AGREEMENT

Reference is made to thatcertain Assignment, Assumption and AmendmentofLease ("Assignment") executed as ofthe

# J!Lday ofOctober,2012, by and among BostonMetropolitan Airport, Inc., a Massachusetts corporation having a principal place ofbusiness in Mashpee, Barnstable County, Massachusetts, and Swift Aviation, Inc., a Massachusetts corporation, having a principal place ofbusiness at 189 Access Road, Norwood, Norfolk County, Massachusetts, BostonExecutive Helicopters LLC, a Delaware limited liability company, having a mailing address of209 Access Road, Norwood, Norfolk County, Massachusetts, Christopher Pilalas, and August Mazella, consentedto by the Town ofNorwood actingby and through its Airport Commission. Whereas the parties hereto have executed the Assignment, which Assignment shall onlybe effective ifthe Federal Aviation Administration ("FAA") and Massachusetts Department of Transportation Aeronautics Division ("MassDOT Aeronautics Division") approve, assentto, and/or acquiesce to the Assignment in writing on orbefore 

### I@// 

## :Jt)

.:(o/

**~** Nowtherefore, ifthe FAA andMassDOT Aeronautics Division do not approve, assentto, and/or acquiesce to the Assignment in writing on orbefore

# M V

# ??? ,2012, thenthe Assignment shall be rendered null and void. IN WITNESS WHEREOF, the parties hereto have executed this instrument in any number of counterpartcopies, each ofwhich shall be an original for all purposes, as ofthe day and yearfirst above written.



### BOSTON

**METROPOL~RT,** 

### INC.



# ~L\'~ By: Michael E. Pendergast, President and Treasurer- i

TOWN OF NORWOOD ACTING BY AND THROUGH ITS AIRPORT COMMISSION By the execution hereof, the Town ofNorwood, by and through the Norwood Airport Commission, hereby expressly consent to this Assignment, Assumption and Amen entofLease this

___ _ day of , 2012 

# I

692482v2

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### ASSIGNMENT, ASSUMPTION AND AMENDMENT OFLEASE THIS INSTRUMENT ("Assignment"), executed as ofthe

__day ofOctober 2012, by and among Boston Metropolitan Airport, Inc., a Massachusetts corporation having a principal place ofbusiness in Mashpee, Barnstable County, Massachusetts (hereinafter referred to as the "Lessor"), and Swift Aviation, Inc., a Massachusetts corporation, having aprincipal place ofbusiness at I89 Access Road, Norwood, Norfolk County, Massachusetts, (hereinafterreferred 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 (hereinafterreferred to as the "Assignee"). 

### W I TN E S SE 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 ofJune 28, I989, as amended and/or affected by: (i) Assignment ofLease from Stol Aircraft Corp. to SwiftAviation Services Inc. dated June 30, 1994 together with Consent and Assumption Agreement; (ii) Assignment ofLease from Swift Aviation Services, Inc. to SwiftAviation, Inc

. dated August 10, 2000 together with Consent to Assignment ofBoston Metropolitan Airport, Inc. and Assumption Agreement executed by Swift Aviation, Inc. dated August I0, 2000; (iii) Letter ofextension from Swift Aviation, Inc. to Boston Metropolitan Airport, Inc. dated June 26, 2007; (iv) Letter ofextension 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 ofa IS' strip ofland; 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 respectto the use ofa 15' strip ofland and Acknowledgement ofAgreement ofSwift 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 ofland, as more particularly described in the Lease. The Demised Premises is also subject to the Lease Agreement ofTown 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 ofdate ofConsent ofthe Norwood Airport Commission (the "Effective Date"). C. The Lessor, Assignor and Assignee wish to clarify certainprovisions ofthe Lease with respect to the description ofthe Demised Premises, and to amend the Lease to provide for an additional option toextend, and fuel storage and to address the grant assurances ofthe Federal Aviation Administration and Massachusetts Department ofTransportation Aeronautics Division. NOW, THEREFORE, in consideration ofONE DOLLAR ($1

.00) and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby severally acknowledged, it is agreed as follows:1

. TheAssignor hereby transfers, assigns and sets overunto the Assignee all ofAssignor's interest in and rights underthe Lease, effective as ofthe 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 ofand agrees to be bound by all ofthe obligations ofthe Assignor as the Lessee under the Lease, including, without limitation, the obligation to pay rent and amounts provided for thereunder, as well as all otherterms, covenants and conditions ofthe 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 ofthe Lease except with the express written consent ofthe Lessor and Prime Lessor, or as otherwise expressly provided pursuant to terms ofthe Lease

. Such consent shall not be unreasonably withheld, conditioned or delayed

. 4

. Notwithstanding the Lease, notices ifintended 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 orAssignee to the otherparty by like notice)

. 5

. Lessor acknowledges that the provisions ofthe Lease documents with respect to the description ofthe 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 ofLand in Norwood, Mass., dated January 31, 1969, Norwood Engineering Inc

.," which plan is filed with the Registry District ofthe Land Court for Norfolk County as DocumentNo

. 322466, containing approximately 30,000 square feet, notwithstanding any provisions ofany ofthe Lease documents to the contrary. 6. The Lease has been extended through May 31, 2029

. 7

. The Lease is hereby amended as ofthe Effective Date, as follows: Assignee shall have the right, as successorLessee, 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 ofthe Lease.

. 2.8. The Lease is hereby further amended as ofthe 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 offuel 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%) percentofthe 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 ofLand inNorwood, Massachusetts dated January 31, 1969 (Flightlevel is presently charged $.06 per gallon). Notwithstandingthe foregoing, any fuel delivered to Assignee in excess of 250,000 gallons per calendar year shall be charged at the same Fuel Flowage Feethen charged by Lessorto Flightlevel or its successors or assigns

. iii) The Fuel Flowage Fee shall be paid by Assignee on a monthly basis, on or before the 151 ofeach month following a delivery offuel. All payments must include a bill oflading which includes the number ofgallons delivered and the date and month ofthe prior delivery. iv) In the event that the Fuel Flowage Fee cannotbe ascertained in the manner described in subparagraph (ii) above, because there is no longer the existing fuel farm tenant, or for any otherreason, Lessor and Assignee shall renegotiate a mutually acceptable Fuel Flowage Fee to reflect flowage rates at other general aviation airports in NewEngland

. v) Assignee may, at its own expense, employ a professional engineering companyto segregate the square footage ofthe Demised Premises which is being exclusively used for fuel storage and fuel sales from the remainder ofthe 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 ofthe entire Demised Premises. The area for which this abatement is allocable shall not include any area ofland which is not exclusively used for storage ordistribution offuel. vi) There shall be no fuel storage, sale ordistribution withoutAssignee 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 butis not limited to all applicable requirements ofthe Norwood Memorial Airport.

- 3 -vii) Priorto installing and upon the installation ofthe fuel storage facility, and atall times prior to the removal ofsuch facility, Assignee shall carry liability insurance coverage which extends to environmental contamination arising from the storage, sale and distribution offuel and such other insurance as the Town ofNorwood orthe Norwood Airport Commission may require, and all such insurance shall be atthe minimum levels ofinsurance required underthe 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 ofinsurance underthe laws of the Commonwealth ofMassachusetts. Assignee shall submit a copy ofa certificate of insurance for each such insurance policy issued, which shall show each type of insurance, insurance company, policy number, amount ofinsurance deductibles and/or self-insured retentions, and policy effective and expiration dates. The Town ofNorwood, 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 priorto any cancellation, modification or termination ofall such insurance policies and shall provide the Norwood Airport Commission and Boston Metropolitan Airport with any subsequentcertificate ofinsurance reflecting any modification orotherchange 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 ofsaid fuel spills related to the storage and/or sale offuel by Assignee and its employees. ix) Assignee shall beresponsible 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 ofAmerica. x) In addition to the provisions ofthis 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 regularpayment offuel flowage fees to the Town ofNorwood and monthly submission ofbills oflading to the Airport Commission. At its March 13, 2007 meeting, the Norwood Airport Commission voted thatthe fuel flowage fee to be paid to the Town ofNorwood by Eastern Air Center, Inc., predecessor-in-interest to FlightLevel, the Lessor's currenttenant, is six cents ($0.06) pergallon on Avgas and Jet A fuel ("Norwood Fuel Flowage Fee"), effective as ofJune 1, 2007, and that a monthly bill oflading is required each month effective immediately, and Assignee's agreement under this subparagraph shall include the payment ofsaid Norwood Fuel Flowage Fee and submission ofmonthly bill(s) oflading. The Norwood Fuel Flowage Fee is calculated based onthe total gallons offuel delivered each month to the user's fuel farm, as reflected in that month's bill(s) oflading, and the monthlyNorwood Fuel

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### Flowage Fee payment to the Town ofNorwood must include copies ofthat month's bill(s) oflading. TheNorwood 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 ofthe date of hereofand 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 ofthe Demised Premises. (c) There are no mortgages or other liens affecting the Demised Premises, the Prime Lease orthe 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 ofits obligations under the Lease or Prime Lease, and no event has occurred which is, or with the passage of time or giving ofnotice or otherwise would be, a default ofLessor under the Lease or Prime Lease, Lessor has received no notices ofclaims, 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 ofits obligations under the Lease, and no event has occurred which is, or with the passage of time or giving ofnotice or otherwise would be, a default ofAssignor 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 ofany prior assignment, hypothecation or pledge ofthe 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 ofthe entire Lessor's interest

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### under the Lease, and has not assigned, mortgaged orencwnbered the Lease orany interest therein by operation oflaw or otherwise. (i) There are no actions, whether voluntary or otherwise, pendingor, to Lessor's knowledge, threatened, againstthe Lessorunderthe bankruptcy orinsolvency laws of the United States ofAmerica or any state orpolitical subdivision thereof. ToLessor's knowledge, there are no actions, whether voluntary orotherwise, pending orthreatened against the Assignor under the bankruptcy or insolvency laws ofthe United States of America or any state orpolitical 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 constitutesthe 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 notthen 

### in default ofany provision ofthe Lease, by written notice to Lessor, to extend the term ofthis Lease for one fifteen (15) year period commencingJune 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 ofthe 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 oftheparties hereto warrants and represents to the others that it has dealt with no broker orreal estate consultant in connection with the consummation ofthis instrument, and inthe event ofany consultant orbrokerage claims against a party (the "Innocent Party") predicated uponprior dealings with another party, such otherparty agrees to defend the same and indemnifythe Innocent Party against any such claim. 11. Each ofthe 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 ofthe parties. This instrument shall be binding upon and shall inure to the benefits ofthe parties and their respective heirs, representatives, successors and assigns. 13. In all respects, the Lease, as hereby amended and modified, is herebyratified, 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 ofaction, demands, losses and expenses, including but not limited to court costs and attorneys' fees, arising out oforresulting from orotherwiserelating in any way solely to the subject matter oftheLawsuit, limited to the enforcement ofanyjudgmentthat may arise out oforresult from the Lawsuit orthe attempted attachment, seizure, orlevy upon execution ofthe Demised Premises by oron behalfofthe plaintiffin the Lawsuit or any assignee, agent, representative or successor ofsaid plaintiffsuch indemnification to be capped at a maximum ofFifty Thousand and 00/100 ($50,000.00) dollars

. In consideration ofAssignor'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 ofAssignor under this Paragraph 14, provided that the amount ofthis 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 ofthe below Consent by the Norwood Airport Commission

. 16. The Lease (includingthe Assignment) shall be subordinate to the provisions ofany existing or future agreement entered into between the Prime Lessor and the United States ofAmerica for the purpose ofobtaining federal aid for the improvement and/or development ofthe Norwood Memorial Airport ("Airport"); that nothing in the Lease (includingthe Assignment) shall be construed to grant or authorize the granting ofan exclusive right; that the facilities ofthe Airport have been financed in largerpart by grants from the Federal Aviation Administration ("FAA") and/orthe Massachusetts Department ofTransportationAeronautics Division or its predecessor (collectively, "MassDOT-Aeronautics Division"), meaning that receipt ofthese grants is conditional upon compliance by the Prime Lessor with certain assurances, and therefore, any term orcondition ofthe Lease (includingthe 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 thatthe Prime Lessor, in compliance with the FAA and/orthe MassDOT-Aeronautics Division grant assurances, may not and does not give any lessee or sub-lessee assurances ofexclusive access ormonopolistic rights on orto the Airport, and thus, any commercial activity authorized on the Demised Premises may be subject to competition from others, on oroffthe Airport. The Prime Lessor has the right to require an amendment ofthe Lease (including the Assignment) to

- 7-complywith all existing and future FAA and/or MassDOT-Aeronautics Divisiongrant assurances. 17. To the extent any ofthe sections required byFederal orMassachusetts law are inconsistent withother, non-statutory sections inthe Lease (includingtheAssignment), 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 numberof counterpart copies, each ofwhich shall be an original for all purposes, as ofthe 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 ofthe foregoing Lease has beenprovidedto it and that it has fully examinedthe sameand is aware ofall ofthe terms, provisions, and conditions set forth therein

. The undersigned does hereby

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### assume and agree with the Lessor, BMA, to perform all ofthe terms, provisions and conditions ofthe above described Lease accruing from and afterthe date ofthis Assignment. IN WITNESS WHEREOF, the undersigned have executed the Assumption Agreement as ofthe 

## J!j__ day of 

# 0(1ft?h**~/** 

# ,2012.

TOWN OFNORWOOD ACTING BY AND THROUGH ITS AIRPORT COMMISSION By the execution hereof, the Town ofNorwood, by and through the Norwood Airport Commission, hereby expressly consentto this Assignment, Assumption and Amendment ofLease this

___ _ day of , 2012

691894vl

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