exv10w16



 





Exhibit 10.16




Counterpart No. 1 of 5 serially numbered, manually executed counterparts.



This Aircraft Lease Agreement has been executed in several counterparts. To the extent, if any,
that this Aircraft Lease Agreement constitutes chattel paper (as such term is defined in the
Uniform Commercial Code as in effect in any applicable jurisdiction) no security interest in this
Aircraft Lease Agreement may be created through the transfer or possession of any counterpart other
than the original. The counterpart deemed the original shall be the counterpart that contains the
receipt therefor executed by Lessor on the signature pages thereof and no security interest in this
Aircraft Lease Agreement may be created through the transfer of any counterpart other than such
original counterpart.




AIRCRAFT LEASE AGREEMENT




Dated as of October 28, 2004




BETWEEN




GULFSTREAM INTERNATIONAL AIRLINES, INC.

as Lessee




and




MESA AIRLINES INC.

as Lessor




	 	 	 	 	 
	 

	 	Aircraft Make and Model:
	 	Beechcraft 1900D
	 

	 	Aircraft Manufacturer’s Serial Number:
	 	UE178
	 

	 	Aircraft Registration Mark:
	 	N178YV
	 

	 	Make and Model of Engines:
	 	Pratt & Whitney Canada PT6A






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE 1.	 	DEFINITIONS AND INTERPRETATION	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1.	 	Definitions	 	 	2	 
	 
	 	1.2.	 	Interpretation	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2.	 	REPRESENTATIONS AND WARRANTIES	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1.	 	Lessee’s Representations and Warranties	 	 	11	 
	 
	 	2.2.	 	Lessor’s Representations and Warranties	 	 	13	 
	 
	 	2.3.	 	No Prejudice	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3.	 	CONDITIONS PRECEDENT	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1.	 	Lessor’s Conditions Precedent	 	 	15	 
	 
	 	3.2.	 	Lessee’s Conditions Precedent	 	 	17	 
	 
	 	3.3.	 	Waiver of Lessor Conditions Precedent	 	 	17	 
	 
	 	3.4.	 	Post-Delivery Requirements	 	 	17	 
	 
	 	3.5.	 	Failure to Take Delivery	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4.	 	TERM OF LEASING; DELIVERY	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Term of Leasing	 	 	18	 
	 
	 	4.2	 	Early Termination Option	 	 	18	 
	 
	 	4.3	 	Lessee Inspection of Aircraft and Condition of Aircraft at Delivery	 	 	18	 
	 
	 	4.4	 	Delivery	 	 	18	 
	 
	 	4.5	 	Risk	 	 	19	 
	 
	 	4.6	 	Change of Law	 	 	19	 
	 
	 	4.7	 	Financing; Liens	 	 	19	 
	 
	 	4.8	 	Termination of United Agreement	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5.	 	DISCLAIMERS AND RELEASES	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1.	 	General Disclaimers	 	 	20	 
	 
	 	5.2.	 	Lessee Inspection of Aircraft; No Lessor Liability	 	 	20	 
	 
	 	5.3.	 	Deficiencies and Delays	 	 	21	 
	 
	 	5.4.	 	Repairs and Replacement	 	 	21	 
	 
	 	5.5.	 	Lessee’s Release	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6.	 	BASIC RENT AND OTHER PAYMENTS	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Basic Rent	 	 	22	 
	 
	 	6.2	 	Maintenance Reserve	 	 	22	 





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	 	 	 	 	 	 	Page	 
	 
	 
	 	6.3	 	Supplemental Rent	 	 	22	 
	 
	 	6.4	 	Security Deposit	 	 	22	 
	 
	 	6.5.	 	RESERVED	 	 	23	 
	 
	 	6.6.	 	Payment Obligations Unconditional	 	 	23	 
	 
	 	6.7.	 	Currency of Payments	 	 	24	 
	 
	 	6.8.	 	Currency Indemnity	 	 	24	 
	 
	 	6.9.	 	Authorizations for Payments	 	 	24	 
	 
	 	6.10.	 	Default Interest	 	 	24	 
	 
	 	6.11.	 	Payments	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7.	 	FEES AND EXPENSES	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 
	 	7.1.	 	Transaction Expenses	 	 	25	 
	 
	 	7.2.	 	Other Expenses	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 8.	 	GENERAL UNDERTAKINGS	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	8.1.	 	Registration and Authorizations	 	 	26	 
	 
	 	8.2.	 	Notice of Default; Certificate	 	 	26	 
	 
	 	8.3.	 	Financial and Other Information	 	 	26	 
	 
	 	8.4.	 	Taxes	 	 	27	 
	 
	 	8.5.	 	Status and Location	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 9.	 	OPERATIONAL UNDERTAKINGS	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	9.1.	 	Registration	 	 	28	 
	 
	 	9.2.	 	Title	 	 	28	 
	 
	 	9.3.	 	Nameplates	 	 	28	 
	 
	 	9.4.	 	Liens	 	 	29	 
	 
	 	9.5.	 	Possession and Subleases	 	 	29	 
	 
	 	9.6.	 	Information and Records	 	 	29	 
	 
	 	9.7.	 	Licenses and Other Authorizations	 	 	30	 
	 
	 	9.8.	 	Compliance with Laws and Insurance Policies and Operation	 	 	31	 
	 
	 	9.9.	 	Right of Inspection	 	 	32	 
	 
	 	9.10.	 	Lessor and Lender Operations	 	 	32	 
	 
	 	9.11.	 	Lessor and Lender Credit	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 10.	 	MAINTENANCE AND REPAIR	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.1.	 	General	 	 	34	 
	 
	 	10.2.	 	Maintenance Program Modifications	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 11.	 	REMOVAL AND MODIFICATIONS	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.1.	 	Removal and Installation	 	 	36	 
	 
	 	11.2.	 	Substitution of Parts	 	 	36	 
	 
	 	11.3.	 	Ownership of Parts	 	 	36	 
	 
	 	11.4.	 	Non-conforming Parts	 	 	36	 





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	 	 	 	 	 	 	Page	 
	 
	 
	 	11.5.	 	Removal, Pooling and Interchange of Parts	 	 	37	 
	 
	 	11.6.	 	Removal, Pooling and Interchange of Engines, Propellers,	 	 	 	 
	 
	 	 	 	and Landing Gear	 	 	37	 
	 
	 	11.7.	 	Title to Removed Parts and Components	 	 	38	 
	 
	 	11.8.	 	Permitted Modifications	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 12.	 	MANUFACTURERS’ WARRANTIES	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 13.	 	INSURANCES	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	 
	 	13.1	 	Obligation to Insure	 	 	41	 
	 
	 	13.2	 	Requirements For All Insurances	 	 	41	 
	 
	 	13.3	 	Requirements For Hull Insurances	 	 	43	 
	 
	 	13.4	 	Requirements for Liability Insurances	 	 	43	 
	 
	 	13.5	 	Information	 	 	43	 
	 
	 	13.6	 	Additional Insurance	 	 	43	 
	 
	 	13.7	 	No Liens	 	 	44	 
	 
	 	13.8	 	Failure to Insure	 	 	44	 
	 
	 	13.9	 	Settlement of Claims	 	 	44	 
	 
	 	13.10	 	Assignment	 	 	44	 
	 
	 	13.11	 	Technical Records	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 14.	 	LOSS, DAMAGE AND REQUISITION	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 
	 	14.1.	 	Total Loss of Aircraft or Airframe	 	 	46	 
	 
	 	14.2.	 	Termination Payment	 	 	46	 
	 
	 	14.3.	 	Other Loss or Damage	 	 	46	 
	 
	 	14.4.	 	Engine Total Loss	 	 	46	 
	 
	 	14.5.	 	Surviving Engine(s) and Propeller(s)	 	 	47	 
	 
	 	14.6.	 	Requisition	 	 	47	 
	 
	 	14.7.	 	No Abatement	 	 	47	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 15.	 	DEFAULT	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	 
	 	15.1.	 	Classes of Events	 	 	48	 
	 
	 	15.2.	 	Lessor's Rights	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 16.	 	PAYMENTS ON EVENT OF DEFAULT	 	 	53	 
	 
	 	 	 	 	 	 	 	 
	 
	 	16.1	 	Payments	 	 	53	 
	 
	 	16.2	 	Further Notices	 	 	53	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 17.	 	REDELIVERY	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	 
	 	17.1	 	Redelivery	 	 	54	 
	 
	 	17.2	 	Condition of Aircraft	 	 	54	 
	 
	 	17.3	 	Inspection; Corrections; Additional Work	 	 	54	 
	 
	 	17.4	 	Compliance after Lease Period	 	 	55	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	17.5.	 	Deregistration and Export	 	 	55	 
	 
	 	17.6.	 	Ferry Flight	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 18.	 	INDEMNITIES	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	 
	 	18.1.	 	General Indemnities	 	 	57	 
	 
	 	18.2.	 	Exclusions to General Indemnities	 	 	58	 
	 
	 	18.3.	 	Notice of Claim	 	 	58	 
	 
	 	18.4.	 	Indemnities — Event of Default	 	 	59	 
	 
	 	18.5.	 	Withholding	 	 	59	 
	 
	 	18.6.	 	General Indemnity	 	 	60	 
	 
	 	18.7.	 	Tax Filings	 	 	63	 
	 
	 	18.8.	 	Tax Information	 	 	64	 
	 
	 	18.9.	 	Payment of Taxes and Indemnities	 	 	65	 
	 
	 	18.10.	 	Tax Contest	 	 	65	 
	 
	 	18.11.	 	Reductions and Refunds	 	 	67	 
	 
	 	18.12.	 	Withholding Tax Exemption Certificates	 	 	69	 
	 
	 	18.13.	 	VAT	 	 	69	 
	 
	 	18.14.	 	Indemnitee Return	 	 	69	 
	 
	 	18.15.	 	True Lease	 	 	69	 
	 
	 	18.16.	 	Survival; Continuation of Indemnities	 	 	69	 
	 
	 	18.17.	 	Computations	 	 	69	 
	 
	 	18.18.	 	Payments on After-Tax Basis	 	 	70	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 19.	 	FURTHER PROVISIONS	 	 	71	 
	 
	 	 	 	 	 	 	 	 
	 
	 	19.1.	 	Nature of Lessee’s Obligations	 	 	71	 
	 
	 	19.2.	 	Assignment by Lessor	 	 	71	 
	 
	 	19.3.	 	Assignment by Lessee	 	 	71	 
	 
	 	19.4.	 	Further Assurances	 	 	71	 
	 
	 	19.5.	 	Rights Cumulative	 	 	72	 
	 
	 	19.6.	 	Delegation	 	 	72	 
	 
	 	19.7.	 	Lessor’s Payment Obligations	 	 	72	 
	 
	 	19.8.	 	Applications of Moneys	 	 	72	 
	 
	 	19.9.	 	Language	 	 	72	 
	 
	 	19.10.	 	Notices	 	 	73	 
	 
	 	19.11.	 	Invalidity of any Provision	 	 	73	 
	 
	 	19.12.	 	Lessor’s Right to Remedy	 	 	74	 
	 
	 	19.13.	 	Entire Agreement	 	 	74	 
	 
	 	19.14.	 	Governing Law	 	 	74	 
	 
	 	19.15.	 	Submission to Jurisdiction	 	 	74	 
	 
	 	19.16.	 	Waiver of Immunity	 	 	75	 
	 
	 	19.17.	 	Brokers	 	 	75	 
	 
	 	19.18.	 	Transaction Costs	 	 	75	 
	 
	 	19.19.	 	Lease Supplement and Confidentiality	 	 	75	 
	 
	 	19.20.	 	Counterparts	 	 	76	 
	 
	 	19.21.	 	True Lease Under Federal Aviation Act	 	 	76	 





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	 	 	 	 	Page
	EXHIBIT A

	 	FINANCIAL INFORMATION	 	 
	EXHIBIT B

	 	FORM OF LEASE SUPPLEMENT	 	 
	EXHIBIT C

	 	AIRCRAFT DELIVERY CONDITIONS	 	 
	EXHIBIT D

	 	AIRCRAFT REDELIVERY CONDITIONS	 	 
	EXHIBIT E

	 	FORM OF MONTHLY MAINTENANCE STATUS REPORT	 	 
	EXHIBIT F

	 	FORM OF REDELIVERY ACCEPTANCE RECEIPT	 	 





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AIRCRAFT LEASE AGREEMENT




     This AIRCRAFT LEASE AGREEMENT is dated as of October 28, 2004 (this “Agreement”) and
is made between MESA AIRLINES, INC., a Nevada corporation, as lessor (“Lessor”) and
GULFSTREAM INTERNATIONAL AIRLINES, INC., a Florida corporation, as lessee (“Lessee”).



     The subject matter of this Lease is one (1) Beechcraft 1900D Aircraft (more fully described
below). In consideration of and subject to the mutual covenants, terms and conditions contained in
this Lease, Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease
the Aircraft from Lessor, and the parties further agree as follows:



ARTICLE 1. DEFINITIONS AND INTERPRETATION



1.1. Definitions. In this Agreement the following words and expressions have, except where
the context otherwise requires, the respective meanings shown opposite them below:




     “Additional Insured” means each Indemnitee.



     “Affiliate” means, in respect of any person, any person directly or indirectly
controlling, controlled by, or under common control with, such first person or within the same
corporate group as such first person; and a person shall be deemed to control another person if
such first person possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such other person, whether through ownership of voting securities,
contract or otherwise, including but not limited to any grantor, voting or other trust, under which
Lessor or an Affiliate of Lessor is the beneficiary or certificate holder.



     “After-Tax Basis” means, with respect to any indemnity or other amount (an
“Amount”) to be paid by any person (the “Payor”) to or for the benefit of any other
person (the “Payee”) on an After-Tax Basis, payment of such Amount supplemented to the
extent necessary by a further payment or payments that will cause the sum of all such payments,
reduced by the aggregate amount of all Taxes (including Excluded Taxes) imposed on the Payee with
respect to the accrual, actual receipt or constructive receipt of such payments (whether such Taxes
are payable in the year in which such payments are received or accrued or in one or more subsequent
years), net of any reduction in the Payee’s liability for Excluded Taxes caused by the allowance of
any deduction, Tax credit or other Tax benefit for the Tax, claim, cost or expense that gave rise
to the Payor’s liability to pay such Amount (whether such Tax savings are realized in the year in
which such payments re received or accrued or in one or more subsequent years) to be equal to the
original Amount to be paid, provided that for the purpose of calculating the amount of Taxes
imposed on the Payee with respect to the accrual, actual receipt or constructive receipt of any
such supplemental payment, it shall be assumed that the Payee is subject to each Tax imposed on the
Payee (or any group of corporations that includes the Payee and for which a consolidated, combined,
unitary or other group Tax return is filed) with respect to the accrual, actual receipt or
constructive receipt of such payments at the highest marginal tax rate applicable to the Payee for
the tax accounting period in which the Payee accrues or receives (actually or constructively) such
payment.



ARTICLE 1

DEFINITIONS AND INTERPRETATION




-6-









 





     “Agreement” or “Lease” means this Aircraft Lease Agreement, together with all
Exhibits hereto, as the same may from time to time be modified, amended or supplemented.



     “Aircraft” means (i) the aircraft described in the Lease Supplement including the
Airframe, the Engines, the Propellers, the Landing Gear whether or not installed on the Airframe,
(ii) all Parts and components thereof, (iii) spare parts or ancillary equipment or devices
furnished with the Airframe, or the Engines under this Agreement, (iv) all Technical Records, and
(v) substitutions, renewals and replacements of any of the items identified in clauses (i) through
(iv) above, including, in the case of (i), (ii) and (iii), any Engine, Propeller, Landing Gear or
Part which is for the time being detached from the Airframe but remains the property of Lessor
pursuant to this Agreement.



     “Airframe” means the Aircraft, excluding the Engines and Technical Records.



     “Airworthiness Directives” or “ADs” means all airworthiness directives
of the FAA and the Aviation Authority applicable to the Aircraft.



     “Approved Maintenance Provider” means a maintenance facility certificated by the FAA
pursuant to FAR Part 145, and approved by the FAA for the accomplishment of the maintenance,
testing, inspection, repair, overhaul or modification that is intended to be accomplished with
respect to the Airframe, any Engine, any Propeller, the Landing Gear, or any Part, as the case may
be.



     “Aviation Authority” means the FAA or any government entity or authority which under
the laws of United States from time to time has control over civil aviation or the registration,
airworthiness or operation of aircraft in the United States.



     “Basic Rent” means all and any amounts payable pursuant to Section 6.1.



     “Basic Rent Payment Date” means the Initial Basic Rent Payment Date and each
succeeding day of each calendar month thereafter corresponding to the Initial Basic Rent Payment
Date; provided, that if such day is not a Business Day, such Basic Rent Payment Date shall
be the immediately succeeding Business Day. If the Initial Basic Rent Payment Date falls on the
29th, 30th or 31st day of the month and for any given month during the Lease Period there is no
such corresponding date, the Basic Rent Payment Date for such given month will be the next Business
Day.



     “Business Day” means a day, other than a Saturday or Sunday, on which banks are open
in New York, New York for the transaction of business of the nature required by this Agreement and
the Operative Documents.



     “Claim” has the meaning provided in Section 18.1.



     “Cycle” means one take-off and landing of the Aircraft or, in respect of any Engine,
Propeller, Landing Gear or Part temporarily installed on another aircraft, of that other aircraft.



     “Default” means any event or condition which, with the lapse of time or the giving of
notice or both, would constitute an Event of Default.



ARTICLE 1

DEFINITIONS AND INTERPRETATION




-7-









 





     “Default Rate” means a fixed rate of interest equal to eight percent (8%) per annum.



     “Delivery” means delivery of the Aircraft by Lessor to Lessee hereunder.



     “Delivery Date” means the date on which Delivery takes place, as contemplated in
Section 4.2.



     “Delivery Location” means Ft. Lauderdale, Florida.



     “Engine” means each of the engines listed on the Lease Supplement, and any replacement
engine acquired by Lessor and leased to Lessee pursuant to the terms of this Lease following a
Total Loss of an Engine, together, in any case, with any and all Parts which are from time to time
incorporated in or attached to such engine and any and all Parts removed therefrom so long as title
thereto is to remain vested in Lessor in accordance herewith.



     “Engine Lease Agreement” means



     “Event of Default” means any of the events referred to in Section 15.1.



     “Excluded Taxes” has the meaning provided in Section 18.6.



     “Expiry Date” means the earlier of the Scheduled Termination Date and the date on
which the leasing of the Aircraft hereunder is otherwise terminated pursuant to the terms hereof.



     “Early Termination Option” has the meaning provided in Section 4.2.



     “FAA” means the Federal Aviation Administration of the Department of Transportation of
the United States of America and any successor thereto which under the laws of the United States of
America shall from time to time have control or supervision of civil aviation in the United States
of America or have jurisdiction over the registration, airworthiness or operation of, or other
matters relating to, the Aircraft.



     “FAR” means the Federal Aviation Regulations, the regulations promulgated by the FAA
pursuant to the United States Federal Aviation Act of 1958, as amended.



     “Financing Documents” means all Loan Agreements, Security Documents, swaps and forward
interest rate agreements entered into in connection with any Loan Agreement and all other documents
from time to time executed by Lessor or any third party by way of security for, or as a guarantee
of the performance by, Lessor of its obligations under any Loan Agreement (whether or not such
document secures any other obligations as well).



     “Flight Hour” means each hour or part thereof elapsing from the moment at which the
wheels of the Aircraft leave the ground on the take-off of the Aircraft (or, in respect of any
Engine, Propeller, Landing Gear or Part temporarily installed on another aircraft, of that other
aircraft) until the wheels of the Aircraft (or such other aircraft) touch the ground on the landing
of the Aircraft (or such other aircraft) following such flight, and for the purposes of all
calculations under this Agreement measured in Flight Hours, such hours, including fractions




ARTICLE 1

DEFINITIONS AND INTERPRETATION




-8-









 







thereof measured in minutes, shall be accumulated throughout each period in respect of which
such calculation is made.



     “IATA” means the International Air Transport Association.



     “Indemnitee” means Lessor, each Lender, and any Affiliate of each of the foregoing,
their respective successors and assigns and each of their respective shareholders, members,
partners, managers, directors, agents, employees and attorneys-in-fact.



     “Initial Basic Rent Payment Date” means the Delivery Date.



     “Landing Gear” means the landing gear installed on the Airframe on the Delivery Date
or any replacement thereof made in accordance with this Agreement, together, in any case with any
and all Parts which are from time to time incorporated or attached to such landing gear and any and
all Parts removed therefrom so long as title thereto is to remain vested in Lessor in accordance
herewith pursuant to Section 11.3.



     “Lease” or “Agreement” means this Aircraft Lease Agreement, together with all
Exhibits hereto, as the same may from time to time be modified, amended or supplemented.



     “Lease Period” means the period commencing on the Delivery Date and ending on the
Expiry Date.



     “Lease Supplement” means a completed, executed lease supplement substantially in the
form of and containing the information about the Aircraft described in Exhibit B.



     “Lender” means any banks or financial institutions or other persons identified in
writing to Lessee that may from time to time provide or have provided financial facilities to
Lessor in relation to the acquisition or continuing ownership of the Aircraft by Lessor and/or any
party acting as or agent of such bank, financial institution other person, and shall initially
include Raytheon Aircraft Credit Company.



     “Lessee’s Documents” means this Agreement, the Lease Supplement, any acknowledgment of
any Security Documents by Lessee and all notices, consents, certificates, confirmations and other
documents from time to time issued or entered into by Lessee pursuant to or in connection with any
thereof.



     “Lessor’s Lien” means any Lien over the Aircraft arising as a result of (i) any act or
omission of Lessor that constitutes a breach of any of the terms of this Agreement, (ii) any
indebtedness, liability or other obligation arising by through or under Lessor, including without
limitation any Tax, that is not indemnified against by Lessee or (iii) the Financing Documents or
any other Lien from time to time created by or through Lessor in connection with the financing of
the Aircraft.



     “Lien” means any mortgage, charge, pledge, lien, right of detention, right of set-off
(but excluding any right of set-off, consolidation, merger or combination of accounts arising in
favor of a banker by operation of law) or any encumbrance or security interest whatsoever,
howsoever created or arising.



ARTICLE 1

DEFINITIONS AND INTERPRETATION




-9-









 





     “Loan Agreement” means any agreement from time to time entered into between Lessor and
one or more Lenders providing financial facilities to Lessor in relation to the acquisition or
continuing ownership of the Aircraft.



     “Maintenance Planning Document” or “MPD” means the Manufacturer Maintenance
Planning Document, as amended from time to time, for Beechcraft 1900D aircraft.



     “Maintenance Program” means Lessee’s written continuous airworthiness maintenance and
inspection program that is authorized by the Aviation Authority and acceptable to Lessor.



     “Maintenance Requirements” has the meaning provided in Section 10.1.



     “Maintenance Reserves” means the funds accumulated in accordance with Section 6.2 to
cover engine maintenance costs.



     “Maintenance Reserves Charge” means the amount set forth in Schedule A.



     “Manufacturer” means, with respect to the Airframe, Raytheon Aircraft Company.



     “Mortgage Conventions” means the (i) Cape Town Convention of International Interests
in Mobile Equipment and the Protocol thereto and (ii) the Geneva Convention for the International
Recognition of Rights in Aircraft but excluding any terms of adhesion thereto or ratification
thereof containing reservations to which the United States does not accede.



     “Mortgagee” means any banks, financial institutions, trust companies or other persons
notified in writing to Lessee that may from time to time hold a security interest in, pledge over
or mortgage on the Aircraft whether acting in its individual capacity or as agent or trustee for
Lenders.



     “Net Total Loss Proceeds” means an amount equal to the Total Loss Proceeds actually
received by Lessor or its designee following a Total Loss, less any expenses, costs and Taxes (that
are indemnifiable by Lessee pursuant to Article 18) imposed on or incurred by Lessor in respect of
such Total Loss.



     “OEM” means the original equipment manufacturer or any aircraft, engine, part
component or other equipment or device, as applicable and in the context in which such term is
used.



     “Operative Documents” means the Lessee’s Documents, the Guarantee, the Financing
Documents and all notices, consents, certificates, confirmations and other documents from time to
time issued or entered into pursuant to or in connection with any thereof.



     “Part” means any part, component, appliance, accessory, instrument or other item of
equipment (including the Propellers and Landing Gear, but excluding complete Engines or other
engines) for the time being installed or incorporated in or attached to the Airframe or an Engine,
or which, having been removed therefrom, is to remain the property of Lessor pursuant to this
Agreement.



ARTICLE 1

DEFINITIONS AND INTERPRETATION




-10-









 





     “Permitted Lien” means (i) any Lien in respect of Taxes which are either not yet
assessed or, if assessed, not yet due and payable or are being contested in good faith by
appropriate proceedings, (ii) any Lien of an airport hangar-keeper, mechanic, material-man,
carrier, employee or other similar Lien arising in the ordinary course of business by statute or by
operation of law, in respect of obligations that are not overdue or that are being contested in
good faith by appropriate proceedings, (iii) any Lien for fees or charges of any airport or air
navigation authority, the payment of which is not overdue or the obligation for payment of which is
being contested in good faith by appropriate proceedings, (iv) any Lien arising from the Operative
Documents and (v) any Lessor’s Lien; provided that (in relation to (i), (ii) and (iii) above) any
such proceedings, or the continued existence of such Lien, do not, in the opinion of Lessor,
involve any likelihood of the sale, forfeiture or loss of the Aircraft or any part thereof or any
interest therein (and for the payment of which adequate reserves or an adequate bond have been
provided) by Lessee.



     “Pratt & Whitney” means Pratt & Whitney Canada Corporation and/or any affiliate
thereof.



     “Pratt & Whitney Agreement” means the TCP Agreement #02-1551R2 between Pratt & Whitney
Canada Corp. and Air Midwest, Inc., dated May 24, 2002.



     “Propeller” means each of the propellers specified in the Lease Supplement and any
replacement thereof made in accordance with this Agreement together, in any case, with any and all
Parts which are from time to time incorporated in or attached to such propeller and any and all
Parts removed therefrom so long as title thereto is to remain vested in Lessor in accordance
herewith.



     “Raytheon” means Raytheon Aircraft Company and/or any Affiliate thereof.



     “Redelivery Location” means the location designated by Lessor within the continental
United States.



     “Related Leases” means any and all leases of aircraft between Lessor or any Affiliate
of Lessor, or trustee on behalf of Lessor or any Affiliate of Lessor, as lessor, and Lessee or any
Affiliate of Lessee or any person, the obligations of which are guaranteed by Lessee, whether such
leases may be construed to be “true” leases or otherwise.



     “Scheduled Delivery Date” means November 22, 2004, or such other date as Lessor may
advise Lessee from time to time.



     “Scheduled Lease Period” means the period commencing on the Delivery Date and ending
on the Scheduled Termination Date.



     “Scheduled Termination Date” means the day immediately preceding the five (5) year
anniversary of the Delivery Date.



     “Security Deposit” has the meaning provided in Section 6.3.



ARTICLE 1

DEFINITIONS AND INTERPRETATION




-11-









 





     “Security Documents” means any security agreement and any and all assignments by way
of security or mortgage of any or all of Lessor’s right, title and interest in and to the Aircraft,
this Agreement and/or the other Lessee’s Documents from time to time granted by Lessor in favor of
any Lender.



     “SRM” means the Manufacturer’s Structural Repair Manual for the Aircraft.



     “State of Jurisdiction” means the State of Arizona in the United States of America.



     “State of Organization” means the State of Florida in the United States of America.



     “State of Registration” means the United States of America or such other country or
state of registration of the Aircraft as Lessor may, in its absolute discretion, approve in
writing.



     “Stipulated Loss Value” shall have the meaning provided in Section 13.1(a) hereof.



     “Supplemental Rent” means all amounts, liabilities and obligations (other than Basic
Rent and Maintenance Reserves) payable by Lessee hereunder.



     “Taxes” shall have the meaning provided in Section 18.6 hereof.



     “Technical Records” means, whether in paper, photographic, digital, electronic or
other media, all technical data, manuals supplied by the Manufacturer or any other manufacturer or
supplier, logs, records, and other materials and documents regarding the Aircraft or any part
thereof that are delivered to Lessee upon Delivery, including but not limited to those identified
on the Lease Supplement or that are kept by Lessee or required by the Aviation Authority to be kept
whether in compliance with any applicable law or this Agreement or any requirement for the time
being of the Aviation Authority.



     “Total Loss” means in relation to the Aircraft, the Airframe, any Engine, any
Propeller or the Landing Gear (i) its actual, constructive, compromised, arranged or agreed total
loss, or (ii) its destruction or damage beyond repair or being rendered permanently unfit for
normal use for any reason whatsoever, or (iii) its requisition for title, confiscation,
sequestration, detention, forfeiture, compulsory acquisition or seizure, in any such case resulting
in loss of title, or (iv) any requisition for hire for a period exceeding the earlier of (A) 60
days and (B) the Scheduled Termination Date, or (v) its hijacking, theft or disappearance resulting
in loss of possession by Lessee for a period exceeding the earlier of (A) 30 consecutive days and
(B) the Scheduled Termination Date. Total Loss of the Aircraft shall be deemed to have occurred if
a Total Loss occurs with respect to the Airframe.



     “Total Loss Date” means (i) in the case of an actual total loss or destruction or
damage beyond repair, or being rendered permanently unfit, the date on which such loss,
destruction, damage or rendition occurs (or, if the date of loss or destruction is not known, the
date on which the Aircraft, Airframe, Engine, Propeller or Landing Gear was last heard of), or (ii)
in the case of a constructive, compromised, arranged or agreed total loss, whichever shall be the
earlier of (A) the date being 30 days after the date on which notice claiming such total loss is
issued to the insurers or brokers, (B) the date on which such loss is agreed or compromised by the
insurers and (C) the Scheduled Termination Date, or (iii) in the case of requisition, confiscation,



ARTICLE 1

DEFINITIONS AND INTERPRETATION




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sequestration, detention, forfeiture, compulsory acquisition or seizure, in any such case
resulting in loss of title, the date on which the same takes effect, or (iv) in the case of a
requisition for hire, the earlier of (A) the date being 90 days after the requisition commenced,
(B) the date on which the insurers make payment on the basis of a Total Loss and (C) the Scheduled
Termination Date, or (v) in the case of hijacking, theft or disappearance, the earlier of (A) the
date being 30 days after the date on which Lessee lost possession, (B) the date on which the
insurers make payment on the basis of a Total Loss and (C) the Scheduled Termination Date.



     “Total Loss Proceeds” means the proceeds of any insurance, or any compensation or
similar payment, arising in respect of a Total Loss.



     “US$, Dollars or $” means the lawful currency of the United States of America and, in
relation to all payments in dollars to be made under, or pursuant to this Agreement, same day funds
settled through the New York Clearing House System (or such other funds as may for the time being
be customary for the settlement in New York City of international payment in dollars).



1.2. Interpretation. References in this Agreement to:





	 	(a)	 	an Event of Default shall include (except in relation to Section 15.2)
references to any event that, with the giving of notice and/or lapse of time and/or a
relevant determination, would constitute an Event of Default;
	 
	 	(b)	 	Articles, Sections, Exhibits, Schedules or Supplements are, unless otherwise
specified, references to Articles and Sections of, and Exhibits, Schedules or
Supplements to, this Agreement;
	 
	 	(c)	 	any statutory or other legislative provision shall be construed as including
any statutory or legislative modification or re-enactment thereof, or any provision
enacted in substitution therefor;
	 
	 	(d)	 	the Aircraft includes any part of the Aircraft, and, where the context so
admits, any of the Technical Records, and references to any part of the Aircraft
include any part of any Engine and any Propeller;
	 
	 	(e)	 	the word “person” or “persons” or to words importing persons include, without
limitation, individuals, partnerships, limited liability companies, corporations,
government agencies, committees, departments, authorities and other bodies, corporate
or unincorporated, whether having distinct legal personality or not, and any reference
to any person shall, unless stated otherwise, include such person’s successors and
permitted assigns;
	 
	 	(f)	 	any agreement or instrument includes such agreement or instrument as it may
from time to time be amended, modified, supplemented, novated or substituted;
	 
	 	(g)	 	an “agreement” also include a concession, contract, deed, instrument,
franchise, license, treaty or undertaking (in each case, whether oral or written); and






ARTICLE 1

DEFINITIONS AND INTERPRETATION




-13-









 






	 	(h)	 	“law” includes common or customary law and any constitution, decree, judgment,
legislation, order, ordinance, regulation, rule, statute, treaty, convention, protocol
or other legislative measure in any jurisdiction or any present or future directive,
regulation, request or requirement, or official or judicial interpretation of any of
the foregoing, in each case having the force of law as may be amended, modified,
supplemented, novated or substituted from time to time.




Headings are for ease of reference only, and where the context so admits, words importing the
singular number only shall include the plural and vice versa, and words importing neuter gender
shall include the masculine or feminine gender.



ARTICLE 1

DEFINITIONS AND INTERPRETATION





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ARTICLE 2. REPRESENTATIONS AND WARRANTIES



2.1. Lessee’s Representations and Warranties. Lessee acknowledges that Lessor has entered
into this Agreement and the other Operative Documents to which Lessor is a party in full reliance
on representations and warranties by Lessee herein, and Lessee represents and warrants to Lessor as
of the date hereof and as of the time of Delivery that the following statements are true and
accurate:





	 	(a)	 	Lessee is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Organization. It has the corporate power and
authority to carry on its business as presently conducted, to own or hold under lease
its assets, to enter into and perform its obligations under the Lessee’s Documents and
to consummate the transactions contemplated hereby and thereby;
	 
	 	(b)	 	Lessee’s organizational documents incorporate provisions that permit, and all
necessary action has been taken to authorize, and all necessary authorizations,
approvals, consents, licenses, permits and orders of and registrations with any
governmental or other authority have been duly and unconditionally obtained and are now
in full force and effect that are required to authorize, Lessee to sign and deliver,
and perform its obligations under and the transactions contemplated by, the Lessee’s
Documents;
	 
	 	(c)	 	the Lessee’s Documents constitute, or when entered into will constitute, legal,
valid and binding obligations of Lessee, enforceable in accordance with their
respective terms;
	 
	 	(d)	 	neither the execution and delivery of the Lessee’s Documents nor the
performance of any of the transactions contemplated herein and therein will (i)
contravene or constitute a violation or breach of or a default under any existing law
or agreement by which Lessee or any of its assets is bound, any agreement to which it
is a party or Lessee’s organizational documents, (ii) cause any limitation on Lessee or
its assets or the powers of its directors or officers, whether imposed by or contained
in Lessee’s organizational documents or any existing law, agreement or otherwise, to be
exceeded or (iii) result in the creation or imposition of, or oblige Lessee to create,
any Lien over its undertaking or any of its assets, rights or revenues;
	 
	 	(e)	 	except for the registration of this Lease and the Lease Supplement with the
Aviation Authority and the filing of a financing statement under the Uniform Commercial
Code in the State of Organization, it is not necessary or advisable under the law of
the State of Registration or the law of the State of Organization in order to ensure
the validity, effectiveness or enforceability of any Lessee’s Document or to protect
the rights of Lessor in the Aircraft or any part thereof that any Lessee’s Document or
any other instrument be filed, registered or recorded or that any action be taken, and
under the laws of the State of Registration or the laws of the State of Organization,
and the rights of Lessor in the Aircraft will have priority in all respects over the
claims of all creditors of Lessee, except as may be





ARTICLE 2

REPRESENTATIONS AND WARRANTIES




-15-









 






	 	 	 	limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
laws of general application relating to creditors’ and lessors’ rights generally and
by general equitable principles (regardless of whether or not issues of
enforceability are considered in a proceeding in equity or at law);
	 	(f)	 	the obligations of Lessee under the Lessee’s Documents are, or upon execution
thereof by Lessee will be, direct, general and unconditional obligations of Lessee and
rank, or will rank, at least pari passu with all other present and future unsecured and
unsubordinated obligations (including contingent obligations) of Lessee;
	 
	 	(g)	 	no event has occurred that constitutes a contravention of, or default under,
any agreement by which Lessee or any of its assets is bound or affected and that would
have a material adverse effect on the financial condition, business, assets, operations
or prospects of Lessee or an adverse effect on its ability to observe or perform its
obligations under the Lessee’s Documents;
	 
	 	(h)	 	no litigation, arbitration or administrative proceeding that could (by itself
or together with any other such proceedings or claims) have an adverse effect on
Lessee’s ability to observe or perform its obligations under the Lessee’s Documents or
a materially adverse effect upon Lessee’s financial condition, business, assets,
operations or prospects is presently in progress, or pending or to the best knowledge
of Lessee, threatened against Lessee or any of its assets;
	 
	 	(i)	 	the audited financial statements of Lessee for the fiscal year ended December
31, 2003 and the unaudited financial statements for the quarter ended June 30, 2004
(the “Statement Date”) have been prepared in accordance with generally accepted
accounting principles and give a true and fair view of the results of its operations
for that period and the state of its affairs at the Statement Date and, in particular,
to the extent required by generally accepted accounting principles, accurately disclose
or reserve against all the liabilities (actual or contingent) of Lessee, and there has
been no material adverse change in the financial condition, business, assets or
operations of Lessee since the Statement Date;
	 
	 	(j)	 	all federal and all material state, local and foreign tax returns that are
required to be filed by Lessee have been delivered by Lessee to the applicable taxation
authorities, Lessee is not in default in the payment of any Taxes shown to be due on
such returns or in any assessment or demand for payment received from any taxation
authority, and no claim is being asserted with respect to Taxes that is not disclosed
in the audited accounts referred to in paragraph (i) above and that, if paid, would be
likely to have a materially adverse effect on the financial condition, business,
assets, operations or prospects of Lessee or a materially adverse effect on Lessee’s
ability to observe or perform any of its obligations under the Lessee’s Documents
taking into account all other obligations that Lessee must observe or perform at that
time;





ARTICLE 2

REPRESENTATIONS AND WARRANTIES




-16-









 






	 	(k)	 	the financial and other information furnished by or on behalf of Lessee to
Lessor and its Affiliates does not contain any untrue statement or omit to state any
material fact the omission of which makes the statements therein, in the light of the
circumstances under which they were made, misleading, nor omits to disclose any
material matter and all expressions of expectation, intention, belief and opinion
contained therein were honestly made on reasonable grounds after due and careful
inquiry by Lessee;
	 
	 	(1)	 	the Maintenance Program complies with the requirements of the Aviation
Authority;
	 
	 	(m)	 	Lessee, under applicable law, is subject to private commercial law and suit in
the State of Registration, the State of Organization, the State of Jurisdiction and in
any other jurisdiction affecting Lessee, and neither Lessee nor its properties or
assets have any right of immunity from suit or execution on the grounds of sovereignty
in the State of Registration, the State of Organization, the State of Jurisdiction or
any other jurisdiction or on any other grounds;
	 
	 	(n)	 	no Event of Default has occurred which has not otherwise been cured in
accordance with the terms hereof;
	 
	 	(o)	 	Lessee’s “jurisdiction of organization,” as that term is defined in Article 9
of the Uniform Commercial Code as in effect in the State of Organization, is Florida;
and
	 
	 	(p)	 	Lessee represents and warrants that, in the event of the commencement of a case
under chapter 11 of title 11, United States Code, in which Lessee is the “debtor,”
Lessor shall be entitled to the benefit of Section 1110 of title 11, United States
Code, as in effect on the date hereof with respect to the Aircraft.




2.2. Lessor’s Representations and Warranties. Lessor acknowledges that Lessee has entered
into this Agreement and the other Operative Documents to which Lessee is a party in full reliance
on representations and warranties by Lessor herein, and Lessor represents and warrants to Lessee as
of the date hereof and as of the time of Delivery that the following statements are true and
accurate:





	 	(a)	 	Lessor is a Nevada corporation duly incorporated and validly existing under the
laws of the State of Nevada and has full power and authority to conduct its business as
presently conducted, to enter into and perform its obligations under the Lessee’s
Documents to which it is a party and to consummate the transactions contemplated hereby
and thereby;
	 
	 	(b)	 	Lessor’s organizational documents incorporate provisions that permit, and all
necessary corporate action has been taken to authorize, and all necessary
authorizations of any governmental or other authority have been duly and
unconditionally obtained and are now in full force and effect that are required to
authorize, Lessor to sign and deliver, and to perform the transactions contemplated by,
the Lessee’s Documents to which it is a party;






ARTICLE 2

REPRESENTATIONS AND WARRANTIES




-17-









 






	 	(c)	 	the Lessee’s Documents to which Lessor is a party constitute, or when entered
into will constitute, legal, valid and binding obligations of Lessor, enforceable in
accordance with their respective terms;
	 
	 	(d)	 	neither the execution and delivery of the Lessee’s Documents to which Lessor is
a party nor the performance of any of the transactions contemplated herein and therein
will (i) contravene or constitute a violation or breach of or a default under any
existing law or agreement by which Lessor or any of its assets is bound, any agreement
to which Lessor is a party or Lessor’s organizational documents or (ii) cause any
limitation on Lessor, or the power of its directors and officers, whether imposed by or
contained in Lessor’s organizational documents or any existing law, agreement or
otherwise, to be exceeded;
	 
	 	(e)	 	no litigation, arbitration or administrative proceeding that would (by itself
or together with any other such proceedings or claims) have an adverse effect on
Lessor’s ability to observe or perform its obligations under the Lessee’s Documents to
which it is a party or a material adverse effect upon its financial condition,
business, assets, operations or prospects is presently in progress or pending or
threatened against Lessor or any of its assets;
	 
	 	(f)	 	at the time of Delivery, Lessor shall have full legal title to the Aircraft;
and
	 
	 	(g)	 	Lessor is a citizen of the United States as defined in Section 40102(a)(15) of
Title 49, of the United States Code.




2.3. No Prejudice. The rights of either party hereto in relation to any misrepresentation
or breach of warranty by the other party shall not be prejudiced by any investigation by or on
behalf of the first party into the affairs of the other party, by the performance of this Agreement
and the other Operative Documents to which it is a party or by any other act or thing done or
omitted by the first party that would, but for this Section 2.3, prejudice such rights.




ARTICLE 2

REPRESENTATIONS AND WARRANTIES




-18-









 





ARTICLE 3. CONDITIONS PRECEDENT



3.1. Lessor’s Conditions Precedent. The obligation of Lessor to lease the Aircraft to
Lessee shall be subject to fulfillment of each of the following conditions on or before the
Delivery Date (save to the extent that any of the same are waived or deferred by Lessor in writing
in its absolute discretion):





	 	(a)	 	Lessor shall have received the following documents, each in form and substance
reasonably acceptable to Lessor, on or prior to Delivery:






	 	(i)	 	an opinion from counsel to Lessee qualified in the State of
Registration addressed to Lessor and any Lender or Mortgagee, in form and
substance acceptable to Lessor, with respect to, among other customary
opinions, due authorization, security and enforceability of the Lease and
Lessee’s Documents against Lessee;
	 
	 	(ii)	 	the Lease Supplement, duly executed on behalf of Lessee;
	 
	 	(iii)	 	an incumbency certificate signed by Lessee’s secretary
together with the documents referred to in such certificate which documents
shall include certified copies of Lessee’s organization documents;
	 
	 	(iv)	 	copies of all consents, authorizations and approvals of any
governmental agency or authority and of any trustee or holder of any
indebtedness or obligations of Lessee (if any) that are required in connection
with the execution, delivery and performance of this Agreement and the other
Lessee’s Documents, duly certified by an authorized officer of Lessee;
	 
	 	(v)	 	an insurance broker’s certificate and letter of undertaking
addressed to Lessor and any Lender or Mortgagee evidencing, to the satisfaction
of Lessor, that the insurance and undertakings required by Article 13 are in
full force and effect;
	 
	 	(vi)	 	copies of Lessee’s air operator’s certificate and air transport
license as issued by the Aviation Authority, and all other licenses,
certificates and permits required to be maintained by Lessee for the public
transport of passengers and cargo by aircraft, each in relation to the
Aircraft;
	 
	 	(vii)	 	a copy of the Maintenance Program;
	 
	 	(viii)	 	a power of attorney empowering Lessee’s representative to accept the Aircraft
on behalf of Lessee; and
	 
	 	(ix)	 	any other documents reasonably requested by Lessor with respect
to the transactions contemplated by the Operative Documents and with respect to
Lessee or the Aircraft;






ARTICLE 3

CONDITIONS PRECEDENT





-19-









 






	 	(b)	 	Lessor shall have received the executed chattel paper original counterpart of
this Agreement and the Lease Supplement;
	 
	 	(c)	 	Lessor shall have received the Security Deposit and the first monthly payment
of Basic Rent;
	 
	 	(d)	 	the Aircraft shall be duly registered with the Aviation Authority in accordance
with Section 9.1;
	 
	 	(e)	 	each of the representations and warranties contained in Section 2.1 shall be
true and accurate at the time of Delivery;
	 
	 	(f)	 	Lessor shall have obtained satisfactory legal opinions with respect to tax,
security, enforcement and other matters with respect to the Lease and other Operative
Documents;
	 
	 	(g)	 	no material change shall have occurred, from and after the date of this
Agreement through the Delivery Date, in any income tax regulations or other statutes
relating to the transaction contemplated by this Agreement and/or the other Operative
Documents;
	 
	 	(h)	 	no material adverse change in or any occurrence, from and after the date of
this Agreement through the Delivery Date, which would materially adversely affect any
domestic or international financial or capital markets, Lessor’s funding costs or the
business of Lessee and/or Guarantor or deterioration in any national or international
situation (whether monetary, financial, economic or political) which would adversely
affect Lessee and/or Guarantor;
	 
	 	(i)	 	no change shall have occurred after the date of this Agreement in any
applicable law or in the interpretation thereof that, in Lessor’s opinion, would make
it illegal for Lessor and/or Lessee to perform any of their respective obligations
under this Agreement or any of the other Lessee’s Documents;
	 
	 	(j)	 	no Total Loss shall have occurred;
	 
	 	(k)	 	this Agreement and the Lease Supplement shall have been filed with the Aviation
Authority; and
	 
	 	(l)	 	Lessor shall have received evidence that any and all financing statements
reasonably required by Lessor or any Lender or Mortgagee have been duly filed and that
all filings, registrations, recordings and other actions have been or will be taken
which are necessary or advisable to ensure the validity, effectiveness and
enforceability of this Agreement and to protect the property right of Lessor and any
Lender or Mortgagee in the Aircraft, any Engine, any Propeller or any Part.




3.2. Lessee’s Conditions Precedent. The obligation of Lessee to take the Aircraft on lease
from Lessor shall be subject to fulfillment of each of the following conditions on or before the
Delivery Date:





ARTICLE 3

CONDITIONS PRECEDENT





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	 	(a)	 	each of the representations and warranties contained in Section 2.2 shall be
true and accurate at the time of Delivery;
	 
	 	(b)	 	Lessee shall have received executed counterparts of each Lessor’s Document; and
	 
	 	(c)	 	the Aircraft shall be located in the Delivery Location.




3.3. Waiver of Lessor Conditions Precedent. The conditions precedent set forth in Section
3.1 are for the sole benefit of Lessor and may be waived or deferred by Lessor in whole or in part
and with or without conditions. If any of the conditions precedent set forth in Section 3.1 are not
satisfied or deferred in writing on the Delivery Date and Lessor (in its absolute discretion)
nonetheless agrees to deliver the Aircraft to Lessee, Lessor shall notify in writing Lessee of any
such failures and Lessee shall ensure that such conditions precedent are fulfilled within five (5)
Business Days after the Delivery Date and Lessor may treat the failure of Lessee to do so as an
Event of Default.



3.4. Post-Delivery Requirements. Promptly following recordation of this Agreement and the
Lease Supplement with the FAA, Lessee will, at its sole cost and expense, provide Lessor with an
opinion from special FAA counsel, as to the proper registration of the Aircraft and the proper
filing and recordation of the Agreement and Lease Supplement with the FAA, as further contemplated
in Section 9.1 hereof, in form and substance reasonably satisfactory to Lessor. Such opinion shall
be addressed to Lessor and Lessee.



3.5. Failure to Take Delivery. If Lessee fails to satisfy the conditions contained in this
Lease so as to allow Delivery to take place following tender of delivery of the Aircraft by Lessor
or to take delivery of the Aircraft when tendered for delivery by Lessor in accordance with the
terms and conditions required hereunder, Lessee will indemnify Lessor for all reasonable costs and
expenses incurred by Lessor as a result thereof, including (but without limitation) any payments
which Lessor is or becomes obligated to make in order to prepare the Aircraft for Delivery.




ARTICLE 3

CONDITIONS PRECEDENT




-21-









 





ARTICLE 4. TERM OF LEASING: DELIVERY



4.1. Term of Leasing. Lessor shall lease to Lessee the Aircraft, subject to the terms and
conditions of this Agreement, for the Scheduled Lease Period. Lessee shall lease the Aircraft,
subject to the terms and conditions of this Agreement, for the Scheduled Lease Period. Lessee
acknowledges and agrees that nothing contained in this Agreement nor any payment by Lessee
hereunder nor any subsequent conduct of Lessee shall in any way prejudice or affect Lessor’s title
to and ownership of the Aircraft, or be deemed to confer or transfer to Lessee any title or
interest therein save for such rights as are specifically granted by this Agreement and the other
Operative Documents.



4.2 Early Termination Option. So long as no Default or Event of Default has occurred and is
continuing hereunder Lessee shall have a one-time early termination option, exercisable pursuant to
the terms set forth in Exhibit A hereto.



4.3 Lessee inspection of Aircraft and Condition of Aircraft at Delivery.




     (a) Engine First Stage Compressor Inspections. A first stage compressor inspection of
each installed Engine shall have been performed by Lessor and Lessee or a third party prior to the
Delivery Date.



     (b) Correction of Discrepancies. If any inspection items exceed manufacturer’s
published limits for Engine, and/or if any inspection shows evidence of foreign object damage, then
Lessor shall repair such damage in accordance with the Pratt & Whitney maintenance repair manual of
if foreign object damage is beyond repairable limits, the part will be replaced with a serviceable
unit at the Lessor’s expense, prior to Delivery, correct or cause to correct such conditions to
meet normal tolerances.



     (c) Condition of Aircraft at Delivery. At Delivery, the Aircraft will be delivered by
Lessor to Lessee in accordance with the delivery conditions set forth in Exhibit C hereto and shall
be technically accepted by Lessee’s representatives at the Delivery Location.


4.4 Delivery. As of the date of this Agreement, Delivery of the Aircraft from Lessor to
Lessee is scheduled to occur on or about the Scheduled Delivery Date. Provided that the conditions
set forth in Section 3.1 of this Agreement have been satisfied or waived by Lessor, Lessor will
tender the Aircraft to Lessee, and provided that the conditions set forth in Section 3.2 have been
satisfied or waived by Lessee, Lessee will accept the Aircraft in its then “as is”, “where is”
condition. The date on which such tender and acceptance occurs shall be the “Delivery
Date”. Upon Delivery and acceptance of the Aircraft, Lessee shall deliver a duly executed Lease
Supplement to Lessor, which shall be conclusive proof that Lessee has unconditionally accepted the
Aircraft for lease under this Agreement without any reservations whatsoever. Lessee shall be
responsible for, and shall pay all costs of, ferry flights to its location of operation and
integration of the Aircraft into Lessee’s fleet. Lessor shall not be responsible for any loss or
expense, or any loss of profit, arising from any delay in the delivery of, or failure to deliver,
the Aircraft to Lessee under this Agreement unless such delay or failure arises as a direct
consequence of the gross negligence or willful misconduct of Lessor.




ARTICLE 4

TIME OF LEASING; DELIVERY




-22-









 







4.5 Risk. From the Delivery Date to and until redelivery of the Aircraft in accordance with
Article 17, Lessee shall bear all risks of loss, theft, damage and destruction of or to the
Aircraft and every part thereof, and no such loss, theft, damage or destruction nor any other
event, circumstance or change in law shall impair, discharge or frustrate any obligation of Lessee
under this Agreement (including, without limitation, payment of Basic Rent or Supplemental Rent),
so that all such obligations shall continue in full force and effect.



4.6 Change of Law. In the event of any change in law affecting Lessee’s, Lessor’s, Lender’s
or Mortgagee’s interest in the Aircraft, Lessor and Lessee shall consult and cooperate in good
faith to mitigate the effect thereof.



4.7 Quiet Enjoyment; Lessor’s Covenants. Subject to the provisions of this Agreement,
including the provisions for early termination, or unless compelled to do so by any applicable law,
so long as no Default or Event of Default has occurred and is continuing, neither Lessor, nor any
person lawfully claiming through or under Lessor (other than a Lender and any assignee or
transferee of Lessor pursuant to Section 19.2 shall interfere with Lessee’s quiet enjoyment of the
Aircraft.



4.8 Financing; Liens. Lessee acknowledges that Lessor has and may borrow funds to finance
and/or refinance its acquisition or ownership of the Aircraft and in connection therewith to incur
obligations under the Financing Documents. Lessor has and may, upon written notice to Lessee, at
any time during the Lease Period, grant additional security interest or security interests over
their respective interests in the Aircraft and the benefit of Lessee’s Documents to one or more
Lenders pursuant to such Financing Documents. Lessee undertakes to acknowledge the Security
Documents by executing and delivering a consent to such documents in such form as Lessor shall
reasonably require, to give the insurers notice of any assignment of insurance in such form as
Lessor shall reasonably require and to procure that the insurers acknowledge the same and otherwise
to provide all reasonable assistance and cooperation to Lessor, each Lender and their respective
representatives and advisers in connection with the perfection and maintenance of such security
interests, including, without limitation, the effecting of all necessary filings and registrations
of the Security Documents in the State of Registration and State of Organization, and Lessee will
agree to act as agent for a Lender in connection with any pledge of the Aircraft to that Lender.
Lessor will reimburse Lessee for its reasonable out-of-pocket expenses incurred in complying with
this paragraph.



4.9 Subordination. Notwithstanding any other provision hereof, this Lease and Lessee’s
rights hereunder shall be subordinate to all the terms of the Security Documents, including,
without limitation, a Lender’s rights to repossess the Aircraft and to avoid this Lease for any
reason upon such repossession. Lessee agrees to execute such further documents confirming such
subordination of this Lease as may reasonably be requested by Lessor.




ARTICLE 4

TERM OF LEASING; DELIVERY






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ARTICLE 5. DISCLAIMERS AND RELEASES



5.1. General Disclaimers. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE ALONE HAS SELECTED THE
AIRCRAFT FOR LEASING BY LESSOR TO LESSEE. LESSEE UNCONDITIONALLY AGREES THAT THE AIRCRAFT AND EACH
PART THEREOF IS TO BE LEASED IN AN “AS IS,” “WHERE IS” CONDITION AS AT THE DELIVERY DATE AND
THROUGHOUT THE LEASE PERIOD, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY
KIND HAS BEEN MADE OR IS GIVEN BY LESSOR OR ANY OF LESSOR’S RESPECTIVE SERVANTS OR AGENTS IN
RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONDITION, DESIGN, OPERATION,
DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS
TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), OR AS TO THE
ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHT; AND ALL
CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN
RELATION TO ANY OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY
EXCLUDED. DELIVERY OF THE LEASE SUPPLEMENT BY LESSEE TO LESSOR SHALL BE CONCLUSIVE PROOF AS BETWEEN
LESSOR AND LESSEE THAT LESSEE’S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND
EACH PART THEREOF AND THAT THE AIRCRAFT AND EACH PART THEREOF IS AIRWORTHY AND IN GOOD WORKING
ORDER AND REPAIR, WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT THE DELIVERY DATE) AND IN EVERY
WAY SATISFACTORY TO LESSEE. None of the provisions of this Section 5.1 or any other provision of
this Lease shall be deemed to amend, modify, or otherwise affect the representations, warranties or
other obligations (express or implied), if any, of the Manufacturer or Engine manufacturer or any
subcontractor of or supplier of the Manufacturer or Engine manufacturer with respect to the
Airframe, Engines, Propellers, or any item, or to release the Manufacturer or Engine manufacturer
or any subcontractor or supplier from any such representation, warranty or obligation.



5.2. Lessee Inspection of Aircraft; No Lessor Liability. Lessee acknowledges that in
accepting the Aircraft it is relying on its own inspection and knowledge of the Aircraft in
determining whether it meets the requirements of this Agreement and specifically disclaims any
reliance upon any representation or assurance by Lessor in making such determination. Lessee
further acknowledges that any assumption that Lessor will cure any nonconformity of the Aircraft,
discovered or undiscovered, disregarding difficulty of discovery, is not reasonable unless both (i)
the nonconformity or possibility of nonconformity and (ii) Lessor’s agreement to cure such
nonconformity are expressed in a written instrument signed by Lessor and Lessee delivered at or
before the execution and delivery of the Lease Supplement. Except for any express commitment by
Lessor to cure any nonconformity evidenced by a written instrument of the type described in clause
(ii) above, Lessor will not be liable for any failure of the Aircraft to conform with the
requirements of this Agreement at the time of acceptance of the Aircraft by Lessee.



5.3. Deficiencies and Delays. Lessee agrees that, from and after the Delivery Date, Lessor
shall not be liable for any liability, claim, proceeding, loss, damage, fee, cost or expense of any



ARTICLE 5

DISCLAIMERS AND RELEASES




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kind caused directly or indirectly by, or associated with, the Aircraft or any part thereof, any
inadequacy of the Aircraft for any purpose or any deficiency or defect therein, the use or
performance of the Aircraft, any maintenance, repairs, replacement or modification to the Aircraft,
any interruption or loss of service or use of the Aircraft or any loss of business or other
consequential damage or any damage whatsoever, howsoever caused (other than by any breach by Lessor
of any of its obligations under Section 4.7 or any reckless act or omission or willful misconduct
of Lessor or its servants or agents).



5.4. Repairs and Replacement. If the Aircraft or any part thereof is lost, confiscated,
damaged, destroyed or otherwise rendered unfit or unavailable for use after Delivery, Lessor shall
not be liable to repair the same or to supply any equipment in substitution therefor.



5.5. Lessee’s Release. Lessee hereby waives and releases each Indemnitee from any Claims
(whether existing now or hereafter arising) for or on account of or arising or in any way connected
with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss
of use of any property which may result from or arise in any manner out of or in relation to the
ownership, leasing, condition, use or operation of the Aircraft or any part thereof, either in the
air or on the ground, or which may be caused by any defect in the Aircraft or any part thereof from
the material or any article used therein or form the design or testing thereof, or use thereof, or
from any maintenance, service, repair, overhaul or testing of the Aircraft or any part thereof
regardless of when such defect may be discovered, whether or not the Aircraft or any part thereof
is at the time in the possession of Lessee, and regardless of the location of the Aircraft or any
part thereof at any such time.




ARTICLE 5

DISCLAIMERS AND RELEASES




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ARTICLE 6. BASIC RENT AND OTHER PAYMENTS



6.1. Basic Rent. Lessee shall, on each Basic Rent Payment Date, pay to Lessor Basic Rent in
the amounts and in accordance with the terms set forth in Exhibit A hereto.



6.2. Maintenance Reserves. In addition to Basic Rent and other payments due hereunder,
Lessee shall pay to Lessor on the tenth (10th) day of each month and, for the last month of the
Lease Period, on the date of the Aircraft’s return to Lessor, maintenance reserve charges in the
amount of the Maintenance Reserve Charge times the number of Flight Hours incurred on the Aircraft
during the preceding month or portion thereof. Lessor shall hold all Maintenance Reserves paid by
Lessee for use only in accordance with Exhibit A hereto.



6.3. Supplemental Rent. Lessee shall pay to Lessor, or to whomsoever shall be entitled
thereto, any and all Supplemental Rent on the date due as specified herein or, if no date is so
specified, within ten (10) days after demand therefor. If Lessee fails to pay any Supplemental Rent
when due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity
or otherwise in the case of non-payment of Supplemental Rent.



6.4. Security Deposit. Lessee shall provide Lessor with a Security Deposit in accordance
with the terms set forth in Exhibit A hereto. The Security Deposit shall be held by Lessor as
security for the timely and faithful performance by Lessee of all of Lessee’s obligations under the
Lessee’s Documents, and Lessee hereby grants Lessor a continuing security interest therein and in
all other sums deposited under this Section 6.4, and in all proceeds thereof. Lessee agrees to
execute and file with the appropriate governmental authorities any and all documents necessary or
reasonably requested by Lessor to evidence and perfect such security interest in favor of Lessor.
Lessor may commingle the Security Deposit with its general funds. No interest will accrue or be
paid at any time to Lessee in respect of the Security Deposit, and Lessor will have complete
unrestricted use of such Security Deposit during the Lease Period, including earning interest
thereon for Lessor’s account. If Lessee fails to comply with any of its obligations under this
Agreement or is otherwise in default hereunder and, in either case, any applicable grace periods
referred to in Section 15.1 have expired, Lessor may use, apply, enforce or call all or any portion
of the Security Deposit in or towards satisfaction of any sums due to Lessor by Lessee or to
compensate Lessor for any sums that it may in its discretion advance or expend as a result of any
such failure or default by Lessee. If Lessor so uses, applies, enforces or calls all or any portion
of the Security Deposit, such use, application, enforcement or call shall not be deemed a cure or
waiver of any such failure or default, and Lessee shall immediately, upon written demand therefor,
provide to Lessor additional cash in an amount sufficient to restore the Security Deposit to its
original amount. Any such restoration payment made pursuant to the preceding sentence shall be
considered part of the Security Deposit for all purposes of this Agreement. On or after the Expiry
Date, and within ten (10) days after such time as Lessee has complied with all of its obligations
under Lessee’s Documents, and provided that no Event of Default shall have occurred and be
continuing, Lessor shall return the Security Deposit to Lessee to the extent it has not been used
to satisfy Lessee’s obligations under this Agreement.



6.5. RESERVED.



ARTICLE 6

BASIC RENT AND OTHER PAYMENTS





-26-









 







6.6. Payment Obligations Unconditional. Lessee’s obligation to pay Basic Rent and
Supplemental Rent and to make other payments in accordance with this Agreement shall be absolute
and unconditional irrespective of any contingency whatsoever including, without limitation, (i) any
right of set-off, counterclaim, recoupment, defense, withholding or other right Lessee may have
against Lessor or any other person, (ii) any unavailability of the Aircraft for any reason,
(including, without limitation, a requisition thereof not constituting a Total Loss of the
Aircraft) or any prohibition or interruption of or other restriction against Lessee’s use,
operation or possession of the Aircraft, any interference with such use, operation or possession or
any lack or invalidity of title or any other defect in the title, airworthiness, merchantability,
fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft, or
the ineligibility of the Aircraft for any particular use or trade, or for registration or
documentation under the laws of any relevant jurisdiction, or the Total Loss of, or any damage (not
constituting a Total Loss) to, the Aircraft, (iii) any insolvency, bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against
Lessor, Lessee or any other person, (iv) any invalidity or unenforceability or lack of due
authorization of, or other defect in, this Agreement or any of the other Operative Documents, (v)
any failure or delay on the part of any party hereto or of Lessor, any Lender or any other person
duly to perform or comply with its obligations under this Agreement or any Operative Document, (vi)
any imposition of Taxes; it being the express intention of Lessor and Lessee that all Basic Rent
and Supplemental Rent shall be payable in all events, unless the obligation to pay the same shall
be cancelled or terminated pursuant to the express provisions of this Lease. Lessee hereby waives,
to the extent permitted by applicable law, any and all rights which it may now have or which at any
time hereafter may be conferred upon it, by statute or otherwise, to suspend its performance
hereunder or to terminate, cancel, quit or surrender this Lease, including, without limitation, (x)
any right to suspend performance hereunder or to terminate, cancel, quit or surrender this Lease on
account of any grounds of insecurity with respect to Lessor’s performance of its obligations under
this Lease and (y) any right to suspend performance or to terminate, cancel, quit or surrender this
Lease on account of any repudiation by Lessor of any of its obligations under this Lease except in
accordance with the express terms hereof. Without limiting any of Lessee’s rights under the final
sentence in this clause, each payment of Basic Rent, Supplemental Rent, any reserves, and any other
amount payable hereunder made by Lessee to Lessor shall be final and Lessee will not seek to
recover any part of such payment from Lessor for any reason whatsoever, except for negligence or
manifest error in the calculation of the amount or remittance of such payment. Lessee’s covenants
and promises in this Lease are irrevocable and independent upon Delivery hereunder, and none of
such covenants or promises is subject to cancellation, termination, modification, repudiation,
excuse, or substitution without Lessor’s consent or the consent of such other party to whom the
covenant or promise runs. Nothing in this clause shall be construed to prevent Lessee, after
complying with this clause, from pursuing any claim it may have against Lessor or any other party
in such court of law or otherwise as Lessee may deem appropriate and (vii) any other cause that,
but for this provision, would or might have the effect of terminating, discharging or in any way
affecting any obligation of Lessee hereunder.



6.7. Currency of Payments. All payments hereunder whether of Basic Rent or Supplemental
Rent shall (except in any case where Lessee is obliged to pay any amount to Lessor or indemnify or
reimburse Lessor in respect of any amount, and such amount is denominated in another




ARTICLE 6

BASIC RENT AND OTHER PAYMENTS




-27-









 






currency, in which case Lessee shall pay such amount in such other currency) be made in United
States Dollars in immediately available funds on the due date for such payment.



6.8. Currency Indemnity. If, under any applicable law, whether as a result of judgment
against Lessee or the liquidation of Lessee or for any other reason, any payment under or in
connection with this Agreement is made or is recovered in a currency (the “Other Currency”)
other than the currency (the “Currency of Obligation”) in which it is payable pursuant to
this Agreement, then, to the extent permissible under applicable law, (i) to the extent that the
payment (when converted into the Currency of Obligation at the rate of exchange on the date of
payment or, in the case of a liquidation, the latest date for the determination of liabilities
permitted by the applicable law) falls short of the amount to be paid under this Agreement, Lessee
shall, as a separate and independent obligation, fully indemnify Lessor and any other person
entitled to such payment against the amount of the shortfall and (ii) Lessee shall pay on an
After-Tax Basis to Lessor and any other person entitled to such payment, any exchange costs and
Taxes payable in connection with such conversion, and for the purposes of this Section 6.8, “rate
of exchange” means the rate at which Lessor is able on the relevant date to purchase in accordance
with normal banking procedures the Currency of Obligation in New York with the Other Currency.



6.9. Authorizations for Payments. Lessee shall obtain or procure that there are obtained
all certificates, licenses, permits and other authorizations that are from time to time required
for the making of the payments required by this Agreement on the date and in the amounts and
currency that are stipulated herein and therein, and shall maintain the same or procure that the
same are maintained in full force and effect for so long as the same shall be required.



6.10. Default Interest. If Lessee fails to pay any sum (including, without limitation, any
sum payable pursuant to this Section 6.10) on its due date for payment under the Lessee’s
Documents, Lessee shall pay to Lessor on demand interest on such overdue sum from the due date up
to (but not including) the date of actual payment (as well after as before any relevant judgment)
at the Default Rate. All amounts of interest payable under this Agreement shall be calculated on
the basis of the actual number of days elapsed and a 360 day year.



6.11. Payments. All payments by Lessee under this Agreement shall be made to such bank
and/or account as set forth in Exhibit A hereto or such bank and/or account as Lessor may from time
to time notify to Lessee no less than five (5) Business Days prior to the due date of any such
payment.




ARTICLE 6

BASIC RENT AND OTHER PAYMENTS




-28-









 





ARTICLE 7. FEES AND EXPENSES



7.1. Transaction Expenses. Each party to this Agreement shall pay its own expenses
(including, without limitation, legal and other out-of-pocket expenses) incurred in connection with
the negotiation, preparation and completion of this Agreement and the Operative Documents except as
otherwise provided herein, and Lessee shall pay all legal fees and expenses of its counsel incurred
in providing the opinions required under Section 3.1.



7.2. Other Expenses. Lessee will pay, or in the event Lessor has already paid the same,
reimburse Lessor on demand (i) all special FAA counsel fees, and other costs and expenses
(including legal, professional and out-of-pocket expenses) associated with recording or filing this
Agreement and the Lease Supplement in the State of Registration and any other state or country as
appropriate having regard to the operation of the Aircraft, including, but not limited to legal
opinions, registrations and the payment of documentary Taxes and any other Taxes and fees, whether
required by Lessor or Lessee and (ii) all fees, costs and expenses (including legal, professional
and out-of-pocket expenses) payable or incurred by Lessor in connection with an Event of Default,
the enforcement of any of Lessor’s rights under this Agreement, or in respect of the repossession
of the Aircraft.




ARTICLE 7

FEES AND EXPENSES





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ARTICLE 8. GENERAL UNDERTAKINGS




     Lessee undertakes with Lessor that from the date of this Agreement until expiration or earlier
termination of the Lease Period and redelivery of the Aircraft to Lessor in accordance with the
terms of this Agreement to comply with the following provisions of this Article 8.


8.1. Registration and Authorizations. Lessee shall obtain and maintain or shall procure
that there shall be obtained and maintained in full force and effect, all authorizations,
approvals, consents, licenses, permits, orders, certificates and registrations for the time being
required by the laws or regulations of the Aviation Authority, the State of Registration and the
State of Organization or elsewhere to enable Lessee to perform its obligations under Lessee’s
Documents.



8.2. Notice of Default; Certificate. Lessee shall:





	 	(a)	 	immediately notify Lessor if Lessee becomes aware of the occurrence of an Event
of Default or of any other event or circumstance that might have a material adverse
effect on its financial condition, business operations, assets or a material adverse
effect on its ability to perform any of its obligations under Lessee’s Documents,
taking into account all other obligations that Lessee must observe or perform at that
time, and shall provide Lessor with full detail of any steps that Lessee is taking, or
proposes to take, to remedy or mitigate the effect of the Event of Default or such
other event or circumstance;
	 
	 	(b)	 	upon written request by Lessor, but in any event not more than twice per year,
provide to Lessor a confirmation as to whether an Event of Default or such other event
or circumstance as is referred to in clause (a) of this Section 8.2 has then occurred
or is then subsisting; and
	 
	 	(c)	 	upon written request by Lessor, provide to a potential transferee or assignee
of Lessor’s rights in the Aircraft or any Operative Document or to a potential Lender a
certificate containing representations as to (i) the matters set forth in this Section
8.2, (ii) payment of Basic Rent, and (iv) whether Lessor is in material breach of any
term or condition contained in this Agreement or any other Lessee’s Document.




8.3. Financial and Other Information. Lessee shall:





	 	(a)	 	as soon as practicable after the end of the first, second, and third quarterly
fiscal periods in each fiscal year of Lessee, and in any event within sixty (60) days
thereafter, provide Lessor with duplicate copies, in English, of a consolidated balance
sheet of Lessee as at the end of such quarter, consolidated statements of income and
retained earnings of Lessee for such quarterly period, and consolidated statements of
cash flow of Lessee for the portion of the fiscal year ending with said quarter and as
soon as practicable after the end of each fiscal year, and in any event within one
hundred eighty (180) days thereafter, duplicate copies, in English, of a consolidated
balance sheet of Lessee as at the end of such year, and consolidated statements of
income and retained earnings and of cash





ARTICLE 8

GENERAL UNDERTAKINGS




-30-









 






	 	 	 	flow of Lessee for such year, prepared in accordance with generally accepted
accounting principles in the United States accompanied by an auditor’s report of a
firm of independent certified public accountants of recognized standing (which
report may be adverse, qualified or disclaim an opinion), and all statements
furnished under this Section 8.3(a) shall set forth in comparative form the amount
for the end of the corresponding fiscal year, or corresponding period of the
preceding fiscal year, as the case may be;
	 
	 	(b)	 	promptly provide to Lessor notice of any litigation or arbitral proceedings not
covered by insurance (except for deductibles standard in the airline industry) and of
all proceedings by or before any governmental authority (i) which might adversely
affect Lessor’s ownership or other interests in the Aircraft, (ii) which relate to the
Aircraft and where the amount involved not covered by insurance is in excess of $50,000
or (iii) which might, in the reasonable judgment of Lessee, have an adverse effect on
the ability of Lessee to perform any of its obligations under the Lessee’s Documents.




8.4. Taxes. Lessee covenants and agrees that, during the Lease Period, it will pay or cause
to be paid Taxes, assessments and governmental charges or levies imposed upon it or upon its income
and profits, or upon any property belonging to it (except those which are subject to legitimate
dispute between Lessee and the relevant taxing authority pursuant to appropriate proceedings, which
dispute does not present any material danger of the sale, forfeiture, confiscation, seizure or loss
of the Aircraft as a result thereof), prior to the date on which penalties attach thereto which, if
not paid, would become a Lien or charge upon the property of Lessee.



8.5. Status and Location. Lessee will not, without giving Lessor at least (thirty) 30 days’
prior written notice (in accordance with this Agreement), change its name, organizational status or
location (as such term is defined in Article 9 of the Uniform Commercial Code as in effect in the
State of Organization).




ARTICLE 8

GENERAL UNDERTAKINGS




-31-









 





ARTICLE 9. OPERATIONAL UNDERTAKINGS




     Lessee undertakes with Lessor that at all times from Delivery until expiration or earlier
termination of the Lease Period and redelivery of the Aircraft to Lessor in accordance with the
terms of this Agreement to comply with the following provisions of this Article 9.


9.1. Registration. At its own cost and expense, Lessee shall ensure that upon Delivery and
at all times thereafter, the Aircraft is registered with the Aviation Authority in the name of
Lessor as owner in accordance with the applicable laws of the State of Registration (except to the
extent such registration cannot be continued as a result of Lessor’s failure to comply with the
citizenship requirements of the FAA). Except as otherwise provided herein, Lessor agrees to
cooperate with Lessee, at the expense of Lessee, to the extent necessary to maintain such
registration. At its own cost, Lessee shall promptly produce to Lessor true copies of each
application for registration made or hereafter to be made in relation to the Aircraft and all
documents supporting such application, including without limitation the certificate of
airworthiness for the Aircraft, and each certificate of registration issued pursuant to any such
application and at the time of the initial registration shall provide to Lessor and each Lender or
Mortgagee a favorable opinion of counsel (reasonably satisfactory to Lessor) regarding the
effectiveness of such registration and such other matters as Lessor shall reasonably request.



9.2. Title. Lessee shall not do or knowingly permit to be done anything that would
jeopardize the rights of Lessor as owner of, or the rights of Lessor or any Lender or Mortgagee in,
the Aircraft and shall cause to be taken all actions necessary or reasonably requested by Lessor to
prevent the rights of Lessor as owner of, and of Lessor, any Lender or Mortgagee in, the Aircraft
from being jeopardized, and shall not do or permit to be done anything which, or omit to do
anything the omission of which, would or would be likely to prejudice any material right that
Lessor may have against the Manufacturer, or any supplier or manufacturer of any part of the
Aircraft. Lessee shall not hold itself out to any third party as owner of the Aircraft or any part
of it, and when any third party inquires as to ownership of the aircraft or any part thereof, it
will make clear to such third party that title to the same is held by Lessor and that the Aircraft
is mortgaged to Lender(s). Without limiting the foregoing, if at any time subsequent to the initial
registration of the Aircraft, any filing, recording or act is necessary or reasonably requested by
Lessor to perfect, protect and preserve the rights and interests of Lessor hereunder and in the
Aircraft, Lessee, at its own cost and expense, will procure that such filings, recordings and acts
are done pursuant to applicable laws. At the reasonable request of Lessor, Lessee shall furnish to
Lessor an opinion of counsel or other evidence satisfactory to Lessor of each such filing,
recordation and act. Lessor will reimburse Lessee for its reasonable out-of-pocket expenses
incurred in complying with its obligations under this Section 9.2 insofar as they relate to any
Lender; provided that, to the extent that such expenses relate to (i) any Event of Default, or
(ii) any substitution of Parts, Engines or Propellers pursuant to the terms hereof, Lessor shall
not be obligated to reimburse Lessee for such expense.



9.3. Nameplates. Within fifteen (15) days following the Delivery Date, Lessee shall affix,
maintain (and cause to be maintained) and shall not cover up (or permit to be covered up), a
fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position on the
flight deck or cockpit of the Aircraft and on each Engine stating:




ARTICLE 9

OPERATIONAL UNDERTAKINGS




-32-









 





“THIS AIRCRAFT IS OWNED BY

THE MESA AIRLINES, INC.

AND IS LEASED TO GULFSTREAM INTERNATIONAL AIRLINES, INC.”



(such nameplates to be replaced, if requested, reflecting the name of any successor Lessor and
Lender as permitted under the Operative Documents). Except as above provided or as required by
applicable law, Lessee will not allow the name of any person to be placed on the Aircraft or any
part thereof as a designation that might be interpreted as a claim of ownership or any security
interest; provided, that nothing herein contained shall prohibit Lessee from placing its customary
colors and insignia on the Airframe or any Engine.



9.4. Liens. Lessee shall not create or permit to arise or subsist any Lien (other than
Permitted Liens) over the Aircraft or any part thereof or over any rights, revenues or proceeds
(other than revenues or proceeds derived from code share agreements or contracts that Lessee may
have in place from time to time) derived from the Aircraft or any part thereof and shall not
attempt or hold itself out as having any power to sell, charge, lease or otherwise dispose of or
encumber the Aircraft or any Engine or any Part other than as permitted under this Agreement.



9.5. Possession and Subleases. Lessee shall not sublease or charter or otherwise part with
possession of the Aircraft, without the express prior written consent of Lessor, except under the
following circumstances and provided no Default or Event of Default shall have occurred and be
continuing:





	 	(a)	 	for maintenance and repair in accordance with this Agreement; or
	 
	 	(b)	 	on terms whereby the Aircraft shall at all times be in the possession and
operational control of Lessee and operated by Lessee’s air crew; provided always that
(i) the Aircraft shall continue to be maintained in accordance with the Maintenance
Program, (ii) the insurance requirements under this Agreement continue to be satisfied
and (iii) the terms of such sublease, charter or other agreement shall not extend
beyond the end of the Lease Period; or




Notwithstanding any such parting with possession permitted by this Section 9.5, Lessee shall remain
responsible for procuring observance of and compliance with all of its obligations under this
Agreement.



9.6. Information and Records. Lessee shall:





	 	(a)	 	promptly furnish to Lessor all such information as Lessor may from time to time
reasonably request regarding the Aircraft or any part thereof, its use, location and
condition;
	 
	 	(b)	 	keep, or procure that there are kept, the Technical Records and shall keep as
part thereof accurate, complete and current records of all flights made by the
Aircraft, of all Flight Hours and Cycles of the Airframe, each Engine, each Propeller,
the Landing Gear, and the Parts, and of all maintenance and repairs carried out on the
Aircraft and each part thereof;





ARTICLE 9

OPERATIONAL UNDERTAKINGS




-33-









 






	 	(c)	 	procure that the Technical Records shall be kept and maintained in English and
in such manner, form and location as the Aviation Authority, the FAA and any applicable
law may from time to time require and shall disclose the location of all Engines,
Propellers, the Landing Gear, and Parts not installed on the Aircraft which Technical
Records, unless otherwise required by applicable law, shall be the property of Lessor;
	 
	 	(d)	 	make the Technical Records available to Lessor (or any authorized
representative of Lessor) for examination during normal business hours (or at such
other time as Lessee and Lessor shall mutually agree) upon giving reasonable written
notice; provided that, so long as no Event of Default shall have occurred and be
continuing, such examination does not impede the normal commercial operation of the
Aircraft, and provided further that the cost of any such inspection shall be borne by
Lessee if Lessee is thereby shown to be in breach of its material obligations
hereunder, and otherwise by the party making the inspection; and
	 
	 	(e)	 	promptly on becoming aware of the same notify Lessor of (i) any Total Loss with
respect to the Aircraft, the Airframe or any Engine or Propeller, (ii) any loss, theft,
damage or destruction to the Aircraft or any part thereof if the potential cost of
repairs or replacement may exceed $100,000 or its equivalent in any other currency,
(iii) any loss, arrest, hijacking, confiscation, seizure, requisitioning, impounding,
taking in execution, detention or forfeiture of the Aircraft or any part thereof and
(iv) any other event in respect of the Aircraft (to the extent such event is not
covered under items (i), (ii) or (iii) of this Section 9.6(e)) that might reasonably be
expected to involve Lessor or any Lender in any loss or liability.




9.7. Licenses and Other Authorizations. Lessee shall obtain and maintain, or procure that
there are obtained and maintained, in full force and effect all certificates, licenses, permits and
authorizations for the time being required for the use and operation of the Aircraft for commercial
passenger revenue service. Without limiting the foregoing, Lessee shall (at no expense to Lessor)
ensure that at all times there shall be in effect an airworthiness certificate issued in respect of
the Aircraft by the Aviation Authority.



9.8. Compliance with Laws and Insurance Policies and Operation. Lessee shall:





	 	(a)	 	procure that the Aircraft is used solely in commercial operations for which
Lessee is duly authorized by the laws of the State of Registration and/or any other
governmental or other authority having jurisdiction from time to time and shall not use
or permit the Aircraft or any part thereof to be used or operated:






	 	(i)	 	for any purpose for which it is not designed or suitable;
	 
	 	(ii)	 	for any military purpose, save for a requisition for hire or
title that is beyond the control of Lessee;
	 
	 	(iii)	 	in violation of any law of any governmental or other authority
having jurisdiction from time to time;





ARTICLE 9

OPERATIONAL UNDERTAKINGS




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	 	(iv)	 	contrary to Manufacturer’s or any other manufacturer’s or
supplier’s operating manuals and instructions;
	 
	 	(v)	 	in violation of any airworthiness certificate, license or
registration relating to the Aircraft issued by the Aviation Authority or any
such other governmental or other authority to whose laws Lessee or the Aircraft
is subject; or
	 
	 	(vi)	 	in any manner not covered by any insurance or outside any
geographical limit imposed by any such insurance.






	 	(b)	 	procure compliance with all legal requirements as to insurance of the Aircraft
or any part thereof that may from time to time be imposed by the laws of the State of
Registration or any state to, from or over which the Aircraft is from time to time
flown insofar as they affect or concern the operation of the Aircraft and in particular
those requirements compliance with which is necessary to ensure that (i) the Aircraft
is not in danger of detention or forfeiture, (ii) the insurance remains valid and in
full force and effect and (iii) the interest of Lessor and each Lender in the insurance
and the Aircraft or any part thereof are not thereby prejudiced;
	 
	 	(c)	 	procure compliance with all terms and conditions of each and every policy of
insurance required hereunder and shall not do, consent or agree to or permit to be done
any act or omission that may invalidate or render unenforceable the whole or part of
any such insurance;
	 
	 	(d)	 	not do or permit to be done anything that could reasonably be expected to
expose the Aircraft or any part thereof to forfeiture, impound, detention,
appropriation, damage or destruction, and shall not abandon the Aircraft or any part
thereof;
	 
	 	(e)	 	not use the Aircraft or cause or permit the same to be used for the carriage of
(i) whole animals living or dead except (A) in the cargo compartments according to IATA
regulations, (B) service animals being used by passengers with disabilities pursuant to
the requirements of the Aviation Authority, and (C) domestic pet animals carried in a
suitable container to prevent the escape of any liquid and to ensure the welfare of the
animals, (ii) acids, toxic chemicals, other corrosive materials, explosives, nuclear
fuels, nuclear wastes, nuclear assemblies or components, or any other dangerous goods
to the extent forbidden pursuant to Section 2 (Limitations) of the IATA Dangerous Goods
Regulations, as revised from time to time and provided that all the requirements for
packaging or otherwise contained therein are fulfilled, (iii) any other goods,
materials or items of cargo which (A) could reasonable be expected to cause damage to
the Aircraft, or (B) the carriage of which might cause damage that would not be
adequately covered by insurance or (iv) any illegal item or substance; and
	 
	 	(f)	 	not utilize the Aircraft or cause or permit the same to be used for purposes of
training, qualifying or reconfirming the status of cockpit personnel except for the





ARTICLE 9

OPERATIONAL UNDERTAKINGS




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	 	 	 	benefit of Lessee’s cockpit personnel and then only if the use of the Aircraft for
such purpose is not disproportionate to the use for such purpose of other aircraft
of the same type operated by Lessee.




9.9. Right of Inspection. Lessee shall procure that Lessor and each Lender (or the
authorized representative of any of the foregoing) at any time during normal business hours (or at
any other time mutually agreed to by Lessor and Lessee) may upon providing at least five (5) days’
reasonable notice inspect the Aircraft or any part thereof to ascertain the condition of the
Aircraft or any part thereof and satisfy itself that the Aircraft is being properly operated,
repaired and maintained in accordance with the terms of this Agreement; provided, however, that, so
long as no Event of Default shall have occurred and be continuing, any such inspection shall not
interfere with the normal commercial operations of the Aircraft and shall be limited to a visual
walk-around inspection which may include going on board the Aircraft, but may not include the
opening of panels, bays, or disassembly of any components. The cost of any such inspection shall be
borne by Lessee if an Event of Default shall have occurred and is continuing or if Lessee is
thereby shown to be in material breach of its obligations hereunder, and otherwise by the party
making the inspection. All time taken in respect of inspection or repairs shall form part of the
Lease Period. Neither Lessor nor any Lender shall have any obligation to make any inspection.
Without limiting the foregoing, Lessor (or its authorized representative) may attend any Airframe
maintenance visit or Engine, Propeller, or Landing Gear shop visit. Lessee shall use its
commercially reasonable best efforts to provide Lessor not less than twenty (20) days’ prior
written notice of any such scheduled visit.



9.10. Lessor and Lender Operations. Lessee shall not at any time represent or hold out
Lessor or any Lender as carrying goods or passengers on the Aircraft or as being in any way
connected or associated with any operation of carriage (whether for hire or reward, or
gratuitously) that may be undertaken by Lessee.



9.11. Lessor and Lender Credit. Lessee has no authority to pledge, and shall not pledge,
the credit of Lessor or any Lender for any fees, costs or expenses connected with any maintenance,
overhaul, repairs, replacements or modifications to the Aircraft or any part thereof or otherwise
connected with the use or operation of the Aircraft or any part thereof.




ARTICLE 9

OPERATIONAL UNDERTAKINGS




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ARTICLE 10. MAINTENANCE AND REPAIR



10.1. General. At all times from the Delivery Date until expiration or earlier termination
of the Lease Period and redelivery of the Aircraft pursuant to the terms of this Agreement, Lessee
shall perform or cause to be performed all service, inspection, maintenance, modification, storage,
repair and overhaul in respect of the Aircraft by an Approved Maintenance Provider in accordance
with and pursuant to the requirements of the Maintenance Program. Without limiting the foregoing,
Lessee shall at all times comply, or procure compliance with (i) all Airworthiness Directives
applicable to the Aircraft or any Part thereof, or to Lessee as an operator of the Aircraft or any
Part thereof (ii) all mandatory service, inspection, maintenance, modification, repair and overhaul
manuals, instructions and bulletins published by the Manufacturer or the manufacturers of engines,
propellers, equipment, accessories or parts installed on the Aircraft, without regard to any
exemption waiving or delaying compliance therewith and (iv) with respect to the Engines and
components, all terms and conditions of the Pratt & Whitney Agreement (including, but not limited
to Annex E thereof) and any other instructions and recommendations of Pratt & Whitney
(collectively, the “Maintenance Requirements”). All such service, inspection, maintenance,
modification, storage, repair and overhaul of the Aircraft and each Part shall be accomplished by
or on behalf of Lessee (at no expense to Lessor), so as (i) not to adversely discriminate against
the Aircraft as compared to other aircraft operated by Lessee, including, without limitation, with
respect to the treatment and correction of all corrosion, (ii) to keep the Aircraft equipped with
the Engines, Propellers, Landing Gear, and Parts installed at the Delivery Date or with substitutes
or replacements made in accordance with this Agreement, (iii) to keep the Aircraft in good repair
and operating condition with all its equipment, components and systems functioning in accordance
with their intended use, and to keep the Aircraft in as good operating condition as at Delivery,
ordinary wear and tear from operation, to the extent permitted under the Maintenance Program,
excepted, (iv) to keep the Aircraft clean by commercial airline standards and in good appearance,
(v) to keep the Aircraft in a condition that will comply with a valid unrestricted certificate of
airworthiness issued by the Aviation Authority and to allow operation pursuant to the standards and
rules for the time being prescribed by the Aviation Authority for commercial passenger revenue
service and (vi) to enable Lessee to redeliver the Aircraft to Lessor in the condition required
pursuant to Article 17.



10.2. Maintenance Program Modifications. Without limiting the maintenance and repair
obligations specified in Section 10.1, Lessee (i) without the prior written consent of Lessor,
shall not amend or modify, or permit to be amended or modified, the scheduled inspection program or
the corrosion prevention and control program set forth in the Maintenance Program unless
Manufacturer provides Lessee with approval of, or has no technical objection to, such amendment,
(ii) upon written request and at the end of the Lease Period, shall furnish to Lessor a copy of the
current Maintenance Program (in effect at the time of the request), and (iii) shall cause to be
incorporated in the Maintenance Program for the Aircraft and performed as required therein a full
corrosion control program as recommended by the Manufacturer.




ARTICLE 10

MAINTENANCE AND REPAIR




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ARTICLE 11. REMOVAL AND MODIFICATIONS



11.1. Removal and Installation. Except as otherwise expressly provided in this Article 11
or for the purpose of testing, service, overhaul work, maintenance or repair or alterations,
modifications or additions permitted or required by this Agreement, Lessee shall not remove or
permit the removal of any Part, Engine, Propeller, or Landing Gear from the Aircraft, the
installation of any Part, Engine, Propeller, or Landing Gear on any other aircraft or any
modification of the Aircraft or any part thereof or install or permit the installation of any part,
engine, propeller, or landing gear on the Airframe other than Parts, the Engines, the Propellers,
or the Landing Gear. If any Part, Engine, Propeller, or Landing Gear is at any time removed from
the Airframe for the purpose of maintenance or repairs, Lessee shall procure that the same are
completed promptly, and that, subject to the provisions of Sections 11.5 and 11.6, such is
reinstalled on the Airframe, as soon as reasonably practicable after removal and in no event more
than 120 days after removal.



11.2. Substitution of Parts. Lessee, at its own cost and expense, will promptly replace all
Parts that may from time to time be incorporated or installed in or attached to the Airframe or any
Engine that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. All
replacement parts shall be in as good operating condition as the Parts replaced assuming such
replaced parts were in the condition and repair required to be maintained by the terms hereof,
shall be of comparable make and model or an improved or advanced version thereof approved for
installation on the Aircraft, shall have origin (back-to-birth) traceability and valid FAA
certification, and shall not impair the airworthiness or diminish the overall value of the
Aircraft, and any such replacement Part, upon installation on the Aircraft, shall thereby be owned
by Lessor and become subject to this Agreement without the necessity of further act.



11.3. Ownership of Parts. Lessee shall procure that any substituted, replacement or renewed
Part shall be, or upon installation become, the property of Lessor subject to this Agreement and
the Security Documents and be free and clear of Liens other than Permitted Liens, and Lessee shall
deliver to Lessor any instruments reasonably required by Lessor evidencing Lessor’s title to such
substitution, replacement or renewal Part. Any Part at any time removed from the Airframe or any
Engine shall remain the property of Lessor, no matter where located, until such time as such Part
shall be replaced by a part that has been incorporated or installed in or attached to the Airframe
or such Engine and that meets the requirements for replacement parts specified above and until
title to such replacement part shall have passed to Lessor, according to applicable law, or until
the replacement part is itself replaced by a replacement part which thereupon becomes the property
of Lessor (whereupon title to the replaced part shall vest in Lessee free and clear of all Lessor’s
Liens).



11.4. Non-conforming Parts. Lessee shall be entitled, so long as no Event of Default shall
have occurred and be continuing, to replace or permit the replacement of any Part with a part that
does not satisfy the requirements of Sections 11.2 and 11.3 (a “Non-conforming Part”)
provided that (i) there shall not have been available to Lessee, at the time and in the place that
such part was required to be installed on the Aircraft or any Engine, a part complying with the
requirements of Sections 11.2 and 11.3 (a “Qualifying Part”), (ii) it would have resulted
in an unreasonable disruption of the operation of the Aircraft to have grounded the Aircraft until
such time as a




ARTICLE 11

REMOVAL AND MODIFICATIONS




-38-









 




Qualifying Part became available for installation on the Aircraft, (iii) as soon as reasonably
practicable after installation of such Non-conforming Part on the Aircraft (and in any event no
later than the next occasion on which the Aircraft is scheduled for a C-Check or higher check
pursuant to the Maintenance Program) Lessee shall remove or procure the removal of such
Nonconforming Part and replace or procure the replacement of it with a Qualifying Part and
(iv) title to the Part which has been replaced, substituted or renewed shall (if previously vested
in Lessor) remain with Lessor free from all Liens (other than Permitted Liens) until the Qualifying
Part which replaced it becomes the property of Lessor.



11.5. Removal, Pooling and Interchange of Parts. Subject to the provisions in Section 11.6
regarding the Propellers, and Landing Gear, Lessee may permit any Part to be removed from the
Airframe or any Engine and stored or installed on another aircraft and allow any part not owned by
Lessor to be temporarily installed on the Airframe or any Engine pursuant to an interchange
arrangement within Lessee’s fleet or a pooling agreement with other operators on terms reasonably
acceptable to Lessor whereby, in any case, (i) a record of the location of such removed Part will
be kept and made available to Lessor at any time on request and (ii) title to the removed Part
shall (if previously vested in Lessor) remain with Lessor until the part which replaced it becomes
the property of Lessor or is replaced by a part which thereupon becomes the property of Lessor.



11.6. Removal, Pooling and Interchange of Engines, Propellers, and Landing Gear. Lessee may
permit any Engine, Propeller, or Landing Gear to be installed on another aircraft and removed from
the Airframe and stored or allow any engine, propeller, or landing gear to be installed on the
Airframe pursuant to an interchange agreement within Lessee’s fleet provided (i) no Event of
Default shall have occurred and be continuing, (ii) such engine, propeller, or landing gear
installed on the Airframe is leased to or is owned by Lessee, (iii) any Engine, Propeller, or
Landing Gear removed from the Airframe (a “Removed Component”) is, during the period of
substitution, either being safely housed and sheltered under an approved care of maintenance
program, being repaired or maintained in accordance with this Agreement, is installed on another
aircraft owned or operated by Lessee pursuant to an Approved Pooling Agreement (and the provisions
of Section 11.7 concerning preservation of title shall apply to the Removed Component); provided,
however, that Lessee shall immediately notify Lessor of any detention by the Aviation Authority of
any aircraft on which a Removed Component is installed or the creation of any lien over any
aircraft on which a Removed Component is installed whether in favor of the Aviation Authority or
any other person, (iv) each lease or other agreement pursuant to which Lessee in possession of a
Removed Component from time to time operates or finances any aircraft contains provisions that are
consistent with the maintenance at all times of the interests of Lessor and any Lender in each
Removed Component while such Removed Component is installed on such aircraft, and that in
particular do not state or require that any Removed Component that is installed on such aircraft
shall become the property of the lessor or owner of, or person having a lien on, such aircraft, (v)
Lessee maintains or causes to be maintained separate insurance in accordance with Article 13 of
this Agreement in respect of the Removed Component at all times while it is removed from the
Airframe (and, if required by Lessor, Lessee shall furnish or cause to be furnished to Lessor
waivers or acknowledgments by the insurers of the aircraft on which the Removed Component is
installed) and (vi) as soon as reasonably practicable and in any event on or before expiration or
termination of the Lease Period each Removed Component is reinstalled on the Airframe.




ARTICLE 11

REMOVAL AND MODIFICATIONS




-39-









 








     Lessee shall notify Lessor whenever any Removed Component is removed from the Airframe or
installed on another aircraft, and from time to time, on request, procure that any person to whom
possession of a Removed Component is given and any lessor of, or person having a Lien on, an
aircraft on which a Removed Component is installed acknowledges in writing for the benefit of
Lessor and any Lender, that it will respect the interests of Lessor and any Lender in the Removed
Component and that it will not seek to exercise any rights whatsoever in relation to the Removed
Component for so long as it remains owned by Lessor. Such acknowledgment may take the form of an
acknowledgment contained within the lease or financing document in respect of the airframe on which
the Removed Component is installed, so long as such acknowledgment is enforceable by Lessor and
such Lender. Lessor hereby acknowledges for the benefit of such persons that it will respect the
interests of owners (other than Lessee) or lenders of any engine (other than an Engine), propeller
(other than a Propeller), or landing gear (other than the Landing Gear) installed on the Airframe
and it will not seek to exercise any rights whatsoever in relation to such engine, propeller, or
landing gear.


11.7. Title to Removed Parts and Components. If an Engine, Propeller, Landing Gear or any
Part is at any time removed from the Airframe for any reason whatsoever, title to such Engine,
Propeller, Landing Gear, or Part shall remain vested in Lessor at all times and such shall remain
subject to this Agreement and the Security Documents, and Lessee shall not take any steps that
could be reasonably expected to jeopardize the interests of Lessor and any Lender therein or that
could be reasonably expected to lead any third party to believe that such is the property of any
person other than Lessor.



11.8. Permitted Modifications. Except as expressly permitted under this Section 11.8,
Lessee shall not modify the Aircraft. Provided that no Event of Default has occurred and is
continuing, Lessee may from time to time at no expense to Lessor make or permit such modifications
in and alterations and additions to the Aircraft as it may consider desirable in the proper conduct
of its business; provided that no such modification, alteration or addition materially diminishes
or impairs the marketability, value in any respect, utility or airworthiness of the Aircraft or
results in any change in the category or status of the Aircraft for purposes of any rules or
regulations of the State of Registration or of the Aviation Authority. Title to all Parts
incorporated or installed in or attached or added to the Aircraft as a result of any such
modification, alteration or addition shall, without further act, vest in Lessor free of all Liens
(other than Permitted Liens); provided that where as a result of any such modification, alteration
or addition (other than a modification, alteration or addition required by any other provision of
this Article 11) Lessee has installed or permitted the installation of a Part on the Aircraft, then
Lessee shall be entitled to remove or permit the removal of such Part from the Aircraft, free from
any claim to title on the part of Lessor, if at the time of such removal (i) either (A) such Part
when so removed is replaced by the original Part, which complies with the terms of this Agreement,
and title to the original Part is vested in Lessor or (B) such Part is in addition to and not in
replacement of or substitution for any Part previously installed on or attached to the Aircraft,
(ii) such Part is not required to be installed on or attached or added to the Aircraft to comply
with any other provision of this Agreement, (iii) such Part can be removed from the Aircraft
without diminishing or impairing the marketability, overall value, utility or airworthiness of the
Aircraft and the Aircraft is restored to the condition it was in immediately prior to the
installation of such Part and (iv) no Event of Default shall have occurred and be continuing.




ARTICLE 11

REMOVAL AND MODIFICATIONS




-40-









 





ARTICLE 12. MANUFACTURERS’ WARRANTIES




     Provided no Event of Default has occurred and is continuing hereunder, Lessor agrees to assign
or otherwise make available to Lessee for the Lease Period at the expense of Lessee such rights as
Lessor may have under any warranty, express or implied, with respect to the Aircraft made by the
Manufacturer, any subcontractor or supplier thereof, or any other seller thereof, any manufacturer
of any Engine, Propeller or Part, or any person undertaking maintenance, repairs or modifications
in respect of the Aircraft, to the extent that the same may be assigned or otherwise made available
to Lessee and without warranty by Lessor as to the enforceability of any of the rights so assigned.
To the extent that the same may not be assigned or otherwise made available to Lessee, Lessor
agrees, provided that no Event of Default has occurred and is continuing, and at Lessee’s request
and expense, to enforce such rights as Lessor may have with respect thereto for the benefit of
Lessee. During the continuation of any Event of Default and only for so long as such Event of
Default is continuing, all such rights shall immediately revert to Lessor including all claims
thereunder whether or not perfected. Where Lessee decides not to pursue any material warranty
claim, Lessee will immediately notify Lessor of such claim and of its intention not to pursue it.
Lessor in such a case may direct Lessee to pursue such claim, and Lessee will pursue such claim in
good faith on behalf of itself and Lessor. Lessee agrees that it will not do anything to materially
adversely interfere with or diminish any warranty with respect to the Aircraft.



ARTICLE 12

MANUFACTURERS’ WARRANTIES




-41-









 





ARTICLE 13. INSURANCES



13.1. Obligation to Insure. Lessee shall, at its own cost and expense, maintain in full
force and effect until expiration or earlier termination of the Lease Period, the following
insurances with respect to the Aircraft through Lessee’s independent aviation insurance broker,
Marsh, Inc., or any other reputable broker selected by Lessee, with insurers or reinsurers of
recognized reputation and responsibility in the worldwide aviation marketplace, or the United
States Government through the Federal Aviation Administration in the case of war risks insurance:





	 	(a)	 	Hull All Risks Insurance (ground, flight and taxi exposures) covering loss or
damage to the Aircraft for the Stipulated Loss Value amount (as set forth in Exhibit A
hereto) (the “Stipulated Loss Value”) with the deductible in respect of such
insurance not exceeding Fifty Thousand United States Dollars (US$50,000) for each and
every loss;
	 
	 	(b)	 	Property “All Risks” Insurance (while in transit) covering Engines and Parts
when not installed on the Aircraft and held as a spare against all risks of loss or
damage (including to the fullest extent available, war and allied perils and engine
test and running risks) on an agreed value basis for full replacement cost, with the
deductible in respect of such insurance not exceeding Ten Thousand United States
Dollars (US$10,000) (Engine Running and testing subject to the Hull Insurance
Deductible) for each and every loss;
	 
	 	(c)	 	Hull War and Allied Perils Insurance (including, but not limited to,
political/nonpolitical hijacking, acts of persons, whether or not agents of terrorism,
confiscation, except by government of registry, appropriation or expropriation,
nationalization or seizure including by the State of Registration) against those perils
excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification
or substitution thereof for the time being in force covering the Aircraft for the
Stipulated Loss Value; and
	 
	 	(d)	 	Aircraft Third Party, Passenger, Passenger Baggage, Cargo, Mail, contractual
liability, products liability, and Airline General Third Party Legal Liability for a
combined single limit (bodily injury/property damage) of not less than Three Hundred
Million United States Dollars (US$300,000,000) (or such higher amount as may from time
to time be required by an applicable authority in any jurisdiction in which the
Aircraft is flown) for each occurrence. Such insurance shall include war and allied
risks in accordance with standard market practice (at a minimum the “Extended Coverage
Endorsement AVN52D”) including government assistance and excess liability insurances
commercially available to or meet the limit required herein.




13.2. Requirements for All Insurances. All insurances to be maintained by Lessee in
accordance with the requirements of Section 13.1 shall:





	 	(a)	 	reflect prudent practices in the U.S. aviation insurance market for air
carriers operating the same type of aircraft as the Aircraft on similar routes;





ARTICLE 13

INSURANCES




-42-









 






	 	(b)	 	provide that the coverage for each Additional Insured shall not be invalidated
by any act or omission (including misrepresentation and non-disclosure) of any other
Insured which results in a breach of any term, condition or warranty of the policy
provided that the Additional Insured so protected has not have caused, contributed to
or knowingly condoned said act or omission;
	 
	 	(c)	 	provide that the coverage for each Additional Insured is provided for such
solely in its capacity as Mortgagee, Lender, Lessor, under the Operative Documents, as
the case may be, and not in any other capacity, and that any knowledge that any
Additional Insured may have, or acquire, or actions that it may take or fail to take in
any other capacity (pursuant to any other contract or otherwise) shall not invalidate
the coverage afforded by this Article 13;
	 
	 	(d)	 	provide that the Additional Insureds shall have no responsibility for premiums,
assessments, warranties or representations and the insurers shall waive any rights of
set-off or counterclaim against the Additional Insureds;
	 
	 	(e)	 	provide that the insurer waives any rights of subrogation against Lessor and
any other Additional Insured;
	 
	 	(f)	 	provide that upon payment of any loss or claim to or on behalf of any
Additional Insured, the insurers shall to the extent and in respect of such payment
thereupon be subrogated to all legal and equitable rights of the Additional Insured(s),
indemnified hereby (but not against any Additional Insured), insurers shall not
exercise such rights without the consent of those indemnified, such consent not to be
unreasonably withheld and that at the expense of the insurers, such Additional
Insured(s) shall do all things reasonably necessary to assist the insurers to exercise
said rights;
	 
	 	(g)	 	provide that the coverage required hereunder may only be cancelled or
materially altered in manner adverse to the Additional Insureds by the insurers giving
the Additional Insureds not less than thirty (30) days’ prior written notice of such
cancellation or alteration (except that with respect to war and allied perils coverage,
such period of notice shall be seven (7) days or such period as may be customarily
available in the United States market for such insurance and except that with respect
to non-payment of premium, such period of notice shall be ten (10) days; any such
notice period shall be deemed to commence from the date such notice is mailed to each
of Lessor and any Lender; provided, however, such notice need not be given at normal
expiry date of the policy or any endorsement;
	 
	 	(h)	 	provide for worldwide coverage or include, at a minimum, the geographic limits,
if any, of all territories over which the Aircraft will be operated;
	 
	 	(i)	 	provide that all claims shall be paid in United States Dollars;
	 
	 	(j)	 	specifically reference this Agreement to the extent of the terms, limits,
conditions and exclusions of such policies; and





ARTICLE 13

INSURANCES




-43-









 






	 	(k)	 	with respect to Section 13.1(d) hereof, provide that the insurance shall be
primary and without right of contribution from any other insurance which may be
available to the Additional Insureds.




13.3. Requirements For Hull Insurances. The insurances described in Sections 13.1(a), (b)
and (c) shall, in addition to the provisions described in Section 13.2, (i) identify Lessor and
Lender as sole loss payees and (ii) provide that in the event of separate insurances being arranged
to cover Hull All Risks and Hull War and Allied Perils, the insurers subscribing to such insurances
agree to a 50/50 claims funding arrangement in the event of any dispute as to which insurance is
applicable.



13.4. Requirements for Liability Insurances. The insurance described in Section 13.1(d)
shall, in addition to the provisions stipulated in Section 13.2, (i) provide coverage for each
Additional Insured and each such policy name such as an additional insured except that no
Additional Insured shall be provided coverage with respect to any claim arising out of its legal
liability as a manufacturer, repairer or servicing agent of the Aircraft, (ii) not be subject to
any deductibles except with respect to baggage, Wheelchairs, cargo liability and hangarkeepers
liability coverage for which there may not be a deductible in an amount exceeding Ten Thousand
United States Dollars (US$10,000) or such higher amount as may be approved by Lessor in writing
from time to time and (iii) operate in all respects as if a separate policy had been issued
covering each Additional Insured, provided that the total liability of the insurers in respect of
any and all Additional Insureds need not exceed the limit of liability required hereunder.



13.5. Information. Lessee and its insurance underwriters or brokers shall advise Lessor in
writing promptly of any default in the payment of premium. On or before the Delivery Date, prior to
each renewal of the insurances, upon each transfer of the Aircraft or assignment of rights
hereunder as permitted by Section 19.2 of this Agreement, and when required by Lessor, furnish or
cause to be furnished, a certificate of insurance and a broker’s letter of undertaking that
(i) evidence to the satisfaction of Lessor that the insurances required hereunder, except with
respect to war risks insurance, where certificates will be provided by the United States Government
through the Federal Aviation Administration are and will continue in full force for such period as
shall then be stipulated, (ii) specify the insurers with whom the insurances are carried and (iii)
contain such other certifications and undertakings as are customarily provided to owners, lessors
and mortgagees.



13.6. Additional Insurance. Lessor may require Lessee, at no cost to Lessor or any Lender
to effect such other insurance, or such variations to the terms of the existing insurance as Lessor
may reasonably require having regard to the insurance coverages carried by air carriers operating
aircraft of the same type as the Aircraft, to best industry practices current in the aviation
insurance market and in accordance with all legal requirements imposed by the laws of the country
of registration or of any country to, from or over which the Aircraft shall be flown. Lessor or
Lessee, at its option and at its sole expense, may obtain insurance with respect to the Aircraft
provided no such insurance shall have the effect of suspending, impairing, defeating, invalidating
or rendering unenforceable or reducing, in whole or in part, the coverage of or the proceeds
payable under any insurance required to be provided and maintained by Lessee pursuant to this
Article 13. Lessee shall have no right to any proceeds of any insurance policies




ARTICLE 13

INSURANCES




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maintained by Lessor or any Lender, and Lessor shall have no right to any proceeds of any insurance
policies maintained by Lessee beyond that required by this Article 13.



13.7. No Liens. Lessee shall not create or permit to exist any Lien over the insurances
required by this Agreement, or its interest therein, save as constituted by this Agreement and the
Operative Documents.



13.8. Failure to Insure. If at any time Lessee fails to maintain in full force and effect
insurances in compliance with any provision of this Article 13, Lessor shall be entitled but not
bound (without prejudice to any other rights that it may have or acquire under this Agreement by
reason of such failure) (i) to pay any premiums due or to effect or maintain insurances
satisfactory to Lessor or otherwise remedy such failure in such manner as Lessor considers
appropriate, and Lessee shall immediately reimburse Lessor in full for any amount so expended by
Lessor and/or (ii) at any time while such failure is continuing, to require the Aircraft to remain
at any airport, or to proceed to and remain at any airport designated by Lessor or any Lender,
until such failure is remedied. Lessor is not under any duty or obligation to Lessee to verify the
existence or adequacy of the insurances required hereunder.



13.9. Settlement of Claims. Lessee will not settle or agree to any settlement of any claims
arising under any of the insurances referred to in Section 13.1 or agree to any payment in
connection therewith without the prior written consent of Lessor; provided, however, for so long as
no Event of Default shall have occurred and be continuing, Lessee may so settle or agree to settle
claims in an amount in any currency less than [*] United States Dollars
(US$[*]). The proceeds of insurances in respect of a Total Loss shall be paid to Lessor or its
designee up to the stipulated loss value, and any proceeds in excess of the stipulated loss value
shall be paid to the lessee. The proceeds of such insurances in respect of any loss other than a
Total Loss shall be paid (i) to Lessee if no Event of Default shall have occurred and is continuing
and such loss is [*] United States Dollars (US$[*]) or less, (ii) to
such parties as may be necessary to repair the Aircraft if no Event of Default shall have occurred
and is continuing and such loss is greater than [*] United States Dollars (US$[*]),
and (iii) to Lessor or its designee if an Event of Default has occurred and is continuing. Upon
completion of the repairs of any loss on which the insurers have paid insurance proceeds to Lessee,
Lessee shall deliver to Lessor and any Lender or Mortgagee, an officer’s certificate certifying
that such repairs to the Aircraft have been completed in accordance with the Manufacturer’s
recommended procedures.



13.10. Assignment. If Lessor transfers the Aircraft or assigns its rights hereunder as
permitted by Section 19.2, Lessee will, upon request, promptly procure that the transferee or
assignee (including, without limitation, any Lender or Mortgagee) shall be added as a further named
insured to any of the insurances referred to in this Agreement so as to enjoy the same rights and
protection as Lessor, Lender or Mortgagee, as the case may be, may have from time to time under
such insurances. In addition, if Lessor transfers the Aircraft or such rights and thereafter ceases
to be Lessor (a “Transferor”), Lessee shall, at the request of such Transferor and at
Lessee’s expense, effect and maintain for the benefit of such Transferor the insurance required by
Section 13.1(d) for such period (not exceeding 2 years) as the Transferor may request and shall
ensure that the Transferor shall be named as an additional insured thereunder.




ARTICLE 13

INSURANCES




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13.11. Technical Records. For purposes of clarification, it is understood and agreed that
Lessee shall not be required to provide insurance coverage related to the Technical Records, even
though Technical Records is included in the definition of Aircraft provided in this Lease.
Notwithstanding the foregoing, nothing in this Section 13.11 shall be deemed to in any way waive or
otherwise limit Lessee’s obligation to replace the Technical Records in the event the same are
lost, damaged or destroyed at any time during the Lease Period.




ARTICLE 13

INSURANCES




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ARTICLE 14. LOSS, DAMAGE AND REQUISITION



14.1. Total Loss of Aircraft or Airframe. Upon a Total Loss of the Aircraft or the Airframe
occurs prior to Delivery, this Agreement will immediately terminate and except as expressly stated
herein, neither party shall have any further obligation or liability under this Agreement. If a
Total Loss of the Aircraft or Airframe occurs during the Lease Period, Lessee shall give Lessor
prompt notice thereof (in any event within three (3) business days of the occurrence thereof) and
Lessee’s obligations hereunder (including the payment of Basic Rent) other than obligations
relating to maintenance of the Aircraft shall, subject to the terms hereof, continue and Lessor and
Lessee shall proceed diligently and cooperate fully with each other in the recovery of the Total
Loss Proceeds.



14.2. Termination Payment. On the date which is the earlier of the date on which the Total
Loss Proceeds in respect of the Aircraft or the Airframe are received by Lessee, Lessor or any
Lender and 90 days after the Total Loss Date, Lessee shall pay to Lessor the aggregate of the
Stipulated Loss Value, all accrued and unpaid Basic Rent, and all other amounts owed by Lessee to
Lessor, (other than those already mentioned in this sentence) under the Lessee’s Documents. Upon
compliance with the foregoing, Lessee’s obligation to pay Basic Rent shall terminate (without
prejudice to the continuing obligations of Lessee as to Supplemental Rent, indemnities and
otherwise) and Lessor shall, at the request of Lessee and provided that no Event of Default shall
have occurred and be continuing, transfer or procure, as the case may be, to Lessee, without
recourse or warranty, all of Lessor’s right, title and interest, if any in and to the Aircraft free
and clear of all Lessor’s Liens.



14.3. Other Loss or Damage. If the Aircraft or any part thereof suffers loss or damage not
constituting a Total Loss of the Aircraft or the Airframe, all the obligations of Lessee under this
Agreement shall continue in full force, and Lessee shall, at Lessee’s expense, promptly procure the
repair or replacement of all damaged or lost Parts or Engines in accordance with Section 11.2 or
Section 11.4.



14.4. Engine Total Loss. Upon a Total Loss of any Engine not installed on the Airframe, or
a Total Loss of an Engine installed on the Airframe not involving a Total Loss of the Airframe (in
either case, a “Destroyed Engine”), Lessee shall promptly, after becoming aware of the same
(in any event within three (3) business days of the occurrence thereof), give written notice
thereof to Lessor and Lessee shall replace the Destroyed Engine as soon as reasonably possible and
in any event within the earlier of thirty (30) days after the Total Loss and the date of receipt of
insurance proceeds in respect of such Total Loss by procuring that Lessor acquires (at no expense
to Lessor) title to another engine (of the same model as the Destroyed Engine or an improved or
advanced version) that shall be subject to this Agreement and any Security Documents, free of all
Liens other than Permitted Liens and shall have a value and utility at least equal to the Destroyed
Engine (assuming that such Destroyed Engine was in the condition and repair required to be
maintained by the terms of this Agreement) and, subject to agreement otherwise by Lessor (which
agreement shall not be unreasonably withheld), shall have accumulated no more Flight Hours or
Cycles since its last shop visit or since new than were accumulated by the Destroyed Engine. Lessor
shall be entitled to inspect such replacement engine, which shall include, at the option of Lessor
and at Lessee’s expense, (A) a full video borescope inspection of the replacement engine and (B) a
records inspection, and the results of




ARTICLE 14

LOSS, DAMAGE AND REQUISITION




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each such inspection must be satisfactory to Lessor. Upon acceptance by Lessor, such replacement
engine shall be deemed an “Engine,” as defined herein for all purposes hereunder. Lessee
agrees to take such action and execute and deliver such documents, including, but not limited to a
warranty bill of sale, a supplement hereto and legal opinions, as Lessor may reasonably request in
order that any such replacement Engine shall be duly and properly titled in the name of Lessor and
leased hereunder to the same extent as any Engine replaced thereby.



14.5. Surviving Engine(s) and Propeller(s). If a Total Loss of the Airframe occurs and any
Engine or Engines (a “Surviving Engine”) or a Propeller or Propellers (a “Surviving
Propeller”) shall not have become a Total Loss, Lessor shall, at the request of Lessee and
provided that Lessee shall have paid all sums due pursuant to Section 14.2 and no Event of Default
shall have occurred and be continuing, transfer or procure, as the case may be, to Lessee, without
recourse or warranty, all of Lessor’s right, title and interest, if any, in and to such Surviving
Engine or Surviving Propeller free and clear of all Lessor’s Liens.



14.6. Requisition. If there is a requisition for use of the Aircraft by any governmental or
other competent authority, then, unless and until the Aircraft becomes a Total Loss following such
requisition and Lessee shall have paid all sums due pursuant to Section 14.2, the leasing of the
Aircraft to Lessee under this Agreement shall continue in full force and effect, and Lessee shall
remain fully responsible for performance and observance of all its obligations under this
Agreement, other than obligations (which shall not include reporting requirements and payment of
Basic Rent) with which Lessee is unable to comply solely by virtue of such requisition. Provided
there has been no Event of Default, all payments received by the Lessor from such governmental or
other competent authority with respect to use or requisition of the Aircraft shall be paid over to,
or retained by the Lessee.



14.7. No Abatement. Except as expressly set forth in Section 14.2, no Total Loss or partial
loss of the Airframe or any Engine or Part shall result in any reduction or abatement of any Basic
Rent or Supplemental Rent.




ARTICLE 14

LOSS, DAMAGE AND REQUISITION




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ARTICLE 15. DEFAULT



15.1. Classes of Events. Each of the following shall constitute an Event of Default:





	 	(a)	 	Lessee fails to pay any (i) Basic Rent when due and such failure shall continue
for three (3) Business Days thereafter, or (ii) Supplemental Rent and such failure
shall continue for five (5) Business Days thereafter; or
	 
	 	(b)	 	any of the insurance coverages required by this Agreement are not at any time
in full force and effect; or
	 
	 	(c)	 	the Aircraft is operated at a time or in a place when or where insurance
coverages required by this Agreement shall not be in effect; or
	 
	 	(d)	 	the Aircraft shall not at any time be maintained in an airworthy condition or
Lessee shall fail to maintain current and valid the certification and other required
documentation relating to such airworthiness; or
	 
	 	(e)	 	the registration of the Aircraft is cancelled other than as a direct result of
an act or omission of Lessor or any Lender; or
	 
	 	(f)	 	Lessee and/or Guarantor fails to observe or perform any of its material
obligations (other than the obligations mentioned in paragraphs (a), (b), (c), (d) or
(e) above) under Lessee’s Documents or under any undertaking or arrangement entered
into in connection herewith or therewith and such failure, if capable of being
remedied, is not remedied to Lessor’s reasonable satisfaction within ten (10) Business
Days after written notice from Lessor requiring such remedy; provided always that, for
the avoidance of doubt, the grace periods referred to in this paragraph (f) shall not
permit operation of the Aircraft otherwise than in accordance with all applicable laws;
or
	 
	 	(g)	 	any representation, warranty or statement made by Lessee and/or Guarantor in
connection with this Agreement, any of the Lessee’s Documents or in any certificate,
written statement or notice provided by Lessee and/or Guarantor under or in connection
with this Agreement or any of the Lessee’s Documents is or proves to have been
incorrect in any material respect and, if the effects and consequences of the incorrect
representation, warranty or statement are capable of cure, Lessee and/or Guarantor
fails to cure such effects and consequences to Lessor’s satisfaction within ten (10)
days after written notice from Lessor requiring such cure; or
	 
	 	(h)	 	Lessee shall challenge the existence, validity, enforceability or priority of
the rights of Lessor or Mortgagee in respect of the Aircraft or the insurances; or
	 
	 	(i)	 	any person claiming through Lessee (other than Lessee) shall challenge the
existence, validity, enforceability or priority of the rights of Lessor or Mortgagee in
respect of the Aircraft or the insurances, and such person fails to cease making such
claims and challenges to Lessor’s reasonable satisfaction within ten (10)





ARTICLE 15

DEFAULT




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	 	 	 	days following Lessee’s receipt of written notice from Lessor requiring such cure;
or
	 
	 	(j)	 	this Agreement or any Lessee’s Document or any provision thereof shall cease to
be in full force or effect, or Lessee or any person acting by or on behalf of Lessee
shall deny or disaffirm Lessee’s obligations under this Agreement or any Lessee’s
Document except in the case of a partial invalidity, illegality or unenforceability if
that partial invalidity, illegality or unenforceability does not materially adversely
affect the interests of Lessor or Lessee’s ability to perform its obligations under
Lessee’s Document; or
	 
	 	(k)	 	any consent, authorization, license or approval of, or registration with or
declaration to any government entity required by Lessee to authorize, or required by
Lessee in connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of this Agreement or any other Lessee’s Document or the
performance by Lessee of its obligations hereunder or thereunder is modified in a
manner unacceptable to Lessor or is withheld, or is revoked, suspended, cancelled,
withdrawn or terminated or expires and is not renewed, or otherwise ceases to be in
full force and effect and Lessor determines that such modification, withholding
revocation, suspension, cancellation, withdrawal, termination or non-renewal or
cessation may significantly prejudice its rights under or in connection with this
Agreement, may have a material adverse effect on Lessee’s ability to perform its
obligations hereunder or jeopardize the respective interests of Lessor or any Lender in
the Aircraft or may give rise to criminal liability of Lessor; or
	 
	 	(1)	 	Lessee voluntarily suspends or threatens to suspend (and in connection with
such threat to suspend also threatens to suspend lease or rental payments to all
aircraft lessors or parties holding mortgages on aircraft operated by Lessee),
substantially all of its airline operations or the rights or privileges required for
the conduct of the business and operations of Lessee are revoked, cancelled or
otherwise terminated or the free and continued use and exercise thereof curtailed or
prevented, and as a result of any of the foregoing the preponderant business activity
of Lessee shall cease to be that of a commercial airline; or
	 
	 	(m)	 	Lessee disposes or takes any action to dispose of all or a material part of its
assets, whether by one or a series of transactions, related or not, and such disposal
or action will have a material adverse effect on its ability to perform its obligations
under this Agreement or any other Lessee’s Document; or
	 
	 	(n)	 	any governmental authority shall have condemned, seized or appropriated all or
substantially all of the property of Lessee; or
	 
	 	(o)	 	an encumbrancer takes possession of, or a trustee, administrator,
administrative receiver, receiver or similar officer is appointed in respect of, all or
any material part of the business or assets of Lessee, or distress or any form of
execution is levied or enforced upon or sued out against any such business or assets
and is not discharged within 30 days of being levied, enforced, or sued out; or





ARTICLE 15

DEFAULT




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	 	(p)	 	 (i) Lessee shall commence any case, proceeding or other action (A) under any
existing or future law relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, or other similar official for it or for all or any substantial part of its
assets, or Lessee shall make a general assignment for the benefit of its creditors,
(ii) there shall be commenced against Lessee any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed, undischarged
or unbonded for a period of 30 days, (iii) there shall be commenced against Lessee any
case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of its
assets which results in the entry of an order for any such relief which shall not have
been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry
thereof, (iv) Lessee shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or
(iii) above or (v) Lessee shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or
	 
	 	(q)	 	any event occurs, circumstance arises or proceeding is taken with respect to
Lessee in any jurisdiction to which Lessee is subject that has an effect equivalent or
similar to any of the events mentioned in Sections 15.1(o) or (p); or
	 
	 	(r)	 	Lessee shall (i) default in any payment of any indebtedness having an aggregate
outstanding amount of more than Five Hundred Thousand United States Dollars
(US$500,000) (or the equivalent thereof) beyond the period of grace (not to exceed 30
days) if any, provided in the instrument or agreement under which such indebtedness was
created or (ii) default in the observance or performance of any agreement or condition
relating to any such indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or to
permit the holder or holders of such indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause (determined without regard to whether any notice is
required), any such indebtedness to become due prior to its stated maturity or any such
indebtedness of Lessee shall be declared to be due and payable, or required to be
prepaid other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; or
	 
	 	(s)	 	a final judgment, or in the aggregate, judgments, for the payment of money in
excess of Five Hundred Thousand United States Dollars (US$500,000) (or the equivalent
thereof) not covered by insurance shall be rendered against Lessee and the same shall
remain undischarged, unvacated, unbonded or unstayed by appeal or otherwise for a
period of at least thirty (30) days from the date of its entry; or





ARTICLE 15

DEFAULT




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	 	(t)	 	an “Event of Default”, as defined therein, shall have occurred under any
Related Lease and shall not have otherwise been cured in accordance with the terms of
such Related Lease.




15.2. Lessor’s Rights. Upon the occurrence of an Event of Default or at any time thereafter
for so long as such Event of Default is continuing, Lessor shall be entitled (without prejudice to
any of its other rights hereunder) by notice in writing to Lessee to treat such event as a
repudiation by Lessee of its obligations under this Agreement. If an Event of Default occurs prior
to Delivery, Lessor shall not be obliged to lease the Aircraft to Lessee. If an Event of Default
occurs after Delivery and is continuing, Lessor may (i) proceed by appropriate court action to
enforce performance by Lessee of the applicable covenants and provisions of this Agreement or to
recover damages for the breach thereof and/or (ii) terminate the leasing of the Aircraft under this
Agreement and direct Lessee to redeliver the Aircraft to such location as Lessor may specify or to
ensure that the Aircraft remains at the airport where the Aircraft is then located without further
use by Lessee and Lessor may retake possession of the Aircraft (whether or not such notice has been
given) for which purpose Lessor by its employees or agents may enter upon Lessee’s premises where
the Aircraft or any part thereof is located or believed to be located and shall have all powers
necessary to repossess the Aircraft. Termination and/or repossession shall not relieve Lessee from
its obligations under this Agreement that are then unsatisfied and that may thereafter be due for
the remaining Scheduled Lease Period. Following termination, Lessor or Lender shall be free to
lease, sell or otherwise dispose of the Aircraft as it may in its absolute discretion think fit.
Except as otherwise expressly provided, no remedy or payment referred to in this Section 15.2 or in
Article 16 below, is intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to herein or therein or otherwise available to Lessor at law or in equity;
and the exercise or beginning of exercise by Lessor of any one or more of such remedies shall not
preclude the simultaneous or later exercise by Lessor of any or all of such other remedies. No
express or implied waiver by Lessor of any Event of Default shall in any way be, or be construed to
be, a waiver of any future or subsequent Event of Default. To the extent permitted by applicable
law, Lessee hereby waives any rights now or hereafter conferred by statute or otherwise that may
require Lessor to sell, lease or otherwise use the Aircraft or any Engine which may otherwise limit
or modify any of Lessor’s rights or remedies hereunder. LESSEE HEREBY APPOINTS LESSOR AS LESSEE’S
IRREVOCABLE AGENT AND ATTORNEY-IN-FACT TO EXECUTE ALL DOCUMENTS DEEMED NECESSARY TO RELEASE,
TERMINATE AND VOID LESSEE’S INTEREST IN THE AIRCRAFT LEASED HEREUNDER, TO DE-REGISTER AND EXPORT
THE AIRCRAFT, AND TO FILE SAID DOCUMENTS FOR RECORDATION WITH THE AVIATION AUTHORITY AND ANY OTHER
APPROPRIATE AGENCY; PROVIDED THAT LESSOR WILL NOT USE THIS AGENCY UNLESS AN EVENT OF DEFAULT HAS
OCCURRED.




ARTICLE 15

DEFAULT




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ARTICLE 16. PAYMENTS ON EVENT OF DEFAULT



16.1. Payments. Upon the occurrence of an Event of Default and at any time thereafter,
Lessor has the right to recover from Lessee all of the following which arise out of such Event of
Default:





	 	(a)	 	all amounts which are then due and unpaid hereunder and which become due prior
to the earlier of Lessor’s recovery of possession of the Aircraft or Lessee making an
effective tender thereof;
	 
	 	(b)	 	any loss of profit (calculated on an After-Tax Basis to the extent permitted by
this Agreement) suffered by Lessor because of Lessor’s inability to place the Aircraft
on lease with another lessee for all such time periods as the Aircraft is off lease and
any additional time periods (whether or not the Aircraft has been leased to a new
lessee) required to place the Aircraft in the condition required for return, or on
terms as favorable to Lessor as this Agreement, or because whatever use, if any, to
which Lessor is able to put the Aircraft upon its return to Lessor, or the funds
arising upon a sale or other disposal of the Aircraft, is not as profitable (calculated
on an After-Tax Basis to the extent permitted by this Agreement), to Lessor as this
Agreement;
	 
	 	(c)	 	all costs associated with Lessor’s exercise of its remedies hereunder,
including but not limited to, repossession costs, legal fees, storage costs,
remarketing fees and expenses and re-lease or sale costs;
	 
	 	(d)	 	the cost, whether incurred or not, of putting the Aircraft into the condition
described in Article 17;
	 
	 	(e)	 	any amount of principal, interest, fees or other sums whatsoever paid or
payable on account of funds borrowed in order to carry any unpaid amount owed by Lessee
hereunder;
	 
	 	(f)	 	any other losses, damage, expense, cost or liability which Lessor suffers or
incurs as a result of an Event of Default and/or termination of this Agreement,
including an amount sufficient to fully compensate Lessor for any loss or damage to
Lessor’s residual interest in the Aircraft caused by an Event of Default hereunder.




16.2. Further Notices. Lessor shall be entitled, following the issuance of a notice under
Section 16.1, to issue further notices thereafter in respect of any amounts referred to in Section
16.1 that shall not have been incurred and/or quantified at the date of any previous notice.




ARTICLE 16

PAYMENTS ON EVENT OF DEFAULT




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ARTICLE 17. REDELIVERY



17.1. Redelivery. On the Expiry Date (other than following a Total Loss) Lessee shall, at
its own expense, redeliver the Aircraft including the Technical Records to Lessor at the Redelivery
Location. Lessee agrees to permit Lessor or Lessor’s agent, within thirty (30) days prior to the
redelivery of the Aircraft, full access to the Technical Records at the Redelivery Location for the
purpose of inspection, audit, and verification of the accuracy and completeness of the Technical
Records.



17.2. Condition of Aircraft. The Aircraft shall, upon redelivery to Lessor hereunder, be in
the condition as set forth in this Article 17 and Exhibit D hereto.



17.3. Inspection; Corrections; Additional Work. At least five (5) days prior to the Expiry
Date (other than following a Total Loss), Lessee, at its own expense, shall make the Aircraft
available to Lessor’s representatives for inspection (“Final Inspection”) in order to
verify that the condition of the Aircraft complies with the provisions of this Agreement. Lessee
shall provide to Lessor during any such inspections (at no expense to Lessor) adequate work space
with access to a copy machine, telephone and fax machine (long distance charges to be borne by
Lessor). The period allowed for the Final Inspection shall have such duration as to permit the
conduct by Lessor, at Lessee’s expense, of the following:





	 	(a)	 	a first stage compressor inspection of each installed Engine shall have been
performed by Lessor and Lesee or a third party prior to the Delivery Date;
	 
	 	(b)	 	inspection of the Aircraft and Parts during which inspection Lessor may request
Lessee to open any inspection doors and panels normally opened in the course of any
maintenance or work then being performed on the Aircraft and may request Lessee to open
any other doors or panels if Lessor, acting in good faith, can show reasonable grounds
(based solely on the physical appearance or condition of the Aircraft and/or
information contained in the Technical Records) for believing that such opening will
result in corrosion and/or damage being revealed;
	 
	 	(c)	 	a test flight in accordance with Manufacturer’s test flight procedures (the
“Test Flight”). Such Test Flight shall not exceed two (2) hours in duration.
Lessor shall, at Lessor’s sole cost and expense, be permitted to have up to two (2)
observers on board the Aircraft during such Test Flight.




Lessee will, at Lessee’s expense, correct all discrepancies found during any such inspection or
Test Flight determined not to have been in compliance with the Maintenance Program, the guidelines
of the Manufacturer or the requirements of this Agreement. If any inspection items exceed
manufacturer’s published limits for Engine, and/or if any inspection shows evidence of foreign
object damage, then Lessee shall repair such damage in accordance with the Pratt & Whitney
maintenance repair manual of if foreign object damage is beyond repairable limits, the part will be
replaced with a serviceable unit at the Lessor’s expense, prior to Delivery, correct or cause to
correct such conditions to meet normal tolerances. In addition, upon the request of Lessor and
subject to the agreement of Lessee, at the time of the Final Inspection, Lessee will, subject
further to reasonable scheduling requirements, perform or cause to be performed




ARTICLE 17

REDELIVERY




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additional work on the Aircraft; provided that Lessor will pay the reasonable incremental cost of
such additional work and if the work is to be performed by Lessee or an Affiliate of Lessee, such
cost shall not include any profit margin or overhead allocation.



17.4. Compliance after Lease Period. If the time required by Lessee to complete compliance
with any of the provisions of this Article 17 shall extend beyond the Scheduled Termination Date,
the provisions of this Agreement, including without limitation all of Lessee’s obligations set
forth herein, shall, at the option of Lessor, continue on a daily basis until full compliance by
Lessee with all of such provisions. In such case, Lessee shall (without relieving Lessee of any
liability for damages of any kind suffered by Lessor by reason of such delay) pay to Lessor upon
demand the daily Post Expiry Basic Rent (as defined below) for each day from and including the
Scheduled Termination Date to and including the date of full compliance by Lessee with all such
provisions; provided that if the performance of any additional work requested by Lessor pursuant to
Section 17.3 delays the redelivery of the Aircraft beyond the date the Aircraft would have been
returned but for the performance of such additional work, Lessee shall not be required to pay the
Post Expiry Basic Rent during the period of such delay. For the purposes of this Section 17.4, the
daily “Post Expiry Basic Rent” shall be an amount equal to the Basic Rent payable during
the month immediately prior to the Scheduled Termination Date divided by 20. Notwithstanding any
continuation of Lessee’s obligations under this Agreement, (a) Lessee shall only be entitled to
possession of the Aircraft after the Scheduled Termination Date (i) if Lessor so elects and (ii)
for the sole purpose of promptly carrying out the work necessary to ensure redelivery in accordance
with the provisions hereof and (b) Lessee shall not be entitled to use the Aircraft in flight
operations during such period of continuation. In the event Lessor elects to take possession of the
Aircraft as provided in the immediately preceding sentence, without prejudice to any rights Lessor
may have under any other provision of this Agreement, Post Expiry Basic Rent will cease to accrue.



17.5. Deregistration and Export. At such time as Lessee is obligated to redeliver the
Aircraft to Lessor pursuant to this Agreement, Lessee shall, at Lessor’s expense (provided that
Lessee shall be responsible for all expenses incurred in connection with a deregistration that
relates to a Lien (not including a Lessor’s Lien) caused by Lessee, and upon the request of Lessor:





	 	(a)	 	promptly take all such steps (not including procuring the discharge of any
Lessor’s Liens) as may be necessary to cancel the existing registration of the Aircraft
(subject to Lessor giving, or procuring that any Mortgagee gives, such notices and/or
required consents to the cancellation of such registration) and obtain and deliver to
Lessor all certificates relating to the Aircraft required by applicable law on any
transfer of or alteration to the registration thereof;
	 
	 	(b)	 	provide to Lessor all assistance as Lessor may reasonably request so as to
enable Lessor to obtain any documents (including, without limitation, any export
certificate of airworthiness) required by applicable law in relation to the export of
the Aircraft from the State of Registration or such other country in which the Aircraft
is for the time being located and shall re-assign or otherwise confirm to Lessor the
benefit of any indemnities or warranties available to Lessee from the Manufacturer or
any other supplier or manufacturer of the Engines or any Part; and





ARTICLE 17

REDELIVERY




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	 	(c)	 	provide to Lessor such assistance with respect to information and documentation
as Lessor may reasonably require so as to enable the Aircraft to be registered and
certified as to airworthiness under any applicable laws and/or regulations of any
country other than the State of Registration; provided that Lessor shall reimburse
Lessee for its reasonable out-of-pocket expenses incurred in providing such assistance.




17.6. Ferry Flight. Upon completion of the inspection, any corrections provided for in
Section 17.3 and the written request of Lessor, Lessee will, provided it can do so under applicable
law, fly the Aircraft to such location as Lessor shall request (the “Ferry Flight”). Lessor
will pay all costs and expenses of the Ferry Flight to the extent they exceed the costs and
expenses which would have been incurred in redelivering the Aircraft to the Redelivery Location.




ARTICLE 17

REDELIVERY




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ARTICLE 18. INDEMNITIES



18.1. General Indemnities. Except as provided in Section 18.2 below, Lessee hereby agrees
at all times to indemnify, protect, defend and hold harmless each Indemnitee from and against all
and any liabilities, losses, claims, proceedings, damages, penalties, fines, fees, costs and
expenses whatsoever (any of the foregoing being referred to as a “Claim”) that any of them
at any time suffers or incurs:





	 	(a)	 	arising directly or indirectly out of or in any way connected with the,
manufacture, possession, registration, performance, transportation, management,
control, use or operation, design, condition, testing, delivery, leasing, maintenance,
repair, service, modification, overhaul, replacement, removal or redelivery of the
Aircraft (either in the air or on the ground) or any part of the Aircraft or Technical
Records, by Lessee or any other person, whether or not such liabilities, losses,
claims, proceedings, damages, penalties, fines, fees, costs and expenses may be
attributable to any defect in the Aircraft or any part thereof or the Technical Records
or to the design, testing or use thereof or to any maintenance, service, repair,
overhaul, or to any other reason whatsoever (whether similar to any of the foregoing or
not), and regardless of when the same shall arise or whether they arise out of or are
attributable to any act or omission of any Indemnitee;
	 
	 	(b)	 	arising as a result of any design, article or material in the Aircraft or any
part thereof or the operation or use thereof constituting or being alleged to
constitute an infringement of any patent, copyright, design or other proprietary right;
	 
	 	(c)	 	in relation to preventing or attempting to prevent the arrest, confiscation,
seizure, taking in execution, impounding, forfeiture or detention of the Aircraft, or
in securing the release of the Aircraft other than from any Lessor’s Lien; or
	 
	 	(d)	 	directly or indirectly out of any breach by Lessee of any of its obligations
hereunder or under any of the Lessee’s Documents to which it is a party or the falsity
or inaccuracy of any representation or warranty of Lessee thereunder.




Without prejudice to the obligation of Lessee to indemnify pursuant to this Section 18.1 and
provided that no Event of Default has occurred and is continuing, Lessee shall have the right to
investigate and, in its discretion, to defend or compromise (other than with respect to a
compromise of a non-monetary Claim, the compromise of which may adversely affect the Indemnitee),
any claim involving solely one or more Claims for which indemnification is sought under this
Section 18.1 and each Indemnitee shall cooperate at Lessee’s cost with all reasonable requests of
Lessee in connection therewith; provided that such proceedings do not involve any material risk of
loss or forfeiture of title to the Aircraft (unless Lessee shall have posted a bond or other
security satisfactory to Lessor in respect of such risk) or any material risk of any civil or
criminal penalty being assessed against any Indemnitee. Where Lessee or its insurers undertake the
defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such
Indemnitee in connection with such defense of such Claim shall be indemnified hereunder unless such
fees or expenses were incurred at the request of Lessee or such insurers; provided, that if in




ARTICLE 18

INDEMNITIES




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the reasonable judgment of such Indemnitee an actual or potential material conflict of interest
exists where it is advisable for such Indemnitee to be represented by separate counsel, the
reasonable fees and expenses of such separate counsel shall be borne by Lessee. Subject to the
requirements of any policy of insurance, any Indemnitee may participate at its own expense in any
judicial proceeding controlled by Lessee pursuant to the preceding provisions; provided, that such
Indemnitee’s participation does not, in the opinion of the independent counsel appointed by Lessee
or its insurers to conduct such proceedings, interfere with such control (except in the case
specified in the proviso to the immediately preceding sentence); and such participation shall not
constitute a waiver of the indemnification provided in this Section 18.1. Nothing in this Section
18.1 shall be deemed to require an Indemnitee to contest any Claim or to assume responsibility for
or control of any judicial proceeding with respect thereto. To the extent of any payment of any
Claim pursuant to this Section 18.1, Lessee, without any further action, shall be subrogated to any
claims an Indemnitee may have relating thereto. The Indemnitees agree to give such further
assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if
any, to the extent reasonably requested by Lessee. If Lessee shall have paid an amount to an
Indemnitee pursuant to this Section 18.1, and such Indemnitee subsequently shall be reimbursed in
respect of such indemnified amount from any other person, such Indemnitee shall promptly pay to
Lessee the amount of such reimbursement, including any interest received with respect thereto.



18.2. Exclusions to General Indemnities. The following are excluded from Lessee’s agreement
to indemnify any particular Indemnitee under Section 18.1:





	 	(a)	 	any Claim attributable to an act, matter, circumstance or thing done, arising
or occurring after the date on which Lessee shall have redelivered the Aircraft to
Lessor in accordance with this Agreement and shall have complied with all of its
obligations under this Agreement and the Lessee’s Documents (such date, the
“Compliance Date”), but only to the extent not attributable to acts or
omissions of Lessee or to circumstances, acts, omissions or events occurring on or
before the Compliance Date;
	 
	 	(b)	 	any Claim caused by the willful misconduct or gross negligence of such
Indemnitee;
	 
	 	(c)	 	any Claim which is a Tax or a loss of a Tax benefit, which Claim shall be
governed by other relevant Sections of this Article 18; and
	 
	 	(d)	 	any Claim which is the result of any material representation or warranty made
by Lessor in Section 2.2 hereof being incorrect.




18.3. Notice of Claim. An Indemnitee shall promptly after obtaining actual knowledge
thereof notify Lessee of any Claim as to which indemnification is sought; provided that a failure
to so notify will not diminish or relieve Lessee of any obligations thereunder, unless such failure
materially adversely affects Lessee’s defense of such Claim resulting in an increase in liability
of Lessee in respect of such Claim or in preventing it from reducing liability therefor, in which
case Lessee shall not be required to indemnify such Indemnitee for the amount by which such
liability was increased or not reduced.




ARTICLE 18

INDEMNITIES




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18.4. Indemnities — Event of Default. Lessee shall fully indemnify each Indemnitee against
any loss, damage, expense or liability that such Indemnitee may sustain or incur as a consequence
of any default in payment hereunder by Lessee or the occurrence of any Event of Default including,
without limitation, all expenses (including legal and other out-of-pocket expenses) incurred by
each Indemnitee in connection with the preservation or enforcement or the attempted preservation or
enforcement of any of its rights against Lessee under this Agreement or any of the other Lessee’s
Documents, any amounts of principal, interest, fees or other sums whatsoever paid or payable on
account of any funds borrowed in order to carry any unpaid amount and any loss, premium, penalty or
expense that may be incurred in liquidating or employing funds acquired to purchase or finance the
Aircraft and to maintain or fund such amounts (or any part thereof) or any other amount due or to
become due under this Agreement.



18.5. Withholding. Lessee agrees that all payments by Lessee (or by any other person on
behalf and for the account of Lessee) pursuant to this Lease or any other Lessee’s Document shall
be paid without any deduction or withholding on account of any Taxes, monetary fees, or other
charges or withholdings of any nature, except to the extent that withholding is required by
applicable law, and in the event any withholding from any such payment is required by any
applicable law, Lessee shall:





	 	(a)	 	unless such deduction or withholding is on account of an Excluded Tax described
in Section 18.6, pay to the person entitled to receive such payment (the
“Payee”) such additional amount as is required so that the Payee receives,
after such withholding, the amount that the Payee would have received if such
withholding had not been required;
	 
	 	(b)	 	pay the amount required to be withheld to the proper governmental authority or
taxing authority in a timely and proper manner;
	 
	 	(c)	 	deliver to the Payee, within 30 days after the date on which such payment is
paid, a withholding certificate which (i) is addressed to the Payee and executed by an
officer of Lessee, (ii) states the amount of the payment, the applicable rate of
withholding, and the amount withheld, (iii) identifies the Tax or other charge withheld
and the law which requires such withholding, (iv) identifies the governmental authority
or taxing authority to which the amount withheld has been paid, (v) states that the
amount withheld has been properly paid to such governmental authority or taxing
authority and (vi) includes as an attachment a certified copy of the receipt issued by
the governmental authority or taxing authority to which the amount withheld was paid if
such receipt is reasonably obtainable from such governmental authority or taxing
authority; and
	 
	 	(d)	 	indemnify the Payee against any and all liabilities losses, costs and expenses
incurred by the Payee as a result of any failure of Lessee to comply with the
provisions of this Section 18.5.




18.6. General Tax Indemnity. Lessee shall pay, and shall indemnify each Indemnitee and hold
each Indemnitee harmless from liability for, any and all taxes (including, without limitation,
sales, use, business, gross or net income, personal property, license, documentation, transfer,




ARTICLE 18

INDEMNITIES




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import, export, fuel, leasing, occupational, value added, excess profits, excise, gross or net
receipts, franchise, stamp, environmental and other taxes), levies, imposts, withholdings, fees,
assessments, duties and other charges of any nature, and any penalties, fines, additions to tax,
interest or other charges thereon or calculated by reference thereto (regardless of how or when
imposed or assessed, whether imposed on or assessed against any Indemnitee, Lessee, the Aircraft or
any part thereof or any interest therein or any use thereof, or otherwise) which are imposed by any
government or other taxing authority in any jurisdiction or by any international or multinational
taxing or regulatory authority (“Taxes”), upon or with respect to, based upon or measured
by, or arising or resulting from:





	 	(a)	 	the Aircraft or any part thereof or any interest therein or any documents,
information, data or other things delivered or to be delivered pursuant to the Lessee’s
Documents, or
	 
	 	(b)	 	any of the transactions and activities contemplated in the Lessee’s Documents,
including without limitation, the purchase, ownership, delivery, leasing, subleasing,
registration, possession, use, operation, landing, take-off, storage, location,
presence, maintenance, servicing, repair, overhaul, pooling, interchange, exchange,
replacement, loss, return, sale or other disposition of, or any damage, addition or
transfer of title to, the Aircraft or any part thereof or any interest therein, or
	 
	 	(c)	 	the payment, receipt or accrual of the Basic Rent, receipts, insurance
proceeds, gains or earnings arising from any the Aircraft or any part thereof or any
interest therein pursuant to the Lessee’s Documents (including, without limitation, the
Basic Rent and earnings thereon), or
	 
	 	(d)	 	the execution, delivery, filing, registration, recording, presence, performance
or enforcement of any of the Lessee’s Documents or any other documents executed from
time to time pursuant to any of the Lessee’s Documents,




any Tax for which Lessee is required to indemnify such Indemnitee pursuant to this Section 18.6 (an
“Indemnified Tax”); provided, however, that Lessee shall have no obligation
under this Section 18.6 to indemnify an Indemnitee for any of the following Taxes (“Excluded
Taxes”):





	 	(i)	 	any Tax which is imposed on or with respect to, based on or
measured by the net or gross income, capital, net worth, franchise, or conduct
of business of such Indemnitee (including, without limitation, any such Tax
imposed on an item of Tax preference or any minimum Tax or alternative minimum
Tax), except that (1) the exclusion in this clause (i) shall not apply to any
non-foreign Tax that such Indemnitee would not have incurred but for the
registration, use, operation, location or presence of the Aircraft or the
Airframe, any Engine, any Propeller, the Landing Gear, or any Part in the
jurisdiction imposing such Tax or the organization of Lessee under the laws of
such jurisdiction, or any place of business, transaction or activity of Lessee
or any Affiliate of Lessee or any other person (other than an Indemnitee)
having the use, possession, control or





ARTICLE 18

INDEMNITIES




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	 	 	 	custody of the Aircraft or any part thereof (each a “Specified
Person”) in such jurisdiction, or the payment of any amount by or on
behalf of Lessee from such jurisdiction or any other connection between
Lessee or any Specified Person and such jurisdiction, and (2) the exclusion
in this clause (i) shall not apply to any Tax that is, or is in the nature
of, a sales, use, rental, value added, stamp, documentary, transfer or
property Tax;
	 
	 	(ii)	 	any Tax imposed on or with respect to any voluntary sale,
transfer or other disposition by such Indemnitee of all or part of such
Indemnitee’s interest in the Aircraft or any part thereof or this Agreement,
except that the exclusion in this clause (ii) shall not apply to any sale,
transfer or other disposition by such Indemnitee of all or part of its interest
in the Aircraft or any part thereof or this Agreement that occurs (1) in
connection with or as a result of (x) an exercise of remedies pursuant to this
Agreement after the occurrence of an Event of Default, (y) a Total Loss of the
Aircraft or any part thereof, or (z) any maintenance, repair, overhaul,
pooling, interchange, exchange, removal, replacement, substitution,
modification, improvement, or alteration of the Aircraft or any part thereof,
or (2) at Lessee’s request, or (3) pursuant to a requirement in any Lessee’s
Document;
	 
	 	(iii)	 	any Tax imposed on or with respect to any purchase or
acquisition of the Aircraft; and
	 
	 	(iv)	 	any Tax to the extent that liability for such Tax arises out of
or is caused by, and would not have been incurred but for, the gross negligence
or willful misconduct of such Indemnitee or the breach of any representation,
warranty or covenant of such Indemnitee in any Lessee’s Document.
	 
	 	(v)	 	any Tax arising from any event, or imposed with respect to any
period, occurring (A) before the Delivery Date or (B) after the earliest date
on which all of the events described in the following subclauses (1), (2), (3)
and (4) shall have occurred:






	 	(1)	 	the expiration or earlier termination of the
Term, and
	 
	 	(2)	 	if Lessee is required to return the Aircraft to
Lessor pursuant to the terms of this Agreement, the return by Lessee of
the Aircraft to Lessor in accordance with the terms and provisions of
Article 17 of this Lease and all other applicable provisions of the
Lessee’s Documents, and
	 
	 	(3)	 	the payment in full of all amounts then due and
payable by Lessee pursuant to the Lessee’s Documents, and
	 
	 	(4)	 	the due performance and observance by Lessee of
all of the obligations, covenants and agreements of Lessee in the
Lessee’s





ARTICLE 18

INDEMNITIES




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	 	 	 	Documents to the extent required to be performed or observed or
complied with at or prior to the relevant time;






	 	 	 	provided that the exclusion in this clause (v) shall not apply to any Tax
that arises from or in connection with (x) an exercise of remedies after an
Event of Default or (y) any payment by Lessee to or for the benefit of any
Indemnitee pursuant to the Lessee’s Documents or (z) the performance by
Lessee of any other obligation under the Lessee’s Documents;
	 
	 	(vi)	 	in the case of a transferee of Lessor’s interest in the
Aircraft or any part thereof, Taxes to the extent that the aggregate amount of
such Taxes exceeds the aggregate amount of the Taxes that would have been
imposed on or payable by the transferor Lessor and for which Lessee would have
been required to indemnify the transferor Lessor pursuant to this Article 18
(after giving effect to this clause (vi)), determined under applicable Laws in
effect on the effective date of the transfer by the transferor Lessor to the
transferee Lessor, provided that the exclusion in this clause (vi) shall not
apply to a transferee that acquires its interest in the Aircraft pursuant to a
transfer in connection with or as a result of an exercise of remedies in
accordance with Articles 15 and 16 hereof after the occurrence of an Event of
Default;
	 
	 	(vii)	 	any Tax to the extent that liability for such Tax is caused
by, and would not have been incurred but for, a Lessor’s Lien;
	 
	 	(viii)	 	any United States federal income tax required by applicable law to be
withheld by Lessee with respect to any payment of Basic Rent or Supplemental
Rent pursuant to the Lessee’s Documents; and
	 
	 	(ix)	 	any Tax imposed on Lessor arising from a “prohibited
transaction” caused by Lessor’s use of “assets” (as such terms are defined in
the regulations under Title I of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)) of an “employee benefit plan” (as defined
in Section 3(3) of ERISA) or of a “plan” (as defined in Section 4975(e)(1) of
the Internal Revenue Code of 1986, as amended) to make or maintain its
investment in the Aircraft.




18.7. Tax Filings. Lessee shall prepare and file when due all reports, returns,
declarations and other documents (each a “Tax Document”) that are required by applicable
law to be filed with any government or other taxing authority with respect to each Indemnified Tax,
except as otherwise provided in this Section 18.7:





	 	(a)	 	Lessee shall give such Indemnitee notice of such requirement at least 30
Business Days before the date on which the filing of such Tax Document is due,
	 
	 	(b)	 	to the extent permitted by applicable law, Lessee shall complete, sign and file
such Tax Document (other than (i) any Tax Document that an Indemnitee notifies Lessee
in writing that such Indemnitee will complete, sign and file or (ii) any Tax





ARTICLE 18

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	 	 	 	Document for which such Indemnitee does not furnish Lessee with information which
(A) is in the possession or control of (or is reasonably obtainable, from a source
other than Lessee or a Specified Person, by) such Indemnitee, (B) is not in the
possession or control of (or reasonably obtainable, from a source other than an
Indemnitee, by) Lessee, (C) is timely requested by Lessee in writing, and (D) is
necessary to file such Tax Document) in a timely and proper manner and (if and to
the extent appropriate in such Tax Document) in a manner that will show the
ownership of the Aircraft in Lessor) and send a copy of such Tax Document to Lessor;
and
	 
	 	(c)	 	to the extent that Lessee is not permitted by applicable law to sign and file
such Tax Document or if such Indemnitee does not furnish Lessee with information which
(1) is in the possession or control of (or is reasonably obtainable, from a source,
other than Lessee or a Specified Person, by) such Indemnitee, (2) is not in the
possession or control of (or reasonably obtainable, from a source other than an
Indemnitee, by) Lessee, (3) is timely requested by Lessee in writing, (4) and is
necessary to file such Tax Document, Lessee shall (i) to the extent Lessee has in its
possession or control (or is reasonably able to obtain from a source other than an
Indemnitee) the information necessary to do so, complete such Tax Document in a manner
reasonably satisfactory to such Indemnitee, (ii) send such completed (or partially
completed in accordance with clause (i), as the case may be) Tax Document to such
Indemnitee at least 15 Business Days before the date on which such Tax Document is
required to be filed, and (iii) pay to such Indemnitee the aggregate amount of
Indemnified Taxes and other amounts required to be paid with respect to such Tax
Document at least 5 Business Days before the date on which payment of such Taxes or
other amounts are due (provided that if information necessary to compute the amount of
any Indemnified Tax is not in the possession or control of Lessee and is not reasonably
obtainable by Lessee from a source other than an Indemnitee and is not furnished by an
Indemnitee to Lessee, Lessee shall pay such Indemnified Tax after receipt of written
demand therefor from an Indemnitee in accordance with Section 18.19); and such
Indemnitee shall sign and file such Tax Document.




Lessee shall indemnify each Indemnitee and hold each Indemnitee harmless from and against any
liabilities, obligations, losses, damages, penalties, claims, actions, suits and costs arising out
of any insufficiency, inaccuracy or error in any Tax Document filed by Lessee pursuant to this
Section 18.7 or delivered by Lessee to an Indemnitee pursuant to clause 18.7(b) above (in each
case, other than any insufficiency, inaccuracy or error which is caused by, and would not have
occurred but for (i) such Indemnitee’s failure to furnish to Lessee information which (A) is within
the possession or control of (or reasonably obtainable, from a source other than Lessee or a
Specified Person by) such Indemnitee, (B) is not in the possession or control of (or reasonably
obtainable, from a source other than an Indemnitee, by) Lessee, (C) is timely requested by Lessee
in writing, (D) and is necessary for the completion of such Tax Document or (ii) the insufficiency,
inaccuracy or error in any information that an Indemnitee furnished to Lessee) or any
insufficiency, inaccuracy or error in any information provided by Lessee to any Indemnitee pursuant
to this Section 18.7 or Section 18.8.




ARTICLE 18

INDEMNITIES





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18.8. Tax Information. Lessee shall:




	 	(a)	 	deliver to Lessor, not later than the last day of April of each calendar year
beginning during the Lease Period and the calendar year immediately following the
calendar year that includes the Scheduled Termination Date, a schedule which is
attached to a certificate of an officer of Lessee stating that the schedule is a
complete and accurate report of the operation of the Aircraft during the preceding
calendar year and shows the following information with respect to each flight of the
Aircraft during the preceding calendar year: (i) the operator of the Aircraft, (ii) the
flight number of such flight, (iii) the origin of such flight, (iv) the final
destination of such flight, (v) each intermediate stop of such flight between the
origin and the final destination, (vi) the location, local date and local time of each
takeoff and landing of the Aircraft from the origin to the final destination of such
flight, and (vii) the complete name and address of each airport for which an
abbreviated name or airport code is presented in the schedule;
	 
	 	(b)	 	deliver to an Indemnitee as soon as reasonably practicable after receipt of
such Indemnitee’s written request therefor, such information and copies of such records
and other documents (including, without limitation, the flight log for the aircraft)
maintained by Lessee in the regular course of its business as such Indemnitee may
reasonably request from time to time to enable such Indemnitee to comply with
applicable Tax reporting, audit and litigation requirements;
	 
	 	(c)	 	make commercially reasonable efforts to deliver to an Indemnitee as soon as
reasonably practicable after receipt of such Indemnitee’s written request therefor,
such information and copies of such records and other documents maintained by any
Specified Person in the regular course of its business as such Indemnitee may
reasonably request from time to time to enable such Indemnitee to comply with
applicable Tax reporting, audit and litigation requirements; and
	 
	 	(d)	 	if reasonably requested by any Indemnitee, make such information, records and
other documents maintained by Lessee available for inspection by such Indemnitee or its
authorized representatives during Lessee’s normal business hours (or at such other time
as is mutually agreed to by Lessor and Lessee), provided that such inspection shall not
interfere with Lessee’s normal commercial operations or maintenance.





18.9. Payment of Taxes and Indemnities. To the extent required or permitted by applicable
law, Lessee shall pay each Indemnified Tax directly to the proper taxing authority when such
Indemnified Tax is due, unless Lessee has received written notice from Lessor stating that Lessor
or another Indemnitee will pay such Indemnified Tax to the proper taxing authority, in which event
Lessee shall pay to Lessor (or to such other Indemnitee, as the case may be), in immediately
available funds to such bank account as Lessor shall specify in writing, the amount of such
Indemnified Tax not later than the 5th Business Day prior to the date such Indemnified Tax is due.
Any additional amount payable by Lessee directly to an Indemnitee to be paid on an After-Tax Basis
pursuant to Section 18.18 shall be paid together with the payment to which such additional amount
relates. Any indemnity payable by Lessee to an Indemnitee pursuant to



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INDEMNITIES




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Section 18.5(d), 18.6, 18.7, 18.8, 18.10(d) or 18.11 shall be paid within 10 Business Days after
the date on which Lessee receives such Indemnitee’s written demand therefor (which demand shall
include or be accompanied by a description in reasonable detail of the Indemnified Taxes for which
the indemnity payment is being demanded and the calculation of the amount of the indemnity payment
demanded), provided that Lessee shall not be required by this sentence to pay any Indemnified Tax
earlier than the fifth (5th) Business Day prior to the date on which payment of such Indemnified
Tax to the relevant taxing authority is due.




18.10. Tax Contest. If any Indemnitee receives a written claim from any taxing authority
for any Indemnified Tax (a “Tax Claim”), such Indemnitee shall give Lessee written notice
of such Tax Claim within 10 Business Days after the date on which such Indemnitee receives such Tax
Claim. If requested by Lessee in a written notice delivered to such Indemnitee within 30 days after
the date on which such Indemnitee gives the notice required by this Section 18.10 with respect to a
Tax Claim, and if the conditions described in Section 18.8 are satisfied and continue to be
satisfied at all times during the prosecution of the contest, such Indemnitee (i) shall contest
such Tax Claim (or, at the option of such Indemnitee, shall permit Lessee to contest such Tax Claim
in the name of Lessee or in the name of such Indemnitee), in each case at Lessee’s expense, in
accordance with applicable law, and in a manner determined and controlled by the party that is
conducting such contest (for example, by contesting the validity, applicability or amount of the
Indemnified Taxes that are the subject of such Tax Claim by resisting payment of such Indemnified
Taxes, or by not paying such Indemnified Taxes except under protest if protest is necessary and
proper, or by paying such Indemnified Taxes and using reasonable efforts to obtain a refund
thereof), (ii) shall, if requested by Lessee, appeal any adverse administrative or judicial
decision except that no Indemnitee shall be required to pursue any appeal to the United States
Supreme Court, and (iii) shall not settle, concede or compromise such Tax Claim without the prior
written consent of Lessee, provided, that such Indemnitee shall have the right to refuse to begin
or continue (or to permit Lessee to begin or continue) the contest of any or all of the Indemnified
Taxes that are the subject of such Tax Claim if such Indemnitee waives in writing its right under
this Article 18 to be indemnified for the Indemnified Taxes which such Indemnitee declines to
contest (and any other Tax if and to the extent that a successful contest of such other Tax is
precluded because of such Indemnitee’s refusal to begin or continue to contest the Indemnified
Taxes that are the subject of such Tax Claim) and repays to Lessee the amount (if any) which Lessee
previously advanced to such Indemnitee in accordance with clause (d) of this Section 18.10 with
respect to the Indemnified Taxes that such Indemnitee declines to contest. The party conducting the
contest (the “Controlling Party”) shall consult in good faith with the other party (the
“Noncontrolling Party”) and its counsel with respect to the contest of such Tax Claim,
provided that the Controlling Party shall have sole control of the conduct of the contest of such
Tax Claim, subject to such Indemnitee’s right under this Section 18.10 to begin or continue a
contest of such Tax Claim. The Controlling Party will provide the Noncontrolling Party such
information about the progress of the contest as the Noncontrolling Party may reasonably request
and copies of (or appropriate excerpts from) any written communications received by the Controlling
Party from the relevant taxing authority (but only to the extent pertaining to the Taxes that are
the subject of the contest and not to any other Tax) with respect to such Tax Claim or the contest
thereof. The Controlling Party shall be responsible for the selection of counsel, which counsel
must be reasonably satisfactory to the Noncontrolling Party. An Indemnitee shall have no obligation
to begin or continue (or to permit Lessee to begin or continue) to prosecute a contest of any Tax
Claim pursuant to this Section 18.10 unless all of the



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following conditions are satisfied at the time such contest is to be commenced and at all times
during the prosecution of such contest:




	 	(a)	 	no Event of Default shall have occurred and be continuing;
	 
	 	(b)	 	contesting such Tax Claim would not result in any risk of criminal penalty or
any material danger of sale, forfeiture or loss of or the imposition of a Lien on, the
Aircraft, the Airframe, any Engine or any interest therein, unless Lessee shall have
posted a bond or other security satisfactory to Lessor in respect of such risk;
	 
	 	(c)	 	the sum of the Indemnified Taxes that are the subject of such Tax Claim exceeds
$15,000 or, if the Indemnified Taxes that are the subject of such Tax Claim are
recurring Taxes, the sum of the amount of Indemnified Taxes that are the subject of
such Tax Claim plus the aggregate amount of such Indemnified Taxes that would be
required to be paid in all subsequent years during the remainder of the Lease Period if
the Tax Claim is not contested exceeds $25,000;
	 
	 	(d)	 	if such Indemnitee decides to contest such Tax Claim by paying the Indemnified
Taxes that are the subject of such Tax Claim and taking action to obtain a refund
thereof, Lessee shall have made an interest-free advance to such Indemnitee in an
amount equal to the amount of those Indemnified Taxes and shall have delivered to such
Indemnitee a written undertaking to indemnify such Indemnitee and its Affiliates for
any adverse Tax consequences to such Indemnitee or any of its Affiliates resulting from
such interest-free advance;
	 
	 	(e)	 	Lessee shall have agreed in writing to pay, and shall be paying, on demand and
on an After-Tax Basis, all reasonable out-of-pocket costs and expenses paid or incurred
by such Indemnitee in connection with and reasonably allocable to the conduct of such
contest (including, without limitation, reasonable attorneys’ and accountants’ fees and
disbursements);
	 
	 	(f)	 	if requested by such Indemnitee, Lessee shall have delivered to such
Indemnitee, at Lessee’s expense, a written opinion of independent tax counsel which (i)
in the case of a contest which under applicable law may be conducted only in the name
of such Indemnitee, is selected by such Indemnitee and reasonably acceptable to Lessee
or (ii) in the case of a contest which under applicable law may be conducted in the
name of Lessee, selected by Lessee and reasonably acceptable to such Indemnitee, in
each case to the effect that there is a realistic possibility that the contest of such
Tax Claim will be successful if the matter is litigated in a court having jurisdiction
(in accordance with the principles of Formal Opinion No 85-352; of the American Bar
Association Standing Committee on Ethics and Professional Responsibility; and
	 
	 	(g)	 	such Indemnitee shall have received a written confirmation of Lessee that the
Taxes that are the subject of such Tax Claim are Indemnified Taxes, except to the
extent (if any) that the final determination of the contest sets forth a basis for such
Indemnitee’s liability for such Taxes which establishes that such Indemnitee’s





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	 	 	 	liability for such Taxes is due to an act, omission or other event or circumstance
which causes such Taxes to be Excluded Taxes.





If Lessee requests, in accordance with this Section 18.10, that an Indemnitee contest a Tax Claim,
and Lessee satisfies all of the conditions set forth in this Section 18.10 at the time such contest
is to be commenced and, if the contest is commenced, at all times during the prosecution of such
contest, and the Indemnitee that is required by this Section 18.10 to contest such Tax Claim (i)
does not commence a contest of such Tax Claim as required by this Section 18.10 and refuses to
permit Lessee to contest such Tax Claim pursuant to this Section 18.10 or (ii) commences a contest
of such Tax Claim, but ceases to contest such Tax Claim (by concession, settlement, compromise, or
otherwise), in each case without Lessee’s prior written consent, then Lessee shall have no
obligation to indemnify such Indemnitee for (x) the Taxes that are the subject of such Tax Claim or
(y) any other Tax if and to the extent that a successful contest of such other Tax is precluded
because of such Indemnitee’s refusal to begin or continue to contest the Indemnified Taxes that are
the subject of such Tax Claim.



18.11. Reductions and Refunds. If and to the extent that an Indemnitee (i) actually
realizes any reduction in its liability for any Excluded Tax (a “Tax Saving”), as a result
of any deduction, Tax credit or other Tax benefit for any Indemnified Tax which Lessee has paid or
for which Lessee has paid an indemnity to such Indemnitee pursuant to Section 18.5 or (ii) actually
receives a refund (a “Refund”) of any Indemnified Tax paid by Lessee or for which Lessee
has paid an indemnity to such Indemnitee pursuant to Article 18 or if an amount that otherwise
would have been a refund was used to offset another liability of such Indemnitee not indemnified by
Lessee hereunder (an “Applied Amount”), (provided that each Indemnitee has absolute
discretion in arranging its Tax affairs and preparing its Tax returns and is not required by
Article 18 to give any deduction, credit or other Tax benefit any priority over any other
deduction, credit or other Tax benefit), then at such time as there shall be no continuing Event of
Default, such Indemnitee shall pay to Lessee an amount equal to the amount of such Tax Saving or
Refund or Applied Amount (as the case may be) including interest received or credited and
attributable thereto plus any net Tax benefit (or minus any net Tax detriment) realized by such
Indemnitee as a result of such Tax Saving, Refund (or Applied Amount) received, and payment made,
by such Indemnitee pursuant to this sentence, provided that the Indemnitee shall not be obligated
to pay any amount under this sentence to the extent that such amount (other than that portion
attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by Lessee
to such Indemnitee plus any other payment in respect of such Taxes paid, reimbursed or advanced by
Lessee, and provided further that such Indemnitee shall not thereby be in a less favorable position
than it would have been in if the Indemnified Tax had not been required to be paid. A written
statement of such Indemnitee as to the availability and/or amount of such Tax Saving or Refund
shall be subject to verification in accordance with Section 18.7 hereof. Any additional Tax
(including an Excluded Tax) that is imposed on an Indemnitee as a result of the disallowance, loss,
unavailability, recapture, or reduction of any Tax Saving or Refund for which any Indemnitee made a
payment to Lessee pursuant to this Section 18.11 shall be treated as an Indemnified Tax for which
Lessee is required to indemnify such Indemnitee pursuant to Sections 18.5 and 18.6, without regard
to the proviso in Section 18.6 and without regard to Section 18.10(a)-(b).



18.12. Withholding Tax Exemption Certificates. Each Indemnitee will deliver to Lessee, as
soon as reasonably practicable after receipt of Lessee’s written request therefor (accompanied by a



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copy of each requested document, any published instructions for such document, and an English
translation of each such document and instruction that is not in English), such forms,
certifications and other documents as may be required by applicable law to permit Lessee to make
any payment to or for the account of such Indemnitee pursuant to this Lease without withholding (or
withholding at a reduced rate, as the case may be) any withholding Tax that Lessee would be
required by any applicable law to withhold in the absence of such document; provided, however, that
in the case of any such document that must be executed or endorsed by any governmental authority or
other taxing authority, the failure of such Indemnitee or Lessee to receive such document from such
governmental authority or other taxing authority within a reasonable time shall not be deemed to be
a failure to comply with this Section 18.12 so long as such Indemnitee is using commercially
reasonable efforts to obtain such document, and provided, further, that no Indemnitee shall have
any obligation to deliver any document which such Indemnitee would (but for this proviso) be
required to deliver to Lessee if such Indemnitee determines in good faith, but in its sole
discretion, that delivering such document would result in a risk that any Indemnitee would incur a
liability, loss, cost or expense for which Lessee is not required by any Lessee’s Document to
indemnify such Indemnitee.




18.13. VAT. All amounts payable by Lessee pursuant to this Lease or any other Lessee’s
Document are exclusive of any Tax that is, or is in the nature of, a value added, turnover, sales,
use, rental, leasing, services, goods and services, consumption, or transaction privilege Tax
(“VAT”). Lessor and Lessee acknowledge and agree that any VAT that is required by any
applicable law to be paid with respect to any of the transactions, activities or payments by Lessee
or any Specified Person contemplated in any of the Operative Documents is a Tax to which the
provisions of this Article 18 apply.



18.14. Indemnitee Return. No Indemnitee shall have any obligation to make available,
disclose or deliver to Lessee or (except to the extent expressly provided in Section 18.17) any
other person (i) any return, report, declaration or other document or information relating solely
to one or more Excluded Taxes or (ii) in the case of any return, report, declaration or other
document or information that relates to one or more Excluded Taxes and to one or more Indemnified
Taxes, the portion of such return, report, declaration or other document or information that
relates to Excluded Taxes.



18.15. True Lease. Lessor and Lessee acknowledge and agree that this Lease and the Lease
Supplement, together, transfer, to Lessee with respect to the Aircraft a leasehold interest only
and that Lessor is the owner and lessor of the Aircraft, and Lessee is the lessee of the Aircraft,
for all purposes, including for purposes of the application of all relevant laws, regulations,
rules, administrative practices and policies, and all relevant financial accounting principles.



18.16. Survival; Continuation of Indemnities. The respective rights and obligations of
Lessee and each Indemnitee under this Article 18 and each other indemnification provision in this
Agreement shall remain in full force and effect as and to the extent provided in this Article 18
and such other indemnification provision, notwithstanding the expiration or earlier cancellation or
termination of this Agreement, the other Lessee’s Documents and/or the leasing of the Aircraft or
any part thereof hereunder for any reason whatsoever, and notwithstanding cessation of business of
such Indemnitee or Lessee, dissolution of such Indemnitee or Lessee, any change in the constitution
of such Indemnitee or Lessee, any transfer or assignment by an Indemnitee of



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its rights in the Aircraft or its interest hereunder subject to the terms of Section 19.2, or any
other fact, event or circumstance of any kind whatsoever, whether similar to any of the foregoing
or not.




18.17. Computations. The results of all computations by an Indemnitee required pursuant to
Article 18 together with a statement describing in reasonable detail the manner in which such
computations were made shall be delivered to Lessee in writing. At Lessee’s request, the amount of
any such computation or indemnity payment by Lessee pursuant to this Article 18, or any payment by
an Indemnitee to Lessee pursuant to this Article 18, shall be verified by an accounting firm
jointly selected by the relevant Indemnitee and Lessee, provided that if Lessee and the Indemnitee
are unable to agree on an accounting firm within 10 Business Days after the Indemnitee receives
Lessee’s request, each of Lessee and the Indemnitee shall select an accounting firm, and the two
accounting firms so selected shall select a third accounting firm, which shall review the
Indemnitee’s computations in accordance with this Section 18.17. Lessee shall pay the fees and
expenses of the accounting firm unless the accounting firm determines that (i) the Indemnitee’s
computations are incorrect, (ii) the Indemnitee’s error favors the Indemnitee, and (iii) the
Indemnitee’s error exceeds the greater of (A) 10% of the amount calculated by the Indemnitee or (B)
$25,000, in which case the Indemnitee shall pay the fees and expenses of the accounting firm. The
sole responsibility of the accounting firm shall be to review, and either confirm or correct, the
Indemnitee’s computations, and not to interpret any provision of the Lease. The accounting firm
shall be requested to complete its review and determination within 30 days. If Lessee or an
Indemnitee pays an indemnity or other payment pursuant to this Article 18 that is the subject of
Indemnitee computations being reviewed by an accounting firm pursuant to this Section 18.17 before
the accounting firm has delivered its determination to Lessee and such Indemnitee, and if the
accounting firm determines that the correct amount of the indemnity or other payment differs from
the amount calculated by such Indemnitee, then promptly after Lessee and such Indemnitee receive
the accounting firm’s determination, Lessee shall pay to such Indemnitee, or such Indemnitee shall
pay to Lessee (as the case may be), the amount of that difference plus interest thereon at the
Federal Funds Rate (as defined in this Section 18.17) from (and including) the date on which Lessee
paid such indemnity or the Indemnitee paid such other amount (as the case may be) to (but
excluding) the date on which the amount of such difference is paid. Each Indemnitee and Lessee
shall provide such accounting firm with such information as is reasonably requested by such
accounting firm and reasonably necessary to enable such accounting firm to make the requested
review, provided that if any such information provided by Lessee or an Indemnitee is contained in
tax returns or other documents involving matters unrelated to the Lease or is otherwise
confidential information, such information shall be provided to the accounting firm solely for the
purpose of permitting the accounting firm to render its opinion or report to Lessee and the
Indemnitee regarding the Indemnitee’s computations without disclosure of the confidential
information to any other person, and the accounting firm shall confirm in writing that it will not
use such information for any other purpose or disclose such information to any other person. The
determination of the accounting firm shall be final, binding and conclusive on Lessee and the
Indemnitee. For the purpose of this Section 18.17, “Federal Funds Rate” shall mean, for any
day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) equal to the sum
of (x) 0.50% plus (y) the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on such day, as
published in Federal Reserve Statistical Release H.15 (519) (or any successor publication),
provided that (A) if the



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day for which such rate is to be determined is not a New York Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding New York Business Day,
and (B) if such rate is not so published for any day, the Federal Funds Rate for such day shall be
the Federal Funds Rate for the immediately preceding day.




18.18. Payments on After-Tax Basis. Each payment and indemnity made by Lessee to an
Indemnitee under this Article 18 shall be made on an After-Tax Basis.



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ARTICLE 19. FURTHER PROVISIONS




19.1. Nature of Lessee’s Obligations. All obligations of Lessee under this Agreement shall
constitute conditions, and the time for the performance of such conditions shall be of the essence
(without prejudice to the grace periods specified in Section 15.1).



19.2. Assignment by Lessor. Lessor may at its own expense assign or transfer all or any
part of its rights and obligations under this Agreement and any other Operative Document to any
other person without the consent of Lessee; provided that, unless consented to by Lessee which
consent shall not be unreasonably withheld:




	 	(a)	 	such assignment or transfer to a person (other than a Lender) will not result
in a material change in the terms of this Agreement or increase Lessee’s obligations
hereunder (except to the extent that Lessee’s obligations under Articles 18 and 16 may
differ from those that would have resulted had no such assignment or transfer
occurred); and
	 
	 	(b)	 	such transferee or Affiliate of transferee will not be a competitor of Lessee;
and
	 
	 	(c)	 	such transferee shall have a combined capital and surplus or net worth of no
less than US$10,000,000, or, at Lessor’s or such transferee’s option, in lieu of
meeting such net worth requirement, shall provide Lessee with a guaranty from an
Affiliate or parent company of such transferee, which does meet the previously stated
net worth requirement, provided, however, that such transferee net
worth or guaranty requirement shall be waived in its entirety so long as such
transferee is an Affiliate of Lessor.





Lessee shall upon request from Lessor and at the expense of Lessor cooperate in effecting any
assignment or transfer referred to in this Section 19.2 and will execute any agreements or other
instruments (including, without limitation, any supplement or amendment to this Agreement) that may
be required in order to give effect to or perfect any such assignment or transfer and if the
transfer involves the assumption by the transferee of any of Lessor’s obligations under the
Lessee’s Documents, to release Lessor from the obligations so assumed and will execute such
certificates and provide such legal opinions as shall be reasonably requested by Lessor in
connection therewith. Subject to mutual agreement between the parties as to schedule, Lessee will,
consistent with its operational requirements, make the Aircraft and the Technical Records available
for inspection by any potential transferee or assignee of Lessor.



19.3. Assignment by Lessee. No assignment, transfer or charge may be made by Lessee of all
or any of its rights in respect of the Aircraft or this Agreement.



19.4. Further Assurances. Lessee agrees from time to time to promptly do and perform such
other and further acts and promptly execute and deliver any and all such other instruments as may
be required by law or reasonably requested by Lessor to establish, maintain and protect the
interests, rights and remedies of Lessor and any Lender under the Operative Documents and to carry
out and effect the intent and purpose of the Operative Documents, including without limitation, the
recordation of this Agreement and the Lease Supplement with the Aviation Authority, and, if
requested by Lessor and at Lessee’s expense, the execution and delivery of


ARTICLE 19

FURTHER PROVISIONS




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supplements or amendments hereto subjecting to this Agreement any replacement Engine or Propeller
in accordance with the laws of any appropriate jurisdiction. Without limiting the foregoing, Lessee
shall do or cause to be done, at Lessee’s cost and expense, any and all acts and things which may
be required under the terms of either Mortgage Convention to perfect and preserve the title and
interest of Lessor in the Aircraft within the jurisdiction of any signatory which has ratified such
Mortgage Convention if such jurisdiction is in the territory in which Lessee does or is reasonably
likely to operate the Aircraft, as Lessor may reasonably request. Lessor shall reimburse Lessee for
all reasonable out-of-pocket expenses incurred in connection with any action taken at Lessor’s
request with respect to establishing, maintaining and protecting the rights and remedies of Lessor
and any Lender under any Operative Document other than a Lessee’s Document; provided that, to the
extent such expenses are increased as a result of the existence of a sublease agreement, Lessor
shall not be obligated to reimburse Lessee for such increase in expense.




19.5. Rights Cumulative. The rights of both parties under this Agreement are cumulative,
may be exercised as often as the relevant party considers appropriate and are in addition to its
rights under the general law. The rights of both parties against the other or in relation to the
Aircraft (whether arising under this Agreement or the general law) shall not be capable of being
waived or varied otherwise than by an express waiver or variation in writing, and, in particular,
any failure to exercise or any delay in exercising any such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial exercise of any of such rights
shall not preclude any other or further exercise of that or any other such right, and no act or
course of conduct or negotiation on the part of such party or on its behalf shall in any way
preclude it from exercising any such right or constitute a suspension or any variation of any such
right.



19.6. Delegation. Upon providing written notice to Lessee, Lessor may delegate to any
person or persons all or any of the rights, powers or discretions vested in it by this Agreement
and any such delegation may be made upon such terms and conditions as Lessor in its absolute
discretion thinks fit.



19.7. Lessor’s Payment Obligations. Any obligation of Lessor under this Agreement to pay or
release any amount to Lessee shall be conditioned upon there being no Event of Default that has
occurred and is continuing.



19.8. Applications of Moneys. If any sum paid or recovered in respect of the liabilities of
Lessee under this Agreement is less than the amount then due, Lessor may apply such sum to Basic
Rent, interest, fees or any other amount due under this Agreement in such proportions and order and
generally in such manner as Lessor shall determine.



19.9. Language. All documents delivered to Lessor or required to be delivered pursuant to
this Agreement shall be in English, or if not in English, will be accompanied by a certified
English translation. If there is any inconsistency between the English version of this Agreement or
any document delivered hereunder and any other version in any other language, the English version
will prevail.



ARTICLE 19

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19.10. Notices. Any notice or communication under or in connection with this Agreement
shall be in English and in writing and shall be delivered personally or sent by facsimile
transmission (confirmed, orally or in writing, as received by the recipient) or sent by certified,
registered or express mail, postage prepaid to the respective addresses or facsimile numbers given
below or such other address or facsimile number as the recipient may have notified to the sender in
writing. Notices or communications shall be deemed received (i) in the case of a facsimile, on the
Business Day immediately following the date of dispatch and (ii) in the case of certified,
registered or express mail, on the date received. Notices shall be sent to:



	 	 	 	 	 	 	 
	 	 	Lessor at:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	MESA AIRLINES, INC.
	 	 	 	 	410 N. 44th Street, Ste 700
	 	 	 	 	Phoenix, AZ 85008
	 
	 	 	 	 	 	 
	 

	 	 	 	Telephone:
	 	(602) 685-4000
	 

	 	 	 	Facsimile:
	 	(602) 685-4352
	 

	 	 	 	Attention:
	 	Vice President & General Counsel






	 	 	 	 	 	 	 
	 	 	With a copy to:	 	MESA AIRLINES, INC.
	 	 	 	 	410 N. 44th Street, Ste 700
	 	 	 	 	Phoenix, AZ 85008
	 
	 	 	 	 	 	 
	 

	 	 	 	Telephone:
	 	(602) 685-4000
	 

	 	 	 	Facsimile:
	 	(602) 685-4350
	 

	 	 	 	Attention:
	 	Vice President of Finance






	 	 	 	 	 	 	 
	 	 	Lessee at:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	GULFSTREAM INTERNATIONAL AIRLINES, INC.
	 	 	 	 	1815 Griffin Road
	 	 	 	 	Dania, FL 33004
	 

	 	 	 	Telephone:
	 	(954) 266-3000
	 

	 	 	 	Facsimile:
	 	(954) 266-3030
	 

	 	 	 	Attention:
	 	David Hackett






19.11. Invalidity of any Provision. If any of the provision of this Agreement becomes
invalid, illegal or unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.



19.12. Lessor’s Right to Remedy. Upon an Event of Default (or in the event Lessee fails to
pay any Basic Rent, Supplemental Rent or fails to maintain any insurance coverages required by this
Agreement and in each such case, an Event of Default has not yet occurred), Lessor may, without
being in any way obliged to do so or responsible for so doing and without prejudice to the ability
of Lessor to treat such failure as an Event of Default, effect compliance on behalf of Lessee,
whereupon Lessee shall indemnify Lessor in respect of any amount thereby expended by Lessor,
together with all costs and expenses (including legal costs) in connection therewith.



ARTICLE 19

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19.13. Entire Agreement. Lessee’s Documents constitute the entire agreement between the
parties hereto in relation to the leasing of the Aircraft by Lessor to Lessee, and supersede all
previous proposals, agreements and other written and oral communications in relation thereto.



19.14. Governing Law. THIS AGREEMENT, REGARDLESS OF WHERE EXECUTED, SHALL BE SUBJECT TO,
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF JURISDICTION, INCLUDING,
WITHOUT LIMITATION, THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF (WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION). THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL
SALE OF GOODS IS EXPRESSLY EXCLUDED.



19.15. Submission to Jurisdiction. Both parties:




	 	(a)	 	agree that the courts of the State of Jurisdiction and the federal district
court for the District of Arizona are to have jurisdiction to settle any disputes that
may arise in connection with the legal relationships established by this Agreement
(including, without limitation, claims for set-off or counterclaim) and any other
Lessee’s Document or otherwise arising in connection with this Agreement and any other
Lessee’s Document;
	 
	 	(b)	 	irrevocably and unconditionally submit to the jurisdiction of the above-named
courts; provided however, the submission to such jurisdiction shall not
(and shall not be construed so as to) limit the rights of any party to take proceedings
against any other party in any other court of competent jurisdiction, nor shall the
taking of proceedings in any one or more jurisdictions preclude the taking of
proceedings in any other jurisdiction, whether concurrently or not;
	 
	 	(c)	 	irrevocably waive any objections to the courts referenced in Section 19.15(a)
on the ground of venue or forum non conveniens or any similar grounds;
	 
	 	(d)	 	irrevocably consent to service of process by mail or in any other manner
permitted by the relevant law; and
	 
	 	(e)	 	agree not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, the defense of sovereign immunity, any claim that it is not
personally subject to the jurisdiction of the above-named courts by reason of sovereign
immunity or otherwise or that it is immune from any legal process (whether thorough
service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself of its property, or any objection on the
grounds of venue or forum non conveniens or any similar grounds.





19.16. Waiver of Immunity. To the extent that Lessee may in any jurisdiction in which
proceedings may at any time be taken for the determination of any question arising under or for the
enforcement of this Lease (including any interlocutory proceedings or the execution of any judgment
or award arising therefrom) be entitled to claim or otherwise be accorded for itself or



ARTICLE 19

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its property, assets or revenues immunity from suit or attachment (whether in aid of execution,
before judgment or otherwise) or other legal process, and to the extent that in any such
jurisdiction, there may be attributed to Lessee, or its property, assets or revenues such immunity
(whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to
the fullest extent permitted by the law of such jurisdiction.




19.17. Brokers. Each party agrees to indemnify and hold the other harmless from and against
any and all claims, suits, damages, costs and expenses (including, but not limited to reasonable
attorneys’ fees and disbursements) asserted by any agent, broker or other third party for any
commission or compensation of any nature whatsoever based upon the leasing of the Aircraft
hereunder, if such claim, damage, cost or expense arises out of any action or alleged action by the
indemnifying party, its employees or agents.



19.18. Transaction Costs. Whether or not the transactions contemplated hereby are
consummated, each party hereto agrees to pay its own costs and expenses incurred in connection with
the preparation, execution and delivery of this Agreement and any other documents delivered in
connection herewith, including without limitation the fees, expenses and disbursements of counsel,
except as otherwise expressly set forth herein. Lessee shall be solely responsible for all costs,
including attorneys’ fees and disbursements, incurred in registering the Aircraft and an executed
counterpart of this Lease and the Lease Supplement in the State of Registration and any other
necessary jurisdiction. Each of Lessor and Lessee agrees to pay the reasonable costs and expenses
(including attorneys’ fees and disbursements) of the other party incurred in connection with the
entering into or giving or withholding of any future waiver, supplement or amendment or other
action with respect to the Lease or any other document delivered in connection therewith that it
may request, except in the case of an Event of Default in which case all of such costs shall be at
the expense of Lessee.



19.19. Lease Supplement and Confidentiality. The terms of the attached form of Lease
Supplement are incorporated herein by reference. To the extent permitted by the law of the State of
Registration and provided such would not adversely affect Lessor’s interest in the Aircraft or this
Agreement, Exhibit A and Exhibit D to this Agreement shall be removed from any copy of this
Agreement or the Lease Supplement that is filed or registered with the Aviation Authority or any
other governmental entity in the State of Registration if such filing or registration would make
the information contained therein available to the public. If the information contained in this
Agreement or in such Exhibit A or Exhibit D is not so filed or registered or if the contents of
this Agreement or the Lease Supplement are filed or registered but are not available to the public,
then the terms and conditions contained therein (the “Confidential Terms”) shall remain
confidential and the parties hereto will use their respective reasonable efforts not to disclose
the Confidential Terms to any other person without prior written consent of the other party, which
consent shall not be unreasonably withheld or delayed; provided, that Lessor and Lessee may,
without the consent of each other party, disclose the Confidential Terms to (i) to directors,
officers, employees, permitted assigns, agents, auditors, accountants or legal advisors of Lessor,
Lessee, Guarantor or any Affiliate of Lessor, Lessee or Guarantor, (ii) actual or potential
Lenders, purchasers or other permitted assigns of Lessor or (iii) such other persons as Lessor,
Lessee or Guarantor may reasonably believe to be required by law, by government regulation or order
(including, without limitation any regulation or order of a bank regulatory agency), by subpoena or
by any other legal process.



ARTICLE 19

FURTHER PROVISIONS




-75-









 








19.20. Counterparts. This Agreement may be executed in counterparts, each of which will
constitute one and the same document.



19.21. True Lease Under Federal Aviation Act. It is the intent of the parties to this
Agreement that it will be a true lease and not a “conditional sale” as defined in Section 11301 of
Title 49 of the United States Code and that Lessor shall at all times be considered to be owner of
the Aircraft which is the subject of this Agreement for the purposes of Section 11301 of Title 49
of the United States Code and for all Federal, state, city and local income taxes or for franchise
taxes measured by net income, and that this Agreement conveys to Lessee no right, title or interest
in the Aircraft except as a lessee.



[SIGNATURE PAGE FOLLOWS]




ARTICLE 19

FURTHER PROVISIONS





-76-









 








     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Aircraft Lease Agreement as of the date first above written.



	 	 	 	 	 	 	 
	 	 	GULFSTREAM INTERNATIONAL AIRLINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David F. Hackett
 

David F. Hackett
	 	 
	 

	 	Title:
	 	     President	 	 
	 
	 	 	 	 	 	 
	 	 	MESA AIR GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ George Murnane III
 

Georg Murnane III
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 






SIGNATURE PAGE

AIRCRAFT LEASE AGREEMENT / MSN UE218 / N218LR




 









 





EXHIBIT A




FINANCIAL INFORMATION




[The contents of this Exhibit will be omitted for FAA filing purposes]




[*]



EXHIBIT A

FINANCIAL INFORMATION




A-1









 








SCHEDULE A-1




ENGINE MAINTENANCE REQUIREMENTS



The Operator shall operate and maintain the Engines and components in accordance with the
Aircraft Flight Manual, Pilot’s Operating Handbook, the applicable Engine Maintenance
Manual, recommended Service Bulletins, the Terms and Conditions of this Agreement, and any
other instructions and recommendations issued by Pratt & Whitney, the local airworthiness
authority, or the aircraft manufacturer. In addition, the Operator will incorporate the
following recommended Scheduled Maintenance Tasks and Maintenance Tasks from the applicable
Engine Maintenance Manual into his Regulated Airworthiness Maintenance Program.



Note 1: The tasks and intervals below may be supplemented, adjusted, or removed based on
experience, Maintenance Manual Revisions or on review of Engine samples based upon mutual
agreement and subject to FAA approval.



Engine Model: PT6A-67D



	 	 	 	 	 
	 	 	TASKS 	 	INTERVAL
	 

	 	GENERAL	 	 
	 
	 	 	 	 
	1

	 	Overhaul – Gas Generator
	 	12,500 hrs
	 

	 	Overhaul – Power Section
	 	10,000 hrs
	 
	 	 	 	 
	2

	 	Hot Section Inspection Interval
	 	8000 cycles (LCF CT Disk)






	 	 	 	 	 
	 	 	FUEL SYSTEM	 	 
	1

	 	Fuel nozzle inspection*
	 	600 hrs
	2

	 	Fuel pump filters replacement
	 	600 hrs
	3

	 	Clean gas generator. Case drain valves
	 	At fuel nozzle inspection







	•	 	Pratt & Whitney/Lessor reserves the right to adjust this interval should hot
section condition trends show evidence that the fuel nozzles and flow divider have been
run beyond the optimum removal interval.





EXHIBIT A

FINANCIAL INFORMATION





A-2









 








	 	 	 	 	 
	 	 	BOROSCOPE INSPECTION (by qualified	 	 
	 	 	personnel)	 	 
	1

	 	Hot section (CC Liner, CT Stator
Assembly, CT Blades and Shroud
Segments)
	 	At fuel nozzle inspection
	2

	 	Compressor inlet
	 	At fuel nozzle inspection
	3

	 	Oil, scavenge pump, Inlet screen
	 	Hot/humid condition: 200 hrs

Others: 1000 hrs






	 	 	 	 	 
	 	 	ECTMTM (Ref. ECTMTM Analytical Guide)	 	 
	1

	 	ECTM TM (latest version)
	 	Daily data collection
	2

	 	Trend alert
	 	? ITT = 15°C, ? Ng – 1% (? : Delta)
	3

	 	Data input & analysis
	 	Done by qualified personnel weekly
	4

	 	Maintenance actions recorded on ECTM® data
	 	When applicable
	5

	 	Forward all data to DAC
	 	As requested
	6

	 	ADAS download to Turbine Tracker
	 	Weekly






	 	 	 	 	 
	 	 	PROPELLER	 	 
	1

	 	Dynamic balance
	 	1000 hrs max
	2

	 	Check primary blade angle
	 	1000 hrs max
	3

	 	Inspect slip rings & brush block assembly, clean as
necessary, inspect de-icing leads and de-icing mats
	 	200 hrs. max





	 	 	 	 	 
	 	 	CLEANING	 	 
	1

	 	Compressor/turbine desalination wash
	 	200 hours
	a

	 	Continuous salt laden environment	 	 
	2

	 	Engine external wash
	 	200 hours
	3

	 	Performance recovery wash (cleaning

agent)
	 	1000 and if trend dictates






	 	 	 	 	 
	 	 	IGNITION	 	 
	1

	 	Inspect igniters and exciter box
	 	200 hrs max
	2

	 	Replace igniters
	 	On condition
	3

	 	Visual inspection of ignition cables
	 	When igniters are replaced





EXHIBIT A

FINANCIAL INFORMATION








A-3









 








	 	 	 	 	 
	 	 	AIR	 	 
	1

	 	Bleed valve operational check
	 	1000 hrs max and if trend dictates
	2

	 	P3 filter check
	 	400 hrs max
	3

	 	P3 filter replacement
	 	1000 hrs max






	 	 	 	 	 
	 	 	INDICATION	 	 
	1

	 	ITT and Torque calibration
	 	1000 hrs max and if trend dictates
	2

	 	ADAS calibration check
	 	1000 hrs






	 	 	 	 	 
	 	 	OIL	 	 
	1

	 	Main oil filter inspection/cleaning
	 	200 hrs max
	2

	 	Main oil filter replacement
	 	1200 hrs max
	3

	 	Oil filter patch check
	 	As requested by Pratt & Whitney
	4

	 	Chip detector – open circuit check
	 	100 hrs max
	5

	 	Chip detector – continuity check

(including wiring harness/terminals if fitted)
	 	600 hrs max





	 	 	 	 	 
	 	 	OPERATIONAL GUIDELINES	 	 
	1

	 	Use of MTOP (Maximum Take-Off Power)
	 	Not to be used unless required
	2

	 	Reduced Take-off, climb and cruise power
	 	Recommended unless conditions
dictate otherwise
	3

	 	Reverse propeller operation
	 	Not recommended unless situation
dictates otherwise. Disking (flat
pitch) is recommended to minimize FOD.
	4

	 	Inertial separator
	 	Recommended for ground operations to
minimize FOD except for high power
ground performance check
	5

	 	Deep cycling battery program
	 	Per OEM recommendations. N/A for
Lead-Acid batteries
	6

	 	Starting
	 	GPU is recommended, if not available,
use cross-operation starting procedure.
Fuel ON between Ng of 12% and 19%
	7

	 	Engine cool down
	 	30 sec. at Ground Idle prior to shutdown






EXHIBIT A

FINANCIAL INFORMATION




A-4









 





SCHEDULE A-2




MESA AIRLINES, Inc.

410 N. 44th Street, Ste 700

Phoenix, AZ 85008

(602) 685-4000

(602) 685-4352 (Fax)




	 	 	 
	Engine Lease Agreement No.

	 	Dated:
	 
	 	 
	BETWEEN:

	 	AND:






	 	 	 
	Mesa Airlines, Inc.

	 	Gulfstream International Airlines, Inc.
	410 N. 44th Street, Ste 700

	 	1815 Griffin Road
	Phoenix, AZ 85008

	 	Dania, FL 33004
	 
	 	 
	Contact:

	 	Contact: Dave Hackett
	Tel No. (602) 685-4000

	 	Tel No. (954) 266-3000
	Fax No. (602) 685-4352

	 	Fax No. (954) 266-3030
	 
	 	 
	Hereinafter called “Mesa”

	 	Hereinafter called the “Customer”






WHEREAS:




	 	A.	 	Customer wishes to lease and operate a Mesa Airlines, Inc. (“Mesa”) engine for
a limited period of time, as defined herein;
	 
	 	B.	 	As applicable, Customer wishes to lease and operate an engine until completion
of the overhaul and/or repair of its Engine;
	 
	 	C.	 	Mesa has agreed to lease to Customer, and Customer has accepted, the Leased
Engine described below subject to all the terms and conditions contained in this Lease
Agreement.





EXHIBIT A

FINANCIAL INFORMATION





A-5









 








THE PARTIES AGREE AS FOLLOWS:



	 	 	 	 	 	 	 	 	 
	Description of Engine(s)	 	Rental Fees
	 
	Leased Engine Model
including accessories and
line replaceable units
(LRUs)	 	US$ [*] per operating hour

US$ [*] late return or Engine on hold charge per day
	 
	 	 	 	 	 	 	 	 
	Serial No:
	 	 	 	 	 	 	 	 
	 

	 	Special Rate applicable:
	 	          No	 	 	 	 
	Replacement value: US$                    


	 	 	 	           Yes
	 	          
	 	ESP
	 

	 	 	 	 	 	          	 	 
	“Leased Engine”

	 	FMPTM	 	 	 	 	 	 
	Customer’s Engine received for repair and/or
overhaul by Mesa or one of its affiliates:

	 	Warranty

	 	 	 	          
          
	 	
Other
	 
	 	 	 	 	 	 	 	 
	           - Yes                              - no

	 	
Please specify:
	Engine Serial No:	 	US$                     SPECIAL RATE
	(“Customer’s Engine”)	 	Estimate flight hours on a monthly basis:






TERMS AND CONDITION OF LEASING




1. Definitions: As used herein,





	 	(i)	 	“Agreement” means this Lease Agreement;
	 
	 	(ii)	 	“TBO” means time between overhaul, representing the maximum number of hours an
engine may operate being overhauled, as determined by Customer and the applicable
airworthiness authorities;
	 
	 	(iii)	 	“HSI” means hot section inspection, the removal and inspection of an engine’s
combustion and turbine sections components, and the repair or replacement of
deteriorated components in compliance with the applicable engine maintenance manual;
	 
	 	(iv)	 	“LRU” means Line Replacement Unit, a component which may normally be removed
and replaced with the Engine installed in the aircraft, and as part of normal flight
line maintenance activities.





2. Term:




This Agreement starts on delivery of the Lease Engine to Customer and shall automatically
expire thirty (30) days following a written notice to such effect by Mesa to Customer.



EXHIBIT A

FINANCIAL INFORMATION





A-6









 








3. Delivery:





	 	3.1	 	For deliveries from Mesa to Customer, Mesa shall deliver the Lease Engine to
Customer (Incoterms 2000), DDP (Delivery Duty Paid) Customer’s Facility, and risk of
damage or loss shall pass to Customer at that time.
	 
	 	3.2	 	For deliveries from Customer to Mesa or Pratt & Whitney Canada Leasing, Inc.’s
(“P&WC”) facility in Canada, as directed by Mesa, Customer shall return Leased Engine
to such location (Incoterms 2000), DDU (Delivery Duty Unpaid) Mesa or P&WC’s facility.
P&WC will handle the required import procedures and any cost related thereto for the
returned Leased Engine entering Canada.
	 
	 	3.3	 	For deliveries from Customer to a P&WC facility in the U.S, the Customer shall
return Leased Engine to P&WC (Incoterms 2000), DDU (Delivery Duty Unpaid) P&WC
facility.





Mesa shall be responsible for any and all costs of insurance associated with the transportation of
the Leased Engine from Mesa’s facility to Customer’s facility. Customer shall be responsible for
any and all costs of insurance associated with the return transportation of the Leased Engine from
Customer’s facility to P&WC’s facility.



4. Fees:





Customer shall pay rental fees in accordance with the Maintenance Reserve Charges Rate in
effect from time-to-time in the Aircraft Lease Agreement entered into by Customer and Mesa.



5. Operating Conditions and Requirements:




During the term of this Agreement, Customer covenants and agrees that it shall:




	 	(i)	 	use the Leased Engine only in regular commercial, corporate
service and in compliance with applicable P&WC engine maintenance manuals and
operating instructions;
	 
	 	(ii)	 	operate the Leased Engine in accordance with the applicable
provisions of the Pratt & Whitney Agreement;
	 
	 	(iii)	 	carry out regular maintenance and checks on the Leased Engine,
b) maintain records of maintenance and performance in accordance with P&WC
engine maintenance manuals and written instructions, c) provide Mesa with a
monthly report of hours recorded in accordance with local airworthiness
authority requirements not later than the tenth (10th) day of the following
month and any other information reasonably required by Mesa and d) permit Mesa
to inspect the Leased Engine at any time on reasonable notice;
	 
	 	(iv)	 	obtain the approval of Mesa before making any repairs to the
Leased Engine;





EXHIBIT A

FINANCIAL INFORMATION





A-7









 









	 	(v)	 	perform an engine installed performance check and data speed
check, as outlined in the aircraft maintenance manual, on installation and
removal of the Leased Engine;
	 
	 	(vi)	 	maintain and make available to Mesa, upon request, records of
inspections performed, Leased Engine discrepancies and work carried out in the
form of engine or accessory changes to the Leased Engine while in use, or
possession of the Customer, including part numbers, serial numbers and time
since overhaul;
	 
	 	(vii)	 	prior to the return of the Leased Engine to Mesa or P&WC, as
the case may be, at its own expense, a) conduct a post-use inspection of the
Leased Engine, b) ensure that the Leased Engine (including the accessories and
LRUs) are returned in good working condition, and c) provide FAA and other
applicable regulatory certificates of serviceability in accordance with P&WC’s
designation. In the event Customer does not provide Mesa with the certification
as required, Mesa shall obtain such certification accomplished after return of
the Leased Engine (including accessories and LRUs) to Mesa at Customer’s
expense.






Failure to comply with any of these requirements may result in additional charges to
the Customer. In addition, unauthorized repairs will be at Customer’s sole cost and
expense.



6. Return of the Leased Engine:




Customer shall return the Leased Engine:




	 	(i)	 	in accordance with Mesa’s written instructions, a) as
applicable, within ten (10) days from the re-delivery or notification of
completion of Customer’s Engine along with return instructions, whichever
occurs first, and b) at the expiration of this Agreement;
	 
	 	(ii)	 	in substantially the same condition as when supplied by Mesa to
the Customer, with all accessories, LRUs and other supplies, if applicable,
normal wear and tear resulting from operation in accordance with the terms set
forth herein excluded;
	 
	 	(iii)	 	provide Mesa with a complete list of all Flight Log or
Technical Log entries against the Lease Engine together with full particulars
of the corrective maintenance action taken.






The late return charge shall become applicable in the event Customer fails to return
the Leased Engine to Mesa within this ten (10) days period, and shall remain
applicable until such time the Leased Engine is received by Mesa or its designee.




In addition to Mesa’s other rights and remedies at law, in the event Customer fails
to return the Leased Engine in accordance with the terms of this Agreement, Customer
hereby grants Mesa the right to enter into its premises during business



EXHIBIT A

FINANCIAL INFORMATION





A-8









 









hours, or to secure such right if the premises are not Customer’s, to recover such
Engine.



7. Customer’s Deposit:




(Intentionally left blank)



8. Damage:




	 	8.1	 	In the event of damage, Customer shall promptly inform Mesa, Mesa shall provide
Customer with instructions as to engine disposition.






	 	8.2	 	Subject to Articles 9 and 11, Customer shall be responsible for all loss or
damage to the Leased Engine, however caused, and shall reimburse Mesa for the cost of
replacement or repair up to the full Leased Engine replacement value.






	 	8.3	 	At Mesa’s option, Mesa may supply a replacement engine to Customer, on terms
and conditions to be agreed upon by the parties.





9. Insurance:




Customer shall a) carry and maintain the following insurance, and b) provide Mesa with a
certificate of insurance evidencing the following:




Insurance Coverage




Aircraft Hull, Hull War including Spares/In-Transit and Comprehensive Airline Liability
Insurance including AVN52D, Contractual Liability, Personal Injury, General Liability,
Premises, Products and Completed Operations Liability Insurance.




Under Aircraft Hull, Hull War and Spares Coverages, Customer shall insure the Leased Engine
at its replacement value as set forth on page one of this Agreement.




Under Comprehensive Airline Liability Insurance, Customer must evidence that they maintain a
minimum Combined Single Limit of $200,000,000 USD each occurrence and in the aggregate as
respects Products, Contractual and Completed Operations Liability but in respect of AVN52D,
the limit of liability is a sub-limit (included within, and not in addition to, the overall
policy limit) shall be US $50,000,000 any one occurrence and in the aggregate, however said
sub-limit is not applicable to passengers.




Certificate of Insurance




The Customer’s Certificate of Insurance shall evidence the above coverage with the following
special insurance provisions under Aircraft Hull, Hull War and Spare Coverages:



EXHIBIT A

FINANCIAL INFORMATION





A-9









 









	 	-	 	Name Mesa as Loss Payee; and
	 
	 	-	 	Customer’s Insurers shall waive all rights of subrogation
against Mesa, but only to the same extent that the Customer has waived its
rights of recovery against and/or indemnified Mesa in this Agreement.






The Customer’s Certificate of Insurance shall evidence the above coverage with the following
special insurance provisions under Comprehensive Liability Insurance:




	 	-	 	Name Mesa as additional insured, however, no party shall be
included as an Additional Insured as respects its legal liability as
manufacturer, repairer, supplier or servicing agent of the Leased Engine or any
part thereof;






	 	-	 	State the Customer’s insurance is primary and without right of
contribution from any insurance carried by Mesa;






	 	-	 	State that the liability assumed by Customer under this
Agreement is insured under their liability policy but only to the extent of
coverage otherwise afforded under the policies; and






	 	-	 	A severability of interest clause in favor of Mesa.






The Customer’s Certificate of Insurance shall evidence the above coverage with the following
special insurance provisions under all coverages:




	 	-	 	A Breach of Warranty provision in favor of Mesa; and
	 
	 	-	 	A 30-day notice of cancellation or material change/7-days as
respects War and Allied Perils coverage and 20 days for non-payment of premium.






Upon written request by Mesa, which may be made from time-to-time, Customer shall, within
five (5) days thereof, provide Mesa with a certificate of insurance indicating its complies
with the foregoing.



10. Warranty:




	 	10.1	 	Mesa warrants that, at the time of delivery, the Leased Engine will be in
flight worthy condition. Mesa shall, in its sole and reasonable discretion, repair or
replace the Leased Engine in case of damage deemed by Mesa to be resulting from normal
wear and tear and operation in accordance with applicable manuals and operating
instructions, and without fault or negligence on the Customer’s part.






	 	10.2	 	Customer shall be responsible for all risk and expense arising out of the
operation, use, possession or control of the Leased Engine which arises due to causes
outside the reasonable control of Mesa including but not limited to, failures of Leased
Engine which:






	 	(i)	 	has not been operated in accordance with the applicable manual
and procedures established by Mesa;






	 	(ii)	 	has been subject to misuse, negligence or accident;





EXHIBIT A

FINANCIAL INFORMATION





A-10









 









	 	(iii)	 	has not been properly transported, stored, installed,
maintained, utilized or packed for transport in accordance with the then
current recommendations of P&WC; or






	 	(iv)	 	has suffered primary breakdown or deterioration of any
constituent component which was not acquired by Customer from Mesa or through
channels specifically approved in writing by Mesa.






Should the Leased Engine require repair or overhaul for any such causes, P&WC shall notify
Customer who shall have the right to audit such finding prior to any work being completed.
Such repair or overhaul shall be performed by Mesa at the reasonable expense of the
Customer.




	 	10.3	 	Replacement of the Leased Engine under this Article is subject to Mesa’s engine
availability.






THE WARRANTIES AND REMEDIES INCLUDED IN THIS AGREEMENT ARE ACCEPTED BY CUSTOMER EXCLUSIVELY
AND IN LIEU OF ALL OTHER WARRANTIES AND/OR REMEDIES, WHETHER EXPRESSED OR IMPLIED EXCEPT AS
TO TITLE (INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE), WHETHER ARISING BY CONTRACT OR IN TORT EXCEPT FOR THOSE ARISING OUT OF
MESA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT OR ANY RIGHT OR REMEDY AT LAW, IN NO EVENT SHALL MESA OR P&WC BE LIABLE FOR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAES ARISING OUT OF OR IN CONNECTION WITH A
BREACH OF THESE WARRANTIES, A BREACH OF THIS AGREEMENT OR ANY TORTIOUS OR NEGLIGENT ACT OR
OMISSION BY MESA OR P&WC, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDE,
WITHOUT LIMITATION, ECONOMIC LOSS, LOSS OR DAMAGE TO ANY PROPERTY OR PERSONS OR OF ANY
EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES AS A RESULT OF AN ENGINE OR COMPONENT DEFECT.




CUSTOMER’S ENTERING INTO THIS ENGINE LEASE AGREEMENT AND ACCEPTANCE OF THIS WARRANTY OR THE
MAKING OF ANY CLAIM OR RECEIPT OF ANY BENEFIT HEREUNDER CONSTITUTES CUSTOMER’S ACCEPTANCE OF
ALL THE TERMS, CONDITIONS AND LIMITATIONS OF THE FOREGOING WARRANTY.



11. Indemnification:




Customer shall indemnify Mesa, and its shareholders, affiliates, directors, officers, and
employees against all actions, costs, claims and demands that may be brought against Mesa in
connection with or resulting from the operation, possession, management, maintenance or
control of the Leased Engine by or on behalf of the Customer except for those arising out of
Mesa’s gross negligence or willful misconduct, including actions,



EXHIBIT A

FINANCIAL INFORMATION





A-11









 









costs, claims, and demands that are based upon the retention of interest in or title to the
Leased Engine by Mesa.




Without limiting the foregoing, in the event Customer fails to i) pay in full any charges
connected with this Agreement, or ii) return the Leased Engine (including the accessories
and LRUs) in accordance with the terms and conditions of this Agreement, all of Mesa’s
costs, fees and expenses incurred to collect full payment and/or recover the Leased Engine
from Customer shall be borne by the Customer.



12. Title and Security:





Title to the Leased Engine shall at all times remain with Mesa, but Customer shall bear all
risk of loss or damage to the Lease Engine during the term of the Agreement.




Customer shall take all necessary steps to protect and record Mesa’s title to the Leased
Engine, and shall not permit it to become subject to any legal process lien, change or
encumbrance of any kind.



13. Repair Engine Lien:





Where Customer is the owner of Customer’s engine, Customer hereby grants to Mesa a security
interest in Customer’s engine, including all improvements thereon, as security for payment
of all amounts due and owing under this Agreement (the “Secured Obligations”).



14. Taxes:





Customer is responsible for all taxes (excluding taxes based on or measured by Mesa’s net
income or net worth), duties and other charges of any nature whatsoever, including interest
and penalties thereon, resulting from transactions under this Agreement, and will reimburse
Mesa for any such charges Mesa may be required to pay to a governmental authority.



15. Termination:





Mesa shall, without prejudice to any other rights or remedies under this Agreement or at
law, have the right to terminate this Agreement at any time by written notice to Customer
if:




	 	(i)	 	the Customer commits a breach of any of its obligations and
fails to remedy the breach within seven (7) days of written notice of such
occurrence; or
	 
	 	(ii)	 	the Customer becomes insolvent or performs or permits any act
of bankruptcy, liquidation or re-organization (excluding any re-organization
under laws other than laws enacted for the protection of creditors) or if a
receiver, trustee is appointed to Customer or to a substantial part of
Customer’s assets.





EXHIBIT A

FINANCIAL INFORMATION





A-12









 









Continued possession of the Leased Engine after termination of the Agreement, for any
reason, shall not be deemed or be construed, under any circumstances, as a renewal or
extension of the term of the Agreement or as consent of Mesa to such possession. However,
Customer shall continue to pay Mesa for the applicable charges and be subject to the same
obligations as if the Agreement was continued, without prejudice to Mesa’s rights to take
possession of the Leased Engine at any time after such termination.




Should the Customer be in default under this Agreement, such default shall constitute a
default under other agreements the Customer may have with Mesa, P&WC or its affiliates or
subsidiaries. Should the Customer be in default under any other agreement it has entered
into with Mesa, P&WC or its affiliates or subsidiaries, such default shall constitute a
default under this Agreement.



16. Assignment:





The Customer shall not assign any of its rights or obligations under this Agreement in whole
or in part, by way of sub-leasing of otherwise, without the prior written consent of Mesa,
which consent shall not be unreasonably withheld for an assignment by Customer to an airline
subsidiary or affiliate of Customer. Any purported assignment in violation of this clause
shall be null and void.



17. Heading:





The clause headings are for reference purposes only and shall not govern or affect the
interpretation of this Agreement.



18. Notices:





All notices required to be given pursuant to this Agreement shall be in writing and shall be
considered as duly delivered when sent by registered mail or facsimile to the other party at
the address or facsimile number stated on the first page of this Agreement.



19. Entire Agreement:





This Agreement contains the entire agreement between the parties with regard to the subject
matter hereof and supersedes all previous agreements or understandings, whether oral or in
writing. Any amendment must be in writing signed by duly authorized representatives of both
parties. Any purchase order from the Customer will be deemed issued for administrative
purposes only.



20. Governing Law:





This Agreement shall be construed in accordance with and governed by the laws of the State
of Arizona. The parties agree that, pursuant to Article 6 of the United Nations Convention
on Contracts for the International Sale of Goods, the provisions thereof shall not apply to
the sale of goods or services under this Agreement.



EXHIBIT A

FINANCIAL INFORMATION





A-13









 








EXECUTED by the duly authorized representatives of the parties as of the day and year first above
mentioned.



	 	 	 	 	 	 	 	 	 	 	 
	MESA AIRLINES, INC.	 	 	 	GULFSTREAM INTERNATIONAL
AIRLINES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Its:

	 	 

	 	 	 	Its:
	 	 

	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






EXHIBIT A

FINANCIAL INFORMATION







A-14









 








EXHIBIT B

FORM OF LEASE SUPPLEMENT




This LEASE SUPPLEMENT NUMBER ONE is dated as of the                      day of                     , between MESA
AIRLINES, INC. (“Lessor”) and GULFSTREAM INTERNATIONAL AIRLINES, INC., a Florida
corporation (“Lessee”).



WITNESSETH




     WHEREAS, Lessor and Lessee have previously entered into that certain Aircraft Lease Agreement,
dated as of                     , 2004 (the “Lease”). Words used herein with capital letters and
not otherwise defined will have the same meanings as set forth in the Lease.



     WHEREAS, the Lease provides for the execution and delivery of a Lease Supplement substantially
in the form hereof for the purpose of leasing the Aircraft described below under the Lease as and
when delivered by Lessor to Lessee in accordance with the terms thereof; and



     WHEREAS, Lessee now seeks to accept delivery of the Aircraft under and pursuant to the Lease,
a counterpart of which is attached hereto and incorporated herein by reference, and this Lease
Supplement and the Lease shall form one document.



     NOW THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee
hereby agree as follows.



1. Lessor hereby delivers and leases to Lessee under the Lease, and Lessee hereby accepts and
leases from Lessor under the Lease:




	 	A.	 	that certain Beechcraft 1900D aircraft bearing United States Registration Mark
N178YV, and Manufacturer’s Serial Number UE178, together with two (2) Pratt & Whitney
Canada model PT6A Engines bearing Manufacturer’s Serial Numbers 114145 and 114382,
114382, 114165 and PS0036, and two (2) Hartzell Model HC-E4A3I Propellers bearing
manufacturer’s serial numbers HJ274 and HJ773 all in an airworthy condition and as more
particularly described in Attachment 1 hereto; and
	 
	 	B.	 	all Technical Records, including the usual and customary manuals, logbooks,
flight records and historical information regarding the Aircraft, Engines, Propellers
and Parts, and specifically including, but not limited to those items listed on
Attachment 2 hereto.





2. The Delivery Date for the lease of the Aircraft is the date of this Lease Supplement set forth
in the opening paragraph hereof.



3. The Scheduled Lease Period shall commence on the Delivery Date and shall end on the Scheduled
Termination Date, unless earlier terminated or extended in accordance with the terms of the Lease.



EXHIBIT B

FORM OF LEASE SUPPLEMENT




B-1









 








4. Lessee hereby confirms to Lessor that: (i) the Airframe and each Engine installed thereon or
belonging thereto have been duly marked in accordance with the terms of Section 9.3 of the Lease,
(ii) the Aircraft, Engines, Propellers, Parts and Technical Records as described in the Lease have
been fully examined by Lessee and have been received in a condition fully satisfactory to Lessee
and in full conformity with the Lease in every respect (iii) the Lease is in full force and effect,
Lessor has fully, duly and timely performed all of its obligations of every kind or nature
thereunder and Lessee has no claims, offsets, deductions, set-off or defenses of any kind or nature
in connection with the Lease; (iv) Lessee has obtained all required permits, authorizations,
licenses and fees of the State of Registration or any government entity thereof necessary in order
for Lessee to operate the Aircraft as permitted by the terms of the Lease; and (v) any Lender may
rely upon all of the foregoing in granting substantial financial accommodations to Lessor and
Lessee understands and agrees that any funds being advanced by Lessor’s Lender will be made in
reliance upon the foregoing.



5. All of the terms and provisions of the Lease are incorporated herein by reference to the same
extent as if fully set forth herein.



6. This Lease Supplement may be executed in any number of counterparts, each of which shall, for
all purposes, be deemed to be an original, and all such counterparts shall together constitute but
one and the same Lease Supplement.



[SIGNATURE PAGE FOLLOWS]




EXHIBIT B

FORM OF LEASE SUPPLEMENT





B-2











 





     IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement Number One to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	GULFSTREAM INTENATIONAL	 	 	 	MESA AIRLINES, INC.
	 	 	AIRLINES, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





EXHIBIT B

FORM OF LEASE SUPPLEMENT




B-3









 





ATTACHMENT 1 TO LEASE SUPPLEMENT




AIRCRAFT TECHNICAL STATUS AT DELIVERY




	 	 	 	 	 	 	 	 	 
	AIRFRAME:
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Beechcraft 1900D
	FAA Registration Mark:
	 	N178YV	 	 	 	 	 	 
	Manufacturer’s Serial Number:
	 	UE178	 	 	 	 	 	 
	Year of Manufacture
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ENGINES:
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Pratt & Whitney Canada model PT6A
	Engine One Serial Number(Gas):
	 	114145	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Engine One Serial Number (Power):
	 	114382	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	LLP Status	 	See Attached Disk Sheets
	 
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Pratt & Whitney Canada model PT6A
	Engine Two Serial Number(Gas):
	 	114165	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Engine Two Serial Number (Power):
	 	PS0036	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	LLP Status	 	See Attached Disk Sheets
	 
	 	 	 	 	 	 	 	 
	PROPELLERS:
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Hartzell Model HC-E4A-3I
	Propeller One Serial Number:
	 	HJ274	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Propeller Two Serial Number:
	 	HJ773	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





EXHIBIT B

FORM OF LEASE SUPPLEMENT




B-4









 





	 	 	 	 	 	 	 	 	 
	LANDING GEAR:
	 	 	 	 	 	 	 	 
	Nose Manufacturer / Model:
	 	Raytheon	 	 	 	 	 	 
	MSN:
	 	433A95	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Right Main Manufacturer / Model:
	 	Raytheon	 	 	 	 	 	 
	MSN:
	 	CA9018PS	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Left Main Manufacturer / Model:
	 	Raytheon	 	 	 	 	 	 
	MSN:
	 	EAS-1711PS	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LOOSE EQUIPMENT:	 	See attached list.








 




			
	*	 	All Flight Hour and Cycle information set forth above is as of the Delivery
Date, as set forth in the Lease Supplement.





EXHIBIT B

FORM OF LEASE SUPPLEMENT




B-5









 





ATTACHMENT 2 TO LEASE SUPPLEMENT




TECHNICAL RECORDS DELIVERY RECEIPT



By executing this Lease Supplement, Lessee hereby acknowledges receipt of the following Technical
Records:




EXHIBIT B

FORM OF LEASE SUPPLEMENT




B-6









 





EXHIBIT C




AIRCRAFT DELIVERY CONDITIONS



1. DEFINITIONS. Unless the context shall otherwise require and except as set forth below,
the capitalized terms used in this Exhibit C shall have the meanings given to such terms in the
Agreement.





     “Configuration Deviation List” means the list provided by the Manufacturer
specifying which parts of the Aircraft can be removed without affecting the continued
service of the Aircraft.




     “Cycle-Controlled Components or Parts” means those components or parts that are
identified in the MRB Report which have maintenance tasks at specific flight-cycle
intervals.




     “Engine Maintenance Program” or “EMP” means a “power by the hour”
engine maintenance program with a Manufacturer approved maintenance facility governing the
maintenance of the Engines installed on the Aircraft at the time of Delivery.




     “Hour-Controlled Components or Parts” mean those components or parts that are
identified in the MRB Report which have maintenance tasks at specific flight-hour intervals.




     “Life Cycle Fatigue Components or Parts” or “LCF Components or Parts”
means those rotating components or parts that have specific cycle limits as specified by the
manufacturer to preclude cycle fatigue failures.




     “Maintenance Review Board Report” or “MRB Report” means the report
published by the maintenance review board detailing the intervals and description of the
maintenance tasks and, where applicable, the life limits required for continued
airworthiness of the Aircraft. Where the intervals specified in the MRB Report differ from
the limit specified by the component manufacturer, the MRB Report shall take precedence.




     “Terminating Action” means the alteration or modification of the Aircraft in
accordance with mandatory service bulletins, orders, airworthiness directives and
instructions required to eliminate repetitive inspections or maintenance action.




     “Time Between Overhaul” or “TBO” means the maximum elapse time allowed
between successive overhauls of a Part as specified by the MRB Report or manufacturer of the
Part.


2. CONDITION OF AIRCRAFT AT DELIVERY. At Delivery, the Aircraft will be delivered by Lessor
to Lessee in accordance with the following specific conditions:





	2.1.	 	The Aircraft will have undergone a complete Detail Inspection (Phase 1 through Phase VI) and
shall have no deferred items.





EXHIBIT C

AIRCRAFT DELIVERY CONDITIONS




C-1









 






	2.2.	 	The Aircraft shall have no outstanding discrepancies or deferred maintenance items and shall
have all applicable FAR 21/121 requirements in effect by the Delivery Date.






	2.3.	 	All country of manufacture and FAA Airworthiness Directives and Mandatory Service Bulletins,
with a compliance date prior to the Delivery Date or within 100 hours or 30 calendar days
following the Delivery Date, shall be incorporated.





2.4.   The Aircraft shall be clean by commercial airline standards.




	2.5.	 	All lifetime items described in Chapter 5 of the Manufacturer’s Maintenance Manual will have
at least mid-lifetime remaining for each component.





2.6.    The Aircraft shall be painted in Lessee’s livery.



2.7. Interior





	 	(i)	 	Ceilings, sidewalls and bulkhead panels shall be clean and free of all cracks
and stains.
	 
	 	(ii)	 	The Aircraft shall have installed carpets and seat covers which shall be in
good condition, clean and stain free and shall satisfy the fire resistance regulations
of the Aviation Authority.
	 
	 	(iii)	 	All seats shall be serviceable, in good condition and repaired, as necessary.
All seat belts will be of matching colors and certified for use on the seat assembly on
which they are installed. Seat back trays shall be in good repair.
	 
	 	(iv)	 	All signs, placards and decals shall be in the English language, clean, secure
and legible.
	 
	 	(v)	 	The floor shall be free of material delamination.






	2.8	 	Wings and Empennage






	 	(i)	 	All leading edges shall be free from damage.
	 
	 	(ii)	 	All control surfaces shall be free of damage and delamination and shall be
refurbished.
	 
	 	(iii)	 	All unpainted cowlings and fairings shall be polished.
	 
	 	(iv)	 	Wings shall be free of fuel leaks.
	 
	 	(v)	 	All de-icing boots shall be in good repair and working order with no more than
the number of repair patches per boot as established by the relative AD requirements.





EXHIBIT C

AIRCRAFT DELIVERY CONDITIONS




C-2









 






	2.9	 	Cockpit






	 	(i)	 	All signs, placards and decals shall be in English, clean, secure and legible.
	 
	 	(ii)	 	All fairing panels shall be free of stains and cracks, shall be clean, secure
and repainted as necessary.
	 
	 	(iii)	 	Floor coverings shall be clean and effectively sealed.
	 
	 	(iv)	 	Seat covers shall be in good condition with no tears, clean and stain free and
shall satisfy the fire resistance regulations of the Aviation Authority.
	 
	 	(v)	 	Seats shall be fully serviceable.






	3.0	 	Cargo Compartments






	 	(i)	 	All cargo compartment side wall and floor panels shall be in good condition
with all damaged areas repaired, as necessary.
	 
	 	(ii)	 	All nets shall be in good condition and shall have certification tags attached
and legible.






	3.	 	AIRCRAFT DOCUMENTATION AND SAFETY DEVICES






	3.1	 	Aircraft Documentation.






	 	(a)	 	Concurrent with the Delivery of the Aircraft to Lessee, Lessor shall deliver to
Lessee one (1) copy of all aircraft documentation required by the FAR’s for the
operation of the Aircraft (including current revisions thereto) defined in Attachment A
to this Exhibit C (the “Aircraft Documentation”):






	 	(i)	 	At a minimum, Lessor shall provide Lessee with all Category I
Aircraft Documentation (as defined in Attachment A to this Exhibit C); and
	 
	 	(ii)	 	Lessor shall use commercially reasonable efforts to provide
Lessee with all Category II Aircraft Documentation (as defined in Attachment A
to this Exhibit C);






	 	(b)	 	All Aircraft Documentation provided to Lessee at the time of Delivery shall be
listed and described by title or description and included as a supplement to the
Aircraft Documentation;
	 
	 	(c)	 	Lessor shall permit Lessee or its authorized representative to examine the
Aircraft Documentation at any reasonable time prior to delivery upon giving reasonable
notice to Lessor;
	 
	 	(d)	 	Lessor shall provide, as part of the Aircraft Documentation, the original
and/or true copies (such copies certified as acceptable per handbook order 8300.10,
“True Copies”) of certification tags and release notes for all life limited and





EXHIBIT C

AIRCRAFT DELIVERY CONDITIONS




C-3









 






	 	 	 	rotable parts. The certification tags and release notes for rotable parts shall
provide traceability of the last overhaul and/or repair shop visit to the approved
repair facility that conducted the overhaul and/or repair. In the case of life
limited parts, Lessor shall provide all original and/or True Copies of certification
tags and release notes necessary to provide traceability of the Part to the original
manufacturer; and
	 
	 	(e)	 	Lessor shall:






	 	(i)	 	certify in writing that there are no leased or rented parts
installed on the Aircraft while in Lessor’s possession; and
	 
	 	(ii)	 	certify in writing that there are no foreign manufactured parts
installed on the Aircraft while in Lessor’s possession that have been locally
manufactured without the Airworthiness Authority’s approval and/or that do not
conform to an internationally recognized airworthiness standard and are
approved for installation on the Aircraft; and
	 
	 	(iii)	 	Lessor will provide Lessee with certificates provided by the
previous operator for items (i) through (iii) above.






	 	3.2	 	Remedy for Non-Compliance. In the event Lessor is unable to provide
hard, non-computerized copies of all Category I Aircraft Documentation, Lessor shall
take action to ensure that Lessee and the Aviation Authority are provided with, but not
limited to, all requested guarantees of methods of compliance, component overhaul and
records management, quality control, part number and serial number verification. If any
such records or other data are missing, incomplete or otherwise not in accordance with
the Aviation Authority, Lessor shall re-accomplish the maintenance tasks necessary to
produce such records in accordance with the manufacturer’s MRB Report prior to Delivery
or otherwise perform all necessary acts (without regard to any applicable waivers or
deferrals) to obtain such records in a manner satisfactory to the Aviation Authority.
	 
	 	3.3	 	Computerized Records. Lessor will provide Lessee with all computerized
records that Lessor received from Prior Lessee and any other prior operators. Lessor
will also provide all computerized records generated by Lessor’s service providers, and
such records shall be stamped and signed by such service providers’ quality departments
attesting to their accuracy.
	 
	 	3.4	 	Vendor Documents and Data. Lessor shall provide Lessee the available
documents and data, including all revisions thereto, that Lessor may have received, and
may continue to receive, from vendors in connection with the support of the Aircraft
(“Vendor Documentation”).
	 
	 	3.5	 	Loose Equipment. Concurrent with Delivery, Lessor shall deliver to
Lessee on board the Aircraft one (1) aircraft ship set of Aircraft safety devices for
the Landing Gear down-locks, engine plugs and miscellaneous equipment.





EXHIBIT C

AIRCRAFT DELIVERY CONDITIONS




C-4









 





ATTACHMENT A TO LEASE EXHIBIT C




AIRCRAFT DELIVERY CONDITIONS




AIRCRAFT DOCUMENTATION AT DELIVERY




Category I – Documents Required for Certificate of Airworthiness





	 	1.	 	Airframe and Engines current inspection status and operating times including
structural sampling inspection records of inspections performed on other aircraft where
credit for such inspections were applied against the Aircraft.
	 
	 	2.	 	All original (and/or True Copies of) certification tags and release notes from
manufacturers or repair agencies for Engines and Parts installed by Prior Lessee and
other previous operators.
	 
	 	3.	 	List and status of Hour and Cycle-Controlled Components and Parts – Aircraft
and Engines.
	 
	 	4.	 	List and status of life limited parts – Aircraft and Engines.
	 
	 	5.	 	Summary and control status of Airworthiness Directives – Aircraft including
Engines, auxiliary power unit and appliances and the method of incorporation (i.e.:
repetitive inspections, interim fix or Terminating Action).
	 
	 	6.	 	List of Manufacturer’s service bulletins incorporated and method of
incorporation (i.e.: repetitive inspection, interim fix or Terminating Action) for
Airframe, Engines and equipment. Where only a portion of a service bulletin is
accomplished, such list shall identify which portion was accomplished.
	 
	 	7.	 	List of modifications and/or alterations (excluding Manufacturer’s service
bulletins if accomplished pursuant to the Manufacturer’s instructions) accomplished on
the Aircraft, Engines, and equipment together with one copy of each modification,
alteration, engineering order and associated drawings and/or date.
	 
	 	8.	 	List of repairs performed on Aircraft and list of repairs requiring recurring
inspections and their intervals. All engineering, maintenance, quality control and
regulatory documentation associated with the required inspections shall be provided.
	 
	 	9.	 	List of Supplemental Type Certificates (STC’s) incorporated together with a
copy of each certificate and/or associated data.
	 
	 	10.	 	Current Aircraft Flight Manual (AFM) and Quick Reference Handbook (QRH).
	 
	 	11.	 	Weight and balance documents, including last weighing report and the Weight and
Balance supplement showing installed equipment list.





EXHIBIT C

AIRCRAFT DELIVERY CONDITIONS




C-5









 






	 	12.	 	Last accomplished flight recorder calibration (if the Aircraft is to be
delivered before any calibration is required to be accomplished, Lessor is to provide
the record of the initial or last certification of the flight recorder).





Category II – Other Maintenance and Operational Records





	 	1.	 	All historical records for Aircraft and Engines, including original and/or True
Copies of the Airworthiness Certificate from country of Manufacturer and the
Airworthiness Certificate as issued by the Aviation Authority.
	 
	 	2.	 	APU historical records and schedule of overhaul (if applicable).
	 
	 	3.	 	Current Manufacturer’s maintenance planning manual (MPM) and maintenance task
card manual (MTCM).
	 
	 	4.	 	Complete and current Wiring Diagram manual, including wiring diagram equipment
lists.
	 
	 	5.	 	Complete and current Manufacturer’s maintenance manuals, Aircraft and Engines.
	 
	 	6.	 	Manufacturer’s structural repair manual (SRM).
	 
	 	7.	 	Current Manufacturer’s FCOM.
	 
	 	8.	 	Complete and current Manufacturer’s Illustrated Parts Catalogue (IPC) –
Aircraft and Engines.
	 
	 	9.	 	Manufacturer’s tool catalogue (if available).
	 
	 	10.	 	Miscellaneous documents or manuals pertaining to Aircraft storage, engine
handling, Aircraft recovery and ground crew training (if available).
	 
	 	11.	 	Flight test reports – last flight accomplished prior to return.
	 
	 	12.	 	Inventory list of Aircraft loose equipment.
	 
	 	13.	 	List of current equipment in passenger and flight crew compartments and/or
current interior arrangement diagram.





EXHIBIT C

AIRCRAFT DELIVERY CONDITIONS




C-6









 





EXHIBIT D




AIRCRAFT REDELIVERY CONDITIONS




[The contents of this Exhibit will be omitted for FAA filing purposes]




[*]




EXHIBIT D

AIRCRAFT REDELIVERY CONDITIONS




D-1









 





EXHIBIT E




FORM OF MONTHLY MAINTENANCE STATUS REPORT




FOR MONTH ENDING:                     




OPERATOR INFORMATION




	 	 	 	 	 	 	 
	 	 	Current Operator Name:	 	Gulfstream International Airlines, Inc.
	 
	 	 	 	 	 	 
	 

	 	Main Base of Operations:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	AIRFRAME
	 	 	 	 
	 
	 	 	 	 
	Serial Number

	 	UE178
	 	 
	FAA Registration Mark

	 	N178YV	 	 
	Total Time
	 	 	 	 
	 

	 	 	 	 
	Total Cycles
	 	 	 	 
	 

	 	 	 	 
	Time From last Major Overhaul (TFMO)
	 	 	 	 
	 

	 	 	 	 
	Time To next Major Overhaul (TTMO)
	 	 	 	 
	 

	 	 	 	 





INSTALLED ENGINES




	 	 	 	 	 	 	 
	Engine Number One

	 	(GAS)
	 	Engine Number Two
	 	(GAS)
	Serial Number

	 	 	 	Serial Number	 	 
	 

	 	 
	 	 	 	 
	TFMO

	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 
	Cycles FMO

	 	 	 	Cycles FMO	 	 
	 

	 	 
	 	 	 	 
	Cycles TMO

	 	 	 	Cycles TMO	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Engine Number One

	 	(POWER)
	 	Engine Number Two
	 	(POWER)
	Serial Number

	 	 	 	Serial Number	 	 
	 

	 	 
	 	 	 	 
	TFMO

	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 
	Cycles FMO

	 	 	 	Cycles FMO	 	 
	 

	 	 
	 	 	 	 
	Cycles TMO

	 	 	 	Cycles TMO	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	INSTALLED PROPELLERS
	 	 	 	 
	 
	 	 	 	 	 	 
	Left Propeller

	 	 	 	Right Propeller	 	 
	Serial Number

	 	 	 	Serial Number	 	 
	 

	 	 
	 	 	 	 
	TFMO

	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 





EXHIBIT E

FORM OF MONTHILY MAINTENANCE STATUS REPORT




E-1









 





INSTALLED LANDING GEAR




	 	 	 	 	 	 	 	 	 	 	 
	Left Gear

	 	 	 	Center Gear
	 	 	 	Right Gear	 	 
	TFMO

	 	 	 	TFMO
	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO
	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 





ORIGINAL AIRFRAME ENGINES




	 	 	 	 	 	 	 
	Engine Number One

	 	(GAS)
	 	Engine Number Two
	 	(GAS)
	Serial Number

	 	 	 	Serial Number	 	 
	 

	 	 
	 	 	 	 
	TFMO

	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 
	Cycles FMO

	 	 	 	Cycles FMO	 	 
	 

	 	 
	 	 	 	 
	Cycles TMO

	 	 	 	Cycles TMO	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Engine Number One

	 	(POWER)
	 	Engine Number Two
	 	(POWER)
	Serial Number

	 	 	 	Serial Number	 	 
	 

	 	 
	 	 	 	 
	TFMO

	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 
	Cycles FMO

	 	 	 	Cycles FMO	 	 
	 

	 	 
	 	 	 	 
	Cycles TMO

	 	 	 	Cycles TMO	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	ORIGINAL AIRFRAME PROPELLERS
	 	 	 	 
	 
	 	 	 	 	 	 
	Left Propeller

	 	 	 	Right Propeller	 	 
	Serial Number

	 	 	 	Serial Number	 	 
	 

	 	 
	 	 	 	 
	TFMO

	 	 	 	TFMO	 	 
	 

	 	 
	 	 	 	 
	TTMO

	 	 	 	TTMO	 	 
	 

	 	 
	 	 	 	 





EXHIBIT E

FORM OF MONTHILY MAINTENANCE STATUS REPORT




E-2









 





EXHIBIT F



FORM OF REDELIVERY ACCEPTANCE RECEIPT



1. GULFSTREAM INTERNATIONAL AIRLINES, INC., as Lessee, and MESA AIRLINES, INC., as
Lessor, have entered into an Aircraft Lease Agreement dated as of September                     , 2004 (the
“Lease”). Words used herein with capital letters and not otherwise defined will have the
meanings set forth in the Lease.




     2. Lessor has this                 day of                                          20       (Time:                                         ) at
                    received from Lessee possession of:




	 	A.	 	One (1) Beechcraft 1900D aircraft bearing United States Registration
Mark N178YV, and Manufacturer’s Serial Number UE178, together with two (2)
Pratt & Whitney Canada model PT6A Engines bearing Manufacturer’s Serial Numbers
114145, 114382, 114165 and PS0036, and two (2) Hamilton HC-E4A-3I Propellers
bearing manufacturer’s serial numbers HJ274 and HJ773 together with all Parts
attached thereto and thereon in an airworthy condition and as more particularly
described in Attachment 1 hereto; and
	 
	 	B.	 	all Technical Records, including the usual and customary manuals,
logbooks, flight records and historical information regarding the Aircraft,
Engines, Propellers and Parts, and specifically including, but not limited to
those items listed on the Technical Records Receipt attached hereto.




3. At the time of return, the Airframe, Engines, Propellers and Parts were in the condition
described in Attachment 1 hereto, and Lessor confirms that said Airframe, Engines, Propellers and
Parts have been deemed by Lessor to have met the redelivery conditions and requirements as outlined
in Article 17 of the Lease, or that such requirements have otherwise been waived by Lessor.



4. The above specified Aircraft, Engines, Propellers, Parts and Technical Records are hereby
accepted by Lessor subject to the provisions of the Lease.



5. Subject to the following paragraph, the leasing of the Aircraft by Lessor to Lessee pursuant to
the Lease is hereby terminated without prejudice to Lessee’s continuing obligations under the
Lease, and any other provisions of the Lease which survive termination by their own terms.



6. Lessee confirms that all of its obligations under the Lease whether accruing prior to the date
hereof or which survive the termination of the Lease by their terms and accrue after the date
hereof, will remain in full force and effect until all such obligations have been satisfactorily
completed.



7. Lessee confirms that any and all airport, navigation and other charges which give rise or may if
unpaid give rise to any lien, right of detention, right of sale or other Security Interest in
relation to the Aircraft, Engines, Propellers or any Part have been paid and discharged in full.




EXHIBIT F

FORM OF REDELIVERY ACCEPTANCE RECEIPT




F-1









 




8. This Redelivery Acceptance Receipt is executed and delivered by the parties in                                         
(location).




[SIGNATURE PAGE FOLLOWS]




EXHIBIT F

FORM OF REDELIVERY ACCEPTANCE RECEIPT




F-2









 





     IN WITNESS WHEREOF, the parties hereto have caused this Redelivery Acceptance Receipt to be
executed in their respective corporate names by their duly authorized representatives as of the day
and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	GULFSTREAM INTENATIONAL	 	 	 	MESA AIRLINES, INC.
	AIRLINES, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Title:	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 





ATTACHMENTS:

1. Aircraft Technical Status

2. Technical Records Receipt




EXHIBIT F

FORM OF REDELIVERY ACCEPTANCE RECEIPT




F-3









 





ATTACHMENT 1 TO REDELIVERY ACCEPTANCE RECEIPT




AIRCRAFT TECHNICAL STATUS AT REDELIVERY




	 	 	 	 	 	 	 	 	 
	AIRFRAME:
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Beechcraft 1900D
	FAA Registration Mark:
	 	N178YV	 	 	 	 	 	 
	Manufacturer’s Serial Number:
	 	UE178	 	 	 	 	 	 
	Year of Manufacture
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ENGINES:
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Pratt & Whitney Canada model PT6A
	Engine One Serial Number(Gas):
	 	114145	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Engine One Serial Number (Power):
	 	114382	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	LLP Status	 	See Attached Disk Sheets
	 
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Pratt & Whitney Canada model PT6A
	Engine Two Serial Number(Gas):
	 	114165	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Engine Two Serial Number (Power):
	 	PS0036	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	LLP Status	 	See Attached Disk Sheets
	 
	 	 	 	 	 	 	 	 
	PROPELLERS:
	 	 	 	 	 	 	 	 
	Manufacturer / Model:	 	Hartzell Model HC-E4A-3I
	Propeller One Serial Number:
	 	HJ274	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Propeller Two Serial Number:
	 	HJ773	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





EXHIBIT F

FORM OF REDELIVERY ACCEPTANCE RECEIPT




F-4









 





	 	 	 	 	 	 	 	 	 
	LANDING GEAR:
	 	 	 	 	 	 	 	 
	Nose Manufacturer / Model:
	 	Raytheon	 	 	 	 	 	 
	MSN:
	 	433A95	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Right Main Manufacturer / Model:
	 	Raytheon	 	 	 	 	 	 
	MSN:
	 	CA9018PS	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Left Main Manufacturer / Model:
	 	Raytheon	 	 	 	 	 	 
	MSN:
	 	EAS-1711PS	 	 	 	 	 	 
	Total Hours*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total Cycles*:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LOOSE EQUIPMENT:	 	See attached list.








 




			
	*	 	All hour and cycle information set forth above is as of the date of the
Redelivery Acceptance Receipt.





EXHIBIT F

FORM OF REDELIVERY ACCEPTANCE RECEIPT




F-5









 





ATTACHMENT 2 TO REDELIVERY ACCEPTANCE RECEIPT




TECHNICAL RECORDS RECEIPT




EXHIBIT F

FORM OF REDELIVERY ACCEPTANCE RECEIPT





F-6