Exhibit 10.43

Pursuant
to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and
Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

V2500®

GENERAL
TERMS OF SALE

BETWEEN

IAE
INTERNATIONAL AERO ENGINES AG

AND

ATLANTIC
COAST AIRLINES

Effective
September 30, 2004

1

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INDEX

|Commencement
|------------
|Recitals    
|CLAUSE 1    
|CLAUSE 2    
|            
|            
|            
|            
|            
|            
|            
|CLAUSE 3    
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|CLAUSE 4    
|CLAUSE 5    
|CLAUSE 6    
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            
|            

2

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|EXHIBIT A   |  |      |  | CONTRACT SPECIFICATIONS                                   
|----------- |  | ---- |  | ----------------------------------------------------------
|EXHIBIT B   |  |      |  | SCHEDULES                                                 
|EXHIBIT B-1 |  |      |  | AIRCRAFT DELIVERY SCHEDULE                                
|EXHIBIT B-2 |  |      |  | FIRM SPARE ENGINES, PRICE, ESCALATION FORMULA AND DELIVERY
|EXHIBIT C   |  |      |  | PRODUCT SUPPORT PLAN                                      
|EXHIBIT D   |  |      |  | WARRANTIES, GUARANTEES AND SERVICE POLICIES               
|            |  | D-1  |  | V2500 ENGINE AND PARTS SERVICE POLICY                     
|            |  | D-2  |  | V2500 NACELLE AND PARTS SERVICE POLICY                    
|            |  | D-3  |  | V2500 NON-INSTALLATION ITEMS WARRANTY                     
|            |  | D-4  |  | V2500 SPECIFIC CONDITIONS FOR V2500 GUARANTEES            
|            |  | D-5  |  | V2500 RELIABILITY GUARANTEE                               
|            |  | D-6  |  | V2500 FIRST RUN EXHAUST GAS TEMPERATURE GUARANTEE         
|            |  | D-7  |  | V2500 INFLIGHT SHUTDOWN GUARANTEE                         
|            |  | D-8  |  | V2500 REMOTE SITE REMOVAL GUARANTEE                       
|            |  | D-9  |  | V2500 DELAY AND CANCELLATION GUARANTEE                    
|            |  | D-10 |  | V2500 FUEL CONSUMPTION RETENTION GUARANTEE                
|            |  | D-11 |  | V2500 OIL CONSUMPTION RETENTION GUARANTEE                 
|EXHIBIT E   |  |      |  | STANDARD TERMS OF BUSINESS FOR LEASE OF V2500-A5 ENGINES  

3

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THIS CONTRACT is made this 30 day of September 2004

BETWEEN

|IAE INTERNATIONAL AERO ENGINES AG |  | a joint stock company organized and existing under the laws of Switzerland, with a place of business at 400 Main Street, M/S 121-10, East Hartford, Connecticut 06108, USA, (hereinafter called "IAE") and
|--------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ATLANTIC COAST AIRLINES           |  | a corporation organized and existing under the laws of California, whose principal place of business is at 45200 Business Court, Dulles, Virginia, 20166, USA (hereinafter called "ACA").                 

WHEREAS:

NOW
THEREFORE IT IS AGREED AS FOLLOWS:

CLAUSE 1DEFINITIONS

In
this Contract unless the context otherwise requires:-

4

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5

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CLAUSE
2SALE OF FIRM SPARE ENGINES

2.1Intent



6

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2.2Agreement to Purchase



2.3Type Approval and Changes in Specification



Change
Orders shall not be binding on either Party until signed by IAE and ACA but upon being so signed shall constitute amendments to this Contract.



7

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8

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CLAUSE
3SPARE PARTS PROVISIONS

3.2ATA Standards



9

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3.3Initial Provisioning



3.4Change In Initial Provisioning Data



3.5Stocking of Spare Parts



3.6Lead Times



10

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3.7Ordering Procedure



3.8Modifications to Spare Parts



11

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3.9Inspection



3.10Delivery and Packing



3.11Prices



12

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3.12Payment





3.13Purchase by ACA from Others



[***]



13

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[***]





CLAUSE
4WARRANTIES, GUARANTEES AND LIABILITIES

The
Service Policies, Warranties and Guarantees referred to in this Clause 4.2 are hereinafter called the "Warranties". The above Service
Policies, Warranties and Guarantees together form Exhibit D to this Contract.

14

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CLAUSE
5PRODUCT SUPPORT SERVICES

15

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CLAUSE
6MISCELLANEOUS



16

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17

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18

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19

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20

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21

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22

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IN
WITNESS WHEREOF the Parties have caused this Contract to be signed on their behalf by the hands of their authorized officers the day and year first before written:

|For IAE International Aero Engines AG |  |        | 
|------------------------------------- |  | ------ | 
|                                      |  | By:    | 
|                                      |  |        | 
|                                      |  | Name:  | 
|                                      |  |        | 
|                                      |  | Title: | 
|                                      |  |        | 
|In the presence of                    |  |        | 
|                                      |  |        | 
|For Atlantic Coast Airlines           |  |        | 
|                                      |  | By:    | 
|                                      |  |        | 
|                                      |  | Name:  | 
|                                      |  |        | 
|                                      |  | Title: | 
|                                      |  |        | 
|In the presence of                    |  |        | 
|                                      |  |        | 

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EXHIBIT A

V2500 TURBOFAN ENGINE MODEL SPECIFICATIONS

24

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EXHIBIT A-1

Model V2522 - A5 Specification

V2500 TURBOFAN ENGINE MODEL SPECIFICATION

|FAA Commercial Type Certificate E4ONE |  | Model V2522 - A5
Spec. No. IAE S22A5/2
|------------------------------------- |  | --------------------------------------

SEA LEVEL STATIC RATINGS
(See General Notes)

|                          |  | Net
Thrust
lb
|------------------------- |  | -------------
|Take-off Rating (5 min)   |  | [***]        
|Maximum Continuous Rating |  | [***]        

DESCRIPTION

TypeDual
rotor, axial flow, high bypass turbofan, single-stage fan, four-stage low compressor, ten-stage high pressure compressor, annular combustor,
two-stage high pressure turbine, five-stage low pressure turbine.

Installation
Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL
AND OIL

FuelSpecification:    MIL-T-5624,
MIL-T-83133 or ASTM-D-1655
OilSpecification:    MIL-L-23699 Type II
Oil Consumption: Maximum (as measured over a 10-hour period) [***] U.S. gal/hr

STANDARD EQUIPMENT
(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box, Electronic Engine
Control, Dedicated Generator, P4.9 Sensors and Manifold, Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

IGNITION SYSTEM COMPRISING:

Ignition Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

No. 4 Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve Master
Actuator, LP Compressor Bleed Valve Slave Actuator, Variable Stator Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve Solenoids.

25

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ENGINE INDICATING SYSTEM COMPRISING:

Exhaust
Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

OIL SYSTEM COMPRISING:

Oil
Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing Assembly and Element, No. 4 Bearing
Compartment Scavenge Valve, No. 4 Bearing Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

MISCELLANEOUS:

Electrical
EEC HarnessesFan and Core, Nose Spinner, PARTDrains, if intertwined with Engine parts, Airframe Accessory Mounting Pads and Drives, PARTBrackets on
Working Flanges for attachment of Aircraft Equipment and EBU, PARTIDG Piping, where intertwined with Engine Parts.

ADDITIONAL EQUIPMENT

Available at No Additional Cost

Enhanced
Engine Condition Monitoring Instrumentation.

GENERAL NOTES

The
specified Sea Level Static Ratings are ideal and are based on U.S. Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal inlet pressure recovery, no fan or compressor air bleed
or load on accessory drives, a mixed exhaust system having no internal pressure losses and with a mixed primary nozzle velocity coefficient equal to 1.0.

Take-off
rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 40°C
(72°F) ambient temperatures.

Maximum
Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient
temperature.

Maximum
Climb Rating is the maximum thrust approved for normal climb operation.

Maximum
Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless
otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

26

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EXHIBIT A-2

Model V2524-A5 Specification

V2500 TURBOFAN ENGINE MODEL SPECIFICATION

|FAA Commercial Type Certificate E4ONE |  | Model V2524A5
Spec. No. IAE S24A5/2
|------------------------------------- |  | ------------------------------------

SEA LEVEL STATIC RATINGS
(See General Notes)

|                          |  | Net
Thrust
lb |  | 
|------------------------- |  | ------------- |  | 
|Take-off Rating (5 min)   |  | [***]         |  | 
|Maximum Continuous Rating |  | [***]         |  | 

DESCRIPTION

TypeDual
rotor, axial flow, high bypass turbofan, single-stage fan, four-stage low compressor, ten-stage high pressure compressor, annular combustor,
two-stage high pressure turbine, five-stage low pressure turbine.

Installation
Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL
AND OIL

|FuelSpecification: | MIL-T-5624, MIL-T-83133 or ASTM-D-1655                       
|------------------- | -------------------------------------------------------------
|OilSpecification:  | MIL-L-23699 Type II                                          
|Oil Consumption:    | Maximum (as measured over a 10-hour period) [***] U.S. gal/hr

STANDARD EQUIPMENT
(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP
Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box, Electronic Engine Control, Dedicated Generator, P4.9
Sensors and Manifold, Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

IGNITION SYSTEM COMPRISING:

Ignition
Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

No. 4
Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve Master Actuator, LP Compressor Bleed Valve
Slave Actuator, Variable Stator Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve Solenoids.

ENGINE INDICATING SYSTEM COMPRISING:

Exhaust
Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

27

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OIL SYSTEM COMPRISING:

Oil
Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing Assembly and Element, No. 4 Bearing
Compartment Scavenge Valve, No. 4 Bearing Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

MISCELLANEOUS:

Electrical
EEC HarnessesFan and Core, Nose Spinner, PARTDrains, if intertwined with Engine parts, Airframe Accessory Mounting Pads and Drives, PARTBrackets on
Working Flanges for attachment of Aircraft Equipment and EBU, PARTIDG Piping, where intertwined with Engine Parts.

ADDITIONAL EQUIPMENT

Available at No Additional Cost

Enhanced
Engine Condition Monitoring Instrumentation

GENERAL NOTES

The
specified Sea Level Static Ratings are ideal and are based on U.S. Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal inlet pressure recovery, no fan or compressor air bleed
or load on accessory drives, a mixed exhaust system having no internal pressure losses and with a mixed primary nozzle velocity coefficient equal to 1.0.

Take-off
rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 40°C
(72°F) ambient temperatures.

Maximum
Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient
temperature.

Maximum
Climb Rating is the maximum thrust approved for normal climb operation.

Maximum
Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless
otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

28

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EXHIBIT A-3

Model V2527-A5 Specification

V2500 TURBOFAN ENGINE MODEL SPECIFICATION

|FAA Commercial Type Certificate E4ONE |  | Model V2527-A5
Spec. No. IAE S27A5/2
|------------------------------------- |  | ------------------------------------

SEA LEVEL STATIC RATINGS
(See General Notes)

|                          |  | Net Thrust lb
|------------------------- |  | -------------
|Take-off Rating (5 min)   |  | [***]        
|Maximum Continuous Rating |  | [***]        

DESCRIPTION

TypeDual
rotor, axial flow, high bypass turbofan, single-stage fan, four-stage low compressor, ten-stage high pressure compressor, annular combustor,
two-stage high pressure turbine, five-stage low pressure turbine.

Installation
Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL
AND OIL

FuelSpecification:    MIL-T-5624,
MIL-T-83133 or ASTM-D-1655

OilSpecification:    MIL-L-23699
Type II

Oil
Consumption:    Maximum (as measured over a 10-hour period) [***] U.S. gal/hr

STANDARD EQUIPMENT
(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP
Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box, Electronic Engine Control, Dedicated Generator, P4.9
Sensors and Manifold, Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

IGNITION SYSTEM COMPRISING:

Ignition
Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

No. 4
Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve Master Actuator, LP Compressor Bleed Valve
Slave Actuator, Variable Stator Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve Solenoids.

ENGINE INDICATING SYSTEM COMPRISING:

Exhaust
Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

29

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OIL SYSTEM COMPRISING:

Oil
Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing Assembly and Element, No. 4 Bearing
Compartment Scavenge Valve, No. 4 Bearing Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

MISCELLANEOUS:

Electrical
EEC HarnessesFan and Core, Nose Spinner, PARTDrains, if intertwined with Engine parts, Airframe Accessory Mounting Pads and Drives, PARTBrackets on
Working Flanges for attachment of Aircraft Equipment and EBU, PARTIDG Piping, where intertwined with Engine Parts.

ADDITIONAL EQUIPMENT

Available
at No Additional Cost

Enhanced
Engine Condition Monitoring Instrumentation

GENERAL NOTES

The
specified Sea Level Static Ratings are ideal and are based on U.S. Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal inlet pressure recovery, no fan or compressor air bleed
or load on accessory drives, a mixed exhaust system having no internal pressure losses and with a mixed primary nozzle velocity coefficient equal to 1.0.

Take-off
rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 31°C
(56°F) ambient temperatures.

Maximum
Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient
temperature.

Maximum
Climb Rating is the maximum thrust approved for normal climb operation.

Maximum
Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless
otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

30

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EXHIBIT A-4

Model V2533A5 Specification

V2500 TURBOFAN ENGINE MODEL SPECIFICATION

|FAA Commercial Type Certificate E4ONE |  | Model V2533A5
Spec. No. IAE S33A5/2
|------------------------------------- |  | ------------------------------------

SEA LEVEL STATIC RATINGS
(See General Notes)

|                          |  | Net Thrust lb
|------------------------- |  | -------------
|Take-off Rating (5 min)   |  | [***]        
|Maximum Continuous Rating |  | [***]        

DESCRIPTION

TypeDual
rotor, axial flow, high bypass turbofan, single-stage fan, four-stage low compressor, ten-stage high pressure compressor, annular combustor,
two-stage high pressure turbine, five-stage low pressure turbine.

Installation
Drawing No. 4W6199. The Engine Installation Drawing shows the Engine envelope and provides dimensions and data for the engine installation interfaces.

FUEL
AND OIL

FuelSpecification:    MIL-T-5624,
MIL-T-83133 or ASTM-D-1655

OilSpecification:    MIL-L-23699
Type II

Oil
Consumption:    Maximum (as measured over a 10-hour period) [***] U.S. gal/hr

STANDARD EQUIPMENT
(Included in Engine Price)

FUEL SYSTEM AND CONTROL SYSTEM COMPRISING:

LP/HP
Fuel Pump, Fuel Filter Element, Fuel Temperature Sensor, Fuel Diverter/Back to Tank Valve, Fuel Distribution Valve, P2T2 Probe, Relay Box, Electronic Engine Control, Dedicated Generator, P4.9
Sensors and Manifold, Woodward Governor Company Fuel Metering Unit, Fuel Supply Pipe.

IGNITION SYSTEM COMPRISING:

Ignition
Exciter, Igniter Plug, Ignition Lead (2 each).

AIR SYSTEM COMPRISING:

No. 4
Bearing Compartment Heat Exchanger, HP/LP Active Clearance Control Valve, Active Clearance Control Valve Actuator, LP Compressor Bleed Valve Master Actuator, LP Compressor Bleed Valve
Slave Actuator, Variable Stator Vane Actuator, HP Compressor Bleed Valves, HP Compressor Bleed Valve Solenoids.

ENGINE INDICATING SYSTEM COMPRISING:

Exhaust
Gas Temperature (EGT) Thermocouples, EGT Harness and Junction Box.

31

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OIL SYSTEM COMPRISING:

Oil
Tank, Air Cooled Oil Cooler, Fuel Cooled Oil Cooler, Pressure Oil Filter Element, Air Cooled Oil Cooler Modulating Valve, Scavenge Oil Filter Housing Assembly and Element, No. 4 Bearing
Compartment Scavenge Valve, No. 4 Bearing Scavenge Pressure Transducer, IDG Fuel Cooled Oil Cooler.

MISCELLANEOUS:

Electrical
EEC HarnessesFan and Core, Nose Spinner, PARTDrains, if intertwined with Engine parts, Airframe Accessory Mounting Pads and Drives, PARTBrackets on
Working Flanges for attachment of Aircraft Equipment and EBU, PARTIDG Piping, where intertwined with Engine Parts.

ADDITIONAL EQUIPMENT

Available
at No Additional Cost

Enhanced
Engine Condition Monitoring Instrumentation

GENERAL NOTES

The
specified Sea Level Static Ratings are ideal and are based on U.S. Standard Atmosphere 1962 conditions, the specified fuel and oil, an ideal inlet pressure recovery, no fan or compressor air bleed
or load on accessory drives, a mixed exhaust system having no internal pressure losses and with a mixed primary nozzle velocity coefficient equal to 1.0.

Take-off
rating is the maximum thrust certified for take-off operation. Take-off thrust is available at and below ISA + 15°C
(27°F) ambient temperatures.

Maximum
Continuous Rating is the maximum thrust certified for continuous operation. The specified thrust is available at and below ISA + 10°C (18°F) ambient
temperature.

Maximum
Climb Rating is the maximum thrust approved for normal climb operation.

Maximum
Cruise Rating is the maximum thrust approved for normal cruise operation.

Unless
otherwise specified, engines will be supplied with the STANDARD EQUIPMENT listed.

32

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EXHIBIT B

SCHEDULES

ATLANTIC
COAST AIRLINES DELIVERY SCHEDULE

33

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EXHIBIT B-1

AIRCRAFT
DELIVERY SCHEDULE FOR ATLANTIC COAST AIRLINES

CIT
Leased Aircraft
A319 Firm Aircraft powered by V2524-A5 Propulsion Systems

|Quantity |  | Delivery Date
|-------- |  | -------------
|1        |  | [***]        
|1        |  | [***]        
|1        |  | [***]        
|1        |  | [***]        

ILFC
Leased Aircraft
A319 Firm Aircraft powered by V2524-A5 Propulsion Systems

|Quantity |  | Delivery Date
|-------- |  | -------------
|2        |  | [***]        
|2        |  | [***]        
|2        |  | [***]        
|2        |  | [***]        

A319
Firm Aircraft powered by V2524-A5 Propulsion Systems

|Quantity |  | Delivery Date
|-------- |  | -------------
|1        |  | [***]        
|2        |  | [***]        
|2        |  | [***]        
|2        |  | [***]        
|1        |  | [***]        
|2        |  | [***]        
|2        |  | [***]        
|2        |  | [***]        
|1        |  | [***]        

Option Aircraft

ACA has the right under the Airbus Purchase Agreement to purchase up to fifty (50) Option Aircraft which may be A319 Aircraft powered by
V2524-A5 Propulsion Systems or V2522-A5 Propulsion Systems, A320 Aircraft powered by V2527-A5 Propulsion Systems, A321 Aircraft powered by V2533-A5
Propulsion Systems or any combination thereof, provided all such Option Aircraft are purchased and delivered prior to [***] subject to delays that may arise in such delivery as
contemplated in the Aircraft Purchase Agreement. As of the date of this Agreement ACA has exercised its option to
purchase the first Option Aircraft (to be powered by V2524-A5 Propulsion Systems), which is now scheduled for delivery in [***].

34

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EXHIBIT B-2

FIRM SPARE ENGINES, PRICE,

ESCALATION FORMULA AND DELIVERY

Spare Engine Delivery Schedule for Atlantic Coast Airlines

|Quantity |  | Model    |  | Delivery Date |  | Base Price |  | ([***]$)
|-------- |  | -------- |  | ------------- |  | ---------- |  | --------
|2        |  | V2524-A5 |  | [***]         |  | [***]      |  |         
|1        |  | V2524-A5 |  | [***]         |  | [***]      |  |         
|1*       |  | V2524-A5 |  | [***]         |  | [***]      |  |         

[***]

The
unit base price in July 2003 dollars of a new spare engine, for delivery ex works IAE point of manufacture prior to December 31, 2008 is set out below:

|V2522-A5 |  |  |  |  |  | [***] |  | 
|-------- |  |  |  |  |  | ----- |  | 
|V2524-A5 |  |  |  |  |  | [***] |  | 
|V2527-A5 |  |  |  |  |  | [***] |  | 
|V2533-A5 |  |  |  |  |  | [***] |  | 

IAE
acknowledges and agrees that to the extent the Aircraft delivery schedule under Exhibit B-1 is amended to reflect any and all revised delivery months for Aircraft,
or the cancellation of the delivery of Aircraft, as applicable, as agreed between ACA and AVSA, ACA and IAE will meet within a reasonable time period thereafter to discuss any reasonable changes as
mutually agreed that are required to be made under Exhibit B-2 to the Spare Engine Delivery Schedule for the delivery dates of Firm Spare Engines listed thereunder.

IAE ESCALATION FORMULA

| |  | Pi  |  | = |  | (Pb + F) x CPI where:                                                                     
| |  | --- |  | - |  | ------------------------------------------------------------------------------------------
| |  | Pi  |  | = |  | the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar           
| |  | Pb  |  | = |  | unit base price or other sum                                                              
| |  | F   |  | = |  | [***] (N) (Pb), rounded to the nearest U.S. Dollar                                        
| |  | N   |  | = |  | The calendar year of scheduled engine delivery or other date of determination, minus [***]
| |  | CPI |  | = |  | [***])                                                                                    
| |  | L   |  | = |  | Labor Ratio defined below                                                                 
| |  | M   |  | = |  | Material Ratio defined below                                                              



35

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36

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EXHIBIT C

PRODUCT SUPPORT PLAN

37

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PRODUCT SUPPORT

FOR THE

V2500 ENGINE

IAE INTERNATIONAL AERO ENGINES AG

Issue No. 7

38

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TABLE OF CONTENTS

|1. |  | INTRODUCTION                                     |  | 40
|-- |  | ------------------------------------------------ |  | --
|2. |  | CUSTOMER SUPPORT                                 |  | 40
|   |  | 2.1    Customer Support Manager                  |  | 40
|   |  | 2.2    Customer Support Representatives          |  | 41
|   |  | 2.3    Customer Training                         |  | 41
|   |  | 2.4    Engine Maintenance Management             |  | 43
|   |  | 2.5    Operations Monitoring                     |  | 43
|   |  | 2.6    Special Programs                          |  |   
|3. |  | BUSINESS SUPPORT                                 |  | 44
|   |  | 3.1    Engine Warranty Services                  |  | 44
|   |  | 3.2    Maintenance Center Support                |  | 44
|   |  | 3.3    Maintenance Facilities Planning Service   |  | 45
|   |  | 3.4    Engine Reliability and Economic Forecasts |  | 45
|   |  | 3.5    Logistics Support Studies                 |  | 45
|   |  | 3.6    Lease Engine Program                      |  | 45
|4. |  | TECHNICAL SERVICES                               |  | 46
|   |  | 4.1    Technical Services                        |  | 46
|   |  | 4.2    Powerplant Maintenance                    |  | 47
|   |  | 4.3    Customer Performance                      |  | 48
|   |  | 4.4    Diagnostic Systems                        |  | 48
|   |  | 4.5    Human Factors                             |  | 49
|   |  | 4.6    Flight Operations                         |  | 49
|   |  | 4.7    Repair Services                           |  | 50
|   |  | 4.8    Tooling and Support Equipment Services    |  | 50
|   |  | 4.9    Product Support Technical Publications    |  | 51
|5. |  | SPARE PARTS                                      |  | 53
|   |  | 5.1    Spare Parts Support                       |  | 53

39

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1.0INTRODUCTION



2.0CUSTOMER SUPPORT

2.1CUSTOMER SUPPORT MANAGER





40

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2.2CUSTOMER SUPPORT REPRESENTATIVES



2.3Customer Training:



41

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Additional
courses are available in Borescope utilization and Engine Conditioning Monitoring (ECM)

42

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2.4ENGINE MAINTENANCE MANAGEMENT



2.5SPECIAL PROGRAMS



43

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3.0BUSINESS SUPPORTThe Business Support Group is dedicated to providing prompt and accurate assistance to you, our V2500
airline customer. This Group provides the following categories of assistance and support to the V2500 airline customer:



3.1ENGINE WARRANTY SERVICES



3.2MAINTENANCE CENTER SUPPORT



44

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3.3MAINTENANCE FACILITIES PLANNING SERVICE





3.4ENGINE RELIABILITY AND ECONOMIC FORECASTS



3.5LOGISTICS SUPPORT STUDIES



3.6LEASE ENGINE PROGRAM



45

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4.0TECHNICAL SERVICES

4.1TECHNICAL SERVICES



46

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4.2POWERPLANT MAINTENANCE



47

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4.3CUSTOMER PERFORMANCE





4.4DIAGNOSTIC SYSTEMS



48

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4.5HUMAN FACTORS



4.6FLIGHT OPERATIONS





49

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4.7REPAIR SERVICES



4.8TOOLING AND SUPPORT EQUIPMENT SERVICES



50

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4.9TECHNICAL PUBLICATIONS



51

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52

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5.0.SPARE PARTS

5.1SPARE PARTS SUPPORT



53

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54

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55

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EXHIBIT D

WARRANTIES, GUARANTEES AND SERVICE POLICIES

56

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EXHIBIT D-1

V2500 ENGINE AND PARTS SERVICE POLICY

57

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IAE

INTERNATIONAL AERO ENGINES AG

V2500 ENGINE AND PARTS SERVICE POLICY

58

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IAE

INTERNATIONAL AERO ENGINES AG

V2500 ENGINE AND PARTS SERVICE POLICY

This
Engine and Parts Service Policy ("Service Policy") is a statement of the terms and conditions under which IAE International Aero Engines AG ("IAE") will grant the Operators of new V2500 Engines
certain Credit Allowances and adjustments in the event that Parts of such Engines suffer Failure in Commercial Aviation Use, or in the event that a Parts Life Limit is established or reduced. This
Service Policy becomes effective for the Operator's first new purchased or leased V2500 Engine.

This Service Policy is divided into seven sections:Section I

describes the Credit Allowances which will be granted should the Engine suffer a Failure.Section II

describes the Credit Allowances which will be granted should a Primary Part suffer a Failure.Section III

lists the Class Life for those Primary Parts for which Credit Allowances will be granted.Section IV

describes the Credit Allowances which will be granted should the establishment or reduction of a Parts Life Limit be mandated.Section V

describes the Credit Allowances and adjustments which will be granted should IAE declare a Campaign Change.Section VI

contains the definitions of certain words and terms used throughout this Service Policy. These words and terms are identified in the text of this Service Policy by the use of initial capital letters for such words and terms.Section VII

contains the general conditions governing the application of this Service Policy.


59

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A.First Run Engine, Module and Part



B.Extended First Run Engine, Module and Part





60

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C.Engine or Module Failure Credit Allowances Illustration



A.Primary Parts Other Than First Run Parts or Extended First Run Parts





61

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B.Primary Parts Credit Allowances Illustration



CLASS A (4,000 HOURS PARTS TIME)



62

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CLASS B (8,000 HOURS PARTS TIME)



CLASS C (20,000 HOURS PARTS TIME FOR DAMAGE
20,000 PARTS CYCLES FOR LIFE LIMIT REDUCTION)



A.A Parts Life Limit is as defined in Section VI (S).

B.Credit Allowances





63

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C.Parts Life Limit Credit Allowances Illustrations

64

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C.Campaign Change Credit Allowances Illustration



D.Optional Credit Allowances and Adjustments



65

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66

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| | P=a. |  | For a Part Scrapped because of Direct Damage, Resultant Damage or a Parts Life Limit being established, the IAE catalog price of the specific Part number Scrapped and escalated as required at the time of either the Engine removal or Part removal,
whichever occurs sooner, or
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b.   |  | For replacement, addition or deletion of a Part because of a Campaign Change, the IAE catalog price of the replacement Part specified in the Campaign Change current at the time of replacement.                                                                                  
| | T=a. |  | For a Primary Part which has suffered Direct Damage or Resultant Damage, the actual Parts Time on the Part minus [***]                                                                                                                                                            
| | b.   |  | For a Class A or Class B Primary Part for which a Parts Life Limit is established, the actual Parts Time on the Part [***], or the Parts Life Limit minus [***], whichever is greater, or                                                                                         
| | c.   |  | For replacement, addition or deletion of a Part because of a Campaign Change, when such a Part has more than [***], Parts Time but less than [***], Parts Time, the actual Parts Time on the Part.                                                                                
| | C=   |  | For a Class C Primary Part for which a Parts Life Limit is established which is less than [***] Total Parts Cycles, the greater of either:                                                                                                                                        
| |      |  | a.                                                                                                                                                                                                                                                                                
| |      |  | b.                                                                                                                                                                                                                                                                                

67

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68

---







69

---





The
following general conditions govern the application of this Service Policy:







70

---







71

---





72

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EXHIBIT D-2

V2500 NACELLE AND PARTS SERVICE POLICY

73

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IAE

INTERNATIONAL AERO ENGINES AG

V2500 NACELLE AND PARTS SERVICE POLICY

74

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IAE

INTERNATIONAL AERO ENGINES AG

V2500 NACELLE AND PARTS SERVICE POLICY

This Nacelle and Parts Service Policy (Service Policy) is a statement of the terms and conditions under which IAE International Aero Engines AG ("IAE") will grant
the Operators of its V2500 Nacelles certain Allowances and adjustments in the event that Parts of such Nacelles suffer Failure in service.

This
Service Policy is divided into four sections:

Section I
describes the Allowances and adjustments which will be granted should the Nacelle or Part(s) suffer a Failure.Section II
describes the Allowances and adjustments which will be granted when IAE declares a Campaign Change.Section III
contains the definitions of certain words and terms used throughout this Service Policy. These words and terms are identified in the text of this Service Policy by the use of initial capital letters for such words and terms.Section IV
contains the general conditions governing the application of this Service Policy.


75

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76

---





77

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| |  | a. |  | [***] percent Labor Allowance = | H × R  
| |  | -- |  | ------------------------------- | -------
| |  | b. |  | [***] percent Labor Allowance = | H × R
2
| |  | c. |  | Pro rata Labor Allowance =      | [***]  



| |  | P = | for a Part Scrapped because of Direct Damage or Resultant Damage, the IAE commercial price of the Part Scrapped current at the time of either the Nacelle removal or Part removal, whichever occurs sooner, or
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     | for replacement of Parts because of a Campaign Change, the IAE price of the replacement Part specified in the Campaign Change current at the time of notification to the Operator of the Campaign Change.     
| |  | T = | actual Parts Time hours on a Part which has suffered Direct Damage or Resultant Damage or the Parts Life Limit as established for the Part.                                                                   
| |  | H = | the man-hours required to accomplish the work as established in writing by IAE.                                                                                                                               
| |  | R = | the labor rate, expressed in dollars per hour, which will be determined as follows:                                                                                                                           



78

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Model No.

Specification No.

Specification DateV2500

IAE-0004

1988




79

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80

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81

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82

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EXHIBIT D-3

V2500 WARRANTY FOR SPECIAL TOOLS AND GROUND EQUIPMENT

83

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EXHIBIT D-4

V2500 GUARANTEESSPECIFIC CONDITIONS

84

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EXHIBIT D-5

V2500 RELIABILITY (SHOP VISIT) GUARANTEE



A.Period of Guarantee



B.Eligible Engines



C.Eligible Shop Visits



85

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D.Reporting of Engine Shop Visits and Engine Flight Hours



E.Credit Allowance Calculation





86

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EXHIBIT D-6

V2500
FIRST RUN EXHAUST GAS TEMPERATURE GUARANTEE



A.Period of Guarantee



B.Eligible Engines



C.Restoration of Installed Engine



D.Calibration of Removed Engine



E.Reporting of Excess EGT Exceedance Engine Removals



87

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F.Credit Allowance Calculation





88

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EXHIBIT D-7

V2500
INFLIGHT SHUTDOWN GUARANTEE



A.Period of Guarantee



B.Eligible Engines



C.Eligible Inflight Shutdowns



D.Reporting of Eligible Inflight Shutdowns and Eligible Engine Flight Hours



89

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E.Credit Allowance Calculation



The Credit Allowance = (AI-GI) × [***] U.S. DollarsWhere:AI

=

Total Eligible Inflight Shutdowns during the period of the calculation;GI

=

([***]/1,000) × total Engine flight hours accumulated on Eligible Engines during the period of the calculation.




90

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EXHIBIT D-8

V2500
REMOTE SITE REMOVAL GUARANTEE



A.Period of Guarantee



B.Eligible Engines



C.Eligible Remote Site Removals



D.Reporting of Eligible Remote Site Removals and Eligible Engine Flight Hours



91

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E.Credit Allowance Calculation





92

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EXHIBIT D-9

DELAY & CANCELLATION GUARANTEE



A.Period of Guarantee



B.Eligible Engines



C.Eligible Delay



D.Eligible Cancellation



93

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E.Departure



F.Reporting of Eligible Delays and Cancellations and Aircraft Departures



G.Credit Allowance Calculation



94

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95

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EXHIBIT D-10

V2500 FUEL CONSUMPTION RETENTION GUARANTEE



A.Period of Guarantee



B.Anniversary Date



C.Period of Calculation



D.Eligible Engines



E.Fuel Consumption Measurement



96

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F.Base Fuel Flow



G.Cruise Fuel Flow



H.Engine Cruise Fuel Flow Deterioration



I.Fleet Average Cruise Fuel Consumption Deterioration



97

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J.Operational Data





K.Excess Fuel Consumption Credit Calculation





98

---



EXHIBIT D-11

V2500 OIL CONSUMPTION RETENTION GUARANTEE



A.Period of Guarantee



B.Eligible Engines



C.Reporting of Oil Consumption



D.Credit Allowance Calculation



99

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| |  | Credit Allowance = (AR-GR) X Oil Costs
| |  | --------------------------------------
| |  | where:                                
| |  | AR                                    
| |  | GR                                    
| |  | Oil Cost                              



100

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|[LOGO] |  | International
Aero Engines
|------ |  | --------------------------

September 30,
2004

Mr. Steven
Westberg
Vice President Business Development
Atlantic Coast Airlines
45200 Business Court
Dulles, Virginia 20166

|Subject: |  | Side Letter No. 1 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Atlantic Coast Airlines ("ACA") dated September 30, 2004
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Dear
Mr. Westberg:

We
refer to the V2500-A5 General Terms of Sale bearing reference marks O:ACA/GTA dated September 30, 2004 between IAE International Aero Engines AG ("IAE") and
Atlantic Coast Airlines ("ACA"), such contract being hereinafter referred to as the "Contract." Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter
No. 1 shall have the same meaning given to them in the Contract.

This
Side Letter No. 1 provides for certain financial assistance from IAE to ACA in support of the integration of the Firm Aircraft and Leased Aircraft into its fleet. IAE and ACA
agree that this Side Letter No. 1 constitutes an integral, nonseverable part of the Contract, that the provisions of the Contract are incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of the Contract except that if the Contract and this Side Letter have provisions that are inconsistent, the provisions of this Side Letter will prevail.

1.Confirmation of Agreement to Acquire Aircraft and Engines

1.1Confirmation of Agreement to Purchase Aircraft



1.2Agreement to Purchase Spare Engines



1

---





2.Fleet Introductory Assistance Credit



2

---











3

---







8.Engine Condition Monitoring Assistance



9.Fleet Hour Agreement



10.Delays and Cancellations Under Aircraft Purchase Agreement





4

---







5

---





6

---





7

---









8

---













9

---





|Yours faithfully,
for IAE INTERNATIONAL AERO ENGINES AG |  | Agreed and accepted on behalf of:
ATLANTIC COAST AIRLINES
|------------------------------------------------------- |  | ---------------------------------------------------------
|By                                                      |  |                                                          
|Title                                                   |  |                                                          
|Date                                                    |  |                                                          

10

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APPENDIX 1



Lo



Lo



11

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[LOGO]

September 30,
2004

Mr. Steven
Westberg
Vice President Business Development
Atlantic Coast Airlines
45200 Business Court
Dulles, Virginia 20166

|Subject: |  | Side Letter No. 2 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Atlantic Coast Airlines ("ACA") dated September 30, 2004
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Gentlemen:

We
refer to the V2500-A5 General Terms of Sale bearing reference marks O:ACA/GTA dated September 30, 2004 between IAE International Aero Engines AG ("IAE") and Atlantic Coast
Airlines ("ACA"), such contract being hereinafter referred to as the "Contract." Unless expressly stated to the contrary, and to the extent possible, terms used in this Side Letter No. 2 shall
have the same meaning given to them in the Contract.

This
Side Letter No. 2 provides for certain enhanced support for the Firm Aircraft. IAE and ACA agree that this Side Letter No. 2 constitutes an integral, nonseverable part of the
Contract, that the provisions of the Contract are incorporated herein by reference, and that this Side Letter will be
governed by the provisions of the Contract except that if the Contract and this Side Letter have provisions that are inconsistent, the provisions of this Side Letter will prevail.

1.V2500 Engine and Parts Service Policy



2.Customer Support









1

---







Except
as expressly amended by this Side Letter No. 2, all provisions of the Contract remain in full force and effect.

|Yours faithfully,
for IAE INTERNATIONAL AERO ENGINES AG |  | Agreed and accepted on behalf of:
ATLANTIC COAST AIRLINES
|------------------------------------------------------- |  | ---------------------------------------------------------
|By                                                      |  |                                                          
|                                                        |  |                                                          
|Title                                                   |  |                                                          
|                                                        |  |                                                          
|Date                                                    |  |                                                          
|                                                        |  |                                                          

2

---



EXHIBIT A

|Publication
Reference/Format |  | Publication Title and Contents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Revision
Frequency |  | Quantity
|---------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ |  | --------
|CDROM-V2500-1IA              |  | Engine Overhaul DataE-V2500-1IAEngine Manual
T-V2500-1IATime Limits Manual
CMM-EHC-V2500-1IACMM Electrical Harnesses
CMM-FN-V2500-1IACMM Fuel Nozzles
CMM-MECH-V2500-1IACMM Miscellaneous Mechanical
CMM-THD-V2500-1IACMM Tubes, Hoses & Ducts
PCI-V2500-1IAOverhaul Processes & Consumables Index
SPP-V2500-1IAStandard Practices & Processes Manual
S-V2500-1IAIllustrated Parts Catalogue IPC (V2500-A1)
S-V2500-2IAIPC (V2500-A5-2530) (Lucas FMU)
S-V2500-2IBIPC (V2500-A5-2530) (Woodward FMU)
S-V2500-5IAIPC(V2500-A5-2533) (Lucas FMU)
S-V2500-5IBIPC (V2500-A5-2533) (Woodward FMU)
S-V2500-6IAIPC (V2500-A5-2522/2524) (Lucas FMU)
S-V2500-6IBIPC (V2500-A5-2522/2524) (Woodward FMU)
S-V2500-7IAIPC (V2500-A5-2527) (Lucas FMU)
S-V2500-7IBIPC (V2500-A5-2527) (Woodward FMU)
Service Bulletin Index & All Service Bulletins |  | Triannual          |  | [***]   
|CDROM-V2500-NAC-1IA          |  | Nacelle DataCMM-CN-V2500-3IANCMM- Common Nozzle
CMM-AM-V2500-3IANCMM- Aft Engine Mount
CMM-FM-V2500-3IANCMM- Fwd Engine Mount
CMM-TC-V2500-3IANCMM- Tail Cone Assembly
CMM-TR-V2500-3IANCMM- Thrust Reverser
CMM-FC-V2500-3IANCMM- Fan Cowl Doors
CMM-AIC-V2500-3IANCMM- Air Intake Cowl
PSR-V2500-3IAPP Structural Repair Manual                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Triannual          |  | [***]   
|CDROM-V2500-ANC              |  | V2500 Miscellaneous ManualsITE-V2500-1IAIllustrated Tools & Equipment Manual
FE-V2500-IIAFacilities Equipment Manual
SEI-V2500-1IASupport Equipment Numerical Index
FP-V2500-1IAFacilities Planning Manual
A1/A5/D5 WIRING LISTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | As required        |  | [***]   
|TPI / Email                  |  | Technical Publications Index                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Triannual          |  | N/.A    
|OI -1IA / Paper              |  | Operating Instructions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | As required        |  | [***]   
|SBs / Email                  |  | Engine and Nacelle Service Bulletins                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | As required        |  | N/A     
|SBMR / Email                 |  | Service Bulletins Monthly Reports                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Monthly            |  | N/A     

REMARKS:



3

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[LOGO]

December 3,
2004

Mr. Steven
Westberg
Vice President Business Development
Independence Air, Inc.
(f/k/a Atlantic Coast Airlines)
45200 Business Court
Dulles, Virginia 20166

|Subject: |  | Side Letter No. 3 to the V2500-A5 General Terms of Sale between IAE International Aero Engines AG and Atlantic Coast Airlines ("ACA") dated September 30, 2004
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Gentlemen:

We
refer to the V2500-A5 General Terms of Sale bearing reference marks O:ACA/GTA dated September 30, 2004 between IAE International Aero Engines AG ("IAE") and Atlantic Coast
Airlines (now known as Independence Air, Inc., and referred to herein as "ACA"), such contract being hereinafter referred to as the "Contract." Unless expressly stated to the contrary, and to
the extent possible, terms used in this Side Letter No. 3 shall have the same meaning given to them in the Contract.

This
Side Letter No. 3 amends certain provisions of the Contract as set forth below.





This
Side Letter No. 3, as well as the Contract to which it applies, shall not constitute part of the V2500 Finance Letter Agreement, which V2500 Finance Letter Agreement shall be a separate
and independent contract of financial accommodation.

1

---



Except
as expressly amended by this Side Letter No. 3, all provisions of the Contract remain in full force and effect.

|Yours faithfully,
for IAE INTERNATIONAL AERO ENGINES AG |  | Agreed and accepted on behalf of:
INDEPENDENCE AIR, INC.
(formerly known as Atlantic Coast Airlines)
|------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------
|By                                                      |  |                                                                                                     
|                                                        |  |                                                                                                     
|Title                                                   |  |                                                                                                     
|                                                        |  |                                                                                                     
|Date                                                    |  |                                                                                                     
|                                                        |  |                                                                                                     

2

---



STANDARD TERMS

OF BUSINESS

FOR LEASE OF

V2500® ENGINES

BETWEEN

IAE INTERNATIONAL AERO ENGINES AG

AND

ATLANTIC COAST AIRLINES

1

---



INDEX

|RECITALS  |  |                                                          
|--------- |  | ---------------------------------------------------------
|CLAUSE 1  |  | DEFINITIONS                                              
|CLAUSE 2  |  | PREVIOUS UNDERSTANDINGS AND EXCLUSION OF OTHER PROVISIONS
|CLAUSE 3  |  | FORMATION OF CONTRACTS                                   
|CLAUSE 4  |  | DELIVERY                                                 
|CLAUSE 5  |  | PERIOD OF LEASE                                          
|CLAUSE 6  |  | RE-DELIVERY TO THE LESSOR                                
|CLAUSE 7  |  | DELAY                                                    
|CLAUSE 8  |  | TITLE AND RISK OF LOSS OR DAMAGE                         
|CLAUSE 9  |  | COVENANTS OF THE LESSEE                                  
|CLAUSE 10 |  | SECURITY DEPOSIT AND CHARGES                             
|CLAUSE 11 |  | PAYMENT                                                  
|CLAUSE 12 |  | PATENTS                                                  
|CLAUSE 13 |  | WARRANTY                                                 
|CLAUSE 14 |  | ADDITIONAL LEVIES                                        
|CLAUSE 15 |  | INSURANCE                                                
|CLAUSE 16 |  | TERMINATION                                              
|CLAUSE 17 |  | NON-ASSIGNMENT                                           
|CLAUSE 18 |  | DURATION                                                 
|CLAUSE 19 |  | HEADINGS                                                 
|CLAUSE 20 |  | EXHIBITS                                                 
|CLAUSE 21 |  | NOTICES                                                  
|CLAUSE 22 |  | AMENDMENT                                                
|CLAUSE 23 |  | LAW; FORUM; WAIVER OF TRIAL BY JURY                      
|CLAUSE 24 |  | NEGATION OF WAIVER                                       
|CLAUSE 25 |  | CONSTRUCTION OF THIS AGREEMENT                           
|CLAUSE 26 |  | COUNTERPARTS                                             
|EXHIBIT A |  | RESPONSE FROM LESSOR                                     
|EXHIBIT B |  | ACCEPTANCE OF LESSOR'S OFFER                             
|EXHIBIT C |  | INSURANCE REQUIREMENTS                                   
|EXHIBIT D |  | ACCEPTANCE CERTIFICATE                                   

2

---



STANDARD TERMS OF BUSINESS FOR

LEASE OF V2500® ENGINES

THIS
AGREEMENT is made this 30th day of September 2004

BETWEEN

|IAE INTERNATIONAL AERO ENGINES AG |  | a joint stock company organized and existing under the laws of Switzerland, with a place of business at IAE Building, 400 Main Street, M/S 121-10, East Hartford, Connecticut, 06108, USA, (hereinafter variously called "IAE" and "Lessor");
and
|--------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ATLANTIC COAST AIRLINES           |  | a corporation organized and existing under the laws of California, with a principal place of business at 45200 Business Court, Dulles, Virginia 20166, USA (hereinafter called the "Lessee") of the other part.                                  

WHEREAS:

The
Lessee has decided to operate Airbus A320 family aircraft to be powered by IAE V2500® Propulsion Systems, and the Lessee may from time to time wish to lease IAE V2500® aero
engines, or other items relating to IAE V2500 aero engines, from the Lessor in support of such operation. The parties wish to record their agreement in respect of such leases.

NOW
THEREFORE IT IS AGREED AS FOLLOWS:

CLAUSE
1 DEFINITIONS

In
this Agreement unless the context otherwise requires:



3

---





CLAUSE
2 PREVIOUS UNDERSTANDINGS AND EXCLUSION OF OTHER PROVISIONS



CLAUSE
3 FORMATION OF CONTRACTS



4

---







CLAUSE
4 DELIVERY



5

---





CLAUSE
5 PERIOD OF LEASE



CLAUSE
6 RE-DELIVERY TO THE LESSOR





CLAUSE
7 DELAY



CLAUSE
8 TITLE AND RISK OF LOSS OR DAMAGE



6

---





CLAUSE
9 COVENANTS OF THE LESSEE



7

---





8

---





CLAUSE
10 SECURITY DEPOSIT AND CHARGES



9

---









10

---





CLAUSE
11 PAYMENT





CLAUSE
12 INTELLECTUAL PROPERTY



11

---





CLAUSE
13 WARRANTY



12

---





CLAUSE
14 ADDITIONAL LEVIES



CLAUSE
15 INSURANCE



13

---





CLAUSE
16 TERMINATION



14

---





CLAUSE
17 NON-ASSIGNMENT



CLAUSE
18 DURATION



CLAUSE
19 HEADINGS



CLAUSE
20 EXHIBITS



CLAUSE
21 NOTICES



15

---





CLAUSE
22 AMENDMENT



CLAUSE
23 LAW; FORUM



CLAUSE
24 NEGATION OF WAIVER



16

---





CLAUSE
25 CONSTRUCTION OF THIS AGREEMENT



CLAUSE
26 COUNTERPARTS



IN
WITNESS hereof the parties hereto have caused this Agreement to be signed on their behalf by the hands of their authorized officers the day and year first above written.

|For IAE INTERNATIONAL
AERO ENGINES AG |  | Agreed and Accepted
ATLANTIC COAST AIRLINES
|------------------------------------- |  | -------------------------------------------
|                                      |  |                                            
|Name                                  |  | Name                                       
|                                      |  |                                            
|Title                                 |  | Title                                      
|                                      |  |                                            
|Date                                  |  | Date                                       

17

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EXHIBIT A

FORM OF RESPONSE FROM LESSOR

To:
The Lessee



1.

The engine specifics are as follows:Engine Make

V2500®Engine ModelEngine Serial NumberRated Horsepower

750 or more3.

The date of availability Ex Works (INCOTERMS 2000) is . . . . . . .4.

The delivery point will be Ex Works (INCOTERMS 2000) . . . . . . .5.

The charges are:5.1

per day;5.2

per take-off; and5.3

per running hour.6.

The period of lease is . . . . . . days7.

The re-delivery point will be CIP (INCOTERMS 2000) . . . . .8.

The Agreed Value is . . . . . . . . . .9.

There are no/the following special conditions:


|Regards,
For IAE INTERNATIONAL AERO ENGINES AG |  |     
|---------------------------------------------- |  | ----
|                                               |  |     
|Name                                           |  | Date
|                                               |  |     
|Title                                          |  |     

18

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EXHIBIT B

FORM OF ACCEPTANCE OF LEASE

|To:      |  | Lessor                       
|-------- |  | -----------------------------
|Subject: |  | Emergency Lease of Engine No.

Lessee
agrees to lease from Lessor the IAE V2500® aero engine described in Lessor's Response dated . . . . . . . . . . pursuant to the Standard Terms of Business for Lease of
V2500 Engines dated . . . . . . . . . which we have in our possession and the details set forth in Lessor's Response dated . . . . . . . . . .

|Agreed to and accepted on behalf of: |  | 
|------------------------------------ |  | 
|ATLANTIC COAST AIRLINES              |  | 
|                                     |  | 
|Name                                 |  | 
|                                     |  | 
|Title                                |  | 
|                                     |  | 
|Date                                 |  | 

19

---



EXHIBIT C

Form
of Certificate of Insurance

|To: |  | IAE International Aero Engines AG400 Main Street, M/S 121-10
East Hartford, Connecticut 06108, USA and
|--- |  | ------------------------------------------------------------------------------------------------------
|    |  | IAE INSURANCE BROKERCare of 400 Main Street, M/S 121-10
East Hartford, Connecticut 06108, USA.        

Reference
[                ]

THIS IS TO CERTIFY that as Insurance Brokers we have effected insurance with UNDERWRITERS and CERTAIN INSURANCE COMPANIES on behalf of

|[     |  |     ]
|------ |  | ------

covering
their fleet of aircraft against the following risks and up to the limits stated whilst operating anywhere in the World, but in respect of War and Allied Perils described below, excluding
[                ].

The
policies referred to above are for a period which expires at midnight on [                ], Local
Standard Time.

It
is further certified that the Insurers have been advised of the attachment of the followingEquipmentto the insurance coverage as evidenced above:-



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And,
in respect thereof, from theEffective Dateand whilst theEquipmentis the insurance
responsibility of [                ], Insurers have agreed the following Endorsements:-

It
is noted that theContract Party(ies)has an interest in respect of theEquipmentunder the Contract(s).
Accordingly, with respect to losses occurring during the period from theEffective Dateuntil the expiry of the Insurance or until the expiry or agreed termination of theContract(s)or until the obligations under the Contract(s)are
terminated by any action of the Insured or theContract Party(ies), whichever shall
first occur, in respect of the said interest of the Contract Party(ies), and in consideration of theAdditional Premium, it is confirmed that the
Insurance afforded by the Policy is in full force and effect and it is further agreed that the following provisions are specifically endorsed to the Policy:



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EXCEPT
AS SPECIFICALLY VARIED OR PROVIDED BY THE TERMS OF THIS ENDORSEMENT:-

In
addition in respect of the Contract(s) we have agreed to include the following special provisions:-

Under the Hull, Hull War and Aircraft Spares Insurances

Insurers
have agreed to include a 50/50 Claim Funding arrangement in accordance with AVS.103.

The
Insurance shall include the Equipment for the Agreed Value while fitted to or forming part of an aircraft owned or operated by the Insured in addition to the agreed value of such an aircraft.

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Under the Hull Insurance

A
deductible of [                ] is applicable in respect of the Equipment (other than its
total loss, constructive total loss, or arranged total loss).

Under the Spares Insurance

A
deductible of [                ] each claim is applicable but engine damage arising whilst undergoing test
running shall be subject to the deductible of [                ] each loss.

[*Reinsurance

In
respect of Reinsurance to include the following "Cut Through Clause":

"The
Reinsurers hereby agree (at the request and with the agreement of the Reinsured) that, in the event of any valid claim arising hereunder, the Reinsurers shall, in lieu of payment to the Reinsured
its successors in interest and assigns, pay to the person named as loss payee under the original insurance
effected by the Insured that portion of any loss in respect of the Equipment for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and
agreed that any such payment shall fully discharge and release Reinsurers from any and all further liability in connection with such claim.

The
Reinsurers reserve the right to set off against any claim payable hereunder in accordance with this clause any outstanding premiums due on the reinsurance in respect of the Equipment.

Payment
shall be made under the reinsurance notwithstanding any bankruptcy, insolvency, liquidation or dissolution of the Reinsured and/or that the Reinsured has made no payment under the original
insurance policies.

It
is a condition that the provisions of this clause shall not operate in contravention of the laws, statutes or decrees of the Government of the country of domicile of the Reinsured."*]

SUBJECT
TO POLICY TERMS CONDITIONS LIMITATIONS AND EXCLUSIONS.

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EXHIBIT D

|To: |  | IAE International Aero Engines AG400 Main Street, M/S 121-10
East Hartford, Connecticut 06108 USA
|--- |  | -------------------------------------------------------------------------------------------------

Reference
is made to the Contract created by the Offer to Lease made by Lessor to Atlantic Coast Airlines ["Atlantic Coast Airlines"] dated
[    ] and the Acceptance of the Offer to Lease given by ['SHORTNAME'] to Lessor dated [    ]
("Contract") between Lessor and ["SHORTNAME"], regarding IAE International Aero Engines AG [*                        *]Engine, Manufacturer's Serial Number[*    
*]("Engine").

The
Lessee hereby certifies that:

SIGNEDthe[* *]day of[*
            ]20[ *]

For
and on behalf of ATLANTIC COAST AIRLINES

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