Aircraft Lease Agreement

Exhibit 10.2

FORM OF AIRCRAFT LEASE AGREEMENT (SN [See Schedule I])
dated as of December _______ , 2005 ( “Agreement” )

This Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the “Lease” ) is between CFS Air, LLC , with an office at 44 Old Ridgebury Road, Danbury, CT 06810 (together with its successors and assigns, if any “Lessor” ) and Air Logistics, L.L.C. , a limited liability company organized and existing under the laws of the State of Louisiana with its mailing address and chief place of business at 4605 Industrial Drive, New Iberia, LA 70560 (hereinafter called “Lessee” ).

     (a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft, including the airframe, engines and all appurtenant equipment and property (together hereinafter the “Aircraft” ) described in Annex A.

     (b) Lessor shall purchase the Aircraft from Lessee and lease it to Lessee if on or before the Last Delivery Date (specified in Annex B) Lessor receives each of the following documents in form and substance satisfactory to Lessor: (i) a copy of this Lease executed by Lessee, (ii) a Bill of Sale from Lessee to Lessor in the form of Annex C; (iii) copies of insurance policies or, at Lessor’s option, such other evidence of insurance which complies with the requirements of Section 10, (iv) evidence of an N number for the Aircraft; (v) evidence that the Aircraft has been duly certified as to type and airworthiness by the Federal Aviation Administration ( “FAA” ); (vi) evidence that Lessor’s designated FAA escrow agent (which may be FAA counsel) has received in escrow the executed bill(s) of sale (which shall include, without limitation, a standard form FAA Bill of Sale) and AC Form 8050-1 Aircraft Registration Form (except for the pink copy which shall be available to be placed on the Aircraft upon acceptance thereof), and an executed duplicate of this Lease all in proper form for filing with the FAA; (vii) resolution of Lessee authorizing this Lease in the form of Annex D; (viii) a completed inspection and/or survey with respect to the Aircraft in accordance with the requirements set forth in the Certificate of Acceptance; (ix) an Additional Collateral Agreement executed by Lessee in a form and substance satisfactory to Lessor; and (x) a Corporate Guaranty agreement executed by Offshore Logistics, Inc. (the “Guarantor”) in a form and substance satisfactory to Lessor (the “Guaranty”). Lessor’s obligation to lease the Aircraft hereunder is further conditioned upon (1) the cost to Lessor of the acquisition of the Aircraft not exceeding the Capitalized Lessor’s Cost stated on Annex A; (2) upon delivery of the Aircraft, Lessee’s execution and delivery to Lessor of a Certificate of Acceptance in the form of Annex E; and (3) filing of all necessary documents with, and the acceptance thereof by, the FAA.

     (c) Lessor hereby appoints Lessee its agent for inspection and acceptance of the Aircraft from the Supplier. Once the Certificate of Acceptance has been signed, Lessee may not cancel this Lease other than in accordance with its express terms.

     (a) The rent ( “Rent” ) payable for the Aircraft and Lessee’s right to use the Aircraft begins on the date of the Certificate of Acceptance ( “Commencement Date” ). The term ( “Term” ) of this Lease shall commence on the Commencement Date and shall continue, unless earlier terminated pursuant to the provisions of this Lease, until and including the Expiration Date stated in Annex B. If any Term is extended or renewed, the word “Term” shall be deemed to refer to all extended or renewal Terms, and all provisions of this Lease shall apply during any such extension or renewal Terms, except as may be otherwise specifically provided in writing.

     (b) Lessee shall pay rent to Lessor at its address stated above, except as otherwise directed by Lessor. Rent payments shall be in the amount, payable at such intervals and due in accordance with the provisions of Annex B. (Each payment of Rent is hereinafter referred to as a “Rent Payment” ). If any Interim Rent (as defined in Annex B) or Advance Rent (as defined in Annex B) is payable, such Interim Rent and/or Advance Rent shall be set forth on Annex B and due in accordance with the provisions of Annex B, and when received by Lessor, such Interim Rent shall be applied to the Rent Payment due for the Interim Period as set forth on Annex B and such Advance Rent shall be applied to the first Basic Term for Rent Payment as set forth on Annex B and any balance, if any, shall be applied to the next scheduled Rent Payment. In no event shall any Advance Rent, Interim Rent or any other Rent Payment be refunded to Lessee. If Lessor does not receive from Lessee payment in full of any Rent Payment or other payment due hereunder on or prior to the due date thereof, then Lessee shall pay to Lessor a late fee equal to 3% of the amount due but not received within 10 days after the due date therefor, in addition to, the unpaid amount of such Rent Payment, but not exceeding the lawful maximum, if any. Such late fee will be immediately due and payable and is in addition to any other costs, fees and expenses Lessee may owe as a result of such late payment.

     (a) If, solely as a result of Congressional enactment of any law (including, without limitation, any modification of, or amendment or addition to, the Internal Revenue Code of 1986, as amended, ( “Code” )), the maximum effective corporate income tax rate (exclusive of any minimum tax rate) for calendar-year taxpayers ( “Effective Rate” ) is higher than thirty-five percent (35%) for any year during the Term of this Lease, then Lessor shall have the right to increase such rent payments by requiring payment of a single additional sum. The additional sum shall be equal to the product of (i) the Effective Rate (expressed as a decimal) for such year less .35 (or, in the event that any adjustment has been made hereunder for any previous year, the Effective Rate (expressed as a decimal) used in calculating the next previous adjustment) times (ii) the adjusted Termination Value (defined below) divided by (iii) the difference between the new Effective Rate (expressed as a decimal) and one (1). The adjusted Termination Value shall be the Termination Value (calculated as of the first rental due in the year for which such adjustment is being made) minus the Tax Benefits that would be allowable under Section 168 of the Code (as of the first day of the year for which such adjustment is being made and all future years of the lease term). The Termination Values are defined on Annex F and the Tax Benefits are defined on Annex B. Lessee shall pay to Lessor the full amount of the additional rent payment on the later of (i) receipt of notice or (ii) the first day of the year for which such adjustment is being made.

     (b) Lessee’s obligations under this Section 3 accruing prior to the expiration or termination of this Lease shall survive any expiration or termination of this Agreement.

4. TAXES AND FEES: If permitted by law, Lessee shall report and pay promptly all taxes, fees and assessments due, imposed, assessed or levied against the Aircraft or any part thereof or any engine thereof (or purchase, disposition, ownership, delivery, leasing, possession, use or operation thereof), this Agreement (or any rents or receipts hereunder), any Schedule, Lessor or Lessee, by any domestic or foreign governmental entity or taxing authority during or related to the term of this Agreement, including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp, value added, custom duties, landing fees, airport charges, navigation service charges, route navigation charges or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (collectively “Taxes” ). Lessee shall have no liability for Taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net income of Lessor except as provided in Sections 3 and 14(c) ( “Income Taxes” ). Lessee shall promptly reimburse (on an after tax basis) Lessor for any Taxes charged to or assessed against Lessor other than Income Taxes except as provided in Sections 3 and 14(c). Lessee shall show Lessor as the owner of the Aircraft on all tax reports or returns, and send Lessor a copy of each report or return and evidence of Lessees payment of Taxes upon request . All of Lessor’s rights, privileges and indemnities contained in this Section 4 shall survive the expiration or other termination of this Lease. The rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by Lessor, its successors and assigns.

5. REPORTS: Lessee will provide Lessor with the following in writing within the time periods specified: (a) notice of any tax or other lien which attaches to the Aircraft and the full particulars of the tax or lien, within thirty (30) days after Lessee becomes aware of the tax or lien, (b) Guarantor’s complete financial statements, certified by a recognized firm of certified public accountants, within ninety (90) days of the close of each fiscal year of Guarantor, and any further financial information or reports, upon reasonable request (it being understood that so long as Guarantor continues to report its financial statements in SEC form 10-K, and such 10-K remains publicly available, Guarantor shall have no further obligation to deliver annual financial statements); (c) notice to Lessor of the Aircraft’s location, and the location of all information, logs, documents and records relating to the Aircraft and its use, maintenance and/or condition, immediately upon reasonable request; (d) notice to Lessor of the relocation of the Aircraft’s primary hangar location, as soon as practicable upon intent by Lessee to so relocate and in any event at least simultaneously with any relocation; (e) notice of loss or damage to the Aircraft which would cost more than the lesser of (i) ten percent (10%) of the original Capitalized Lessor’s Cost or (ii) two hundred fifty thousand Dollars ($250,000.00) to repair or replace, within ten (10) days of such loss or damage; (f) notice of any accident involving the Aircraft causing personal injury or property damage, within the earlier of twenty (20) days of such accident or when required to be reported to the FAA; (g) copies of the insurance policies or other evidence of insurance required by the terms hereof, promptly upon request by Lessor; (h) copies of all information, logs, documents and records relating to the Aircraft and its use, maintenance and/or condition, required to be reported to the FAA or reasonably requested by Lessor; (i) such information as may be required to enable Lessor to file any reports required by any governmental authority as a result of Lessor’s ownership of the Aircraft, promptly upon request of Lessor; (j) copies of any manufacturer’s maintenance service program contract for the airframe or engines, promptly upon request by Lessor; (k) evidence of Lessee’s compliance with FAA airworthiness directives and advisory circulars and of compliance with other maintenance provisions of Section 7 hereof and the return provisions of Section 11, promptly upon request of Lessor; and (l) notice of any change

in Lessee’s state of incorporation or organization, within thirty (30) days of such change and (m) such other reports or information as Lessor may reasonably request.

     (a) The Aircraft shall be delivered directly from the Supplier to Lessee unless the Aircraft is being leased pursuant to a sale leaseback transaction in which case Lessee acknowledges that it is in possession of the Aircraft as of the Commencement Date.

     (b) Lessee, at its own cost and expense, shall cause the Aircraft to be duly registered in the name of Lessor under the Title 49, Subtitle VII of the United States Code, as amended (the “FAA Act” ), and shall not register the Aircraft under the laws of any other country.

     (c) The possession, use and operation of the Aircraft shall be at the sole risk and expense of Lessee. Lessee acknowledges that it accepts full “operational control” of the Aircraft (as defined in the Federal Aviation Regulations ( “FAR” ). Lessee agrees that the Aircraft will be used and operated: (i) in compliance with any and all statutes, laws, ordinances, regulations and standards or directives issued by any governmental agency applicable to the use or operation thereof; (ii) in compliance with any airworthiness certificate, license or registration relating to the Aircraft issued by any agency; (iii) in compliance with all safety and security directives of the FAA and similar government regulations relating to aircraft security; and (iv) in a manner that does not modify or impair any existing warranties on the Aircraft or any part thereof. Lessee will operate the Aircraft predominantly in the conduct of its business and will not use or operate, or permit the Aircraft to be used or operated, (aa) in violation of any United States export control law, (bb) in a manner wherein the predominant use during any twelve month period is for a purpose other than transportation for Lessee, its affiliates or its customers, or in a manner, for any time period, such that Lessor or a third party shall be deemed to have “operational control” of the Aircraft (except as otherwise expressly permitted hereunder), or (cc) for the transport of mail or contraband. The Aircraft will, at all times be operated by duly qualified pilots holding at least a valid pilot certificate for aircraft having the same weight as the Aircraft and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the FAR. Every pilot of the Aircraft shall be employed and/or paid and contracted for by Lessee or its affiliates (except for any FAA pilot who operates the Aircraft as part of an FAA inspection or to certify an airman), shall meet all recency of flight requirements and shall meet the requirements established and specified by the insurance policies required under this Lease and the FAA. The primary hangar location of the Aircraft shall be as stated in Annex B (subject to Section 5(d)). Lessee shall not relocate the primary hangar location to a hangar location outside the United States. Lessor may examine and inspect the Aircraft, wherever located, on land and in flight, after giving Lessee reasonable prior notice.

     (d) AT ALL TIMES DURING THE TERM OF THE LEASE, THE AIRCRAFT WILL BE LOCATED AND USED SOLELY WITHIN THE CONTINENT OF NORTH AMERICA (INCLUDING MEXICO) AND THE CARIBBEAN (INCLUDING TRINIDAD) WITH THE EXCEPTION OF CUBA. NOTWITHSTANDING THE FOREGOING, AT ALL TIMES DURING THE TERM OF THE LEASE, LESSEE AGREES NOT TO OPERATE OR LOCATE THE AIRCRAFT, OR ALLOW THE AIRCRAFT TO BE OPERATED OR LOCATED IN OR OVER (i) ANY COUNTRY OR JURISDICTION THAT DOES NOT MAINTAIN FULL DIPLOMATIC RELATIONS WITH THE UNITED STATES, (ii) ANY AREA OF HOSTILITIES, (iii) ANY GEOGRAPHIC AREA WHICH IS NOT COVERED BY THE INSURANCE POLICIES REQUIRED BY THIS LEASE, OR (iv) ANY JURISDICTION OR NATION WHEREIN THE OPERATION OR LOCATION THEREOF WOULD VIOLATE ANY APPLICABLE LAW, REGULATION, OR RESTRICTION, INCLUDING, BUT NOT LIMITED TO, THE U.S. EXPORT ADMINISTRATION REGULATIONS AND THE U.S. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS. LESSEE ALSO AGREES TO PROHIBIT ANY NATIONAL OF SUCH RESTRICTED NATIONS FROM OPERATING THE AIRCRAFT.

     (e) The engines set forth on Annex A shall be used only on the airframe described in Annex A and shall only be removed for maintenance in accordance with the provisions of this Lease, except as otherwise expressly permitted herein.

     (f) Lessor shall not disturb Lessee’s quiet enjoyment of the Aircraft during the Term of this Lease unless an Event of Default has occurred and is continuing under this Lease. Lessor shall not create or permit to exist any lien, encumbrance or defect of title on the Aircraft other than this Lease or other liens in favor of Lessor.

     (g) At all times prior to the termination or expiration of this Lease in accordance with its terms, Lessee expressly assumes sole and exclusive responsibility for the determination and implementation of all security measures and systems necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts directly or indirectly affecting the Aircraft, any part thereof, or any persons who (whether or not on board the Aircraft) may sustain any injury or damage as a result of any such acts. Lessee expressly acknowledges that Lessee’s implementation of such security measures and systems is a

material obligation of Lessee under this Lease, and that Lessor shall have absolutely no responsibility therefor. Lessee shall provide Lessor with such evidence as is reasonably requested by Lessor regarding Lessee’s compliance with its obligations under this Section. However, in no event shall Lessor have any duty or obligation to monitor, review or assess any security measures maintained by Lessee or Lessee’s compliance with the provisions of this Section. Any review by Lessor of such evidence as is provided pursuant to Lessor’s request hereunder shall be for Lessor’s informational purposes only, and there shall be no inference or implication therefrom that Lessor has reviewed or approved the adequacy or sufficiency of such recommendations or of the actual security measures or systems employed by Lessee. Without limiting the generality of the foregoing, it is expressly understood and acknowledged that Lessee, being in sole “operational control” of the Aircraft, is uniquely in a position to identify and implement those security measures necessary to comply with this Section and that in doing so, Lessee has not relied upon, and shall not rely upon, any statement, act, or omission of Lessor.

     (a) Lessee agrees that the Aircraft will be maintained in compliance with any and all statutes, laws, ordinances, regulations and standards or directives issued by any governmental agency applicable to the maintenance thereof, in compliance with any airworthiness certificate, license or registration relating to the Aircraft issued by any agency and in a manner that does not modify or impair any existing warranties on the Aircraft or any part thereof.

     (b) Lessee shall maintain, inspect, service, repair, overhaul and test the Aircraft (including each engine) in accordance with (i) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (ii) all mandatory “Service Bulletins” issued, supplied, or available by or through the manufacturer and/or the manufacturer of any engine or part with respect to the Aircraft, (iii) all airworthiness directives applicable to the Aircraft issued by the FAA or similar regulatory agency having jurisdictional authority, and causing compliance to such directives to be completed through corrective modification in lieu of operating manual restrictions (except for temporary operating manual restrictions for a flight to a repair facility), and (iv) all maintenance requirements set forth in Annex G hereto. Lessee shall maintain all records, logs and other materials required by the manufacturer for enforcement of any warranties or by the FAA. All maintenance procedures required hereby shall be undertaken and completed in accordance with the manufacturer’s recommended procedures, and by properly trained, licensed, and certificated maintenance sources and maintenance personnel, so as to keep the Aircraft and each engine in as good operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, and so as to keep the Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the FAA.

     (c) Lessee agrees, at its own cost and expense, to (i) cause the Aircraft and, subject to Section 8 hereof, each engine thereon to be kept numbered with the identification in serial number therefor as specified in Annex A; (ii) prominently display on the Aircraft that N number, and only that N number, specified in Annex A; and (iii) notify Lessor in writing thirty (30) days prior to making any change in the configuration (other than changes in configuration mandated by the FAA), appearance and coloring of the Aircraft from that in effect at the time the Aircraft is accepted by Lessee hereunder, and in the event of such change or modification of configuration, coloring or appearance, to restore, upon request of Lessor, the Aircraft to the configuration, coloring or appearance in effect on the Commencement Date or, at Lessor’s option to pay to Lessor an amount equal to the reasonable cost of such restoration. Lessee will not place the Aircraft in operation or exercise any control or dominion over the same until such Aircraft marking has been placed thereon. Lessee will replace promptly any such Aircraft marking which may be removed, defaced or destroyed. Notwithstanding anything in this Section 7(c), it is agreed and understood by Lessor and Lessee that (i) the Aircraft will be re-painted a new color scheme in red, white and blue during the Term when the Aircraft is brought in for maintenance and (ii) at such time, the marking on the Aircraft that reads “Air Logistics” will be changed to read “Air Logistics, a Bristow company” (the changes contemplated by clause (i) and (ii), collectively, the “Approved Changes”). Lessor agrees that Lessee shall not be obligated to restore the Aircraft to its configuration, coloring and appearance it had in order to merely remove the Approved Changes.

     (d) Lessee shall be entitled from time to time during the Term of this Lease to acquire and install on the Aircraft at Lessee’s expense, any additional accessory, device or equipment as Lessee may desire (each such accessory, device or equipment, an “Addition” ), but only so long as such Addition (i) is ancillary to the Aircraft; (ii) is not required to render the Aircraft complete for its intended use by Lessee; (iii) does not alter or impair the originally intended function or use of the Aircraft; and (iv) can be readily removed without causing material damage. Title to each Addition which is not removed by Lessee prior to the return of the Aircraft to Lessor shall vest in Lessor upon such return. Lessee shall repair all damage to the Aircraft resulting from the installation or removal of any Addition so as to restore the Aircraft to its condition prior to installation, ordinary wear and tear excepted.

     (e) Any alteration or modification (each an “Alteration” ) with respect to the Aircraft that may at any time during the Term of this Lease (i) that are necessary or advisable to comply with Lessee’s obligations pursuant to this Lease or (ii) may be required to comply with any applicable law or any governmental rule or regulation shall be made at the expense of Lessee. Any repair made by Lessee of or upon the Aircraft or replacement parts, including any replacement engine, installed thereon in the course of repairing or maintaining the Aircraft, or any Alteration, shall be deemed an accession, and title thereto shall be immediately vested in Lessor without cost or expense to Lessor.

     (f) Except as permitted under this Section 7, Lessee will not modify the Aircraft or affix or remove any accessory to the Aircraft leased hereunder.

     (g) The Aircraft shall be maintained and operated in accordance with the applicable Part 135 standards.

     (a) LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE AIRCRAFT, ANY ENGINE OR ANY PART THEREOF, LESSOR’S TITLE OR ITS RIGHTS UNDER THIS LEASE, EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET, CHARTER OR PART WITH POSSESSION OF THE AIRCRAFT OR ANY ENGINE OR PART THEREOF OR ENTER INTO ANY INTERCHANGE AGREEMENT EXCEPT AS OTHERWISE PERMITTED HEREIN. Lessee shall keep the Aircraft, each engine and any part thereof free and clear of all liens and encumbrances other than those which result from (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens arising from the acts of Lessor or its agents; (iii) liens for taxes not yet due or being reasonably disputed in good faith so long as Lessee delivers collateral to Lessor in an amount satisfactory to Lessor and such amount does not result in any imminent risk of loss or forfeiture of the Aircraft or any civil or criminal liability on Lessor; and (iv) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like liens (whether inchoate or not) arising in the ordinary course of business of Lessee for sums not yet delinquent or being contested in good faith (and for the payment of which adequate assurances in Lessor’s judgment have been provided Lessor).

     Notwithstanding the foregoing, so long as Lessee is not in default hereunder, Lessee may charter the Aircraft so long as:

     (i) The rights of any users of the Aircraft are subject and subordinate to all terms of the Lease and all rights of Lessor in and to the Aircraft and under the Lease including, without limitation, the right of Lessor to inspect and take possession of the Aircraft from time to time according to the terms and provisions of the Lease and applicable law;

     (ii) Lessee acknowledges that Lessor shall have none of Lessee’s obligations or duties with respect to the Aircraft contained in any charter arrangement, including but not limited to maintenance, repairs, service or insurance;

     (iii) Lessee shall maintain accurate and complete records of all charter operations in which the Aircraft is used, including without limitation copies of all receipts and invoices relating to any such operations; and (ii) make any and all such records fully available to both Lessor and any governmental agency (including, without limitation any state or federal taxing authority) promptly upon demand from any such parties;

     (iv) Lessee currently has, and will maintain all required Federal Aviation Administration ( “FAA” ) licenses to operate a chartering company and to perform all of its obligations thereunder. Lessee shall at all times maintain a Certificate pursuant to Part 135 of the FAA Regulations. The Aircraft shall not be used for any pilot training activities except recurrent training for Lessee’s and Lessee’s affiliates’ pilots who will be flying the Aircraft. Lessee shall at all times maintain “operational control,” (as defined in the FAA Regulations) of the Aircraft;

     (v) Any default by Lessee under the Lease shall constitute a default under the chartering arrangements;

     (vi) Lessee agrees that the Aircraft shall not be used by any governmental entity, any tax exempt entity or any person or entity that would cause any Loss of, or otherwise adversely affect any of, Lessor’s Tax Benefits in the Aircraft; and

     (vii) Lessee shall not allow the use of the Aircraft in violation of the Lease.

     Notwithstanding anything contained in this Lease to the contrary, so long as Lessee is not in default hereunder, Lessee may replace parts and the engines on the Aircraft in accordance with its customary arrangements with Turbomeca, its other maintenance service providers or its customary business practices so long as (i) the replacement part or engine shall be the same make and model and have the same or better fair market value as the part or engine being replaced (assuming such engine or part had been maintained in accordance with the provisions hereof and has not experienced any damage or other casualty event) (a “Replacement Engine” or a “Replacement Part”, as the case may be), (ii) with respect to any Replacement Engine, Lessor shall acquire title to such Replacement Engine which may occur pursuant to a limited assignment of such customary arrangements with Turbomeca and Lessee shall have made all appropriate filings to protect Lessor’s interest in the replacement engines with the FAA, the UCC and if the Cape Town Convention on International Interests in Mobile Equipment (the “Convention”) and the Protocol thereto On Matters Specific To Aircraft Equipment (the “Protocol”) concluded in Cape Town in November 2001 (the Convention and

the Protocol, each, in the official English language text thereof, are collectively referred to herein as the “Cape Town Convention”) comes into force prior to the effectiveness of such replacement an AC Form 8050-135 FAA Entry Point Filing Form International Registry for filing with the FAA and the international registry (the “International Registry”) established pursuant to the Cape Town Convention and any other form proscribed by the International Registry or the FAA, and (iii) with respect to any Replacement Part, Lessor shall have acquired title thereto which will vest automatically upon installation of such Replacement Part in the Aircraft. Upon the acquisition of title by Lessor to any such Replacement Engine or Replacement Part, as the case may be, together with the fulfillment of all Lessee’s obligations set forth in this paragraph, this Lease shall terminate with respect to any engine or part being so replaced by such Replacement Engine or Replacement Part, as the case may be, and title thereto shall be conveyed by Lessor, at the sole cost and expense of Lessee, to Lessee on an AS IS BASIS, without representation or warranty of any kind, other than the absence of liens created by or though Lessor.

     (b) Lessor and any assignee of Lessor may assign this Lease, or any part hereof and/or the Aircraft to any person or entity so long as (A) (x) such person or entity or its affiliates is either not operating in the same line of business as Lessee or (y) such person or entity is a financial institution or an insurance company having a tangible net worth at least equal to $50,000,000 and (B) such person or entity is not in material litigation with Lessee as disclosed in Guarantor’s most recent public filings on Form 10-Q or Form 10-K, as the case may be (and/or any filing on Form 8-K filed after the date of such most recent Form 10-Q or Form 10-K, as the case may be). Lessee hereby waives and agrees not to assert against any such assignee, or assignee’s assigns, any defense, set-off, recoupment claim or counterclaim which Lessee has or may at any time have against Lessor for any reason whatsoever. Lessee agrees that if Lessee receives written notice of an assignment from Lessor, Lessee will pay all rent and all other amounts payable under this Lease to such assignee or as instructed by Lessor. Lessee also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by assignee and shall cooperate with Lessor and any such assignee in delivering to such assignee a certificate of insurance reflecting assignee as loss payee and additional insured.

9. LOSS, DAMAGE AND STIPULATED LOSS VALUE: Lessee hereby assumes and shall bear the entire risk of any loss, theft, confiscation, expropriation, requisition, damage to, or destruction of, the Aircraft, any engine or part thereof from any cause whatsoever, including without limitation, intentional criminal acts and acts of terrorism. If for any reason the Aircraft, or any engine thereto becomes worn out, lost, stolen, confiscated, expropriated, requisitioned, hijacked, destroyed, irreparably damaged, or unusable ( “Casualty Occurrences”) Lessee shall promptly and fully notify Lessor in writing. If, in the opinion of Lessor, a Casualty Occurrence has occurred which affects only the engine(s) of the Aircraft, then Lessee, at its own cost and expense, shall replace such engine(s) with a Replacement Engine(s) or other engine acceptable to Lessor and shall cause title to such Replacement Engine(s) or engine to be transferred to Lessor for lease to Lessee under this Lease. Upon transfer of title to Lessor of such engine(s), such engine(s) shall be subject to the terms and conditions of this Lease, and Lessee shall execute whatever documents or filings Lessor deems necessary and appropriate in connection with the substitution of such replacement engine(s) for the original engine(s). If, in the opinion of Lessor, a Casualty Occurrence has occurred with respect to the Aircraft in its entirety, on the Rent Payment Date no later than ninety (90) days after a Casualty Occurrence (the “Payment Date” ), Lessee shall pay Lessor the sum of (i) the Stipulated Loss Value as set forth in Annex F calculated as of the Rent Payment Date prior to such Casualty Occurrence; and (ii) all Rent and other amounts which are due under this Lease as of the Payment Date. In the event Lessor receives insurance proceeds after receipt in full of the amounts set forth in clause (i) and (ii) in the foregoing sentence, Lessor shall refund to Lessee the all amounts received from Lessee in respect of Stipulated Loss Value up to the amount of the insurance proceeds Lessor actually received. Upon payment of all sums due hereunder, the Term of this Lease as to the Aircraft shall terminate and Lessee shall have no further right to use or operate the Aircraft.

10. INSURANCE: Lessee shall secure and maintain in effect at its own expense throughout the Term of the Lease insurance against such hazards and for such risks as Lessor may require; provided that Lessor shall not require insurance in greater amounts or covering additional risks with respect to the Aircraft than Lessor generally requires of its lessees to whom it leases similar aircraft. All such insurance shall be with companies with a AM Best rating of “A” or better or otherwise satisfactory to Lessor. Without limiting the generality of the foregoing, Lessee shall maintain (i) liability insurance covering public liability and property, cargo and sudden accidental pollution coverage, in amounts not less than fifty million (50,000,000) United States dollars for any single occurrence; (ii) all-risk aircraft hull and engine insurance (including, without limitation, with respect to engine or part thereof while removed from the aircraft and foreign object damage insurance) in an amount which is not less than the then Stipulated Loss Value; and (iii) confiscation, expropriation and war risk, hijacking and allied perils insurance (which insurance shall include coverage against acts of terrorism and similar criminal acts) in an amount which is (x) for physical damage, not less than the then Stipulated Loss Value and (y) for liability coverage, not less than fifty million (50,000,000) United States dollars for any single occurrence. All insurance shall: (1) name Lessor as owner of the Aircraft and as loss payee and additional insured (without responsibility for premiums), (2) provide that any cancellation or substantial change in coverage shall not be effective as to the Lessor for thirty (30) days (ten (10) days in the event of non-payment of premiums, seven (7) days in the case of war risks coverage) after receipt by Lessor of written notice from the insurer of such cancellation or change, (3) insure Lessor’s interest regardless of any breach of warranty or other act or omission of Lessee, (4) include a

severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering each insured, (5) waive any right of set-off against Lessee or Lessor, and any rights of subrogation against Lessor, and (6) be primary and not be subject to any offset by any other insurance carried by Lessor or Lessee. Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to make proof of loss and claim for and to receive payment of and to execute or endorse all documents, checks or drafts in connection with all policies of insurance in respect of the Aircraft. Lessor shall not act as Lessees attorney-in-fact until the occurrence and during a continuation of an Event of Default or any incipient default under Sections 12(a)(i), (vii) or (viii). Lessee shall pay any reasonable expenses of Lessor in adjusting or collecting insurance proceeds. Lessor shall pay proceeds of any insurance claim in an amount not exceeding five hundred thousand ($500,000) _ United States dollars to Lessee and Lessee shall, as promptly as practicable, repair the Aircraft or repair or replace any part thereof. Lessor may, at its option, apply proceeds of insurance with respect to claims in excess of five hundred thousand ($500,000) United States dollars , in whole or in part, to (A) repair the Aircraft, or repair or replace any part thereof, or (B) satisfy any obligation of Lessee to Lessor due under this Lease.

     (a) At expiration or termination of this Lease (the “Return Date” ), Lessee shall return the Aircraft to Lessor, at a location within the Gulf Coast region of the United States as Lessor shall direct. Lessee shall also return all logs, loose equipment, manuals and data associated with the Aircraft, including without limitation, inspection, modification and overhaul records required to be maintained with respect to the Aircraft under this Lease or under the applicable rules and regulations of the FAA or the manufacturer’s recommended maintenance program, along with a currently effective FAA airworthiness certificate. Lessee shall, upon request, assign to Lessor its rights under any manufacturer’s maintenance service contract or extended warranty for the Aircraft, any engine or part thereof. The Aircraft shall be returned in the condition in which the Aircraft is required to be maintained pursuant to Section 7, but with all logos or other identifying marks of Lessee removed. Additionally, Lessee shall ensure that the Aircraft complies with all requirements and conditions set forth on Annex G hereto. Lessee shall pay for all costs to comply with this Section 11(a).

     (b) Lessor shall arrange for the inspection of the Aircraft on the Return Date to determine if the Aircraft has been maintained and returned in accordance with the provisions of this Lease. Lessee shall be responsible for the cost of such inspection and shall pay Lessor such amount as additional Rent within ten (10) days of demand. If the results of such inspection indicate that the Aircraft, any engine thereto or part thereof, has not been maintained or returned in accordance with the provisions of this Lease, Lessee shall pay to Lessor within ten (10) days of demand, as liquidated damages, the estimated cost ( “Estimated Cost”) of servicing or repairing the Aircraft, engine or part. The Estimated Cost shall be determined by Lessor by obtaining two quotes for such service or repair work, with one quote selected by Lessee reasonably acceptable to Lessor and one quote selected by Lessor reasonably acceptable to Lessee and taking their average. Lessee shall bear the cost, if any, incurred by Lessor in obtaining such quotes.

     (c) If Lessee fails to return the Aircraft on the Return Date, Lessor shall be entitled to damages equal to the higher of (i) the Rent for the Aircraft, pro-rated on a per diem basis, for each day the Aircraft is retained beyond the Return Date; or (ii) the daily fair market rental for the Aircraft at the Return Date. Such damages for retention of the Aircraft after the Return Date shall not be interpreted as an extension or reinstatement of the Term.

     (d) All of Lessor’s rights contained in this Section shall survive the expiration or other termination of this Lease.

     (a) Lessee shall be in default under this Lease and each of the other Documents (as that term is defined in Section 16 below) upon the occurrence of any of the following “Events of Default”: (i) Lessee breaches its obligation to pay Rent o