Okaloosa County BOCC — November 16, 2013 — US Airways, Inc._ Second Amendment to Operating Agreement and Lease _ Certificate of Insurance — reading text

Final Document B/AL3/13 SECOND AMENDMENT TO | AMENDED AND RESTATED SIGNATORY AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE This second amendment ("Amendment") to the Amended and Restated Signatory Airline Operating Agreement and Terminal Building Lease by and between Okaloosa County, Florida ("County") and US Airways, Inc. ("Airline"), a corporation doing business under the laws of the State of Delaware, is entered into this day of , 2013. WITNESSETH: WHEREAS, County and Airline have heretofore entered into an Amended and Restated Signatory Airline Operating Agreement and Terminal Building Lease ("Agreement") for the use of Northwest Florida Regional Airport ("Airport"), the lease of space within the Terminal Building of the Airport, and the payment of Rentals, Fees and Charges for Airline's use of the Airport and lease of space; and WHEREAS, the Agreement is for an initial term commencing October 1, 2010 and expiring September 30, 2013; and WHEREAS, County and Airline desire to extend the term of this Agreement for an additional 3-year term commencing October 1, 2013 and expiring September 30, 2016; NOW, THEREFORE, the parties hereto for and in consideration of the mutual covenants contained herein and in further consideration of the terms, conditions and covenants of the Agreement hereby amend the Agreement as follows: 1. Section 5.01 - Term of Agreement shall be amended effective October 1, 2013 to add the following: "The term of this Agreement shall be renewed for the additional period commencing October 1, 2013 and, unless sooner terminated pursuant to the provisions of this Agreement, shall expire on September 30, 2016 (the "Renewal Term"), provided, however, that this Agreement shall be subject to termination at the end of the second year of the Renewal Term (September 30, 2015) either (i) by County notifying all Signatory Airlines which are parties to a Signatory Airlines Operating Agreement and Terminal Building Lease of its intention to terminate the same at least ninety (90) days prior to the expiration of the first year of the Renewal Term or (ii) by a Majority In 1 of 7 Interest of the Signatory Airlines, under either subsection (i) or (ti) of said definition in Section 1.01, notifying County of their intention to terminate by the same date." Paragraph B of Section 13.01 - Indemnification of the Agreement shall be amended effective October 1, 2013 to read as follows: "Without limiting Airline's liability pursuant to Paragraph A above, Airline shall protect, defend, reimburse and indemnify County and its past, present and future officers and Airports Directors and employees and agents, and each of them, and shall hold County and its past, present and future officers and Airports Directors and employees and agents, and each of them, harmless at all times from and against any and all liabilities, losses, fines, damages of whatever nature, causes of action of every kind and character, whether or not meritorious, suits, claims, demands, judgments, awards, settlements, costs and expenses including, without limitation, payments of claims or liabilities, including payments of reasonable attorney fees and environmental inspection costs: (1) resulting from or incident to Airline's use and occupancy of the Leased Premises or Assigned Apron or other areas or facilities at the Airport or in connection with or incident to the conduct of Airline's Air Transportation Business under this Agreement; (2) arising out of the use of any fuels or other products, contaminants’ spillage, seepage or contamination, any noise pollution or any other injury or damage in relation to health, safety, environmental protection, (including any contamination of Airport property such as the soil or storm water by fuel, gas, chemicals or other substances deemed by the Environmental Protection Agency (EPA) to be environmental contaminants at the time this Agreement is executed or as may be redefined by the appropriate regulatory agencies in the future); or (3) arising from the lack of sanitation, good order, security, fire precautions, traffic control or operations or maintenance, during the term of this Agreement. Airline's obligations of liability and indemnification, as aforesaid, including those contained in provisions (1) through (3) above, shall apply only if caused by Airline or any ofits agents, employees, licensees, contractors, subcontractors or suppliers, and in addition shall not apply to the extent the same is caused by the negligence or willful act or omission of County, provided, however, the foregoing condition of limitation and exception shall not apply to any County negligence required to be covered by Airline's insurance pursuant to Section 13.02 of this Article 13 or to any specific sole obligation of indemnity required of Airline under this Agreement." Section 16.11- Environmental of the Agreement shall be amended effective October 1, 2013 to add new Paragraph I to read as follows: "I. For purposes of this Section 16.11 and Section 16.12 - Airline's Environmental Indemnity of this Agreement, the following capitalized terms shall have the following meanings: 2 of 7 "Environmental Laws" means every applicable law, ordinance, rule, regulation, permit, permit condition, order, and directive regulating, relating to, or imposing liability standards of conduct, relating with respect to any Hazardous Materials, or to environmental matters, including, without limitation, those relating to fines, orders, injunctions, penalties, damages, contribution, cost recovery compensation, losses, or injuries resulting from the release or threatened release of any Hazardous Materials, or regulating or relating to the generation, use, storage, transportation, or disposal of any Hazardous Materials. "Environmental Permits" means all permits, licenses, approvals, authorizations, consents, and registrations required by any Environmental Laws, whether Federal, state or local, which pertain to the production, use, treatment, generation, transportation, processing, handling, disposal, or storage of any Hazardous Materials. "Environmental Remediation" means and includes any response; remedial, removal or corrective action; activity to cleanup, detoxify, decontaminate, contain or otherwise Remediate any Hazardous Materials or underground storage tank; action to prevent, cure or mitigate any Release of a Hazardous Material; action to comply with any Environmental Laws or with any permits issues pursuant thereto related to a release; and inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to the release of any Hazardous Materials or an underground storage tank. "Hazardous Materials" means friable asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs), petroleum, or crude oil or any fraction thereof, natural gas, source material, special nuclear material, and byproduct materials regulated under Environmental Laws, pesticides regulated under Environmental Laws, and any hazardous waste, toxic or dangerous substance or related material, including any material defined or treated as a hazardous substance, hazardous waste, toxic substance, or contaminant (or comparable term) under any of the Environmental Laws." Any provision of Article 3 of this Agreement, including the provisions of Section 3.06 C, notwithstanding with respect to this Amendment and the Renewal Term under this Agreement, Airline may notify County at any time prior you September 1, 2013, ofits desire to realign its Leased Premises under this Agreement for the Renewal Term hereunder. Upon said notice County and Airline shall use their best efforts to effectuate said realignment of said Leased Premises and document said additions and deletions of space pursuant to Paragraph B of Section 3.06. In the event the parties cannot reach agreement on the realignment of said Leased Premises prior to October 1, 2013, Airline may terminate this Agreement for the Renewal Term effective upon notice to County given on or before October 1, 2013. 3 0f7 5. Allother terms and conditions of this Agreement shall remain in effect, unamended, for the Renewal Term provided for above. IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year first above written. ATTESTS: Gary J. Stanford, Deputy Clerk of Circuit Court —Corire BR Ray CORPORATE SEAL: BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA BY: Don R. Amunds Chairman US AIRWAYS, INC. tw Michael Minerva Vice President - Corporate Real Estate 4 of 7 ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF OKALOOSA Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared DON R. AMUNDS, Chairman, and GARY J. STANFORD, Deputy Clerk, Board of County Commissioners of Okaloosa County, Florida, and they respectively acknowledge executing and witnessing the foregoing instrument freely and voluntarily under authority duly vested in them by said COUNTY and STATE, and that the seal affixed thereto is the true seal of said COUNTY. SWORN AND SUBSCRIBED before me this day of , 2013. NOTARY My commission expires: 5 of 7 D r A ACKNOWLEDGMENT ‘SsIrict of Colu “1 ¢ We ’ STAFE-OF lata ‘ “COUNTY OF Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforegaid, personally appeared MICHAEL MINERVA, Vice President - Corporate Real Estate, and 27s) { ih? A L | , who under oath depose and say that they are respectively the duly authorized repfesentatives of US AIRWAYS, INC. to execute and witness contracts and lease agreements on behalf of said Airline, and that they respectively acknowledge executing and witnessing the foregoing instrument for the uses and purposes contained therein. SWORN AND SUBSCRIBED before me this cna CHA day of (Wey , 2013. NOTARY | (l Lact Nebaee Wa Ag— My commission expires: 4 AZ / 4 21 S E REBECCA JENSEN AYLOR ° TAICT OF COLUMBIA aes g June 14, 2045 CHRISTIN NOTARY PU My Commission Expire 6 of 7 Amendment No. 2 to the Amended and Restated Signatory Airlines’ Operating Agreement and Terminal Building Lease Northwest Florida Regional Airport Endorsement No. 1- Airline Merger Recognition/Accommodation Provisions Any other provision, except for the requirements and provisions of Section 17.11, in the Agreement and this Amendment notwithstanding, County and Airline acknowledge that AMR Corporation, AMR Merger Sub, Inc. ("American") and US Airways Group, Inc, ("US Airways’) entered into a merger agreement on February 13, 2013 (as such agreement may be amended from time to time, the "Merger Agreement") under which they have agreed to a merger of American Merger Sub with and into US Airways. As a result of the merger, US Airways will become the surviving corporation and a wholly-owned subsidiary of American. County acknowledges that if closing occurs pursuant to the Merger Agreement, American and US Airways may wish to consolidate their operations and agreements at the Airport. Therefore, County agrees that for the period commencing with closing of the transaction contemplated by the Merger Agreement until September 30, 2014, it will cooperate with American and US Airways in good faith to modify this Agreement, as amended, and any comparable agreement between County and American and County and US Airways, and to grant permissions and consents necessary to accomplish the consolidation of such operations in accordance with the wishes of American and US Airways, which may include the following: Relocation of Leased Premises to contiguous available locations; Consolidation of Leased Premises and relinquishment of excess or duplicative space, provided that relinquished space is tendered as a useable, functional unit of space, - Consolidation of agreements; - Construction or modification of tenant