified from time to time by the Airport Manager.

7.12   Quiet Enjoyment - Board covenants that upon paying the rent and performing the covenants and

                                                                                                                  11
       agreements herein contained, the Airline shall peaceably and quietly have, hold, and enjoy the Leased
       Premises for the term of this Agreement. Airline agrees that temporary inconveniences such as noise,
       disturbances, traffic detours and the like that do not unreasonably interfere with the Airline’s use of
       the leased premises or operations thereon, caused by or associated with the construction of Airport
       improvements shall not constitute a breach of quiet enjoyment of the Leased Premises. Airline further
       agrees not to disturb the Board, or any other tenant of the Airport by creating or permitting any
       disturbance or other unusual noise or other undesirable condition on or about the Airport.

7.13   Advertisement - Airline has the right to identify and advertise its scheduled air carrier service at its ticket
       counter in an equal or comparable manner to that of other scheduled air carriers operating in the Airport
       Terminal Building by signs of equal size to those of other scheduled air carriers approved by the Airport
       Manager.

7.14   Passenger Loading Bridge (PLB) - Airline is granted the non-exclusive use, in common with others, of the
       Passenger Loading Bridge (PLB). It is the desire of the Board to encourage the highest level of service at
       the Airport; therefore, the following shall be Board’s guidance on PLB use. Each Primary and Use Base
       Airline shall, each month, coordinate with the other Primary and Use Base Airlines operating from the
       Airport use of the PLB. In the event that the Primary and/or Use Base Airlines can’t determine a
       coordinated schedule for the PLB use, the Board shall establish a use schedule, such use schedule to be
       final.

       7.14.1 Jet aircraft operated by a Primary, Use Base, or Affiliate Airline shall be entitled to first use of the
              PLB.

       7.14.2 In the event that jet aircraft operated by two or more Primary, Use Base, or Affiliate Airlines wish
              to utilize a PLB at the same time, the jet aircraft with the greatest number of seats shall be
              entitled to first use.

       7.14.3 In the event that non-jet aircraft operated by two or more Primary, Use Base, or Affiliate Airlines
              wish to utilize a PLB at the same time, the non-jet aircraft which arrives/departs first shall have
              first use.

       7.14.4 In the event that mechanical difficulties disable any aircraft while located at the PLB, the Airline
              will have said aircraft promptly moved away from the location so as to permit the use of the
              bridge by other aircraft.

                 The PLB shall be operated only by employees of Airline, or an appropriate agent designated by
       Airline, which employees have satisfactorily completed a course of instruction in the proper use and
       operation of the PLB. The Airport Manager shall have the authority to promulgate such rules and
       regulations as may be deemed necessary for the safe operation of the PLB.

                                                   Article 8
                                         Rights and Privileges of Board

       The Board, in addition to any rights herein retained by it, reserves the following privileges:

8.1    Board Representative - The Airport Manager is hereby designated as the official representative for the
       enforcement of all provisions in this Agreement with full power to represent the Board in dealings with
       Airline in connection with the rights and obligations herein provided, actions relating to policy
       determination, modification of this Agreement, subsequent permissive authorization under this
       Agreement, termination of this Agreement, and any similar matters affecting the terms of this Lease and
       Operating Agreement.


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8.2   War, National Emergency, Riot, or Natural Disaster - During time of war, national emergency, riot or
      natural disaster, the Board shall have the right to lease the entire Airport or any part thereof to the United
      States or State of Wyoming for military or National Guard use and, in such event, the provisions of this
      Agreement, insofar as they are inconsistent with the provisions of any lease to any such unit of
      government, shall be suspended for the period of such government lease.

8.3   Access to Premises - The Airport Manager or his designee may enter upon the Premises at any
      reasonable time for any purpose necessary, incidental to, or connected with the exercise of its
      governmental functions, or at any time for fire protection or security purposes.

8.4   Government Use of Airport - This Agreement shall be subordinate to the provisions of any existing or
      future agreement between the Board and the United States Government, relative to the operation or
      maintenance of the Airport, the execution of which has been, or may be required as a condition precedent
      to the expenditure of federal funds for the development of the Airport.

8.5   Airport Development – The Board has the right, but shall not be obligated to Airline, to develop or improve
      the landing areas and other portions of the Airport as it sees fit, regardless of the desires or views of the
      Airline, and without interference or hindrance. In the event that the Board makes improvements which
      benefit the Airline, where appropriate, the Airline agrees to negotiate with Board fair and reasonable
      modifications to the Fees and Rentals as specified in Article 5, or the establishment of new fees as the
      case may be.

8.6   Unrestricted Right of Flight – The Board, for the use and benefit of the public, has a free and unrestricted
      right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with
      the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known
      or hereafter used for navigation of or flight in the air, using said airspace or landing at, taking off from, or
      operating on or about the Airport.

                                                    Article 9
                                              Obligations of Airline

9.1   Condition of Leased Premises – Airline accepts the Premises in its present condition and, without
      expense to the Board, will maintain any installations thereon.

9.2   Rules and Regulations - Airline agrees to observe and obey the rules and regulations governing the
      conduct and operation of the Airport facilities promulgated, from time to time, by the Airport Manager.
      The rules and regulations shall not be unreasonable or inconsistent with safety/security of any Federal
      agency having jurisdiction with respect thereto, nor inconsistent with the procedures prescribed or
      approved from time to time by the Federal Aviation Administration for landing and taking off at the Airport
      of airplanes of scheduled air transport operators and if such inconsistency does arise, such rules and
      regulations shall be promptly amended by the Board so as to eliminate the inconsistency; provided
      further, that until so amended, any rule or regulation inconsistent therewith shall be deemed to have no
      force or effect. It is the intent hereof that no rules or regulations shall be promulgated herein which shall
      be inconsistent with, or nullify any of the rights and privileges expressly granted under this Agreement.
      Airline further agrees to abide by all applicable Federal, State, and local laws and ordinances now in
      effect or hereafter promulgated, including all environmental regulations.

9.3   Security Plan - The Airport has implemented an Airport Security Plan in a form acceptable to the
      Transportation Security Administration (TSA) pursuant to 49 Code of Federal Regulations Part 1520. The
      Board reserves the right to modify that plan from time to time, as it deems necessary, to accomplish
      compliance with FAA Regulations. The Airline shall at all times comply with the Security Plan and
      indemnify and hold harmless the Board from any violations of said Security Plan committed by any agent
      or member of the Airline. Further, Airline agrees to reimburse the Board in full for any fines or penalties

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      levied against the Board for security violations as a result of any negligent actions or omissions on the
      part of the Airline, its agents, suppliers, or employees. The Board agrees not to assess any fines against
      Airline if the Airline is not found negligent for security violation(s). Airline further agrees to keep the doors
      behind Airline’s ticket counter, which separates the counter area from the ticket office, closed at all times
      and closed and locked when counter and office is unoccupied. Board shall have the right to termination
      this Agreement in the event that Airline fails to comply, or remain in compliance, upon written notice by
      Board that compliance is required.

9.4   Advertising/Signage - Airline agrees that the location of any advertising signs or materials of Airline shall
      be subject to the written approval of the Airport Manager, such locations to be reasonable and consistent
      with Airport policy. No material, advertising, or otherwise shall be permitted on counter faces or on walls
      dividing airline leased space, or the space immediately above the counters. No signage or fixtures shall
      be placed in the queuing area in front of the ticket counters without the express written approval of the
      Airport Manager.

9.5   Storage of Flammable Fluids - Airline agrees that the storage of flammable fluids in bulk quantities shall
      be limited to fuel storage areas as designated by the Airport Manager. Airline agrees that the storage of
      flammable fluids shall be in an approved steel locker labeled "FLAMMABLE". The Airport Manager may, in
      his/her discretion, prohibit or impose restrictions on the storage of said materials if, in the Manager's
      opinion, the storage is determined a safety hazard.

9.6   Business Use - Airline agrees not to engage in any other activities or business on the Leased Premises or
      within the confines of the Airport property other than those activities specifically permitted under this
      Agreement, unless so authorized in writing by the Airport Manager.

9.7   Assignment - Airline shall not assign this Agreement, or any of its rights hereunder, nor sublet the Leased
      Premises or any part thereof without the prior written consent of the Airport Manager, and in requesting
      such consent, Airline agrees to provide the Airport Manager a full copy of the sublease agreement,
      including all fees, terms, and conditions prior to committing to a sublease agreement, provided that the
      foregoing shall not prevent the assignment of this Agreement to any corporation with which the Airline
      may merge or consolidate, or which may succeed to the business of the Airline, or to which the business
      and properties of Airline, or substantially all of the same, may be sold or transferred by the Airline. The
      Airline agrees not to charge fees for the sublease of space or operating agreements with Affiliate Airlines
      that exceed the rates established by this Agreement, however, this limitation does not apply to the
      assessment of a management fee, if applicable.

9.8   Cleaning and Janitorial Services - Airline shall at its expense maintain the Premises, any improvements
      thereto, and all equipment in good repair and tenantable condition, reasonable wear and tear and
      casualty damage excepted, during the term of this Agreement. It is understood that all cleaning, janitorial
      services, painting, replacement of lamps, carpeting, and overhead door sending units will be the
      responsibility of the Airline. Additionally, Airline shall, jointly with other air carriers using the Airport on a
      regularly scheduled basis, be responsible for providing janitorial service for the 1,550 square feet of non-
      public bag claim space.
                In the event the Airline fails to comply with this paragraph, the Airport Manager may notify the
      Airline in writing that such maintenance, cleaning, repair or replacement shall be done, and in the event
      that Airline fails to initiate correction for the condition within thirty (30) days of the Airport Manager's
      written notice, or show cause for extension of said time period, the Board may enter Airline's Premises
      and perform, or have performed by an outside contractor the necessary work without liability, and Airline
      agrees to pay one hundred fifteen percent (115%) of such expenses within thirty (30) days upon invoice
      receipt. Where cleaning or janitorial services are required, only a ten (10) day notice is required before
      Board may take corrective action. Repairs required as a result of Airline negligence shall be billed to, and
      paid by the Airline. Requests for maintenance or repair for which the Board is responsible must be
      submitted in writing to the Airport Manager by the Airline. The Board reserves the right to determine at its

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       sole discretion liability for the cost of the maintenance for damage caused by the negligence of a tenant
       and will bill the appropriate tenant for such cost.

9.9    Addition of Electrical Equipment - Any specialized equipment of Airline will require sub-metering and/or
       direct payment by Airline. Further, Airline shall be responsible for any and all costs associated with the
       connection of Airline’s equipment.

9.10   Affirmative Action - Airline, for itself, its heirs, personal representatives, successors in interest, and
       assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running
       with the land, that in the event facilities are constructed, maintained or otherwise operated on the said
       property described in this lease, for a purpose for which a Department of Transportation (DOT) program or
       activity is extended or for another purpose involving the provision of similar services or benefits, the
       Airline shall maintain and operate such facilities and services in compliance with all other requirements
       imposed pursuant to 49 CFR Part 21, Non-Discrimination in Federally Assisted Programs of the DOT, and
       as said Regulations as may be amended.
                 Airline, for itself, its personal representatives, successors in interest and assigns, as 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 participating 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 participating in, denied the
       benefits of or otherwise be subjected to discrimination, (3) that the Airline shall use the premises in
       compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in
       Federally Assisted Programs of the Department of Transportation, and as said Regulations may be
       amended.
                 Airline 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. This provision obligates Airline or its transferee for the period during which Federal
       assistance is extended to the Airport program, except where Federal assistance is to provide, or is in the
       form of personal property or real property or interest therein or structures or improvements thereon. In
       these cases, the Provision obligates the party or any transferee for the longer of the following periods: (a)
       the period during which the property is used by the Board or any transferee for the purpose for which
       Federal assistance is extended, or for any other purpose involving the provision of similar services or
       benefits; or (b) the period during which the Board or any transferee retains ownership or possession of
       the property.

9.11   Discrimination - Airline, in the conduct of its authorized aeronautical business activities on said demised
       premises and on said Airport, shall furnish service on a fair, equal and not unjustly discriminatory basis to
       all users thereof, and shall charge fair, reasonable, and not unjustly discriminatory prices for each unit of
       sale or service; provided, however, that Airline shall be allowed to make reasonable and non-
       discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers, or
       classes of purchasers.

9.12   Approval – Whenever Airline requires approval under the terms of this Agreement, such approval shall not
       be unreasonably withheld.

9.13   Alterations, Additions or Replacements/Liens - Airline shall obtain prior written approval from the Airport
       Manager before making any changes, repairs, alterations, installations, or improvements in the Leased
       Premises or other Airport areas. Airline agrees to promptly pay all sums legally due and payable on
       account of any labor performed on, or materials furnished for the Leased Premises. Airline shall not
       permit any liens to be placed against the Leased Premises on account of labor performed or material
       furnished, and in the event such a lien is placed against the Leased Premises, Airline agrees to save the

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        Board harmless from any and all such asserted claims and liens and to remove or cause to be removed
        any and all such asserted claims or liens as soon as reasonably possible unless Airline is contesting such
        lien in good faith.

9.14    Costs of Enforcement - Airline covenants and agrees to pay and discharge all reasonable costs, attorneys'
        fees, and expenses that shall be made and incurred by Board in enforcing the covenants and provisions
        of this Agreement.

9.15    Communication Equipment Costs - Airline shall pay for all costs associated with the operation of
        communication equipment used or installed by it.

9.16    Charter Notification - Airline agrees to give Board notice of all charter flights coordinated or ground
        handled by Airline at the Airport on a form to be provided by Board, said notification to be given to Board a
        minimum of seven (7) days in advance of the aircraft arrival.

9.17    Smoking - Airline agrees that there will be no smoking in any of its leased space in the terminal building,
        nor in any other building at the Airport unless specifically designated and approved as a ‘smoking
        permitted area’.

9.18    Air Freight - Airline agrees not to allow unreasonably sized inbound or outbound airfreight shipments, or
        any inbound or outbound airfreight shipments which exceed 120 pounds, to move across the passenger
        ticket counter. The Airport Manager shall determine reasonably sized airfreight shipments, and may allow
        for shipments in excess of 120 pounds upon notification by Airline. All other airfreight is to be transferred
        through airport facilities other than the public areas of the Terminal Building.

9.19    Recycling - The Board has implemented a material recycling program which reduces the quantity of waste
        disposed of in landfills and conserves valuable natural resources. Board reserves the right to modify said
        plan from time to time, as it deems necessary, to accomplish its purposes. Airline shall at all times
        comply with the recycling program.

9.20    Parking – Airline’s employees based at Casper/Natrona County International Airport shall park only in the
        designated employee parking lot, or other publicly designated parking areas, whereby said employees
        shall comply with established rules and regulations of such public parking area. Airline’s employees
        based at the Airport shall at all times comply with posted signs regulating the movement of vehicles, and
        shall comply with all rules governing the parking of vehicles in the employee parking lot, including
        payment of any employee parking fees established by the Board.

9.21    Taxes, Licenses, and Permits – Airline shall obtain and keep current all County, State, and Federal
        licenses and permits that may be required in its operation. Also, Airline will bear, pay, and discharge all
        taxes, assessments and levies of every nature and kind which may be taxed, charged or assessed
        lawfully against the Premises and improvements thereon, or which may be lawfully levied or imposed
        upon the leasehold by a governmental agency other than taxes measured by the income on gross or net
        receipts of the Board.

9.22    Gasoline Tax Refunds - Airline agrees that it shall hereafter file with the State of Wyoming all records and
        reports as are required under the laws of the State of Wyoming regarding aviation fuel loaded or used by
        it at the Airport, and at the same time to provide the Board with a copy of all such records or reports.

                                                     Article 10
                                                     Insurance

         Airline shall, at its expense, maintain insurance in full force and effect during the term of this Agreement
in such amounts and coverages as to meet the minimum limits of liability specified below, and insurance shall be

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placed with companies or underwriters authorized to do business in the State of Wyoming satisfactory to Board.
The insurance policies shall be:

10.1     Commercial General Liability with limits no less than $25,000,000 combined single limit per occurrence.
         Such insurance shall include endorsements for bodily injury and contractual liability;

10.2     Comprehensive Airline Liability with limits no less than $50,000,000 for passenger carriers solely
         operating aircraft with a seating capacity of thirty (30) or less passengers, or $100,000,000 combined
         single limit per occurrence, or as otherwise agreed to in writing including, but not limited to, aircraft
         liability, passenger legal liability, premises liability, bag and cargo liability and hull insurance. Such
         insurance shall include endorsements for personal injury and contractual liability; and

10.3     Business Automobile Policy with limits no less than $1,000,000 combined single limit per occurrence.
         This insurance shall cover owned, non-owned, and hired vehicles.

           On the Commercial General Liability and Comprehensive Airline Liability policies, the Board, its appointed
officials, agents and employees shall be named as additional insured under liability coverage and only in respect
to the operations of the named insured and to the extent of the liability assumed by the Airline in the following
Indemnification and Hold Harmless Article, provided that the inclusion of such additional insureds shall not
operate to increase the limits of the insuring company's liability. Airline shall, upon execution of this Agreement,
furnish to the Airport Manager certificates of insurance evidencing coverage effected and to be maintained for the
term of this Agreement. The certificates of insurance shall contain a provision that coverages will not be cancelled
or non-renewed during the term of this Agreement unless at least thirty (30) days prior to the date of such
cancellation, reduction, or other material change written notice has been given to the Board in the manner
specified in this Agreement. Where any policy(ies) has/have normal expirations during the term of this Agreement,
written evidence of renewal shall be furnished to the Airport Manager prior to such expiration. Upon written
request by the Board, Airline shall provide certified copies of the required insurance policies.
           Each party agrees to insure its property against loss covered by the standard fire and extended coverage
policy, and each party hereby waives all claims against the other for loss or damage to the property which each
has hereunder agreed to insure. This waiver includes insurance deductibles and all other forms of self-insurance,
and extends to each party's officers, directors, shareholders, employees, and agents.
           The Board may elect, at its option, to terminate this Agreement upon the cancellation or other termination
of any insurance policy issued in compliance with this Article, unless another policy has been filed and approved
pursuant to this Article, and shall have been in effect at the time of such cancellation or termination.

                                                       Article 11
                                          Indemnification and Hold Harmless

          The Airline agrees to fully indemnify, save and hold harmless the Board, the Natrona County
Commissioners, the Casper/Natrona County Airport Board or its successor, and the officers, agents, and
employees of Natrona County from and against all claims, liabilities, judgments, damages, costs, and all expenses
incidental to the investigation and defense thereof which may accrue against, be charged to, or recovered from
Board, directly or indirectly, by reason of or account of or arising out of death, damages, or injuries to third persons
or their property or damage to the property of the Board caused by the fault, action, non-action, omission, or
negligence of Airline, its agents, or employees and arising out of the use and occupancy of the operations at the
Airport, including acts of joint negligence of the Airline or its agents, but the Airline shall not be liable for any injury
or damage or loss occasioned by the negligence of the Board, its agents or employees. The parties shall give each
other prompt and reasonable notice of any claim made or actions instituted which in any way directly or indirectly
affects or may affect each other or Airline's insured, and each party shall have the right to investigate,
compromise, and defend the same to the extent of its own interests. Board shall have the right, but not the duty
to participate in the defense of any claim or litigation with attorneys of the Board's selection without relieving
Airline of any obligations hereunder. Any final judgment rendered against Board for any cause for which Airline is
liable hereunder shall be conclusive against Airline as to liability and amount. Airline agrees to furnish proper and

                                                                                                                        17
adequate insurance protection to Board, its agents, officers, and employees against any and all claims against
them, which may arise from Airline's use and occupancy of and operations at the Airport, to the extent of Airline's
indemnity obligations and herein before set forth. Airline's obligations herein shall survive any termination of this
Agreement or Airline's activities on the Airport.

                                                       Article 12
                                                  Obligations of Board

         Except as otherwise specifically provided herein, the Board, during the term of this Agreement, agrees to
use its best efforts to maintain and keep the landing field, runways, aprons, taxiways, and all other Airport facilities
in a safe, workable, clean and sanitary condition and in good repair and free from obstruction in accordance with
the Board's FAA approved Airport Certification Manual. The Board also agrees to the following:

12.1     Board shall be responsible for major building structures including overhead door maintenance (exclusive
         of negligent damage caused by Airline), replacement of ballasts and lighting fixtures, repairs and
         replacement at Board’s sole determination to the HVAC, plumbing, electrical systems and other building
         systems, parking lots, ramp areas, common areas, and roof.

12.2     Board will furnish heat and air conditioning at a reasonable comfort level as appropriate for Airline's ticket
         counter and office space in the Terminal Building consistent with the HVAC system’s design. Where
         standard utilities are provided, they are for leased space only. Any special requirements for utilities such
         as, but not limited to aircraft heaters and starters, deicing heaters and pumps, battery chargers, and ice
         machines shall be metered separately and billed directly to Airline.

12.3     Board covenants and agrees not to enter into any lease, contract, or agreement with any other scheduled
         commercial passenger carrier with respect to the Airport containing more favorable terms than this
         Agreement, or to grant to any other scheduled commercial passenger carrier rights, privileges, space use
         rate calculations, or concessions with respect to the Airport which are not accorded to the Airline
         hereunder unless the same terms, rights, privileges, and concessions are concurrently made available to
         the Airline. Board may offer, at Board’s sole discretion, air service establishment or development
         incentives. Said incentives, if offered, will be made available on a non-discriminatory basis for any class
         or category of air transportation operator.

12.4     It is agreed and understood that the ticket counter shells are and shall remain the property of the Board.

12.5     Board agrees to be responsible for the plowing of snow on runways, taxiways, ramp areas, non-exclusive
         use parking lots and public access roads consistent with the priorities established in the Airport Snow and
         Ice Control Plan, and as such plan is modified from time to time.

                                                      Article 13
                                                 Cancellation by Board

          The Airport Manager may cancel this Lease and Operating Agreement, consistent with Federal Law, upon
or after any one of the following events:

13.1     The filing by Airline of a voluntary petition in bankruptcy;

13.2     The institution of proceedings in bankruptcy against Airline and the adjudication of Airline as bankrupt
         pursuant to such proceedings;

13.3     The taking by a court of jurisdiction of Airline and its assets pursuant to proceedings brought under the
         provisions of any Federal Reorganization Act;


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13.4    The filing of any lien against the premises resulting from any act or omission of Airline which is not
        discharged or contested in good faith by proper legal proceedings within fifteen (15) days of receipt of
        actual notice by Airline, unless Airline posts a bond within this time period equal to the amount of the lien;

13.5    The voluntary abandonment by Airline of its operations at the Airport, except in connection with a force
        majeure event, for a period of fifteen (15) days or more;

13.6    The appointment of a receiver of Airline's assets, or any general assignment for the benefit to Airline's
        creditors;

13.7    The divestiture of Airline's estate herein by other operation of law;

13.8    The lawful assumption by the United States Government, or any authorized agency thereof, of the
        operation, control or use of the Airport and facilities, or any substantial part or parts thereof, in such
        manner as to substantially restrict Airline, for a period of at least sixty (60) days, from its Airport operation;

13.9    Airline becomes in arrears in the payment of the whole or any part of the amount(s) agreed upon herein
        for a period of thirty (30) days after the time such payments become due;

13.10   Airline willfully falsifies any of its records or figures so as to deprive the Board of any of its rights under the
        terms of this Agreement; or

13.11   Airline’s air transportation passenger service declines below five (5) scheduled departures per week.

13.12   The material default by Airline in the performance of any agreement required herein, and Airline's failure
        to commence and diligently continue to correct such default within twenty (20) days of written notice,
        unless a shorter time is specified in this Lease and Operating Agreement; provided, however, that no
        notice of cancellation, as above provided, shall be of any force or effect if Airline shall have remedied the
        default prior to receipt of the Airport Manager's notice of cancellation. If payment is not made within the
        required time, a security deposit may be invoked.

         In the event of any default by the Airline, the Board shall have the right to declare this Agreement
terminated. In addition to the termination right described in the preceding paragraph, Board shall have the
following rights and remedies upon default by Airline:

13.13   The recovery of any unpaid rent, fees and other payments due and owing at the time of termination, plus
        any unpaid rent and fees that would have been earned and other payments that would have been made
        if the Agreement had not been breached by Airline.

13.14   The recovery of any damages, costs, fees, and expenses incurred by the Board as a result of the breach
        of the Agreement by Airline.

13.15   The removal of all persons from the Airport, and the removal and storage at Airline’s expense of all of its
        property on the Airport.

13.16   Any other right or remedy, legal or equitable, that Board is entitled to under applicable law.

         Failure of the Airport Manager to declare this Agreement terminated upon the default of Airline for any of
the reasons set out above shall not operate to bar or destroy the right of the Airport Manager to cancel this
Agreement by reason of any subsequent violation of the terms of this Agreement. Further, the acceptance of
rental or fees by the Board for any period after a default of any of the terms, covenants or conditions by Airline
shall not be deemed a waiver of any right on the part of the Airport Manager to cancel this Agreement.


                                                                                                                       19
                                                     Article 14
                                                Cancellation by Airline

         Airline may cancel this Agreement at any time that it is not in default in its obligations by giving the Airport
Manager thirty (30) days written notice to be served as hereinafter provided after the happening of any of the
following events materially impairing the conduct of its normal business from the Airport:

14.1     Issuance by a court of competent jurisdiction of an injunction in any way preventing or restraining normal
         use of the Airport or any substantial part of it and the remaining in force of such injunction for a period of
         thirty (30) consecutive days;

14.2     The inability of Airline or its customers to use, for a period of thirty (30) consecutive days, the Airport or
         any substantial part of it due to enactment or enforcement of any law or regulation, or because of fire,
         earthquake or similar casualty or Acts of God or the public enemy;

14.3     The lawful assumption by the United States Government of the operation, control or use of the Airport or
         any substantial part of it for military purposes in time of war or national emergency for a period of at least
         thirty (30) days; or

14.4     The material default by Board in the performance of any agreement required herein, and Board’s failure
         to commence and diligently continue to correct such default within thirty (30) days of written notice,
         unless a shorter time is specified in this Lease and Operating Agreement; provided, however, that notice
         of cancellation, as above provided, shall not be of any force or effect if Board shall have remedied the
         default prior to receipt of the Airline’s notice of cancellation.

        Failure of Airline to declare this Agreement terminated upon the default of the Board for any of the
reasons set out above shall not operate to bar or destroy the right of Airline to cancel this Agreement by reason of
any subsequent violation of the terms of this Lease and Operating Agreement.

                                                     Article 15
                                                Waiver of Subrogation

         The Board and Airline hereby release each other from any and all responsibility to the other for any
loss of damage to property caused by fire or other peril if the property is insured for such loss or damage in any
policy of insurance, even if such loss or damage is caused by the fault or negligence of the other party or
anyone for whom such party is responsible. Board and Airline agree that to the extent any such policy of
insurance provides a right of subrogation in the insurer, or to the extent a right of subrogation exists
independent of such policy, each will indemnify and hold the other harmless for any loss, claim or expense
suffered as the result of any action taken pursuant to the right of subrogation. To the greatest extent possible,
the Board and Airline will, in furtherance of the intent of this provision, make every effort to obtain from its
insurance carrier a waiver of subrogation for the matters here described in any such policy of insurance.

                                                     Article 16
                                                 No Waiver of Default

         No action whatsoever, except an express written waiver, shall be construed to be or act as a waiver by
Board or Airline of any default by the other in the performance of any of the terms, covenants, or conditions hereof
to be performed, kept, and observed by it. No express written waiver by Board or Airline shall be construed to be
or act as a waiver of any subsequent default by the other in the performance of any of the terms, covenants and
agreements hereof to be performed, kept, and observed by it.



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                                                  Article 17
                                            Remedies are Cumulative

        The rights and remedies hereby created are cumulative and the use of one remedy shall not be taken to
exclude or waive the right to the use of another. The Board shall have the right to pursue any one or all of such
remedies or any other remedy or relief that may be provided by law, whether stated in this Agreement or not.

                                                  Article 18
                                    Damage to Property of Airline and Others

        Board shall have no liability to the Airline or its sublessees, contractors, guests or invitees for any
damage to their property caused by fire, tornado, earthquake, windstorm or other casualty, not for any damage
caused by the act or omission of a third party.

                                                   Article 19
                                        Damage to Premises and Property
                                             by Airline and Others

       If any part of any Airport property is damaged by the act or omission of the Airline, its agents, officers,
employees, contractors, sublessees and subcontractors, the Airline shall pay to the Board, upon demand, any
amount that is necessary to repair or replace the property.

                                                    Article 20
                                                  Subordination

        This Agreement is and shall be subordinate to any existing or future Agreement between the Board
and the United States regarding the operation or maintenance of the Airport.

                                                    Article 21
                                        Governing Law/Venue for Disputes

         This Agreement shall be deemed to have been made in, and shall be construed in accordance with the
laws of the State of Wyoming. Any lawsuit related to or arising out of disputes under this Agreement shall be
commenced and tried in the circuit court of Natrona County, Wyoming, and the Board and the Airline submits
to the exclusive jurisdiction of the circuit court for such lawsuits.

                                                    Article 22
                                                   Counterparts

          This Agreement has been executed in several counterparts, each of which shall be taken to be an
original, and all collectively but one instrument.

                                                     Article 23
                                                    Severability

          In the event that any provisions herein contained is held to be invalid by any court of competent
jurisdiction, the invalidity of any such provision shall in no way affect any other provision contained herein,
provided that the invalidity of any such provision does not materially prejudice either the Board or Airline in their
respective rights and obligations contained in the valid provisions of this Agreement.




                                                                                                                  21
                                                   Article 24
                                            Independence of Contract

         It is further mutually understood and agreed that nothing herein contained is intended or shall be
construed as in any way creating or establishing the relationship of co-partners between the parties hereto, or as
constituting the Airline as the agent or representative or employee of the Board for any purpose or in any manner
whatsoever.

                                                   Article 25
                                            Rights Upon Termination

         Upon expiration or sooner termination of this Agreement, Airline's rights herein shall cease, and Airline
shall immediately surrender the same.

                                                   Article 26
                                    Misrepresentation and Invalid Provisions

         All terms and condition with respect to this Agreement are expressly contained herein, and both parties
agree that no representative or agent of Board or Airline has made any representation or promise with respect to
this Agreement not expressly contained herein.

                                                   Article 27
                                            Survival of Obligations/
                                         Successors and Assigns Bound

         The Airline shall be responsible for the obligations in Article 11, Indemnification and Hold Harmless, in
perpetuity. Additionally, any payment obligation and repair obligation that exists as of the termination or
cancellation of this Agreement shall extend until the obligation is satisfied.
         All of the provisions, covenants, stipulations and agreements in this Agreement shall extend to and bind
the legal representatives, successors and assigns of the respective parties.

                                                  Article 28
                                   Holdover Possession of Premises by Airline

        In the event that Airline should hold over and remain in possession of the Premises after the expiration of
the term of this Agreement or termination for any other cause, such holding over shall be deemed not to operate
as a renewal or extension of this Agreement and shall create a tenancy from month to month which may be
terminated at any time by the Airport Manager or Airline.

                                                   Article 29
                                              Paragraph Headings

        All paragraph and subparagraph headings contained in this Agreement are for the convenience in
reference only, and are not intended to define or limit the scope of any provision.




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                                                   Article 30
                                                    Notices

        Notices to the Board or Airline provided for herein shall be hand delivered or sent by registered mail,
postage prepaid, addressed to:

        Board                                                Airline

        Casper/Natrona County International Airport          Allegiant Air, Inc.
        Attn: Airport Manager                                Attn: Jeff Keating
        8500 Airport Parkway                                 8360 S. Durango
        Casper, WY 82604                                     Las Vegas, NV 89113

or to such other addresses as the parties may designate to each other in writing from time to time, and such
notices shall be deemed to have been given when sent. All invoices shall be sent to the Airline Station Manager.
         All payments shall be made payable to Casper/Natrona County International Airport and sent to the
attention of the Airport Manager at Board's address stated above.

                                                  Article 31
                                            Closing and Signature

        IN WITNESS WHEREOF, the parties have hereunto set their hands this ____day of May, 2009.

In the Presence of:                                Casper/Natrona County International Airport:


____________________________               By      ______________________________________
                                                   Kermit Wille
                                                   Airport Board President


In the Presence of:                                Allegiant Air, Inc.


____________________________               By      _____________________________________


                                                   Article 32
                                                    Exhibits

A       Airport Terminal Building Airline Space Diagram – Ticket Counter, Office, Bag Make-Up Area
B.      Airport Terminal Building Airline Space Diagram – Gate Holding Area
C.      Airport Terminal Building Airline Space Diagram – Baggage Claim Area




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