LAW OFFICES 

### PIERRE MURPHY SUITE 590 1200 NEW HAMPSHIRE AVENUE, NW WASHINGTON, D.C. 20036
TELEPHONE: (202) 776-3980 TELECOPIER: (202) 776-3975 August 19, 2014



### VIAEMAIL (ORIGINAL VIA OVERNIGHTDELIVERY) Attn: LauralynRemo Chief Attn: Catherine O'Toole Analyst AirCarrierFitnessDivision, X-56 US DepartmentofTransportation 1200NewJerseyAvenue, SE RoomW86-307 Washington, DC 20590 E-MAIL: pmurphy@lopmu,hy.com

Re: National AirCargo Group, Inc., d/b/aNationalAirlines DearMs. Remo &Ms. O'Toole:
Pursuantto your office'sletterdatedJuly 8, 2014 requesting additional and/orclarifying informationregardingNational AirCargo Group, Inc., d/b/aNationalAirlines' ("National") pending applicationto amend its certificateto conductforeign scheduledoperations,National hereby submitsthe following: 

### MANAGEMENT 1. Please identifythe citizenship of Messrs. Matthew McKnight andSteven N

**S~ith,** 

### andprovide the compliance information requiredby 

### sections 204.3(1), (m), (0), and(P) 

### of our rulesforMessrs. McKnight, SmithandJoseph Batten. National'sResponse: Messrs. McKnight and Smithare U.S. citizens. ExecutedCompliance Questionnaires for Messrs. McKnight, SmithandBattentogetherwithU.S. Citizenship affidavits are attached atTab 1hereto.

### OPERATIONSANDFINANCIAL CONDITIONS

t 1. In its initial applicationfor scheduledauthority, National noted itwouldbe leasinga B-757 aircraftfrom itsparent company. Pleaseprovide thefinancingplans anda copyof the Letter of Intent orExecutedLeaseAgreementoutlining the terms andconditions of such agreementfor the lease of the aircraftNational intends to operate between the U.S. and UnitedArabEmirates. National's Response: See: AircraftLeaseAgreementdatedAugust29, 2013 copy attached atTab 2 hfreto.

2. Please provide a summary ofany additional hiring National will undertake as a result of itsproposedscheduledoperations. National'sResponse: No additional hiring will be necessaryforNational'sproposed scheduledoperatipns.

3. Pleaseprovide a detailed 12-month costforecast which breaks out the air carrier's proposedscheduledoperationsfrom its current charter operations, so that we canaccurately assessNational's abilityto meet ourfinancialfitness test. Additionally, suchforecast should conform to the criteria outlined in 14 CFR 204.3(t)(2). Please include the appropriate footnotes explaininghowthe expenseforecast were derived

. National'sResponse: The 12-monthcostforecast Exhibitprovidedherein onJune 10, 2014 wasbrokenout andreflectedApplicant'sproposed scheduledoperations. A detailed scheduled service cost forecast togetherwithfootnotes indicating forecast expenses derivation is re-submittedhereto at Tab 3. These scheduled service costprojections are broken outfrom National'scharter service costs which are as regularly submittedbyNational inits Form41 Reports.

4. National's balance sheet dated April30, 2014 includes Notes Payable of**$29 ~**  million. Pleaseprovide more informationregardingthis liability. I National'sResponse: $26.7MMis debt relatedto long-termfinancing on2 B-747J 400BCF's. Theremaining amountis a netpayable balance comprised ofbalances withvariousrelated National AirCargoentities. These balances are classified as long-term innature as there is no expectationo£ repaymentfrom the related entities inthe next 12 months.



### 5. In its initial applicationfor scheduledauthorityNational A,irlinesprovided a lerer from itsparent company, NationalAir Cargo Holdings, Inc., ("NAC Holdings''), confirming that it wouldmakefunds available to National Airlines to support itsproposedpassenger operations. Furthermore, NAC Holdingsprovided third-party verificationfrom Wells Fargo I 

### CapitalFinance evidencingthat it hadextendedNationalAirlines a $60 million revolving credit facility with $31.3 million currentlyremainingfor disbursement. Please confirm the status ofNACHoldings'financial support for National and the current amount available in the revolving credit facility. National's Response: (i) Revolving CreditFacility: NAC Holdings no longerhas the Wells Fargoperm,ent line ofcreditfacility referenced.

1 (ii) NAC Holdings Support: As has alwaysbeenthe case, Applicantcontinuesto h,vethe full financial support ofits parent,NAC Holdings, as well asthat ofits sole shareholder. (iii) FundsAvailable: Substantial cashfunds inthe amount ofapproximately $4Mremain available to satisfytheDepartment'sfinancial fitness testinApplicant'sWellsFargo Bank account. See: ExhibitNA-102 previously submitted. The 12-month scheduled service projection shows athree-month average operating cost ofthe schedt iledoperations of$1.43 whichis morethancovered bythe company's approximately $4M ihcash available inthe WellsFargo bank account.



### 6. Please accompany your response to this request with the certification required by Title 18 United States Code Section 1001. See: Tab 4 hereto.

cc: GlenG. Joerger (National) BrianT. Conaway (National)

### tfullysub~ I I

# Tab 1NATIONAL AIRLINES DOT Questionnaire (Key Personnel) NB: Theinformationyou provideinresponseto this Questionnairewill be used in NationalAirline'sDOTApplicationfor CertificateAuthority. All questions shouldbe answeredfully andcompletely. Wheremore detailed responses arerequiredorrequested, please use theattached "DetailedResponses" sheet.

1. Please state your name andresidence address: MatthewMcKnight 1006 BrielleAve. Oviedo, FL. 32765

2. ·Title ofPosition with National Airlines: DirectorofQuality Control

3. Are you a citizen ofthe United States?**Yes _-=** **X~-** No

___ _ (Ifyou are not aU.S. citizen, pleaseindicate nationality and currentimmigration status on the attached "DetailedResponse".)

4. Are you or any company in which you have a substantialinterest (beneficial control qf 10% or more ofthe outstanding voting stock) the subject ofany legal action oroutstanding judgmentin excess of$5,000? Yes

__ _ 

### No

__ 

## x

__ (If"yes", pleaseprovide date and amount ofeach claimorjudgment,thename ofeach claimant orjudgmentcreditor, andhow long outstanding on the attached "Detailed Response.")5. Are you or any company in which you have a substantialinterestthe subject ofany action or outstandingjudgment ofless than $5,000? Yes

__ _ 

### No_X

__ (If"yes", please supply the total number and aggregate amount ofall claims and/or judgments outstanding against you on the attached "DetailedResponse.")

6. Are you or any company in which you have a substantial interestnow, orhave you been, the subject ofa pending investigation, formal complaint orenforcement actionby theDOT orthe FAAduringthepastfive (5) years regarding compliance with theFederalAviation Act of 1958, as amended, or any order, rule, regulation or otherrequirement issuedpursuantto theAct? Yes

__ _ 

### No

__ 

## x
_ (If"yes", describe each complaint, and indicate the current status orfinal disposition ofeach complaint on the attached "DetailedResponse.")

7. Have you orany company in which you have a substantialinterest everbeencharged with any unfair, deceptive or anticompetitivebusinesspractices, orofany fraud, felony or antitrust violation during the pastten ( 1 0) years? Yes

__ _ 

### No X (If "yes", please describe,and indicate the disposition orcurrent status ofeach proceeding on the attached "DetailedResponse.")

Signature MatthewMcKnight Narne (Printed)NATIONALAIRLINES DetailedResponse (ifapplicable).NATIONALAIRLINES Affidavit ofCitizenship

.

STATE OF: Florida =-=..=..;;:..::::;=---- COUNTY OF: _Seminole

_____ _

**=M=a=tt=h:..=..e....:.;.w--=M:..;..::...=;.c=Kn~ig~h~t**______ ,

**~eing** first duly sworn, deposes and says: Thathe is acitizen ofthe United States ofAmerica.

Subscribed and sworn to beforeme this 1. \

[SEAL] My commission expires: C<utneyDeondraDangerfield

- NOTARYPUBLIC STATEOF FLORIDA Cc3mrnilFF114759 

# . Expires4121/2018NATIONALAIRLINES DOT Questionnaire (KeyPersonnel) NB: Theinformationyou providein responseto this Questionnairewill be used in NationalAirline'sDOTApplication for CertificateAuthority. All questions should be answeredfully and completely. Wheremoredetailed responses arerequired orrequested, please use theattached "DetailedResponses" sheet.

1. Please state yourname andresidence address:

2. Title ofPositionwithNational Airlines:

3. Areyou a citizen oftheUnited States? Yes

_ ___:_:X=----**No~---** (Ifyou are not aU.S. citizen, please indicate nationality and current immigration status ontheattached "DetailedResponse".)

4. Areyouorany company in whichyouhave a substantial interest (beneficial control of 1 Oo/o or more ofthe outstandingvoting stock) the subject ofany legal action oroutstanding judgmentin excess of$5,000? Yes

__ _ No )Q (If"yes",pleaseprovidedate and amountofeachclaimorjudgment,the name ofeach claimant orjudgmentcreditor, andhow long outstanding onthe attached "Detailed Response.")5. Areyou oranycompanyinwhichyou have a substantial interestthe subjectofanyaction oroutstandingjudgmentoflessthan $5,000? Yes

__ _ No )I

_ --:,..._ 

# __ (If"yes", please supplythetotal number andaggregate amount ofall claims and/or judgmentsoutstanding againstyou onthe attached "DetailedResponse.")

6. Areyou orany company inwhichyou have a substantial interestnow, orhaveyoubeen, the subjectofa pending investigation, formal complaint orenforcement actionbytheDOTorthe FAA duringthe pastfive (5)yearsregardingcompliancewiththe FederalAviation Act of 1958, as amended, orany order,rule, regulationorotherrequirement issued pursuanttothe Act? Yes

__ _ No

---- (If"yes", describe each complaint, and indicatethe current status orfinal disposition ofeachcomplaintonthe attached "DetailedResponse.")

7. Have youorany company inwhichyou have a substantial interesteverbeen charged with anyunfair, deceptive oranticompetitivebusinesspractices,orofany fraud, felony or antitrustviolation duringthe pastten (1 0) years? Yes

_ _ _ No



# ---- (If"yes",please describe, and indicatethe disposition orcurrent status ofeach proceeding onthe attached "Detailed Response.")

Name (Printed)NATIONALAIRLINES DetailedResponse (ifapplicable).NATIONALAIRLINES AffidavitofCitizenship

STATEOF: 

# El

. COUNTY OF: 

# 0

# t01)1.Q.__.

Si"- IIG"...l 

### N.

**~Mrrl-l** 

### ,beingfirst duly sworn, deposes and says: Thathe is a citizenofthe United States ofAmerica.



# ~g_ Signature

Subscribedand sworntobefore methis J



# ~ day of 

# J

**~**

[SEAL] Mycommissionexpires: 

# \



# ~ Signature ofNotaryPublic
COII1neyDeon<hDangerfield NOTARYPUBLIC STATEOFFLORIDA Ccrnml¥FF114759 ExpirM 4/21/2018 

### '2014.NATIONAL AIRLINES DOT Questionnaire (KeyPersonnel) NB: Theinformationyouprovideinresponse tothisQuestionnairewill beusedin NationalAirline'sDOTApplicationfor CertificateAuthority. All questionsshouldbe answeredfully andcompletely. Wheremore detailedresponses arerequiredorrequested, pleaseuse the attached ''DetailedResponses" sheet.

1. Please stateyourname andresidence address:

2. Title ofPosition with National Airlines:

3. Areyou a citizen ofthe United States? Yes

_ _..::X:..:..___ No

__ _ (Ifyou are not a U.S. citizen, pleaseindicate nationality andcurrentimmigration status onthe attached "DetailedResponse".)

4. Areyou orany company in which youhave a substantial interest (beneficial control of 10% ormore ofthe outstandingvoting stock) the subject ofany legal action or outstanding judgmentin excess of$5,000? Yes

__ _

· (If

."yes",pleaseprovide date and amount ofeach claimorjudgment,thename ofeach

claimantorjudgmentcreditor, andhowlongoutstanding onthe attached "Detailed Response.")5. Are you or any company in which you have a substantial interestthe subject ofany action oroutstandingjudgmentofless than $5,000?

# Y~s No 

# )c (If"yes",please supply thetotal number and aggregate amount ofall claims and/or judgments outstanding againstyou onthe attached "DetailedResponse.")

6. Are you or any company in which you have a substantial interestnow, orhave youbeen, the subject ofapendinginvestigation, formal complaint orenforcement actionby theDOTorthe FAA duringthepastfive (5) years regarding compliance with the FederalAviation Act of 1958, as amended, or any order, rule, regulation orotherrequirementissued pursuanttothe Act? Yes

__ _

# No**X~-** (If"yes", describe eachcomplaint, and indicate thecurrent status orfinal disposition ofeach complaint onthe attached "DetailedResponse.")

7. Have you or any companyin which you have a substantial interesteverbeen charged with anyunfair, deceptive oranticompetitivebusiness practices, or ofanyfraud, felony or antitrust violation duringthe pastten (10) years? Yes

__ _ No )( (If"yes", please describe, and indicatethedisposition orcurrent status ofeach proceeding on the attached "DetailedResponse

.")

Name (Printed)NATIONALAIRLINES 

### I DetailedResponse (ifapplicable).

### NATIONALAIRLINES Affidavit ofCjtizenship


### STATEOF:f\Dn

# oto1
COUNTY OF: 

# 0**(OlD~~** 

# J DtS

# p h f2xl-t±rubeingfirst duly sworn, deposes andsays: Thathe is a citizen ofthe United States ofAmerica.



### Subscribed and sworn to beforemethis 

# l

# D day

# of~, 2014.

[SEAL] Mycommissionexpires:

# ~**Signat~Notary**Public

- CourtneyDeondlaDangertiekl NOTARYPUBLIC STATEOFFLORIDA Cclnm#FF114759 Expires412112018

# Tab2

## '**~-** 

# ORIGINAL TO BE RETURNED TO 

## M&iAIRCRAFT LEASE AGREEMENT
dated as of

# f\~~.t5t 

# d'1,2013

between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, acting as Owner Trustee, as Lessor and NATIONAL AIR CARGO GROUP, INC., d/b/a National Airlines, as Lessee
One (1) Boeing Company 757-28A Airframe U.S. Registration Mark N176CA Manufacturer's Serial Number 24543

(i) . ASCOAOEO BV fitadetalA vfl tlonAdminis tration CMIA via tion Registry Date 

## Gt

.-**~-** 

## (? 11me 

### (0:

## 32- C<lhveyanee Number 

### .S

## Foe<io<§J**'1~0\-\'tl1)\0** 

### kl\O

### -v~o\-\'11'1\0

## ~o ;...

## li~\liS\()3\l**U-4\l~'t!W ~'V**  d \\l.\M Q 3l\j

### Section 1. 

### Section 2. 

### Section 

### 3. Section 

### 4. Section 5. 

### Section 6. 

### Section 

### 7. Section 8. 

### Section 

### 9. Section 10. 

### Section 11. 

### Section 

### 12. Section 13. 

### Section 

### 14. Section 15. 

### Section 16. 

### Section 17. 

### Section 18. 

### Section 

### 19.

EXHIBITS EXHIBITA EXHIBIT 

### 8 EXHIBITC EXHIBITD EXHIBIT DO EXHIBITE EXHIBIT F TABLE OF CONTENTS



### Definitions

..................................................................................................1 Lease and Conditions

................................................................................

### 7 Delivery and Acceptance; Effective Date; Term

.........................................7 

### Rent

...........................................................................................................

### 8 Representations and Warranties

................................................................8 

### Possession and Use

................................................................................

### 12 Blank

...........:............................................................................................

### 13 Covenants of Lessee

...............................................................................

### 13 Replacement of Parts; Alterations, Modifications and Additions

............ 

### 134 General Tax Indemnity

...........................................................................155 

### Casualty Occurrences

..............................................................................15 

### Insurance

................................................................................................. 

### 16 Indemnification

.........................................................................................17 

### Liens

........................................................................................................

### 19 Perfection ofTitle and FurtherAssurances

..............................................

### 19 Return ofAircraft and Records

.................................................................

### 19 Events of Default:

............ I

........................................................................

### 19 Remedies

.................................................................................................20 

### Miscellaneous

.............................................. I

...........................................

### 20



### Aircraft Specifications [Reserved] Definitions and Values Form of Lease Supplement Delivery Condition Requirements Return Condition Requirements Maintenance Recording RequirementsAIRCRAFT LEASE AGREEMENT 

### THIS AGREEMENT, dated as of



# s± 

# J9, 2013, is by and between Wells Fargo Bank Northwest, National Associa

. 

# n, acting as Owner Trustee (underthe TrustAgreement defined below) with its offices located at299 S

.. Main



### S~reet

**,** 12th Floor, Salt Lake City, Utah 

### 84111 (hereinafter, the "Lessor'), and National A1r Cargo Group, Inc. d/b/a National Airlines, a Michigan corporation with its office located at Citadel 

### U Building, 5955 T.G. Lee Boulevard, Orlando, Florida 32822 (hereinafter, the "Lesseetl).
WITNESSETH WHEREAS, Lessee desires to lease from Lessor, and Lessor is willing to lease to Lessee, the Aircraft described herein, upon and subject to the fol1owing terms and conditions. NOW THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows: Section 1 - Definitions. Unless the context otherwise requires, the following terms shall have the following respective meanings for all purposes of this Agreement and shall be equally applicable to both the singular and the plural forms ofthe terms herein defined: Aircraft shall mean the Airframe, together with: (i) Engines installed thereon or associated therewith as described in Exhibit

### A; (ii) all Parts and all components thereof; (iii) all ancillary equipment or devices furnished with the Aircraft underthis Lease; (iv) aJI Aircraft Documents, and (iv) all substitutions, replacements and renewals of any and all thereof. Aircraft Documents shall mean the maintenance and inspection records and all other current and historical records, documentation and mass storage media pertaining to the Aircraft, including, those generated by or on behalf of Lessee during the Term, and 

### a11 such documents and records required to be maintained under this Lease and in accordance with Applicable Law and the requirements of Exhibit F hereto. Airframe shall mean: (a) the aircraft (excluding Engines or engines from time to time installed thereon) described in Exhibit A; and (b) any and all Parts which are from time to time incorporated or installed on or attached thereto or which have been removed therefrom so long as title thereto remains vested in Lessor in accordance herewith, including the terms ofSection 9 hereof.Applicable Law shall mean: (i) any law, statute, decree, constitution, regulation, ord_er, judgment, rule, license, permit, injunction or other directive ofany Governmental**.En~1ty;** (ii) any treaty, pact, compact or other agreement to which any**Government~! En~~~**  1s a signatory or party including, but not limited to, the Cape Town Convention! 

### (111).any judicial interpretation with binding characteristics or application ofthose descnbed 1n (1) or (ii) above; (iv) any administrative interpretation with binding characteristics or application ofthose described in (i) or (ii) above; and (v) any amendment or revision of any ofthose described in (i), (ii), (iii) or (iv) above, and in each case, which is applicable to the Aircraft and its use and operation, the Lessee, any Sublessee, orthe transactions contemplated by this Lease and the other Operative Agreements. Approved Insurance Broker shall mean any insurance/reinsurance broker of internationally recognized responsibility and standing specializing in aircraft insurance as is reasonably acceptable to and approved by Lessor. Approved Insurer shall mean each insurer and reinsurer of internationally recognized responsibility and standing effecting aircraft insurance as is reasonably acceptable to and approved by Lessor with respect to all policies of insurance and reinsurance required hereunder. Aooroved Maintenance Provider shall mean with respect to any major scheduled maintenance, modification or alteration to the Aircraft, Lessee, or such other Aviation Authority approved maintenance facility which is approved in advance in writing by Lessorto perform maintenance on the Aircraft. Aviation Authority shall mean the United States FAA or any Governmental Entity which under the laws of the State of Registration has control over civil aviation or the registration, airworthiness oroperation ofaircraft in the State of Registration. Basic Rent shalf mean the rent for the Aircraft specified on Exhibit C and payable throughout the Term forthe Aircraft pursuantto Section 4(a) hereof. Basic Rent Payment Date**s~all** mean the dayfor payment of Basic Rent determined in accordance with Exhibit C. Business Day shall mean any day otherthan a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to be closed. Cape Town Convention means the Convention on International Interests in Mobile Equipment (referred to in this definition as the "Convention") and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (referred to in this definition and elsewhere in this Agreement as the "Protocol"), both signed in Cape Town, South Africa on 

### 16 November 

### 2001, together with any protocols, regulations, rules, orders, agreements, instruments, amendments, supplements, revisions or otherwise that have been or will subsequently be made in

-2-connection with the Convention and/or Protocol by the "Supervisory Authority" (as defined in the Protocol), the "International Registry" or "Registrar" (as defined in the Convention) or an appropriate "registry authority" (as defined in the Protocol) or any other international or national body or authority. Casualty Occurrence shall mean any ofthe following events with respect to the Aircraft, Airframe or any Engine: (a) loss of such property or its ·use due to theft, hijacking or disappearance for a period in excess ofsixty (60) consecutive days (orfor such shorter period ending on the Termination Date), or destruction, damage beyond economic repair, or rendition of such property permanently unfit for normal use by Lessee for any reason whatsoever; (b) any damage to such property which results in an insurance settlement with respect to such property on the basis ofa total loss or on the basis ofa compromised or constructive total loss as determined by the Approved Insurer; (c) the condemnation, confiscation, appropriation or seizure of, or requisition of title to, such property; (d) or the use of such property by any Governmental Entity or purported Governmental Entity, resulting in the loss of possession thereof by Lessee for a period in excess of sixty (60) consecutive days (or for such shorter period ending on the Termination Date); or (e) the disposal of such property by an administrator of Lessee (including a receiver, manager, liquidator or provisional liquidator) or any official exercising similar powers pursuant to applicable bankruptcy law, or any similar statute, orany disposal ofsuch property by an administrator of Lessee or any person exercising similar powers pursuant to any security interest over the assets of Lessee. A Casualty Occurrence with respect to the Airframe shall constitute a Casualty Occurrence with respectto the Aircraft. Casualty Value shall mean the amount specified in Exhibit C hereto. Commencement Date shall mean the date ofLease Supplement No. 1. Default shall mean an Event of Default or an event which would constitute an Event of Default butforthe lapse oftime orthe giving ofnotice or both. Delivery Location shall mean the location specified in Exhibit C hereto for the delivery of theAircraft by Lessorto Lessee. Dollars shall mean lawful currency ofthe United States ofAmerica. Engine shall mean any Engine installed on orfurnished for use on the Aircraft during the Lease Term, together with any and all Parts incorporated or installed in or attached thereto and anyand all Parts removed therefrom. Estimated Delivery Date shall mean the date specified in Exhibit C hereto. Event of Default shall mean any ofthe events specified in Section 17 hereof. Expiration Date shall mean the date specified in Exhibit C hereto.

-3-FAA shall mean the Federal Aviation Administration ofthe United States Department of Transportation oranysuccessorthereto. FAR shall mean the Federal Aviation Regulations promulgated under the Federal Aviation Act, as amended and supplemented from time to time. Federal Aviation Act shall mean 49 U.S.C. §40101 et. seq., as amended and as in effect on the date ofthis Lease, or any successor or substituted U.S. legislation atthe time in effect and applicable. Final Inspection shall havethe meaning provided in Section 16(c)(ii). Governmental Entity shall mean and include: (i) the Aviation Authority and the FAA; (ii) any national, federal, state, or local government (whether domestic or foreign), any political subdivision thereof or local jurisdiction therein; (iii) any board, commission, department, division, organ, administrative authority, instrumentality, court or agency of any entity described in (ii) above, however constituted, and (iv) any association, organization or institution ofwhich any entity described in (ii) or (iii) above is a member or to whose jurisdiction any such entity is subject or in whose activities any such entity is a participant but only (except for purposes ofdefining**~~Applicable** Law" above) to the extentthat any entity described in (i) through (iv) above hasjurisdiction overthis Lease, the OperativeAgreements ortheAircraft and its operations, or any ofthe parties hereto. lndemnitees shall mean, collectively, the Lessor, and each Lessor Lender and their respective successors and assigns and their respective officers, directors, shareholders, controlling persons, agents, and employees; provided, however, that in no event shall a manufacturer, repairer orservice providerofthe Aircraft, any Engine or Part be deemed an Indemnitee hereunder. International Registry shall mean the international registry established pursuant to the CapeTown Convention. Lease Supplement shall mean Lease Supplement No. 1, substantially in the form of Exhibit D hereto, and/oranysubsequent Lease Supplement. Lessor's Liens shall mean Liens on the Aircraft arising as a result of: (i) claims against Lessor not related to the transactions contemplated by this Lease; or (ii) acts or omissions of Lessor, not contemplated and expressly permitted underthis Lease; or (iii) Liens for Taxes imposed against Lessor, or the Aircraft which are not indemnified against by Lessee pursuantto Section 10 hereof; or (iv) Liens granted bythe Lessor. Lien shall mean any mortgage, pledge, lien, charge, encumbrance, hypothecation, lease, exercise of rights, security interest orclaim (including any imposed with respect to anyTaxes, orany airport or landing fees orrelated charges).

-4-Maintenance Program shall mean the Lessee's Aviation Authority approved maintenance program for Boeing model 757-200 aircraft, any Manufacturer's Service Program ("MSP"), or such other Aviation Authority approved manufacturer's maintenance program as in effect from time to time for the Aircraft encompassing 

### inter alia scheduled maintenance, condition-monitored maintenance and on condition maintenance of the Airframe, Engines and components of the Aircraft as shall be approved by Lessor, which approval shall not be unreasonably withheld, delayed or conditioned. Lessee's Maintenance Program shall notdeviate materiallyfrom the MPD. Manufacturershall mean The Boeing Company. MPD shall mean the Maintenance Planning Document published by the Manufacturer and applicable to the Aircraft. Operative Agreements shall mean this Lease, any Lease Supplement, any Permitted Sublease, and any other documents and agreements executed and delivered by Lessor, Lessee and any Sublessee, or any other Person in furtherance of the transactions contemplated hereby and thereby. Parts shall mean all appliances, components, parts, instruments, appurtenances, avionics, accessories, furnishings, auxiliary power units and other equipment of whatever nature (otherthan complete Engines or engines), which may now orfrom time to time be incorporated or installed in or attached to the Airframe orany Engine. Except as otherwise set forth herein, only at such time as a replacement part shall be substituted for a Part in accordance with Section 9 hereof, shall the Part so replaced cease to be a Part hereunder. Permitted Lien shall mean: (i) any Lien for Taxes which are either not assessed or, if assessed, are not yet due and payable or are being contested in good faith by appropriate proceedings so long as such proceedings shall not involve any danger of the sale, forfeiture or loss ofthe Aircraft; or (ii) any undetermined or inchoate Lien of a repairer, carrier, hangarkeeper, material supplier or other similar Lien arising in the ordinary course of business in respect of obligations which are not overdue or which have been adequately bonded or are being contested in good faith by appropriate proceedings; provided that such proceedings, or the continued existence of such Lien, do not involve any danger ofthe sale, forfeiture or loss of or loss of use ofthe Aircraft; or (iii) any Lessor Liens; orany liens created by Lessee pursuant to original purchase of Aircraft, ifany. Permitted Sublease shall mean any sublease that has been agreed to by Lessor. Permitted Sublessee shall mean any Person in possession ofthe Aircraft or any Engine pursuantto a Permitted Sublease.



### -5-Person shall mean and include any individual, corporation, company, limited liability company, partnership, firm, joint stock company, joint venture, trust, estate, unincorporated organization, association or Governmental Entity. Redelivery Location shall have the meaning provided in Exhibit C. Rent shall mean Basic Rent and Supplemental Rent, collectively

. Return Occasion shall mean the return of possession of the Aircraft from Lessee to Lessor at the end of the Term of this Lease, or upon Lessor demanding that Lessee return or upon Lessortaking possession ofthe Aircraft pursuant to Section 18 hereof. Security shall mean the amount specified in Exhibit C hereto. State of Registration shall mean the United States ofAmerica. Supplemental Rent shall mean any and all amounts, liabilities and obligations (other than Basic Rent) which Lessee assumes or agrees to pay hereunder to Lessor, or any Lessor Lender, including without limitation: 

### (i) any payment of Casualty Value; (ii) any payment of indemnity required by Sections 10 and 13 hereof; (iii) to the extent permitted by any Applicable Law, interest at the Interest Rate (all computations of interest under this Lease to be made on the basis of a 365 day year for the actual number of days elapsed) calculated on any part of any installment of Basic Rent not paid on the due date thereof for the period the same remains unpaid, and on any other amounts not paid when due hereunder until the same is paid; and (iv) the Security. Taxes shall mean any and all taxes (including, but not limited to, sales, use, business, gross income, net income, personal property, transfer, fuel, leasing, occupational, value added, goods and services, excess profits, excise, gross receipts, franchise, stamp, ad valorem, documentation, import and export taxes), fees (including, but not limited to, registration, recording and license fees) levies, imposts, duties, assessments, withholdings and other charges of any nature whatsoever imposed 

### by any Governmental Entity, together with any penalties, fines, charges or interestthereon (but excluding taxes on the overall net income or capital gains of Lessor imposed on Lessor by the United States ofAmerica). Term shall mean the term ofthis Lease which shall commence on the Commencement Date and which shall end on the Termination Date. Termination Date shall have the meaning provided in Section 3(d). Trust Agreement shall mean the Trust Agreement (National Air Cargo 757 Trust) dated December 30, 2010 between the Trustor and the Lessor, as supplemented by Supplement

_ **N** 24543 to Trust Agreement (National Air Cargo 757 Trust) dated

**,Pu~ ~**  

### ,2013 between the Trustor and the Lessor.

-6-Trustorshall mean National Air Cargo Middle East FZE. 

### Section 2
- Lease and Conditions. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to and in accordance with the terms hereof, as supplemented bythe Lease Supplement. (b) Lessor shall deliver the Aircraft hereunder to Lessee upon the receipt by Lessor ofthe following items on or before the Commencement Date (or such other later date as may be designated by Lessor), all of which shall be in form and substance reasonably satisfactoryto Lessor: (i) this Lease and the Lease Supplement duly authorized and executed by Lessee and counterparts of each of the other Operative Agreements to which Lessee is or will be a party as ofthe Commencement Date, duly authorized and executed by each partythereto otherthan Lessor; (ii) certificates of the Approved Insurance Brokers evidencing the insurance and reinsurance as required by Section 12 hereof in form and substance reasonably satisfactoryto Lessorand Lessor Lender, as contemplated in Section 12(g); (iii) such other documents and matters incident to any ofthe foregoing as Lessor may reasonably request.


### Section 3 -Deliveryand Acceptance; Effective Date; Term. (a) Deliverv. The Aircraft will become available for delivery on or about the Estimated Delivery Date. (b) Place of Delivery and Acceptance. The Aircraft shall be delivered to and accepted by Lessee atthe Delivery Location. (c) Acceptance of Aircraft. The Aircraft to be leased hereunder shall be delivered to Lessee in compliance with Exhibit A and Exhibit DO, including the Aircraft Documents and manuals, but otherwise "AS IS, WHERE IS" and SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN SECTIONS 5 HEREOF. Upon tender of delivery pursuant to this Lease, Lessee shall immediately accept delivery ofthe Aircraft, and shall indicate and confirm its acceptance ofthe Aircraft by executing and delivering the Lease Supplement. (d) Effective Date and Term of Lease. The Term ofthe leasing ofthe Aircraft under this Lease shall commence on the Commencement Date and shall continue until the Expiration Date; provided that the leasing ofthe Aircraft under this Lease may be earlier terminated by Lessor pursuant to the provisions of Section 18 hereof, or
-7-extended by Lessor pursuant to the provisions hereof (the last such day ofthe term, the "Termination Date"). Section 4
- Rent. (a) Rent. Lessee covenants and agrees to pay to Lessor, or its assigns (including but not limited to any Lessor Lender), thefollowing as Rent: (i) Basic Rent payable in consecutive monthly installments and due on each Basic Rent Payment Date; and (ii) any and all Supplemental Rent as the same becomes due. (b) Place. Method and Timing of Payment. All Basic Rent and Supplemental Rent payable under this Lease shall be paid in U.S. Dollars, by wire transfer of immediately available funds at the Payment Location, or by other means and at such other location as Lessorshall designate in writing. (c) Prohibition Against Setoff. Counterclaim. Etc. This Lease is a net lease. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances, it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions ofthis Lease. Lessor expressly acknowledges and agrees that nothing contained in this Section in any way modifies, limits or diminishes any covenant or obligation of Lessor under this Lease or in any way restricts any other rights of Lessee to pursue any remedies which it may have (at law or in equity or any combination thereof) against Lessor to seek damages, specific performance or a recovery ofany payment of Rent or any other amount which is not due and payable

.hereunder or, subject to the provisions ofthe second paragraph ofthis Section to pursue any rights or remedies it may possess in the event of a failure by Lessor or any other Person to perform its covenants and obligations underthis Lease. Section 5 - Representations andWarranties. (a) Lessor's Representations and Warranties. In reliance on Lessee's representations, warranties and covenants contained in this Agreement, LESSOR HAS NOT AND SHALL NOT BE DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS LEASE OR OTHERWISE) AND LESSOR HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT AS HEREIN BELOW PROVIDED IN THIS SECTION 5(a)), AS TO AIRWORTHINESS,



### -8-CONDITION, DESIGN, OPERATION, MERCHANTABILITY, FREEDOM FROM CLAIMS OF INFRINGEMENT OR THE LIKE, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR: (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH; 

### (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY ENGINE OR ANY RISKS RELATING THERETO; 

### (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES; OR (iv) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 5(a) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY OTHER WARRANTIES, EXCEPT THAT AS OF THE DATE HEREOF AND ATALL TIMES DURING THE TERM: (i) Lessor is a national banking association organized and existing underthe laws ofthe United States ofAmerica, and it has thefull power and authorityto 

### carry on its business as presently conducted and to perform its obligations under this Lease; (ii) on the Commencement Date, the Aircraft shall be free and clear of any and all Liens, exceptfor Lessor's Liens; 

### (iii) this Lease, the Lease Supplement and each Operative Agreement executed by Lessor have been duly authorized by all necessary action on the part of Lessor, do not require any approval of stockholders of Lessor that have not been obtained, and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby and thereby nor compliance by Lessorwith any ofthe terms and provisions hereof or thereof will, contravene (x) Lessor's organizational documents, (y) any agreement to which Lessor or any of its properties or assets are bound oraffected, or (z) Applicable Law;



### -9-(iv) this Lease has been duly authorized, executed and delivered by Lessor, and that this Lease, the Lease Supplement and each of the Operative Agreements to which Lessor is a party when executed and delivered hereunder constitute legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws which may affect some ofsuch remedies; and (v) no consent, approval or authorization of, or notice to any U.S. Governmental Entity having jurisdiction with respect to the execution, delivery or performance by Lessor ofthis Lease and the Lease Supplement is required for Lessor to execute and deliver this Lease and the Lease Supplement, and to perform the transactions contemplated hereby. (b) Manufacturers' Warranties

. Lessor hereby assigns to Lessee such rights as Lessor may have under any warranty, express or implied, with respectto the Aircraft made by the Manufacturer, or any other Person (including any Approved Maintenance Provider), to the extent that the same exist or may be assigned or otherwise made available to Lessee; and any monies recovered pursuant to such warranties which are suffered during the Term shall be applied to correct or cure any defect or deficiency of the Aircraft, and the balance of any such monies shall be paid over to Lessor, or to Lessee to reimburse it for any amounts paid by it to correct or cure such defect or deficiency during the Term which were properly reimbursable under such warranty; provided, however, that upon the occurrence ofan Event of Default, all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected. (c) Lessee's Representations and Warranties. Lessee hereby represents and warrants as of the date hereof, and as of each Basic Rent Payment Date and at all times during theTerm, as follows: (i) Lessee is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan, is duly qualified to conduct business in each jurisdiction in which failure to so qualify may have a material adverse effect on its financial condition or an adverse effect on its ability to perform its obligations underany ofthe Lessee Agreements, and has the full power and authorityto carry on its business as presently conducted.,and to perform its obligations under this Lease and the other Lessee Agreements; (ii) this Lease and the Lessee Agreements and the other Operative Agreements to which Lessee is a party have been duly authorized by all necessary action on the part of Lessee, do not require any approval ofstockholders of Lessee that has not been obtained, and neither the execution and delivery hereof orthereof nor the consummation of the transactions contemplated hereby or thereby nor compliance by

-10-Lessee with any of the terms and provisions hereof or thereof will, contravene any Applicable Law or result in any breach of, or constitute any default under, or result in the creation of any Lien upon any property of Lessee under Lessee's corporate charter documents or any credit agreement or instrument or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets are bound or affected; (iii) unless otherwise specifically provided for in this Agreement. no consent. approval or authorization of, or notice to, any Governmental Entity having jurisdiction with respect to the execution, delivery or performance by Lessee of this Lease, and each of the Lessee Agreements (including all monetary and other obligations hereunder or thereunder} is required for Lessee to execute and deliver this Lease, and to perform the transactions contemplated hereby;

. (iv) this Lease, the Lease Supplement and each Operative Agreement executed by Lessee have been duly executed and delivered by Lessee, and this Lease, and the Lease Supplement and each of the other Lessee Agreements and Operative Agreements when executed and delivered by Lessee will constitute, a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms except as their enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights and general principles of equity regardless of whether such proceeding is considered a proceeding in equity or at law; (v} there are no claims, suits or proceedings pending or, to the knowledge of Lessee, threatened in any court or before any Governmental Entity against or affecting Lessee which, if adversely determined, could reasonably be expected to have a materially adverse effect on the current business or financial condition of Lessee or an adverse effect on Lessee's ability to perform its obligations under any ofthe Lessee Agreements; (vi) the choice of New York law to govern this Lease in the manner specified in Section 19(b) is a valid choice of law and such choice will be upheld in the courts ofNewYork; (vii) there are no present restrictions on Lessee making the payments required bythe terms ofthis Lease; (viii) Lessee is not required to deduct any withholding or other Tax from any payments required bythe terms ofthis Lease; and (ix} the registered office of the Lessee is at Citadel II Building, 5955 

### T.G. Lee Boulevard, Orlando, Florida 

### 32822.

-11-Section 6
- Possession and Use. Possession. (a) Sublease. Assignment and Transfer

. Lessee hereby covenants and agrees that it will not, and hereby acknowledges and confirms that it has no right to, without the prior written consent of Lessor (which consent Lessor may withhold in its reasonable sole discretion), assign this Lease or sublet or transfer possession of the Aircraft. (b) Lawful Insured Operations. Lessee will not permit the Aircraft to be maintained, used or operated in violation of any Applicable Law or law of any Governmental Entity, or in violation of any airworthiness certificate, or license or registration issued by any such authority, or contrary to the Manufacturer's operating manuals or instructions for the Aircraft. Lessee agrees not to operate the Aircraft, or permit the Aircraft to be operated: (i) unless the Aircraft is covered by insurance as required by the provisions hereof, (ii) contrary to the terms of such insurance. Lessee also agrees not to operate or locate the Aircraft or suffer or permit the Aircraft to be operated or located in any area excluded from coverage by any insurance policy issued pursuantto the requirements ofthis Lease. (c) Maintenance. Lessee, at its own cost and expense, shall: Perform or cause an Approved Maintenance Provider to perform all airworthiness directives, mandatory manufacturer's service bulletins, and all other mandatory service, inspections, repair, maintenance, overhaul and testing: (A) as may be required under applicable Aviation Authority rules and regulations and in compliance with the Maintenance Program, (B) in the same manner and with the same care as shall be the case with similar aircraft and engines owned by or operated on behalf of Lessee without discrimination, (C) so as to keep the Aircraft in as good operating condition as when delivered to the Lessee, ordinary wear and tear excepted, with all systems in good operating condition, (D) keep the Aircraft in such operating condition as is necessaryto enable all certificates, licenses, permits and authorizations required forthe use and operation of the Aircraft (E) maintain, in the English language (or provide English translations at the Return Occasion), all records, logs and other materials required by, and in accordance with the requirements of Exhibit F hereto, and in a manner acceptable to the Aviation Authority and FAA and any other Governmental Entity having jurisdiction overthe Aircraft and its operation. (d) Registration. At all times during the Term, Lessee shall, at its sole cost and expense (i) maintain the registration ofthe Aircraft with the Aviation Authority in the name ofLessee or Permitted Lessee as operator or Lessor as owner hereunder.



### -12-Section 7- [RESERVED] Section 8
- Covenants ofLessee. In addition to and not in limitation of Lessee's other representations, warranties, covenants and agreements set forth elsewhere in this Lease, Lessee covenants and agrees that:

·(a) Maintenance of Corporate Existence. During the Term of this Lease, Lessee will preserve and maintain its corporate existence and such of its rights, privileges, licenses and franchises in any jurisdiction where failure to obtain such licensing or qualification would have a material adverse effect upon Lessee and its business and its ability to perform hereunder. (b) Maintenance ofStatus. Lessee is, and shall remain so long as it shall be the Lessee under this Lease, or require a Permitted Sublessee to be, duly qualified to operate and maintain the Aircraft under Applicable Law and in accordance with the requirements ofthis Agreement. (c) Payment of Taxes. Lessee 

### will pay or cause to be paid all Taxes arising or resulting from events during the Term, including assessments and governmental charges or levies imposed upon it and the Aircraft and its use and operation (including all landing fees, customs duties, airport fees and the like), or upon Lessee's income or profits, or upon any property belonging to it, prior to the date on which the same, if not paid, would give rise to a Lien (other than a Permitted Lien) upon the Aircraft, including the Airframe, the Engines or any ofthe Parts thereof. Lessee shall promptly pay any and all such Taxes as and when the same are due. (d) Principal Place of Business. Lessee shall nottransfer orchange, nor shall it permitto be transferred orchanged, its principal place ofbusinesswithout priorwritten notice to Lessor. (e) Notice of Default. Immediately after Lessee or any ofits corporate officers obtains knowledge of a Default hereunder or under any other Operative Agreement to which Lessee is a party, Lessee shall notify Lessor in writing ofsuch Default. 

### (f) Governmental Consents. Lessee, at its sole cost and expense, shall maintain in full force and effect all governmental consents, licenses, authorizations, approvals, declarations, filings and registrations obtained or effected in connection with this Lease, each Lessee Agreement, and/or required by any Applicable Law or by any other Governmental Entityfrom time to time during the Term. (g) No Liens. Lessee, at its sole cost and expense, shall at all times keep the Aircraftfree and clear of Liens (excluding, however, any Permitted Liens).

-13-(h) Licenses. Lessee will maintain in full force and effect during the Term of this Lease, and cause any Sublessee to maintain to the reasonable satisfaction of Lessor, a current operating certificate, air transport license and a current certificate of airworthiness for the type offreighter operations conducted by Lessee or Sublessee, as the case may be, in accordance with Applicable Law. (i) No Merger. Lessee shall not merge into any other corporation, orconvey, transfer or lease in one or more transactions substantially all of its assets to any Person (a "Merger Transaction") unless the Lessee shall have caused the successor entity (the "Successor'') to execute and deliverto Lessor and any Lessor Lender a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to Lessor containing an assumption by the Successor of the due and punctual performance and observance ofall terms, covenants, agreements and conditions ofthis Lease and the other Lessee Agreements to be performed or observed by Lessee. 

### Section 9 - Replacement of Parts; Alterations, Modifications and Additions. (a) Replacement of Parts. Lessee, at its own cost and expense, will promptly replace or cause to be replaced by the Approved Maintenance Provider, or applicable vendor of the same, all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfitfor usefor any reason whatsoever. All replacement Parts shall be (i) free and clear ofall Liens, otherthan Permitted Liens, (ii) in at least the same modification status and service bulletin accomplishment status, (iii) interchangeable as to form, fit and function, and subjectto Section 16 hereof, shall have been overhauled, repaired and inspected by an FAA approved agency and shall bear 

### FAA 8130 tags, (iv) in as good an operating condition as, and have a value, utility and remaining useful life at least equal to, the Parts replaced (assuming such replaced Parts were serviceable and in the condition and repair in which they were required to be maintained by the terms hereof), and (v) all historical records relating to such replacement Parts shall be maintained by Lessee in English (or accompanied by English translations at the Return Occasion), and in compliance with the requirements ofthe Aviation Authority, the FAA. All Parts which are at any time removed from the Aircraft shall remain the property of Lessor and subjectto this Lease, no matterwhere located, until such time as such Parts shall be replaced by Parts which have been incorporated or installed in or attached to the Aircraft and which , meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, (i) title to the removed Part shall thereupon vest in Lessee, free and clear of Lessor' Liens and rights of Lessor hereunder, (ii) title to such replacement Part shall thereupon vest solely in Lessor, free and clear of any and all liens other than Permitted Liens and rights of Lessee hereunder, and (iii) such replacement Part shall become subject to this Lease and be

-14-deemed a Part for all purposes hereof to the same extent as the Part which it has replaced. In no event shall Lessor bear any liability or cost for any alteration, modification or addition to, or for any grounding or suspension of certification of the Aircraft, or for any loss of revenue arising therefrom. (b) Airworthiness Directives. The costs of complying with, terminating, and otherwise accomplishing: (i) any airworthiness directive or (ii) any regulatory order or directive ofthe FAA or other Governmental Entity having jurisdiction over Lessee or the Aircraft not issued as an airworthiness directive but requiring the alteration and modification of Boeing model 

### 757-200 aircraft, including the Aircraft (any of items (i) or (ii) hereinafter an "AD") shall be paid by, and such compliance shall be the sole responsibility of, Lessee. 

### Section 10- General Tax Indemnity. (a) Lessee shall pay when due, and indemnify and hold each Indemnitee harmless on demand on an After-Tax Basis from and against, any and all Taxes (whether imposed against any Indemnitee, Lessee, the Aircraft or any part thereof or interest therein, or otherwise) arising directly or indirectly out ofthis Lease or any other Operative Agreement or any one or more of the transactions and activities contemplated hereby or thereby, including but not limited to Taxes based on or measured bythe payments of Rent and other amounts due hereunderorthereunder. 

### Section 11 -Casualty Occurrences. (a) Casualty Occurrence with respect to the Airframe. Immediately after a Casualty Occurrence with respect to the Airframe, Lessee shall give Lessor written notice of such occurrence. Within three (3) days following receipt of insurance proceeds in respect of such Casualty Occurrence, Lessee shall pay to Lessor in immediately available funds the Casualty Value. Upon such payment, and the payment of all other amounts then due and payable under this Lease and the performance of all obligations of Lessee hereunder: (i) the obligation of Lessee to make further payments of Basic Rent hereunder shall terminate, (ii) this Lease shall terminate with respect to the Aircraft, and (iii) Lessor will transfer to Lessee, ·without recourse or warranty, all of Lessor's right, title and interest, in and to the Airframe and Engines (ifany) suffering the Casualty Occurrence, free and clear of Lessor's Liens, as well as all of Lessor's right, title and interest in and to any Engine constituting part of the Aircraft but not installed thereon at the time ofthe Casualty Occurrence, and (iv) provided no Default or Event of Default shall have occurred and be continuing, Lessor shall pay to Lessee in immediately available funds an amount equal to the daily equivalent of Basic Rent (computed on the basis ofa 365-day year) previously paid by Lessee to Lessorfor each day during the period commencing with the day after receipt by Lessor ofsuch Casualty Value and continuing to, but excluding, the Basic Rent Payment Date immediately following Lessor's receipt of such Casualty Value, plus the balance of the Security (if

-15-any) and the balance ofthe Maintenance Payments (if any). No Casualty Occurrence shall result in any abatement of Rent until receipt by Lessor ofthe CasualtyValue. 

### Section 12
- Insurance. (a) LESSEE represents and warrants that it has in effect, and promises that it will throughout the Term maintain in effect, at LESSEE's sole expense, with insurers and under policies satisfactoryto LESSOR: (i) comprehensive airline liability insurance (including without limitation coverage of third party, baggage, cargo, contractual liability to cover LESSEE's indemnity obligations under**~3.1**0 of this Lease), and property-damage insurance with respectto the Aircraft; in an amount not less than $550,000,000 per occurrence. (ii) all-risk hull, ground and flight aircraft insurance on the Aircraft (with flight, taxiing and foreign-object damage coverages) in an amount not less than the Casualty Value/Agreed Value for the Aircraft and a deductible of not more than $500,000.00, with no deductible to apply in case of an actual or constructive total loss; and fire, transit and extended all-risk coverage with respect to engines and parts while not installed on the Aircraft; (b) LESSEE represents warrants and covenants that: (i) each policy of insurance maintained by LESSEE does and will designate LESSOR as owner and designate LESSOR as loss payee thereunder as LESSEE'S interest may appear (without imposing upon either of them any obligation imposed on the insured, including without limitation any obligation to pay premiums); (ii) each policy of insurance maintained by LESSEE does and will designate LESSOR and its respective members, officers, and representatives as additional insureds (collectively, the "Additional Insureds") (without imposing upon any of them any obligation imposed on the insured, including without limitation any obligation to pay premiums); (iii) each policy ofinsurance maintained by LESSEE does and will: (A) expressly provide that in respect ofthe interests of LESSOR, the coverage shall not be invalidated by any action or inaction of LESSEE and shall insure LESSOR and the Additional Insureds regardless of any condition contained in such policies by LESSEE; (B) provide that, if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of LESSOR or the Additional Insureds, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, adverse change or lapse will not be



### -16-effective as to LESSOR

.orthe Additional Insureds for at least thirty days (except seven days in the case ofwar-risk and allied perils coverage) after issuance by the insurerto LESSOR ofwritten notice of such prospective cancellation, change or lapse; (C) including coverage for the territorial limits ofevery country in which the Aircraft may at anytime be located or overwhich it may be operated; (D) provide that, as against LESSOR and the Additional Insureds, the insurer waives all rights of setoff, counterclaim or other deduction, whether by attachment or otherwise, and waives all rights it may have to be · subrogated to any right ofany insured with respect to the Aircraft; (E) provide that the policy shall be primary and without right of contribution from any other insurance that may be carried by LESSOR or any Additional Insured; and (F) contain a cut-through provision allowing claims to be adjusted directlywith the reinsurers if risks covered bythe policy are reinsured. (c) LESSEE will, upon execution of this Lease, deliver to LESSOR one or more certificates ofinsurance in form and substance reasonably acceptable to LESSOR evidencing thatthe insurance required herein.


### Section 13
- Indemnification. (a) Lessee hereby agrees and undertakes to indemnify, reimburse and hold harmless each Indemnitee from and against any and all claims, damages, losses, liabilities, demands, suits, judgments, settlements, causes of action, legal proceedings (whether civil or criminal), penalties, fines, other actions, and any attorneys' fees and all other costs and expenses in connection therewith, including any ofthe foregoing arising or imposed with or without any such Indemnitee's fault or negligence or under the doctrine ofstrict liability or any othertheory ofliability (any and all ofwhich are hereafter referred to as "Claims") which arise or occur (regardless ofwhen such Claim is made) during the Term, and which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to: (i) the Aircraft or this Lease or the enforcement of any of the terms hereof and thereof, including but not limited to the breach of any representation, warranty, covenant, obligation or duty

.of Lessee hereunder or under any Operative Agreement or any other document of agreement executed and delivered in connection herewith orwith respect to any Indemnitee; or (ii) the condition, ownership, manufacture, delivery, lease, acceptance, possession, repossession, return, disposition, use, registration, import, export, maintenance, storage or operation of the Aircraft either in the air or on the ground; or (iii) any defect in the Aircraft (whether or not discovered or discoverable by Lessee or Lessor) arising from



### -17-any material or articles or Parts used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul, or testing ofthe Aircraft, whether or not the Aircraft is in the possession ofLessee, and regardless ofwhere the Aircraft may then be located; or (iv) any transaction, approval, or document contemplated by this Lease or any Operative Agreement, or given or entered into in connection herewith or therewith; provided, however, that Lessee shall be subrogated to all rights and remedies which Lessor may have against the Manufacturer, the Engine Manufacturer, the Approved Maintenance Provider, or the manufacturer of any Part, or any of their subcontractors. In the event Lessee is required to indemnify any Indemnitee hereunder, Lessee shall pay to such Indemnitee an amount which, after deduction ofall Taxes and like charges required to be paid by such Indemnitee in respect of such payment, is equal to the amount of the indemnification required, provided, however, that all·of the provisions of Section 10 hereof shall apply to such payment; and provided further, however, that Lessee shall not be required to indemnify any Indemnitee against Claims arising out ofsuch Indemnitee's gross negligence orwillful misconduct. (b) Lessee hereby waives, and releases each Indemnitee from any Claims (whether now existing or hereafter arising) for or on account of or arising or in any way connected with injuryto or death ofpersonnel orany agent of Lessee or loss ordamage to property ofLessee orthe loss of use ofany property which may result from or arise in any manner out of or in relation to the ownership, manufacture, purchase, delivery, leasing, condition, use, maintenance, storage, repossession oroperation ofthe Aircraft, either in the air or on the ground, or which may be caused by any defect in the Aircraft from the material orany article or Part used therein orfrom the design ortesting thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of the Aircraft regardless ofwhen such defect may be discovered, whether or not the Aircraft is atthe time in the possession of Lessee, and regardless ofthe location ofthe Aircraft at any such time. (c) Lessor agrees that it shall, promptly after it has actual knowledge of a Claim, give written notice (providing reasonable details) of such claim to Lessee, whereupon provided no Default or Event of Default shall have occurred and be continuing, Lessee shall have the right, upon receipt ofLessor's priorwritten consent, to assume and conduct promptly and diligentlythe defense ofthe relevant Indemnitee with respectto such Claim. (d) Upon payment in full of indemnification amounts due and payable pursuant to this Section 13, Lessee shall be subrogated to any Claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to reasonably cooperate with Lessee to permit Lessee to pursue such claims, at Lessee's sole cost and expense
. (e) The indemnities contained in this Section 13 shall survive the execution and delivery of this Lease and the other Operative Agreements, and shall continue in full force and effect notwithstanding the expiration or other termination ofthis Lease or



### -18-other Operative Agreement and are expressly made for the benefit of and shall be enforceable by each Indemnitee. 

### Section 14
- Liens. (a) Lessee shall not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Aircraft, title thereto or any interest therein, except Permitted Liens. Forthe avoidance ofdoubt, Lessee shall discharge promptly, at its own cost and expense, any Lien that may arise on or with respect to the Aircraft, title thereto or any interesttherein that is not permitted pursuant to this Section 14. 

### Section 15
- Perfection ofTitle and FurtherAssurances. (a) Recordation of Lease. Lessee shall, at its sole cost and expense cause this Lease, the Lease Supplement, all exhibits hereto, any amendments or supplements hereto, and any and all additional instruments which shall be executed pursuant to the terms hereof to be kept, filed and recorded, and to be re-executed, re-filed and rerecorded at all times during the Term with the Aviation Authority and each other Governmental Entity having jurisdiction over the Aircraft, including the International Registry pursuantto the CapeTown Convention. 

### Section 16
- Return ofAircraftand Records. (a) Return Condition Requirements. Upon return to LESSOR, the Aircraft shall comply with the requirements of LESSEE'S Maintenance Program, shall be free and clear of all Liens (except Permitted Liens created by LESSOR) and shall be in as good an operating condition as when delivered hereunder, ordinary wear and tear excepted. The Aircraft also shall have at such time the configuration that such Aircraft had when delivered on the delivery date. Without limiting the generality ofthe foregoing, the Aircraft: (i) shall be clean (interior and exterior) by airline standards. (ii) shall have all emergency equipment on board in accordance with the FAA-approved specifications underwhich the Aircraft has been operated; and (iii) shall meet the manufacturer's published operating and structural limits fortheAircraft. 

### Section 17- Events ofDefault. (a) Lessee Default. Lessee fails timely and materially to comply with any of its obligations under this Lease, and except in the case of a breach of an obligation under the insurance provisions ofthis Agreement, for which there is no requirement of notice or opportunity to cure, if Lessee fails to remedy such breach within two business

-19-days ofLessor's giving notice ofsuch breach; then Lessor may without prejudice to any claim against Lessee immediatelyterminate this Lease for cause. (b) Lessor Default. If Lessor materially fails to comply with any of its obligations under this Lease, and if Lessor fails to remedy such breach within two business days after Lessee gives Lessor notice of such failure, then Lessee may without prejudice to any claim against Lessor immediately terminate this Lease for cause.
Section 18- Remedies. Upon the occurrence of any Event of Default and any time thereafter so long as the same shall be continuing, Lessor may, at its option and without notice to Lessee, declare this Lease to be in default and, at any time thereafter so long as Lessee shall not have remedied all outstanding Events of Default, Lessor may exercise, in addition to the enumerated remedies described in Section 17, above, any other available legal remedy. The exercise or beginning of exercise by Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by Lessor ofany or all of such other remedies. No express or implied waiver by Lessor of any Default shall in any way be, or be construed to be, awaiver ofany future or subsequent Default. LESSEE HEREBY IRREVOCABLYAND UNCONDITIONALLY CONSENTS TO THE REPOSSESSION, DEREGISTRATION, AND 

### I OR EXPO

. RT OF THE AI' RCRAFT BY LESSOR ON BEHALF OF THE LESSEE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. LESSEE HEREBY APPOINTS LESSOR AS ITS TRUE AND LAWFUL ATTORNEY, COUPLED WITH AN INTEREST AND WITH POWER OF SUBSTITUTION, WITH FULL POWER (IN THE NAME OF LESSEE OR OTHERWISE}, FOR THE PURPOSE OF ENFORCING LESSOR'S RIGHTS HEREUNDER, AND OTHERWISE WITH RESPECT TO ALL THIRD PARTIES (EACH OF WHOM MAY CONCLUSIVELY RELY WITHOUT FURTHER INQUIRY ON THE POWER GRANTED TO LESSOR HEREUNDER) AND WITH RESPECT TO ALL MATTERS BEFORE THE AVIATION AUTHORITY OR ANY OTHER GOVERNMENTAL ENTITYWHEREVER SITUATED. Section 19
- Miscellaneous. (a) Severability, Amendment and Construction. Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof; and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, Lessee hereby waives any provisions of Applicable Law which renders any provisions hereof prohibited or

-20-unenforceable in any respect. This Lease supersedes any prior or contemporaneous agreements, whether oral or in writing, of the parties hereto and shall constitute the entire agreement of the parties hereto. No term or provision of this Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing expressed to be a supplementto this Lease signed under hand by an officer ofthe party against which the enforcement of the change, waiver, discharge or termination is sought. This Lease shall constitute an agreement of lease, and nothing herein shall be construed as conveying to Lessee any right. title or interest in theAircraft orany Engine or Part except as a lessee only, · and subject in all events to the terms and conditions hereof. The headings in this Lease are for convenience of reference only and shall not define or limit any terms of the provisions hereof. Whenever required by the context hereof, the singular shall include the plural

_ and vice versa. All Exhibits and Schedules attached hereto are incorporated herein by reference and are deemed to be a part hereof. Lessor and Lessee agree to additional amendments that may be requested or required after the Aircraft is approved on Lessee's operations specifications that do not adversely affectthe interests and rights of Lessor Lender. (b) Governing Law: Jurisdiction. This Lease shall in all respects be governed by, and construed in accordance with, the laws ofthe State of New York, including all matters of construction, validity and performance. Lessor and Lessee hereby expressly submit to the non-exclusivejurisdiction ofthe U.S. federal courts situated in New York. Lessee further agrees that any legal action or proceeding against it or any of its assets may be brought in New York or in any jurisdiction where Lessee or any of its assets may befound. The foregoing submission to jurisdiction shall not be construed so as to limit the right of either party to take proceedings to enforce any judgment awarded pursuant to any such action againstthe other in whatsoeverjurisdictions shall to it seem fit nor shall the taking of proceedings in any one or more jurisdiction, preclude the taking of proceedings in any otherjurisdiction, whether concurrently or not. (c) Notices. All notices required under the terms and provisions hereof shall be in writing, shall be sentto Lessor or Lessee attheir respective addresses orfacsimile numbers setforth in Exhibit C hereto (or such other addresses orfacsimile numbers as the parties maydesignate from time to time. (d) Counterparts. This Lease and each Lease Supplement may be executed simultaneously in two or more counterparts, each ofwhich shall be deemed an original, but all.(e) Translation. In the event that this Lease is translated into a language other than English for purposes of registering or recording the same with another Governmental Entity, the English language version shall control, and the alternate language version shall so provide.

-21-

### (f) Expenses. Lessee shall be responsible for the fees of and shall pay the costs and expenses of filing this Lease with the Aviation Authority, including, without limitation, any Cape Town registrations.



### [Remainder ofPage Intentionally Left Blank; Signature Page Follows.]

-22-IN WITNESS WHEREOF, Lessor and Lessee, each pursuant to due authority, have each caused this Lease to be executed by their duly authorized officers as of the day and year first above written.

LESSOR: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, acting as OwnerTrustee

LESSEE: NATIONAL AIR CARGO GROUP, INC., d/b/a National Airlines 

### By:**------------------~------ -------**  Name:**------~----------------------** Title:



# --------------------------------

-s-IN WITNESS WHEREOF, 

### Lessor and Lessee, each pursuant to due authority, have each caused this Lease to be executed by their duly authorized officers as of the day and yearfirst above written.

LESSOR: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, acting as OwnerTrustee 

## By:

______________________________ _ Name:

____________________________ _ Title:---------------------------



### LESSEE: NATIONAL AIR CARGO GROUP, INC., d/b/a National Airlines

# By:~ Name: 

# Goe1.fY Title:

## ft1:12~clent

-S-TheAircraft 

### Aircraft Manufacturer: Model: Serial Number: EXHIBITA AIRCRAFT SPECIFICATIONS

The Boeing Company (described on the International Registry Manufacturer's Listas BOEING) 757-28A (described on the International Registry Manufacturer's List as 757-200) 24543

. United States Registration Number: N176CA 

### Engines Manufacturer:
Model: Serial Numbers: Rolls Royce (described on the International Registry Manufacturer's List as ROLLS ROYCE) RB211-535E4 (described on the International Registry Manufacturer's List as RB211 535) 30732 and 30736 (each ofwhich Engines has 550 ormore rated takeoff horsepower, or 1750 pounds of thrust, orthe equivalentthereof)

ExhibitA-1

### EXHIBIT B [RESERVED]

Exhibit B-1

### EXHIBIT C DEFINITIONS AND VALUES Basic Rent shall mean the rent for the Aircraft during the Term of the Lease payable in advance, in consecutive monthly installments on each monthly Basic Rent Payment Date, in the amount of US$[intentionally omitted, as confidential and proprietary information) or other amount to be mutually agreed upon between Lessorand Lessee per month to the following account: [intentionallyomitted, as confidentialandproprietaryinformation] Basic Rent Payment Date shall mean, during the Term, the Commencement Date ofthe Lease and the dasl numerically corresponding to the Commencement Date each month thereafter (starting in the first (1 ) month ofthe Lease Term) prior to the Expiration Date, and ifsuch day does not occur in a calendar month, then on the last Business Day in that month. Casualty Value shall mean US$[intentionallyomitted, as confidentialinformation](Agreed Value). Delivery Location shall mean Anchorage, Alaska. Estimated Delivery Date shall mean on or aboutAugust 29, 2013. Expiration Date shall mean the day before the date numerically corresponding to the Commencement Date in the twelfth (12th) calendar month after the Commencement Date, unless extended by mutual consent of Lessor and Lessee. Lessor's Address: Lessee's Address: Wells Fargo Bank Northwest, National Association National Air Cargo Group, Inc., Acting as OwnerTrustee d/b/a National Airlines 299 S. Main Street Citadel II Building MAC-U1228-120 5955 T.G. Lee Boulevard Salt Lake City, UT48111 Orlando, FL 32822 Attention: Corporate Trust Services Attention: Glen Joerger Telephone: · 801-246-6000 Telephone: 407-283-6228 Facsimile: (801) 246-5053-Att: Corp Trust Lease Group Facsimile: 407-313-2255 E-Mail: ctsfeasegroup@wellsfarqo.com E-Mail: gjoerger@nationalaircargo.com With a copy to: National Air Cargo, Inc. 350 Windward Drive Orchard Park, NY 14086 Attention: Brian Conaway Tel: 716-580-6952 Fax: 716-677-2657 Email: bconaway@natioinalaircargo.com Redelivery Location shall mean Ypsilanti, Michigan orother mutually agreeable locations.



### Exhibit C-1EXHIBIT D LEASE SUPPLEMENT NO. 1 LEASE SUPPLEMENT NO. 1, dated , 2013, between Wells Fargo Bank Northwest, National Association, acting as Owner Trustee, a national banking association organized and existing under the laws of the United States of America ("Lessor"), and National Air Cargo Group, Inc., d/b/a National Airlines, a Michigan corporation ("Lessee"). WITNESSETH WHEREAS, Lessor and Lessee have previously entered into that certain Aircraft Lease Agreement dated as of August

__, 2013 (herein called the "Lease" and the defined terms therein being hereinafter used with the same meaning). The Lease provides for the execution and delivery ofa Lease Supplement substantially in the form hereoffor the purpose of leasing the Aircraft described below under the Lease as and when delivered by Lessorto Lessee in accordance with the terms thereof. WHEREAS, the Lease relates to the Aircraft as more precisely described below. A counterpart of the Lease is attached hereto and this Lease Supplement and the Lease shall form one document. NOW THEREFORE, for and in consideration ofthe premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows. 1. Lessor hereby delivers and leases to Lessee under the Lease, and Lessee hereby accepts and leases from Lessor under the Lease, that certain The Boeing Company model 757-28A aircraft {described on the International Registry Manufacturer's List as BOEING model 757-200), manufacturer's serial. number 24543, and United States Registration Number N176CA with two {2) Rolls Royce model RB211-535E4 Engines {described on the International Registry Manufacturer's List as ROLLS ROYCE model RB211 535) with manufacturers serial numbers 30732 and 30736 {and as further described and defined in the Lease, the**~~Delivered** Aircraft"). 2. The Commencement Date for the lease of the Delivered Aircraft is the date of this Lease Supplement setforth in the opening paragraph hereof. 3. The term for the Delivered Aircraft shall commence on the Commencement Date and shall end on the Expiration Date, unless sooner terminated, or extended, as provided or permitted in accordance with the terms of the Lease. 4. Lessee hereby confirms to Lessor that: 

### (i) Lessee has accepted the Delivered Aircraft for all purposes hereof and of the Lease, and (ii) Lessee has inspected the

Exhibit D-1Delivered Aircraft and the Delivered Aircraft satisfies all ofthe conditions set forth in the Lease without exception. 

### 5. All ofthe terms and provisions ofthe Lease are hereby incorporated by reference in the Lease Supplementto the same extent as iffully setforth herein. 

### 6. This Lease Supplement may be executed in any number ofcounterparts, each of which counterparts, except as provided in Section 19(e) of the Lease, shall for all purposes be deemed to be an original, and all such counterparts shall together constitute butone and the same Lease Supplement. [Remainder of Page Intentionally Left Blank.]

Exhibit D-2

### IN WITNESS

**WHEREOF~** 

### Lessor and Lessee have caused this Lease Supplementto be duly executed as of

### the dayand yearfirst above written. LESSOR: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, acting as Owner Trustee 

### By:
________________________ __ Name:
______________________ ___ Title:-----------------------
LESSEE: NATIONAL AIR CARGO GROUP, INC., d/b/a National Airlines 

### By:
______________ ------------- Name:------------------------- Title:---------------------

Exhibit 

### D-3EXHIBIT DD DELIVERYCONDITION REQUIREMENTS 1 On Delivery, the Aircraft will, in addition to meeting the specifications set forth in Schedule 1, be in the following condition (the Delivery Condition): 1.1 General Condition The Aircraft shall: 1.2 be clean by international commercial airline standards; 1.3 [RESERVED]; 1.4 have installed the full complement of Engines and other equipment, Parts and accessories; 1.5 be configured in an "as is, where is" configuration; 1.6 [RESERVED]; 1.7 [RESERVED]; 1.8 be delivered with complete and up to date Manuals and Technical Records.

2 The Manuals and Technical Records, including all back-to-birth traceability evidences as required by the Aviation Authority, as specified in Schedule 4 and all pilot log book reports shall have been completed and closed t9 reflect the status of the Aircraft on the date of Delivery and shall be current. Any records for life limited parts shall be in original hard copy, "backto birth." 3 Upon the delivery conditions of paragraph 2 above being met, the Lessee and Lessor shall execute and deliver an Acceptance Certificate, at which time the Lessee shall have complied with the registration and insurance provisions of the Lease. 4 Prior to Delivery the Lessor at its expense shall procure that an Approved Maintenance Provider shall: 

### 4.1 correct any discrepancies from the Delivery Condition: and 4.2 correct any discrepancies to the Manuals and Technical Records.

Exhibit DD-1

### EXHIBIT E RETURN CONDITION REQUIREMENTS

1 On the Expiry Date (or earlier return of the Aircraft), the Lessee shall (unless a Total Loss has occurred) redeliver the Aircraft and Manuals and Technical Records to the Lessor atthe Lessor's expense atthe Redelivery Location. 2 On Redelivery, the Aircraft 

### will, be in the following condition (the 

### Redelivery Condition): 2.1 free and clear ofall Security (otherthan any Lessor Lender's Security); 2.2 [RESERVED]; 2.3 be zero time since a A1-Check including all lower checks performed in accordance with the Approved Maintenance Program, with all maintenance to the Aircraft due for performance on or before Redelivery having been completed in accordance with the Approved Maintenance Program, and with no outstanding deferred maintenance; 2.4 with all outstanding Airworthiness Directives that must be complied with in orderto register the Aircraft in any jurisdiction and which have a compliance date during the Lease Term having been accomplished; 2.5 with all damage to the Aircraft arising during the Lease Term repaired and certified in accordance with the requirements of the Manufacturer's or Engine Manufacturer's SRM, the Aviation Authority; 2.6 [RESERVED]; 2.7 [RESERVED]; 2.8 in the same condition and configuration as at Delivery, normal wear and tear excepted; 2.9 [RESERVED]; and 2.10 at Lessor's cost, have Lessee's markings removed. 3 The Manuals and Technical Records and all pilot log book reports shall have been completed to reflect the status ofthe Aircraft on the date of Redelivery and shall be current and in compliance with FAA regulations. Any records for life limited parts shall be in original hard copy, "backto birth."

Exhibit E-1

## . . 

# .

4 Inspection 

### 4.1 Lessor may observe performance of the A1-Check accomplished prior to Redelivery. 

### 4.2 Prior to Redelivery, Lessee at Lessor's expense shall perform for Lessor's observation and benefit (i) a power assurance run of the Aircraft, performed in accordance with Manufacturer specifications, (ii) a borescope of each Engine performed in accordance with Engine Manufacturer specifications. 

### 4.3 Lessor shall commence its inspections in a timely manner so as to complete its inspections of the Aircraft and the Manuals and Technical Records on or before the contemplated completion of the A1-Check (including items to be performed under clause 4.2 of this Schedule) to be accomplished prior to Redelivery and Lessor will advise Lessee and Lessor and Lessee shall agree (each party acting reasonably) as to any discrepancies to the Aircraft or the Manuals and Technical Records by such time ("Final Discrepancy List")

. Forthe avoidance ofdoubt, such Final Discrepancy List shall ·not include defects or discrepancies normally carried over or dealtwith during an A4-Check, C-Check or 0-Check and can only be such items falling outside of the Manufacturer's Aircraft Maintenance Manual's limits and not considered normal wear and tear. Lessor's Final Discrepancy List shall be final and no additional items may be added to or amended to the agreed Final Discrepancy List. Lessee will at its cost cause for the satisfactory closure of the items listed on the Final Discrepancy List in conjunction with the Lessor (acting reasonably). Following satisfactory completion and closure of the items on, the Final Discrepancy List as provided herein, the Lessee and Lessor shall execute and delivera Redelivery Receipt in the form attached hereto. 5 At Redelivery the Lessee shall ensure that the quantity offuel on board the Aircraft shall be no less than there was at Delivery, failing which Lessee shall pay Lessor forthe fuel deficit atthe price then prevailing atthe Redelivery Location

.

Exhibit E-2.. ,, 

# .

EXHIBIT F MAINTENANCE RECORDING REQUIREMENTS Lessee shall maintain all Aircraft Documents in accordance with Applicable Law and FAA standards, including but not limited to the requirements under U.S. FAR Part 121.380, and Lessee shall in all events keep all records for the entire Term ofthe Lease. 1. All the records necessaryto showthat all requirements forthe issuance of an airworthiness release under Sec. 121.709 ofthe FAR's have been met. 2. Records containing the following information: 

### i. The total time in service ofthe Airframe

. ii. The current status of Life Limited Parts of the Airframe and each appliance. 

### iii. The time since last overhaul of all items installed on the Aircraft which are required to be overhauled on a specified time basis. iv. The identification of the current inspection status of the Aircraft, including the times since the last inspections required by the inspection program underwhich the Aircraft and its appliances are maintained.
v. The current status of applicable airworthiness directives, including the method ofcompliance. vi. A list of current major alterations to the Airframe and each appliance. 3. These records shall be retained and transferred with the Aircraft at the time the Aircraft is returned to Lessor.

g:\n\nationolaircargogroup, inc\n176ca-wellsfargo-nocmejze
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Exhibit E
-3

### ATTACHMENT**NUMBER~­** 

## to
LEASE SUPPLEMENT NO. 1 LEASE SUPPLEMENT NO.1, dated

## ~JDt 

# )j ,2013, between Wells Fargo Bank Northwest, National

### Associati~ting as Owner Trustee, a national banking association organized and existing under the laws of the United States of America ("Lessor"), and National Air Cargo Group, Inc., d/b/a National Airlines, a Michigan corporation (11Lessee"). WITNESSETH WHEREAS, Lessor and Lessee have previous! ntered into that certain Aircraft Lease Agreement dated as of , 2013 (herein called the "Lease" and the defined terms therein ing hereinafte used with the same meaning). The Lease provides for the execution and delivery of a Lease Supplement substantially in the form hereof for the purpose of leasing the Aircraft described below under the Lease as and when delivered by Lessor to Lessee in accordance with the terms thereof. WHEREAS, the Lease relates to the Aircraft as more precisely described below. A counterpart of the Lease is attached hereto and this Lease Supplement and the Lease shall form one document. NOWTHEREFORE. for and in consideration ofthe premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows. 1

. Lessor hereby delivers and leases to Lessee under the Lease, and Lessee hereby accepts and leases from Lessor under the Lease, that certain The Boeing Company model 757-28A aircraft (described on the International Registry Manufacturer's List as BOEING model 757-200), manufacturer's serial number 24543, and United States Registration Number N176CA with two (2) Rolls Royce model RB211-535E4 Engines (described on the International Registry Manufacturer's List as ROLLS ROYCE model RB211 535) with manufacturers serial numbers 30732 and 30736 (and as further described and defined in the Lease, the "Delivered Aircraft"). 2. The Commencement Date for the lease of the Delivered Aircraft is the date of this Lease Supplement setforth in the opening paragraph hereof. 3. The term for the Delivered Aircraft shall commence on the Commencement Date and shall end on the Expiration Date, unless sooner terminated, or extended, as provided or permitted in accordance with the terms ofthe Lease. 4. Lessee hereby confirms to Lessor that: (i) Lessee has accepted the Delivered Aircraft for all purposes hereof and of the Lease, and (ii) Lessee has inspected the Delivered Aircraft and the Delivered Aircraft satisfies all ofthe conditions set forth in the Lease without exception. 5. All ofthe terms and provisions ofthe Lease are hereby incorporated by reference in the Lease Supplement to the same extent as iffully set forth herein." 

### ., 

# .

6. This Lease Supplement may be executed in any number ofcounterparts, each of which counterparts, except as provided in Section 19(e) of the lease, shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same Lease Supplement. [Remainder of Page Intentionally Left Blank.]\. 

# . ( 

### ..

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplementto be duly executed as ofthe day and year first above written

. LESSOR: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, acting as Owner Trustee

LESSEE: NATIONAL AIR CARGO GROUP, INC., d/b/a National Airlines By:

____________________________ _ Name:



# ------------------------------ Title:



# --------------------------------

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### IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplementto be duly executed as of the day and yearfirst above written. LESSOR: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, acting as Owner Trustee 

### By:

__________________________ __ Name:

_____________________________ Title:--------------
LESSEE: NATIONAL AIR CARGO GROUP, INC., d/b/a National Airlines

g:\n\nationalaircargogroup, inc\n176ca·wellsfargo-nocmefze
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# Tab3National Air Cargo Group, Inc.

12

Month Estimated Statement of Operations Sanford,

FL to Dubai lnt'l UAE

Two

Round Trip Flight Per Month Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Total

Revenue $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $600,000 $7,200,000

Cost of Sales Crew

Wages $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $35,875 $430,500

Maintenance

Wages $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $8,200 $98,400

Fuel

Expense $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $138,375 $1,660,500

Insurance

$23,575 $23,575 $23,575 $23,575 $23,575 $23.575 $23,575 $23,575 $23,575 $23,575 $23,575 $23,575 $282,900

Lease

Costs $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $27,675 $332,100

Overflight,

Landing & Handling $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $30,750 $369,000

Maintenance

Costs $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $15,375 $184,500

Catering

$11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $11,275 $135,300

Training

$7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $7,175 $86,100

Travel

$41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $41,000 $492,000

Other

Direct Costs $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $10,500 $126,000

Total

Direct Costs $349,775 $349,775 $349,775 $349,775 $349,775 $349,775 $349.775 $349,775 $349,775 $349,775 $349,775 $349,775 $4,197,300

Gross Profit $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $250,225 $3,002,700

Selling $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000

General

and Administrative $90,000 $90,000 $90,000 $90,000 $90,000 $90,000 $90,000 $90,000 $90,000 $90,000 $90,000 $90,000

TOTAL EXPENSE $449,775 $449,775 $449,775 $449,775 $449,775 $449,775 $449,775 $449,775 $449,775 $449,775 $449,775 $449,775

NET INCOME $150,225 $150.225 $150,225 $150,225 $150,225 $150,225 $150,225 $150,225 $150,225 $150,225 $150,225 $150,225

Noles to Estimated Statement of Operations

1.

Estimate based on full month of product1on 1n month 1

2.

Estimate based on 80% passenger load at an average (one way or round trip) cost of 5950 per Business Class t:Jcket and $1,530 Economy Class tlcket

3.

Insurance 1s comprised of aircraft insurance only. General corporate Insurance is included 1n G&A Expense

4.

Lease cost represents cost per block hour payable to related entity

5.

Maintenance costs are comprised of historical averages per cycle/hour for both scheduled and unscheduled maintenance

6.

Other Direct Costs represent costs for flight operations, a1rport fees, safety costs and in-flight entertainment costs

7.

Selling, General and Administrative costs Include corporate overhead, management costs. legal and professional fees and the l1ke

# Tab4Signed Certification Pursuantto Title 18 ofthe United States Code Section 1001, I, Glen G. Joerger, in my individual capacity and as the authorizedrepresentative ofthe applicant, have not in any mannerknowingly and willfully falsified, concealed orcovered up any material fact

ormade any false, fictitious, orfraudulent statement orknowingly used any documents whichcontain such statements in connection with the preparation, filing orprosecution of this application. I understand that an individual who is found to have violated the provisions of18 U.S.C. §1001 shall be fined notmore than $10,000 orimprisoned not

more than five years, orboth.

August 

# rr, 2014 President National Air Cargo Group, Inc. d/b/aNational Airlines