4-Attachment 2 - Cargo Facility Lease Template.pdf

CARGO DEVELOPMENT GROUND LEASE

AGREEMENT

Between

METROPOLITAN AIRPORTS COMMISSION

And

XXXXXXXXX

Date

Cargo Development Ground Lease Agreement Page 2 of 45 Minneapolis – St. Paul International Airport

Minneapolis-St. Paul International Airport Lease Summary

Type of Agreement Tenant Representative Phone E-Mail Tenant Notice Address

MAC Representative Phone

FAX

E-mail

MAC

Notice Address

Attn: Comm. Mgmt. & Airline Affairs 6040 28th Avenue South Minneapolis, MN 55450

Effective Date Term Leased Premises

Reporting Requirements

To Be Defined for Sections XII & VII-Exhibit E

Taxes

Lessee’s responsibility

Maintenance As described in Exhibit C

Authorized Use(s) The Leased Premises will be used for the design, construction, operation, and maintenance of a full-service Cargo Facility .

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

Cargo Development Ground Lease Agreement Page 3 of 45

TABLE OF CONTENTS

I. DEFINITIONS

II. PREMISES

III. TERM

IV. AUTHORIZED USE

V. RENT, FEES AND CHARGES

VI. GROSS SALES

VII. REPORTS AND AUDITING

VIII. TERMINATION/RELOCATION

IX. CONSTRUCTION AND FINANCIAL COMMITMENT

X. TITLE TO IMPROVEMENTS

XI. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES

XII. MAINTENANCE, REPAIR, AND UTILITIES

XIII. ASSIGNMENT AND SUBLETTING

XIV. VEHICLE AND EQUIPMENT PARKING

XV. LIQUIDATED DAMAGES

XVI. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE

XVII. ENVIRONMENTAL

XVIII. SIGNS

XIX. SECURITY REQUIREMENTS

XX. COMPLIANCE WITH LAWS

XXI. BANKRUPTCY

XXII. MAC'S RIGHTS UPON DEFAULT

XXIII. RIGHT OF ENTRY

XXIV. QUIET ENJOYMENT

XXV. FAA REQUIRED CONTRACT PROVISIONS

XXVI. GENERAL PROVISIONS

EXHIBITS

Exhibit A - Leased Premises Exhibit B – Maintenance Responsibility Matrix Exhibit C – Certificate of Occupancy Exhibit D - Construction Progress Deadlines Exhibit E – Reporting Requirements

Cargo Development Ground Lease Agreement Page 4 of 45

METROPOLITAN AIRPORTS COMMISSION

CARGO DEVELOPMENT GROUND LEASE AGREEMENT

This Cargo Development Ground Lease Agreement (this “Agreement”) is effective the XXX day of Month, Year (“Effective Date”) between the Metropolitan Airports Commission, a public corporation under the laws of the State of Minnesota (“MAC” or “Lessor”) and XXXXXX.

(“Tenant” or “Lessee”), incorporated in the state of XXXXX.

WHEREAS, MAC owns and operates Minneapolis-St. Paul International Airport (“Airport”); and

WHEREAS, MAC owns certain real property more particularly described in Exhibit A, consisting of approximately 472,000 Square Feet located on the western portion of the Airport property ("Premises") ; and

WHEREAS, In May 2026, MAC issued the RFP requesting proposals for the development of an on-site Cargo Facility at the Airport.

WHEREAS, Lessee desires to lease the Premises for the construction, operation, maintenance, repair, and replacement of improvements, as defined below, to be used as an air cargo facility and for other related aeronautical uses as set forth herein.; and

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

I. DEFINITIONS

a. “Agreement Year”: Each twelve (12) month period from January 1 to December 31 of each calendar year.

b. “Airport”: The Minneapolis-St. Paul International Airport.

c. “Alterations”: Any addition to, Refurbishment of or other capital improvement to or modification of the Leased Premises or the Leasehold Improvements.

d. “CMAA Director”: The Director of Commercial Management & Airline Affairs, or a designated representative.

e. “Construction Progress Deadlines”: As defined in Exhibit D.

f. “Date of Beneficial Occupancy”, “DBO”: The date Lessee substantially completes the

Leasehold Improvements and is issued a final Certificate of Occupancy by the MAC Building Official.

g. “Delay Damages”: As defined in Section III.C.

h. “Development Agreement ”: The Development Agreement –MSP Cargo Facility between

Cargo Development Ground Lease Agreement Page 5 of 45

XXXXX and MAC dated as of XXXXXX, as amended.

i. “Drawings”. As defined in Section IX.

j. “ENERGY STAR Score” means the 1–100 ENERGY STAR® score as calculated by Portfolio Manager for the applicable building type.

k. “Executive Director/CEO”: MAC’s Chief Executive Officer/CEO or a designated representative.

l. “Facility”: Lesse constructed new cargo facility on Ground Area to be used for the Authorized Use

m. “FF&E”: Moveable furniture, fixtures, or other equipment that have no permanent connection to the structure of a building or utilities.

n. “Force Majeure”: An event or occurrence specified in Section XXVI M.

o. “Leased Premises”: As defined in Section II.

p. “Leasehold Improvements”: Refers collectively to all items located on and within the Leased Premises including without limitation the cargo facility to be constructed upon the Leased Premises in accordance with the terms hereof and all appurtenances thereto including FF&E and all other improvements unless specifically excluded.

q. “MAC”: The Metropolitan Airports Commission, a public corporation of the State of

Minnesota, owner and operator of the Minneapolis-St Paul International Airport, and its designated representatives.

r. “MSP”: The Airport.

s. “Portfolio Manager” means the U.S. EPA ENERGY STAR® Portfolio Manager benchmarking platform (or any successor platform).

t. “Rent”: As defined in Section V.

u. “Response”: All documents submitted by XXXXX in response to the RFP, including, but not limited to, the bound submitted response of XXXXXXX.

v. “RFP”: The Notice of Request for Proposals for a Cargo Facility (“Facility”) at the

Minneapolis-St. Paul International Airport issued by MAC on XXXXX including any and all addenda, attachments, and/or subsequent notices of clarification.

w. “Security Deposit”: As defined in Section V.E.

x. “Term”: As defined in Section III.

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y. “TSA”: Transportation Security Administration or any successor agency responsible for

Airport security.

z. “Utility”: Any supplier of natural gas or electricity to MAC, including, but not limited to, Xcel Energy and CenterPoint Energy, their successors and assigns

II. PREMISES

MAC hereby leases to Lessee that certain parcel of land containing approximately 472,000 square feet (the “Premises”), as generally depicted on Exhibit A attached hereto. The square footage referenced herein is an estimate for leasing and planning purposes only.

Following completion of a survey of the final developed parcel, the actual rentable square footage of the Premises (the “Final Square Footage”) shall be determined based on such survey. Upon determination of the Final Square Footage, this Lease shall be automatically amended to replace the estimated square footage with the Final Square Footage for all purposes, including calculation of rent and any other charges based on area.

III. TERM

A. Effective Date This Agreement shall be effective on the date executed by both parties (hereinafter

“Effective Date”).

B. Lease Term Notwithstanding the Effective Date of this Agreement, the Lease Term shall commence on the earlier of XXXXXX or the DBO and shall expire XXXX years beyond the start of the Lease Term. The DBO shall be the first calendar day of the month after the date on which Lessee substantially completes the improvements and delivers to MAC a Final Certificate of Occupancy issued by the MAC Building Official. Upon receipt by MAC, a copy of the Final Certificate of Occupancy will be attached as Exhibit C to the Agreement.

C. Delay Damages Subject to Section III.E, in the event the Cargo Facility does not achieve DBO or meet Construction Progress Deadlines on or before the dates as defined in Exhibit D, and MAC is in full compliance with all its material obligations under this Agreement, then Lessee shall continue the installation work and shall pay liquidated damages (“Delay Damages”) to MAC in amounts and for the time periods specified in Section XV for such delay and not as a penalty. Delay Damages shall begin to accrue on the day following the relevant deadline and continue daily until the earlier of (i) the DBO is achieved or the progress required by the relevant Construction Progress Deadline is achieved, whichever is

Cargo Development Ground Lease Agreement Page 7 of 45 appropriate, or (ii) the date on which Lessee owes MAC a cumulative amount of Delay Damages of $25,000.00.

D. Right to Terminate If, subject to Section 2.E, 1) Cargo Facility has not achieved DBO by the Commercial Operations Date as set forth in Section 2.B, and Lessee has not submitted to MAC within sixty (60) days after DBO a written plan for remedial action reasonably acceptable to MAC, or 2) if MAC has approved the written plan for remedial action described in clause 1 of this Section 2.D and Lessee fails to timely achieve DBO in accordance with said approved written plan, then in either case MAC shall have the right to terminate this Agreement by providing 30 days’ notice to Lessee. Neither Party shall have any liability to the other Party with respect to such termination, except for Lessee’s obligations to (a) pay to MAC any accrued and unpaid liquidated damages for delay through the date of termination;

(b) at MAC's request, remove all of its equipment from and restore the Leased Premises; and (c) as otherwise specifically set forth in this Lease.

E. Force Majeure Delay in DBO

A delay in achieving DBO is excusable only if caused by a Force Majeure event as defined in Section XXVI.M, and not excluded under Section XXVI.M. If Lessee notifies MAC of such an event, the terms of this Agreement relating to time of performance with respect to Commercial Operations shall be suspended during the continuance of the event.

IV. AUTHORIZED USE

Lessee shall have the privilege and obligation to use the Leased Premises for the design, construction, operation, and maintenance of a full-service Cargo Facility .

Lessee may use the Leased Premises in support of its and any affiliated companies’ on-Airport cargo operations for the purposes of this Agreement. Lessee shall not use the Leased Premises for any other purpose without the prior written consent of MAC’s Executive Director or his designee and any other applicable requirements.

Except as otherwise expressly set forth in Section XIII., Lessee may not enter into any sublease without the prior written approval of MAC. No sublease shall relieve Lessee of any liability, obligation, or responsibility resulting from a breach of this Agreement.

The Leased Premises shall not be used for any purpose other than those permitted by this Agreement without the prior written consent of MAC.

V. RENT, FEES AND CHARGES

A. Ground Rent Beginning on the Effective Date, Tenant shall pay the then current monthly ground rent set forth in MAC Ordinance 121, or as amended, in advance on the first day of each month, without demand or invoice. Ground rent rate changes will be rounded to the nearest whole penny. The ground rental rates listed below

Cargo Development Ground Lease Agreement Page 8 of 45 are the rates in effect as of May 1, 2026.

LEASE AREA AREA (s.f.) RATE ANNUALLY MONTHLY

Ground Area 472,000* $0.53 $250,160.00 $20,846.67

* Subject to calculation of Final Square Footage as described in Section II

B. Indirect Cost Recovery Beginning on the Effective Date, Tenant shall pay an Indirect Cost Recovery charge as specified below, in advance on the first day of each month, without demand or invoice.

DESCRIPTION AREA (s.f.) RATE ANNUALLY MONTHLY Ground Area 472,000* $0.47 $221,840.00 $32,253.33

* Subject to calculation of Final Square Footage as described in Section II Effective on each January 1, 2027, and each subsequent January thereafter, rent pursuant to this Paragraph 4 (C) shall increase 2.5% above the previous year’s rent.

C. Percentage Rent Lessee shall pay MAC XXXX (XX%) of Lessee’s Gross Receipts as defined in Section VI of this agreement (“Percentage Rent”). Such Percentage Rent is due and payable by the 20th day of the month for the preceding month’s activity without invoice.

D. Ramp Fees Effective January 1, 2026, and each subsequent calendar year, Lessee’s Ramp Fees for aircraft parking shall increase based on the prior year’s Ramp Fees plus three percent (3%).

Parking for all aircraft shall be billed at the hourly rate according to the chart above.

If Lessee’s or Lessee Tenant’s Cargo Carriers utilize an aircraft parking position ten

(10) times or more in one (1) calendar month, payment for such parking shall be at the Aircraft Parking rate. In order to qualify for the “Category I or smaller” rate, all of Lessee’s Cargo Carrier’s aircraft must meet FAA approved maximum certificated gross landing weight less than 80,000 pounds. In the event that Lessee’s Cargo Carriers use a mixed fleet of aircraft, Lessee shall (1) pay the “Larger than Category I” Aircraft Parking rate; or (2) pay the “Category I or smaller” Aircraft

A/C Type and Size

2026 Aircraft Parking

Ad Hoc Aircraft Parking <10x/mo

Larger than Category I $8,668.25/mo $36.88/hr Category I or smaller $1,733.65/mo $36.88/hr

Cargo Development Ground Lease Agreement Page 9 of 45

Parking rate in addition to the hourly rate for any non-qualifying aircraft depending on the size of the aircraft.

Use of a parking position simultaneously with use of a single position will result in additional charges. Operation of a 2nd aircraft simultaneous with operation of the aircraft in a single aircraft parking position will result in an ad hoc hourly parking charge regardless of aircraft size. In the event such ad hoc activity occurs simultaneously more than 10 times per month, the monthly charge described above shall apply based on aircraft size. In the event a second aircraft arrives at a time when the first aircraft is not present, that aircraft may operate within the same position paid for on a monthly basis and not be subject to additional charges.

E. Security Deposit At all times during the Term of this Agreement and any holdover periods, Lessee shall maintain with MAC a security deposit (“Security Deposit”) of $100,000, in the form of an irrevocable letter of credit or a bond from a lending institution, in a form reasonably acceptable to MAC. The deposit will be returned to Lessee when this Agreement is terminated unless MAC chooses to apply it to unpaid rent or other damages. Lessee’s Security Deposit will accrue no interest.

If Lessee defaults with respect to any provision of this Agreement, MAC may use, apply or retain all or any part of Lessee’s Security Deposit for the payment of rent or any other sum in default and any amounts MAC may spend by reason of Lessee’s default to the full extent permitted by law. If any portion of Lessee’s Security Deposit is so used, Lessee shall, within thirty (30) days after written demand therefore, deposit with MAC, in a form acceptable to MAC, an amount sufficient to restore Lessee’s Security Deposit to the aforementioned amounts, and Lessee’s failure to do so shall be a material default and breach of this Agreement.

MAC shall not be required to keep any security deposit separate from its general funds and Lessee shall not be entitled to protest on any such deposit.

F. Method of Payment

All payments by Lessee under this Agreement shall be made by electronic funds transfer (“EFT”). As used in this Agreement, the t s transfer and may also include the payment information transfer.

G. No Abatement

The rent and any other payment obligations shall be paid by Lessee without set-off, notice, deduction demand or abatement except as otherwise specifically provided herein.

H. Late Fees Lessee shall pay a penalty for late or delinquent payments during the term of this Agreement of eighteen percent (18%) per annum on the balance of the unpaid amount, calculated from the date the amount was due until the close of the business

Cargo Development Ground Lease Agreement Page 10 of 45 day upon which the delinquent payment was received by MAC.

I. Taxes and Other Charges Lessee will pay all taxes, assessments, license fees, or other charges that may be levied or assessed during the term of this Agreement upon or against any leasehold interests, improvements, or associated equipment on the Leased Premises, or on account of the transacting of business thereon by Lessee, it being understood that Lessee retains the right to contest any taxes so levied or assessed. Taxes levied by reason of occupancy hereunder shall be in addition to rent paid to MAC under this Agreement. Lessee shall obtain and pay for all permits, licenses, or other authorizations required by authority of law in connection with the operation of its business at said Airport.

VI. GROSS SALES

The Term "Gross Sales" shall mean the total amount of rent and other monies paid to Lessee, earned by Lessee, or received by Lessee from the leasing and operations of the completed cargo facility for cash, credit, or other form of payment, in its performance of its business on Airport Property, including but not limited to:

A. Items Included in Gross Sales

• Income from subleases, licenses, or other agreements for occupancy or use of the

Premises or improvements;

• Revenue derived from use of improvements, equipment, or facilities located on the Premises.;

• Any service fees, access fees, handling charges, throughput fees, or similar user charges charged by Lessee to its Subtenants.;

• Any amount charged by Company as a pass-through fee to Subtenants; and

• All extra additional charges not expressly excluded under this provision, B. Items Excluded from Gross Sales

Exclusions. For the purpose of ascertaining the amount of Gross Sales upon which the payment of Percentage Rent is to be computed, the following actual documented costs may be excluded or deducted from Gross Sales:

• Security deposits received by Lessee, if any;

• Any Federal, State, County, or City sales or other similar taxes or surcharges separately stated to and collected from Lessee Subtenants;

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• Insurance proceeds received for damage or destruction of improvements (except business interruption proceeds);

• Loan proceeds, capital contributions, or equity investments

• Transfers between Lessee and its affiliates that do not constitute revenue from business operations on the Premises.

• Rebates or credits received from vendors or suppliers not directly tied to revenue-generating transactions.

VII. REPORTS AND AUDITING

A. Monthly Reports On the fifteenth (15th) day of the month following the Rent Start Date and on the fifteenth (15th) day of each month thereafter through and including the month following termination of this Agreement (“Payment Day”) during the Term, including any holdover period, Lessee shall submit to MAC, electronically at MAC’s option, through its Director of Finance, a statement (“Sales Statement”), in a form satisfactory to MAC, substantiating the Gross Sales and other pertinent sales-related information for the preceding calendar month and the cumulative Gross Sales from all such activities, from the date of commencement of the calendar year for which the report is made through the last day of the preceding month, accompanied by payment. MAC reserves the right to prescribe and revise the format of the Sales Statements at any time.

Lessee shall on or before the fifteenth (15th) day of each and every calendar month during the term hereof submit an extract of the Lessee or Lessee’s Subtenants detailed general ledger transactions listing each entry on the general ledger accounting system. Transaction listings should be specific to each cargo building tenant and include all general ledger accounts and available data fields in each transaction for the preceding calendar month in a format acceptable to MAC, including subtenants. Files should be provided electronically to MAC at mspreports@mspmac.org. Lessee shall also provide a complete and current detailed chart of accounts for all general ledger accounts at MAC's request.

The foregoing rental payments by Lessee shall be subject to readjustment within ninety (90) days after the end of each calendar year and after the approval of the MAC Finance Department, so that at the end of each and every such year, Lessee shall have paid to MAC the proper amount of rent for that year as set forth above.

At the end of each year during the Term of this Agreement and any holdover period, Lessee shall provide to MAC an annual report pursuant to subsection B.

below, stating that the rental fee and any other amounts paid pursuant to this Agreement were made in accordance with the terms of this Agreement. Such statement shall also contain a summary of the Gross Sales, by month as shown on the books and records of Lessee and Lessee’s Subtenants and which were used by Lessee to compute the payments made to MAC during the period covered by such

Cargo Development Ground Lease Agreement Page 12 of 45 statement. Upon request, Lessee shall, in a timely manner, furnish a complete list of all transactions comprising the Gross Sales for any month. Any overpayments by Lessee shall be credited to its next rental payment (or refunded if applicable to the last year of the Term), and any underpayments shall be paid to MAC within said ninety (90) day period.

Lessee shall comply with all requirements under this Section or Lessee will incur liquidated damages as referenced in Section XV of this Agreement.

B. Annual Reports At the end of each calendar year, Lessee shall submit to MAC a detailed statement of Gross Sales, rents payable, rents due from the Lessee for the preceding calendar year, and any other information requested by MAC, in a form acceptable to MAC.

Annual reports shall be submitted to the address provided in Section XXVI.O.

“Notices” of this Agreement.

Such statement shall be certified as correct by an authorized representative of Lessee and be accompanied by Lessee’s payment covering any underpayment between payment made during the year of previous operation and payment due for such year of operation.

C. Audit

1. Audit Findings At any time upon ten (10) days written notice, MAC reserves the right to audit the books and records of Lessee relating to operations at the Leased Premises for the purpose of verifying Gross Sales for any period within six (6) years prior to the beginning date of such audit. Lessee will be provided with a copy of the results of any audit. If, as a result from such audit, it is established that there has been an understatement of the Gross Sales received from all operations at the Leased Premises by three percent (3%) or more (after the deductions and exclusions allowed in this Agreement) the entire reasonable expense of such audit and applicable attorney’s fees shall be borne by Lessee. Any additional monies due as a result of the audit shall be paid by Lessee to MAC with interest at eighteen percent (18%) per annum from the date such additional monies became due. If Lessee has overpaid rent, MAC will credit the amount of the overpayment against future rent payments. A second audit during the Term that shows an understatement of Gross Sales by three percent (3%) or more will be considered an event of default, with the potential for termination by MAC as defined in Section XXII of this Agreement.

Lessee shall comply with all requirements under this Section or Lessee will incur liquidated damages as referenced in Section XV. of this Agreement.

2. Provision of Audit Workspace Lessee agrees to provide appropriate workspace to conduct the audit and free access to copiers, fax machines and other needed office equipment.

Lessee will also make the requested original books and records available

Cargo Development Ground Lease Agreement Page 13 of 45 within ten (10) working days from the date of written request by MAC's representative (“MAC auditor”) and will freely lend its own reasonable assistance in conducting the audit. Such records shall be provided to MAC auditor in the Minneapolis-St. Paul metropolitan area for inspection during business hours. Lessee agrees that in the event that the requested documentation is not provided within thirty (30) working day period, Lessee shall bear the expense of MAC auditors to travel to and return from the location(s) where such records are maintained to conduct the audit. Such expenses will include transportation, lodging, food and other out-of-pocket expenses for the full duration of the time needed to complete the audit.

3. Survival of Lessee’s Duties and MAC’s Rights Lessee and Subtenant’s duty to maintain books and records and MAC’s rights under this Agreement to inspect and audit the books and records of Lessee shall survive the expiration or earlier termination of this Agreement.

4. General Ledger Sales Transactions Lessee shall, within seven days of a written request by MAC, submit an extract of Lessee and Lessee’s Subtenants detailed general ledger sales transactions listing each sales entry on the general ledger accounting system for the period specified by MAC. Transaction listings must be specific to Lessee and Lessee’s Subtenants units and include all general ledger accounts available data fields in each transaction in a format acceptable to MAC for each of the Lessee’s and Lessee’s units.

Files should be provided to MAC electronically at mspreports@mspmac.org.

VIII. TERMINATION

A. Termination Rights In the event MAC in its sole discretion shall desire to lease, utilize or develop all or any portion of the Leased Premises for any purpose which is inconsistent with this Lease (including, without limitation, the construction or development of runways or other Airport improvement), MAC shall have the right in its sole discretion to terminate this Lease upon not less than eighteen months (18) months, written notice to Lessee.

B. Termination Payment In the event MAC shall terminate this Lease pursuant to Section VIII, MAC shall pay to Lessee within thirty (30) days after the date Lessee shall surrender the Leased Premises to MAC in the condition required pursuant to this Agreement, the Agreement Termination Amount in effect on the effective date of such termination with respect to each element or portion of the Leasehold Improvements.

C. Agreement Termination Amount The Agreement Termination Amount shall be applicable to improvements

Cargo Development Ground Lease Agreement Page 14 of 45 constructed on the Leased Premises and paid for by Lessee. Such Agreement Termination Amount shall be the unamortized costs of improvements constructed at Lessee expense, assuming the full amount of the initial capital cost (not including cost of personal property, trade fixtures or items Lessee can remove from the improvements or Leased premises) of improvements as if fully amortized over a period from the Date of Beneficial Occupancy for the initial improvements and the date of substantial completion for other improvements through the end of the term of this Agreement, on a straight-line basis with no interest. The parties agree that Lessee is not entitled to any Termination Amount for improvements financed by MAC. This Section constitutes all compensation to which Lessee is entitled in the event of termination. Lessee shall have the right to remove personal property and trade fixtures not financed by MAC. Lessee shall provide MAC with the certified costs for each improvement within sixty (60) days of substantial completion of improvements and copies of MAC’s written approval for the construction of such improvements that was received prior to the construction of said improvements.

MAC will not pay any Termination Amount for improvements for which certified costs accompanied by a copy of MAC’s approval is not provided.

D. Effect Such termination shall occur on the effective date thereof with the same force and effect as if such effective date were the scheduled expiration date of this Lease.

IX. CONSTRUCTION AND FINANCIAL COMMITMENT

A. Installation/Construction The Leased Premises shall be delivered to Tenant in its current condition.

Subject to the obligations of the MAC herein, all improvements required to accommodate Tenant’s operations will be the responsibility of Tenant and must be in compliance with building codes, ordinances, or regulations and orders of any lawful authority applicable to the Leased Premises.

Tenant is responsible for obtaining the necessary building permits for new construction and any improvements installed by Tenant from the MAC Building Official. The MAC Building Official can be reached at 612-467- 0426. The cost of installation of (a) the Tenant’s equipment and (b) any alterations requested by Tenant and approved by MAC to the Leased Premises, including electrical, shall be made at Tenant’s sole cost and expense. New construction, all installations impacting a building and improvements and alterations to the building(s) and/or its structural or mechanical elements shall comply with the applicable provisions of MAC’s Design and Construction Standards as reasonably interpreted and administered by the MAC Building Official, and plans and specifications therefor shall be submitted for written review and approval by the MAC Building Official, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall also provide to MAC (a) for all improvements over $175,000.00, unless waived by MAC, a bond or other

Cargo Development Ground Lease Agreement Page 15 of 45 security in amount, form and with a surety satisfactory to MAC and that complies with Minn. Stat. §574.26, conditioned for the commencement and completion and payment for such work, and against loss or damage by reason of mechanics liens, and (b) evidence of an insurance policy protecting MAC from liability to persons or property for damages arising out of the contemplated work. No changes or installations shall be made to MAC facilities without a MAC issued construction permit to the extent a permit is required for such changes or installations. Tenant is responsible for all clean-up of construction materials, debris and packaging associated with Tenant’s construction or installations. Tenant shall do or cause the work to be done in a good and professional manner and to be completed within a reasonable time.

MAC acknowledges and agrees that, subject to compliance with the foregoing paragraph, Lessee can construct, a new cargo facility on Ground Area to be used for the Authorized Use (the “Facility” MAC shall reasonably cooperate with Lessee and its contractors with respect to construction of the New Facility.

Tenant shall, at its sole cost and expense, deliver to MAC a complete set of “as-built” drawings and specifications for any improvements, alterations, or additions constructed by Tenant on the Premises. Such “as-built” drawings shall be prepared by a licensed architect or engineer and shall accurately reflect the final constructed condition of the improvements, including all structural, mechanical, electrical, and plumbing systems. Tenant shall provide these drawings to Landlord in digital format (CAD or other format reasonably acceptable to Landlord) no later than one hundred twenty (120) days following the date of substantial completion of the applicable work (“Drawings”).

B. Permits Tenant shall maintain in force and effect all permits, licenses, agreements and similar authorizations required to use the Leased Premises. Tenant’s failure to maintain such permits, licenses, agreements and similar authorizations shall not relieve Tenant from the performance of its obligations under this Agreement.

C. Liens

Tenant shall: 1) keep the Airport and the Leased Premises free and clear from all liens for labor performed and materials furnished on behalf of Tenant under this Agreement; 2) defend, at Tenant’s cost, each and every such lien asserted or filed against the Airport and the Leased Premises or against this Agreement due to any improvement on behalf of Tenant on the Leased Premises and pay each and every judgment resulting from such lien to the extent such lien is claimed by, through or under Tenant and is related to Tenant’s operations hereunder; and 3) indemnify and hold harmless MAC

Cargo Development Ground Lease Agreement Page 16 of 45 from each and every claim, demand, action, and cause of action (including attorneys’ fees), arising out of or in connection with any act or omission of Tenant or of any agent, employee, or contractor of Tenant in connection with the removal, erection alteration, enlargement, or extension of any building, structure or improvement on the Leased Premises, arising out of or connected with the assertion or filing of any such lien on the land or against any building, structure or improvements.

X. TITLE TO IMPROVEMENTS

All improvements and alterations (including without limitation Tenant’s trade fixtures) to the Leased Premises made by Tenant will be paid for by Tenant.

Trade fixtures, equipment, and personal property installed by Tenant shall remain the property of Tenant. The buildings and improvements or alterations to the buildings or structures shall remain the property of MAC. Tenant shall within thirty (30) days from the expiration or termination of this Agreement, remove its trade fixtures, equipment, and personal property from the Leased Premises. In addition to any other remedies available to MAC, any improvements or personal property (other than aircraft or GSE equipment) that remain on the Leased Premises after this time shall become the property of MAC, subject to MAC’s approval.

XI. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES

A. Repair and Replacement

Should the Leased Premises or Leasehold Improvements, or any part of them, be destroyed or damaged in any respect, whether by earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty or event, (a) Lessee shall promptly notify Lessor of such damage or destruction, (b) whether or not insurance proceeds are or will be available therefor and without regard to the sufficiency thereof, Lessee shall, at its sole cost and expense, proceed with diligence to rebuild, replace and repair the Leased Premises and Leasehold Improvements in such manner as to restore the same to substantially the same or better condition and equivalent or better value as existed immediately prior to such casualty or event (and failure of Lessee to pay for such costs in excess of available insurance proceeds shall constitute a default under this Agreement), and (c) there shall be no abatement, reduction or suspension of Rent.

Lessee shall commence restoration of the Leased Premises and Leasehold Improvements as soon as reasonably possible, and in any event within ninety (90) days following the date of the casualty (or if such 90-day period is not practicable as soon as reasonably practicable thereafter but in any event no later than 180 days following the date of the casualty or event). All such rebuilding, replacing and repairing shall be carried out as an Alteration in accordance with the terms, conditions and provisions of Section IX above, provided, however, that if the aggregate cost of the same exceeds $250,000, then all insurance proceeds, and Lessee’s funds in excess of insurance proceeds that may be required to complete

Cargo Development Ground Lease Agreement Page 17 of 45 any such restoration, shall be deposited by Lessee with and disbursed through an escrow agent acceptable to Lessor and Lessee, or absent their agreement, the title company (or its successor) that issued Lessor’s policy of title insurance on the Property. If Lessee fails to repair or replace such damage or casualty to the Leased Premises and Leasehold Improvements in accordance with a schedule approved by MAC (which such approval shall not be unreasonably withheld, conditioned or delayed) and provided that this Agreement has not been canceled pursuant to the terms hereof, MAC may make such repairs or replacement and recover from Lessee the cost and expense of such repair or replacement, plus five (5%) percent thereof, plus additional interest at the lesser of eighteen percent (18%) per year or the highest rate allowed by law, accruing beginning on the date such expenses are incurred.

B. Application of Insurance Proceeds

The proceeds of Lessee’s property insurance on the Leased Premises and Leasehold Improvements shall be applied to the cost of the repairs and replacement of the Leased Premises and Leasehold Improvements described above.

C. Exceptions from Liability

Except as set forth herein, MAC shall not be liable or responsible to Lessee for any damage or destruction to Lessee's property from any cause other than its own intentional or negligent acts.

D. Option to Terminate Following Substantial Casualty To the extent a Substantial Casualty (as hereinafter defined) occurs following the tenth (10th) anniversary of the Commercial Operation Date and notwithstanding reasonable commercial efforts by Lessee, the leasehold mortgagee does not make the casualty insurance proceeds available for rebuilding and restoration of the Leasehold Improvements, then upon written notice to MAC from Lessee to be delivered within ninety (90) days from the date of the occurrence of said Substantial Casualty ("Casualty Termination Notice"), Lessee may elect to terminate this Agreement. The Casualty Termination Notice must be so delivered to MAC within said 90-day period or the right of Lessee to terminate this Agreement as a result of said casualty shall be deemed waived. Within thirty (30) days of receipt of a Casualty Termination Notice, MAC may deliver to Lessee a notice requiring Lessee to remove all Leasehold Improvements from the Leased Premises at Lessee’s cost in connection with, and as a condition to, any such termination and Lessee shall be obligated to remove the same prior to the effective date of said termination. For purposes of this Agreement, the term "Substantial Casualty" means a casualty (A) resulting in loss or damage to the Leasehold Improvements (A) in an amount equal to greater than fifty percent (50%) of the then current fair market value thereof, and (B) that would take more than one hundred eighty (180) days to rebuild, replace and repair.

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XII. MAINTENANCE, REPAIR, AND UTILITIES

A. Maintenance by MAC and Lessee MAC and Lessee’s maintenance responsibilities for the Exclusive Leased Premises, and Aircraft Ramp Areas shall be in accordance with Exhibit B and as further defined in this Section XII. Any changes to those responsibilities must be incorporated as an amendment to this Agreement excluding the exercise of Lessee’s rights with respect to snow removal services as set forth below in Section XII.C.

For items not specifically identified on Exhibit B, within this Section XII, or expressly identified elsewhere in this Agreement, Lessee shall be responsible for the maintenance, repair and replacement.

MAC by its authorized officers, employees, agents, contractors, subcontractors, or other representatives, shall have the right upon reasonable prior notice (at least 48 hours unless an emergency) to enter the Leased Premises to inspect such space to determine whether Lessee has complied and is currently in compliance with the terms and conditions of this Agreement. Upon reasonable notice to perform such maintenance, cleaning, or repair as MAC’s Executive Director or a designated representative deems necessary, if Lessee fails to perform its obligations under this Section XII within a reasonable time period after receipt of written demand from MAC, then MAC may, with at least ten (10) days’ additional prior written notice to Lessee, perform such work and charge Lessee to recover the actual and reasonable cost of such maintenance, cleaning, or repair from Lessee.

B. Condition of Leased Premises

Except for MAC’s obligations and as may be otherwise expressly set forth in this Agreement, Lessee at all times at its own costs and expense shall take good care of the Leased Premises and the improvements located thereon and shall keep and maintain the same in good order and repair and in a clean and neat condition.

If Lessee fails to keep and preserve the Leased Premises in the state and condition required by the provisions of this Agreement after receipt of written demand from MAC, then MAC, at its option, with at least ten (10) days’ additional prior written notice to Lessee, may put or cause the same to be put in the condition and state of repair agreed upon, and in such case, Lessee, on demand, shall pay the actual and reasonable costs thereof, plus an amount equal to fifteen percent (15%) of such expenditures for overhead and supervision.

Lessee agrees to take good care of the Leased Premises and to return the same at the expiration or sooner termination of this Agreement in good order and condition, excepting ordinary wear and tear, casualty, and outstanding obligations of MAC.

C. Ramp Maintenance, Repair and Snow Removal

MAC shall be responsible for routine maintenance, operation, repairs and replacement on the Aircraft Ramp Area of the Premises and common use taxi lanes

Cargo Development Ground Lease Agreement Page 19 of 45 in accordance with Exhibit B. MAC shall use reasonable efforts not to interfere with Lessee’s business operations when performing such obligation. MAC shall provide equipment and labor to fulfill these responsibilities in keeping with Lessee’s operational needs in a reasonable manner.

MAC shall perform all snow removal, sanding and salting but subject to Lessee’s rights thereunder. To the extent that MAC performs such services, Lessee shall reimburse MAC the proportionate share annually by dividing the total cost by the exclusive-use ground leased premises of the Facility. Lessee shall pay MAC within thirty (30) days of the invoice date at the conclusion of each snow season.

D. Costs of Repair and Maintenance

The allocation of repair and maintenance costs set forth above in this Section VIII is subject to Section XIV.A below.

E. Utilities It will be Lessee’s responsibility to bring all utilities to its leased space. Lessee must install a meter for all utilities including a separate meter for the Facility. Lessee is responsible for the direct payment of all utilities.

MAC reserves the right to cut off and discontinue any or all utility services in an emergency and/or when necessary to make repairs, but with as little interruption to the business of Lessee as is reasonable under the circumstances. No such action by MAC shall be construed as an eviction or disturbance of possession, or as an election by MAC to terminate this Agreement, nor shall such action by MAC subject MAC to any liability to Lessee or any other person or entity. In no event shall MAC be liable to Lessee or any other person or entity for any loss, damage or expense which may be sustained for any interruption or failure in the supply of such utilities caused by fire, other casualty, accident, riot, strike, act of God, the making of necessary repairs, or by any cause beyond MAC’s control.

MAC may reduce the quantity and quality of all utility services and impose such regulations as MAC deems necessary in order to conserve energy, if such action is pursuant to any governmental regulation or requirement. “Utility services” include, but are not limited to, heat, cooling, electricity, water, and all of the sources of energy needed to provide same.

1. Utility Data; Access and Delivery

(i) Reasonable Requests. Upon Lessor’s reasonable request, Lessee shall promptly (and in any event within thirty (30) days) provide Lessor with complete and accurate utility usage data for the Building, including monthly consumption, demand, and cost information for electricity, natural gas, district energy, water, and sewer.

(ii) Format and Sharing. Lessee shall (A) maintain utility data in a commercially

Cargo Development Ground Lease Agreement Page 20 of 45 reasonable, electronic format (e.g., .csv or Portfolio Manager export) and (B) enable automated data feed from applicable utilities to Portfolio Manager where available. Lessee shall grant Lessor read only sharing access to the Building record(s) within Portfolio Manager for continuous benchmarking.

(iii) Authorizations. Lessee shall execute any consents required by utilities or service providers to release interval and monthly data to Portfolio Manager and/or Lessor.

(iv) Confidentiality. Lessor shall treat utility data as confidential information under this Lease; provided, Lessor may use or disclose aggregated, anonymized data for reporting, regulatory, or sustainability purposes.

2. ENERGY STAR Participation and Performance Standards

(i) Program Participation. Lessee shall enroll the Building in the ENERGY STAR program via Portfolio Manager no later than ninety (90) days after the Operations Commencement Date and shall maintain active enrollment thereafter.

(ii) Year 3 Target. Lessee shall achieve a minimum ENERGY STAR Score of seventy-five (75) for the Building by the end of Year 3 of operations (measured from the Operations Commencement Date).

(iii) Ongoing Minimum. Beginning in Year 4 of operations, and for each Lease Year thereafter, Lessee shall maintain a minimum ENERGY STAR Score of seventy

(70) on an annual basis.

(iv) If ENERGY STAR revises its scoring method, conversion factors, or peer group definitions in a way that materially changes the Building’s ENERGY STAR Score without a change in the Building’s actual energy use or operations, the Parties shall meet in good faith to adjust the performance targets accordingly. Lessee will not be in default solely due to such methodology change.

(v) Annual Reporting to MAC. Lessee shall complete annual Portfolio Manager reporting for the Building and provide Lessor: (A) a Portfolio Manager Share (read only) of the Building record, and (B) an annual Benchmarking Report (export from Portfolio Manager) within sixty (60) days after each calendar year end.

(vi) Increases in energy use resulting solely from Lessee’s business operations, including process loads, equipment additions, or electric vehicle or ground-support-equipment charging, shall not constitute a failure to meet the performance standards in this Section, provided Lessee implements commercially reasonable measures to maintain efficient operation of Building systems.

(vii) Verification. At Lessor’s request, Lessee shall deliver reasonable supporting documentation (e.g., utility bills, space use details, occupancy, gross floor area, and data quality checks) sufficient to validate the ENERGY STAR Score.

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3. Remedies and Improvement Plan

(i) Notice and Cure. If Lessee fails to meet the performance standards in Subsection XII. E (2)(ii) or (iii), Lessor may deliver written notice describing the deficiency.

Within thirty (30) days after such notice, Lessee shall submit to Lessor an Energy Improvement Plan reasonably acceptable to Lessor identifying cost-effective measures intended to restore compliance, including timelines and estimated savings. Lessee shall diligently implement the plan, using commercially reasonable efforts, and provide quarterly progress updates until compliance is restored. So long as Lessee timely submits and diligently implements such plan, Lessee shall not be deemed in default solely due to failure to achieve applicable ENERGY STAR Score.

(ii)

(ii) Audit Right. If the Building’s annual ENERGY STAR Score is below seventy

(70) or if data is materially incomplete or inaccurate, Lessor may require a third-party energy audit (ASHRAE Level I or II, as appropriate) not more than once per Lease Year. Lessee shall cooperate and bear the reasonable cost of such audit if the audit confirms the deficiency.

(iii)

(iii) Default. Failure to (A) provide utility data per Subsection XII E, 1 complete annual Portfolio Manager reporting per Subsection XII, E, 2 achieve/maintain the required scores within the timelines set forth in Subsection XII E, 2, and thereafter to cure as provided in Subsection XII E, 3, shall constitute a material covenant default under this Lease, subject to the applicable notice and cure periods.

XIII. ASSIGNMENT AND SUBLETTING

A. General Prohibition

Lessee shall not assign, sublease, sell, convey, transfer, mortgage or pledge this Agreement or the Leased Premises, in whole or in part, without prior written consent of MAC. Lessee shall not enter into any license agreement with regard to the business to be conducted on the Leased Premises, in whole or in part, without MAC’s prior written consent. If a portion of the Leased Premises is subleased with MAC’s approval, any further subleasing is strictly prohibited without MAC’s prior written consent. Any subleasing or assignment shall not relieve Lessee from any of its obligations under this Agreement.

B. Lessee Agreements with Subtenants The following provisions apply to Lessee’s subleases or negotiations with subtenants:

1. Lessee contracts with Subtenants shall provide for continuation of the contract directly with MAC, if for any reason Lessee no longer has a contract with MAC.

2. Lessee will provide copies of all final executed subleases to MAC after receiving MAC written approval to enter such agreements

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3. MAC may require termination of subleases for default pursuant to the sublease.

4. MAC reserves the right to enter into a direct agreement with individual subtenants following the termination of this Agreement.

5. Subtenants shall be bound to adhere to the terms and conditions of this Agreement.

6. Any Sublease shall expire no later than one hour before the Expiration Date or earlier termination of the Lease.

7. The fact that any Subtenant causes any Default shall not relieve Tenant of Tenant's obligation to cure it.