AGREEMENT 

Reference is made to that certain Assignment, Assumption and Amendment of Lease 

("Assignment") executed as of the J!L day of October, 2012, by and among Boston Metropolitan 

Airport, Inc., a Massachusetts corporation having a principal place of business in Mashpee, Barnstable 

County, Massachusetts, and Swift Aviation, Inc., a Massachusetts corporation, having a principal place 

of business at 189 Access Road, Norwood, Norfolk County, Massachusetts, Boston Executive 

Helicopters LLC, a Delaware limited liability company, having a mailing address of 209 Access Road, 

Norwood, Norfolk County, Massachusetts, Christopher Pilalas, and August Mazella, consented to by 

the Town of Norwood acting by and through its Airport Commission. 

Whereas the parties hereto have executed the Assignment, which Assignment shall only be 

effective if the Federal Aviation Administration ("FAA") and Massachusetts Department of 

Transportation Aeronautics Division ("MassDOT Aeronautics Division") approve, assent to, and/or 

acquiesce to the Assignment in writing on or before I@// :Jt). :(o/ ~ 

Now therefore, if the FAA and MassDOT Aeronautics Division do not approve, assent to, 

and/or acquiesce to the Assignment in writing on or before M V ??? , 20 12, then the Assignment 

shall be rendered null and void. 

IN WITNESS WHEREOF, the parties hereto have executed this instrument in any number of 

counterpart copies, each of which shall be an original for all purposes, as of the day and year first 

above written. 

BOSTON METROPOL~RT, INC. 

By: 

~L\'~ Michael E. Pendergast, President and 

Treasurer 
- i 

TOWN OF NORWOOD ACTING BY AND THROUGH ITS AIRPORT COMMISSION 

By the execution hereof, the Town of Norwood, by and through the Norwood Airport Commission, 

hereby expressly consent to this Assignment, Assumption and Amen ent of Lease this ___ _ 

day of , 2012 

I 

692482v2 

-2-
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF LEASE 

THIS INSTRUMENT ("Assignment"), executed as of the __ day of October 2012, by and among 

Boston Metropolitan Airport, Inc., a Massachusetts corporation having a principal place of business in 

Mashpee, Barnstable County, Massachusetts (hereinafter referred to as the "Lessor"), and Swift 

Aviation, Inc., a Massachusetts corporation, having a principal place ofbusiness at I89 Access Road, 

Norwood, Norfolk County, Massachusetts, (hereinafter referred to as the "Lessee" or "Assignor"), and 

Boston Executive Helicopters LLC, a Delaware limited liability company, having a mailing address of 

209 Access Road, Norwood, Norfolk County, Massachusetts (hereinafter referred to as the 

"Assignee"). 

W I TN E S S E T H: 

REFERENCE is made to the following facts: 

A. Lessor, as landlord, and Lessee, as tenant (by prior assignment as stated below), are parties to 

that certain lease dated as of June 28, I989, as amended and/or affected by: 

(i) Assignment of Lease from Stol Aircraft Corp. to Swift Aviation Services Inc. dated June 30, 

1994 together with Consent and Assumption Agreement; 

(ii) Assignment of Lease from Swift Aviation Services, Inc. to Swift Aviation, Inc. dated 

August 10, 2000 together with Consent to Assignment of Boston Metropolitan Airport, Inc. and 

Assumption Agreement executed by Swift Aviation, Inc. dated August I 0, 2000; 

(iii) Letter of extension from Swift Aviation, Inc. to Boston Metropolitan Airport, Inc. dated 

June 26, 2007; 

(iv) Letter of extension from Swift Aviation, Inc. to Boston Metropolitan Airport, Inc. dated 

July 3, 2007; 

(v) Letter agreement which is undated executed by Stol Aircraft Corp., Donald Moore, Boston 

Metropolitan Airport, Inc. with respect to use of a IS' strip of land; and 

(vi) Agreement by and between Swift Aviation, Inc., Boston Metropolitan Airport, Inc. and 

Eastern Air Center, Inc. as Trustee dated January 30, I996 with respect to the use of a 15' strip 

of land and Acknowledgement of Agreement of Swift Aviation, Inc. dated January I, 2008 

(collectively, the "Lease"), relating to certain premises (the "Demised Premises") located at and known 

as Lot F, with frontage on Access Road in Norwood, Massachusetts, containing approximately 30,000 

square feet of land, as more particularly described in the Lease. The Demised Premises is also subject 

to the Lease Agreement of Town ofNorwood ("Prime Lessor") and Boston Metropolitan Airport, Inc. 

("Prime Lessee") dated December I3, 1967("Prime Lease"); Capitalized terms used herein and not 

defined herein shall have the meaning provided in the Lease. 

B. The Lessee as Assignor wishes to assign its interest under the Lease to the Assignee effective as 

of date of Consent of the Norwood Airport Commission (the "Effective Date"). 

C. The Lessor, Assignor and Assignee wish to clarify certain provisions of the Lease with respect to 

the description of the Demised Premises, and to amend the Lease to provide for an additional option to 
extend, and fuel storage and to address the grant assurances of the Federal Aviation Administration and 

Massachusetts Department of Transportation Aeronautics Division. 

NOW, THEREFORE, in consideration of ONE DOLLAR ($1 .00) and other good and valuable 

consideration, the receipt and sufficiency of which are hereby severally acknowledged, it is agreed as 

follows: 

1. The Assignor hereby transfers, assigns and sets over unto the Assignee all of Assignor's 

interest in and rights under the Lease, effective as of the Effective Date. Lessor hereby 

consents to such transfer and assignment subject to the provisions hereof. 

2. From and after the Effective Date, the Assignee assumes the performance of and agrees 

to be bound by all of the obligations of the Assignor as the Lessee under the Lease, 

including, without limitation, the obligation to pay rent and amounts provided for 

thereunder, as well as all other terms, covenants and conditions of the Lease, accruing or 

relating to any period on and subsequent to the Effective Date. 

3. The Assignee agrees that there shall be no further assignment of the Lease except with 

the express written consent of the Lessor and Prime Lessor, or as otherwise expressly 

provided pursuant to terms of the Lease. Such consent shall not be unreasonably 

withheld, conditioned or delayed. 

4. Notwithstanding the Lease, notices if intended for Assignee as Lessee under the Lease, 

shall be addressed to it at Christopher Donovan, Boston Executive Helicopter LLC, 209 

Access Road, Norwood, Massachusetts 02062, with a copy in like fashion to Joshua 

Fox, Esq., Rollins, Rollins & Fox, 60 William Street, Suite #220, Wellesley, 

Massachusetts 02481 (or in either case to such other address or addresses as may from 

time to time hereafter be designated by the Lessor or Assignee to the other party by like 

notice). 

5. Lessor acknowledges that the provisions of the Lease documents with respect to the 

description of the Demised Premises are inconsistent and conflicting with the prior 

lease. Lessor and Assignee hereby expressly agree that the Demised Premises are all of 

Lot F as shown on a plan entitled "Subdivision Plan of Land in Norwood, Mass., dated 

January 31, 1969, Norwood Engineering Inc.," which plan is filed with the Registry 

District of the Land Court for Norfolk County as Document No. 322466, containing 

approximately 30,000 square feet, notwithstanding any provisions of any of the Lease 

documents to the contrary. 

6. The Lease has been extended through May 31, 2029. 

7. The Lease is hereby amended as of the Effective Date, as follows: Assignee shall have 

the right, as successor Lessee, to have one additional option to extend the Lease for a 

fifteen year period, on the same terms and conditions as the prior extensions described 

in Section I of the Lease. 

. 2. 
8. The Lease is hereby further amended as of the Effective Date, as follows: 

i) Notwithstanding anything to the contrary contained in the Lease, Lessor expressly 

permits Assignee to store, use and sell fuel, and permits uses incidental and ancillary 

thereto, on the terms and conditions set forth in this Section 8. Upon the installation of 

a fuel storage facility, a fuel flowage fee will be paid to Lessor by Assignee ("Fuel 

Flowage Fee"). The Fuel Flowage Fee shall be applied to all fueling operations by 

Assignee related to the fuel storage facility, including but not limited to Assignee's self 

fueling and Assignee's sale of fuel to third parties. The Fuel Flowage Fee shall be 

charged for all fuel delivered to Assignee at the airport. 

ii) The Fuel Flowage Fee shall be two hundred (200%) percent of the per gallon fuel 

flowage fee then charged by Lessor to the tenant referred to as Flightlevel, which 

operates the fuel farm at LotH as shown on a Subdivision Plan of Land in Norwood, 

Massachusetts dated January 31, 1969 (Flightlevel is presently charged $.06 per 

gallon). Notwithstanding the foregoing, any fuel delivered to Assignee in excess of 

250,000 gallons per calendar year shall be charged at the same Fuel Flowage Fee then 

charged by Lessor to Flightlevel or its successors or assigns. 

iii) The Fuel Flowage Fee shall be paid by Assignee on a monthly basis, on or before the 1

51 

of each month following a delivery of fuel. All payments must include a bill of lading 

which includes the number of gallons delivered and the date and month of the prior 

delivery. 

iv) In the event that the Fuel Flowage Fee cannot be ascertained in the manner described in 

subparagraph (ii) above, because there is no longer the existing fuel farm tenant, or for 

any other reason, Lessor and Assignee shall renegotiate a mutually acceptable Fuel 

Flowage Fee to reflect flowage rates at other general aviation airports in New England. 

v) Assignee may, at its own expense, employ a professional engineering company to 

segregate the square footage of the Demised Premises which is being exclusively used 

for fuel storage and fuel sales from the remainder of the Demised Premises. In such a 

case, Lessor shall abate the base rent by the percentage which the square footage 

allocated exclusively to fuel storage and distribution bears to the square footage of the 

entire Demised Premises. The area for which this abatement is allocable shall not 

include any area of land which is not exclusively used for storage or distribution of fuel. 

vi) There shall be no fuel storage, sale or distribution without Assignee first having 

obtained, and without Assignee continuing to maintain current, all applicable licenses, 

certificates, permits, approvals and other authorizations, from the applicable federal, 

state and municipal regulatory authorities. All fuel storage, sales and distribution shall 

be conducted in accordance with all applicable federal, state and municipal laws, 

bylaws, standards, licenses, certificates, permits, ordinances, rules, regulations, and 

other approvals and requirements. The foregoing sentence includes but is not limited to 

all applicable requirements of the Norwood Memorial Airport. 

- 3 -
vii) Prior to installing and upon the installation of the fuel storage facility, and at all times 

prior to the removal of such facility, Assignee shall carry liability insurance coverage 

which extends to environmental contamination arising from the storage, sale and 

distribution of fuel and such other insurance as the Town ofNorwood or the Norwood 

Airport Commission may require, and all such insurance shall be at the minimum levels 

of insurance required under the Norwood Memorial Airport Minimum Standards or as 

otherwise required by the Norwood Airport Commission. All such insurance shall be 

issued by companies lawfully authorized to write that type of insurance under the laws of 

the Commonwealth of Massachusetts. Assignee shall submit a copy of a certificate of 

insurance for each such insurance policy issued, which shall show each type of 

insurance, insurance company, policy number, amount of insurance deductibles and/or 

self-insured retentions, and policy effective and expiration dates. The Town of Norwood, 

Norwood Airport Commission and Boston Metropolitan Airport shall be named as a 

Certificate Holder and additional insureds on all coverages as required herein. Assignee 

shall notify the Norwood Airport Commission and Boston Metropolitan Airport prior to 

any cancellation, modification or termination of all such insurance policies and shall 

provide the Norwood Airport Commission and Boston Metropolitan Airport with any 

subsequent certificate of insurance reflecting any modification or other change to said 

insurance. This insurance coverage obligation is in addition to those insurance 

requirements set forth in the Lease. 

viii) Assignee shall be solely responsible for any and all fuel spills and the cleanup of said 

fuel spills related to the storage and/or sale of fuel by Assignee and its employees. 

ix) Assignee shall be responsible for ensuring that no unauthorized personnel have access 

to the fuel storage and/or distribution equipment. Notwithstanding the foregoing, 

Assignee shall permit self-service fueling as is usual and customary at airports 

throughout the United States of America. 

x) In addition to the provisions of this Paragraph 8, Assignee agrees to be subject to all 

terms, conditions, duties and obligations as are in effect for persons (including 

businesses) that use, store and/or sell fuel at Norwood Memorial Airport, including but 

not limited to the regular payment of fuel flowage fees to the Town of Norwood and 

monthly submission of bills of lading to the Airport Commission. At its March 13, 

2007 meeting, the Norwood Airport Commission voted that the fuel flowage fee to be 

paid to the Town ofNorwood by Eastern Air Center, Inc., predecessor-in-interest to 

FlightLevel, the Lessor's current tenant, is six cents ($0.06) per gallon on Avgas and Jet 

A fuel ("Norwood Fuel Flowage Fee"), effective as of June 1, 2007, and that a monthly 

bill of lading is required each month effective immediately, and Assignee's agreement 

under this subparagraph shall include the payment of said Norwood Fuel Flowage Fee 

and submission ofmonthly bill(s) of lading. The Norwood Fuel Flowage Fee is 

calculated based on the total gallons of fuel delivered each month to the user's fuel 

farm, as reflected in that month's bill(s) of lading, and the monthly Norwood Fuel 

-4-
Flowage Fee payment to the Town ofNorwood must include copies of that month's 

bill(s) of lading. The Norwood Fuel Flowage Fee shall be periodically subject to a 

reassessment by the Norwood Airport Commission through a majority vote at a duly 

scheduled meeting. 

9. Lessor hereby represents to and agrees with Assignee (and its successors and assigns), 

all such representations and warranties to be true and complete both as of the date of 

hereof and the Effective Date, as follows: 

(a) A true, correct and complete copy of the Lease and Prime Lease is 

attached hereto as Exhibit A. The Lease and Prime Lease are valid and in full force and 

effect and have not been modified, supplemented or amended (except as set forth in 

Paragraph A above), revoked or terminated. As the same is affected by this 

Assignment, the Lease and this Assignment constitute the entire agreement between 

Lessor and Assignee with respect to the Demised Premises. 

(b) Lessor has not received any notice of any present violation or claimed 

violation of any federal, state, regional, county or municipal law, statute, rule, 

regulation, order, permit or directive relating to the use or condition of the Demised 

Premises. 

(c) There are no mortgages or other liens affecting the Demised Premises, 

the Prime Lease or the Lease. 

(d) All rent and other payments and charges due under the Lease have been 

paid to date , and no such amounts have been paid more than 30 days in advance. 

(e) Lessor is not in default in the performance of its obligations under the Lease 

or Prime Lease, and no event has occurred which is, or with the passage of time or 

giving of notice or otherwise would be, a default of Lessor under the Lease or Prime 

Lease, Lessor has received no notices of claims, default or termination under the Lease 

or Prime Lease, there is no action or proceeding pending (or to Lessor's knowledge, 

threatened) with respect to the Lease or Prime Lease, and to Lessor's knowledge, 

Assignor has no offset, defense, deduction or claim against Lessor. 

(f) To Lessor's knowledge, Assignor is not in default in the performance of its 

obligations under the Lease, and no event has occurred which is, or with the passage of 

time or giving of notice or otherwise would be, a default of Assignor under the Lease. 

Lessor has given no notices of claims, default or termination under the Lease, and 

Lessor has no offset, defense, deduction or claim against Assignor. 

(g) Except as herein provided, Lessor has given the Lessee under the Lease no 

notice of any prior assignment, hypothecation or pledge of the Premises, the Lease or 

the rents due thereunder by Lessor or any sale and leaseback of sublease of the 

Premises. 

(h) Lessor is the current sole and lawful holder of the entire Lessor's interest 

- 5 -
under the Lease, and has not assigned, mortgaged or encwnbered the Lease or any 

interest therein by operation of law or otherwise. 

(i) There are no actions, whether voluntary or otherwise, pending or, to Lessor's 

knowledge, threatened, against the Lessor under the bankruptcy or insolvency laws of 

the United States of America or any state or political subdivision thereof. To Lessor's 

knowledge, there are no actions, whether voluntary or otherwise, pending or threatened 

against the Assignor under the bankruptcy or insolvency laws of the United States of 

America or any state or political subdivision thereof. 

G) The Prime Lease is valid and in full force and effect and has not been 

modified, supplemented or amended, revoked or terminated. The Prime Lease 

constitutes the entire agreement between the Prime Lessee and the Prime Lessor with 

respect to the Demised Premises. 

(k) The Assignee shall have the option, provided it is not then in default of any 

provision of the Lease, by written notice to Lessor, to extend the term of this Lease for 

one fifteen ( 15) year period commencing June 1, 2029 through May 31, 2044. 

(I) Assignor's current monthly rent for the Premises is $1070.44. Assignee 

shall be subject to rent adjustments every five years as set forth in the Lease, those rent 

adjustments occurring on: November 1, 2016, November 1, 2021, November 1, 2026, 

November 1, 2034, and November 1, 2039. There shall be no rent adjustment in 2031 

due to the rent adjustment made upon the Assignee's option to extend the term of the 

Lease as set forth in Section I(B) of the Lease in 2029. Furthermore, Assignee is 

obligated to pay Assignor's current additional rent as described in Section VI of the 

Lease. 

10. Each ofthe parties hereto warrants and represents to the others that it has dealt with no 

broker or real estate consultant in connection with the consummation of this instrument, 

and in the event of any consultant or brokerage claims against a party (the "Innocent 

Party") predicated upon prior dealings with another party, such other party agrees to 

defend the same and indemnify the Innocent Party against any such claim. 

11. Each of the parties hereto warrants and represents to the others that it has full right, 

power and authority to enter into this Assignment and the person(s) executing and 

delivering this Assignment on its behalfhas(have) been duly authorized by all necessary 

action to execute and deliver the same on its behalf. 

12. This instrument may only be amended by a written document executed by all of the 

parties. This instrument shall be binding upon and shall inure to the benefits of the 

parties and their respective heirs, representatives, successors and assigns. 

13. In all respects, the Lease, as hereby amended and modified, is hereby ratified, approved 

and confirmed. 

-6-
14. The parties acknowledge the currently pending civil action in One WRH. LLC v. Swift 

Aviation Services. Inc., Swift Aviation. Inc .. August Mazella. Christopher S. Pilalas. 

and Marianne D. Pilalas, Suffolk Superior Court Civil Action No. 2011-01211-D 

("Lawsuit"). Accordingly, Assignor hereby agrees to indemnify, defend (with counsel 

approved by the indemnitees) and save harmless the Lessor, Assignee, the Town of 

Norwood, and the Norwood Airport Commission and their past, current and future 

agents, officers, officials, volunteers, servants, representatives, employees, committees, 

boards, subcommittees, from and against any and all claims, damages, causes of action, 

demands, losses and expenses, including but not limited to court costs and attorneys' 

fees, arising out of or resulting from or otherwise relating in any way solely to the 

subject matter ofthe Lawsuit, limited to the enforcement of any judgment that may arise 

out of or result from the Lawsuit or the attempted attachment, seizure, or levy upon 

execution of the Demised Premises by or on behalf of the plaintiff in the Lawsuit or any 

assignee, agent, representative or successor of said plaintiff such indemnification to be 

capped at a maximum of Fifty Thousand and 00/100 ($50,000.00) dollars. 

In consideration of Assignor's liability under this indemnification being limited to a 

maximum of $50,000.00, Christopher S. Pilalas, an individual residing at 127 Margery 

Lane, Westwood, Norfolk County, Massachusetts, and August Mazella, an individual 

residing at 361 Moose Hill Street, Sharon, Norfolk County, Massachusetts, hereby agree 

to personally guarantee the obligations, duties and responsibilities of Assignor under 

this Paragraph 14, provided that the amount of this personal guarantee shall not exceed 

Fifty Thousand and 00/100 ($50,000.00) dollars. 

15. Notwithstanding anything to the contrary contained herein, the parties acknowledge that 

this Assignment shall only be effective upon the execution of the below Consent by the 

Norwood Airport Commission. 

16. The Lease (including the Assignment) shall be subordinate to the provisions of any 

existing or future agreement entered into between the Prime Lessor and the United 

States of America for the purpose of obtaining federal aid for the improvement and/or 

development of the Norwood Memorial Airport ("Airport"); that nothing in the Lease 

(including the Assignment) shall be construed to grant or authorize the granting of an 

exclusive right; that the facilities of the Airport have been financed in larger part by 

grants from the Federal Aviation Administration ("FAA") and/or the Massachusetts 

Department ofTransportation Aeronautics Division or its predecessor (collectively, 

"MassDOT-Aeronautics Division"), meaning that receipt of these grants is conditional 

upon compliance by the Prime Lessor with certain assurances, and therefore, any term 

or condition of the Lease (including the Assignment) which is found to be in conflict or 

inconsistent with any such federal and/or state grant assurance shall be subordinated to 

such federal and/or state grant assurance; and that the Prime Lessor, in compliance with 

the FAA and/or the MassDOT-Aeronautics Division grant assurances, may not and does 

not give any lessee or sub-lessee assurances of exclusive access or monopolistic rights 

on or to the Airport, and thus, any commercial activity authorized on the Demised 

Premises may be subject to competition from others, on or off the Airport. The Prime 

Lessor has the right to require an amendment of the Lease (including the Assignment) to 

- 7-
comply with all existing and future FAA and/or MassDOT-Aeronautics Division grant 

assurances. 

17. To the extent any of the sections required by Federal or Massachusetts law are 

inconsistent with other, non-statutory sections in the Lease (including the Assignment), 

any statutorily-mandated provisions shall control. 

The Assignee agrees to be subject to the Prime Lease, including without limitation subparagraphs (a), 

(b), (c), (d), (g), (h), and (i) thereunder, to the extent applicable to Assignee. 

IN WITNESS WHEREOF, the parties hereto have executed this instrument in any number of 

counterpart copies, each of which shall be an original for all purposes, as of the day and year first 

above written. 

TERSLLC 

BOS~r~T,INC. 

By: Michael E. Pendergast, President and 

Treasurer 

ASSUMPTION AGREEMENT 

The Assignee, BOSTON EXECUTIVE HELICOPTERS LLC, hereby acknowledges that a 

copy of the foregoing Lease has been provided to it and that it has fully examined the same and is 

aware of all of the terms, provisions, and conditions set forth therein. The undersigned does hereby 

- 8-
4 I o 0 

assume and agree with the Lessor, BMA, to perform all of the terms, provisions and conditions of the 

above described Lease accruing from and after the date of this Assignment. 

IN WITNESS WHEREOF, the undersigned have executed the Assumption Agreement as of the 

J!j__ day of 0(1ft?h ~/ , 2012. 

TOWN OF NORWOOD ACTING BY AND THROUGH ITS AIRPORT COMMISSION 

By the execution hereof, the Town of Norwood, by and through the Norwood Airport Commission, 

hereby expressly consent to this Assignment, Assumption and Amendment of Lease this ___ _ 

day of , 2012 

691894vl 

- 9-