MURPHY, HESSE,TOOMEY & LEHANE, LLP Attorneys AtLaw

CROWN COLONY PLAZA 300 CROWN COLONY DRIVE SUITE 410 QUINCY, MA 02169
75-101 FEDERAL STREET BOSTON, MA 02110
ONE MONARCH PLACE SUITE 1310R SPRINGFIELD, MA 01144
TEL: 617-479-5000 FAX: 617-479-6469 TOLL FREE: 888-841-4850 www.mhtl.com 

### Please respondto Quincy

VIA FIRST CLASS MAIL AND EMAIL (tmcculloch@hinshawlaw.com) Timothy I. McCulloch, Esquire Hinshaw & Culbertson LLP 3200North Central Avenue Suite 800 Phoenix, AZ 85012-2428


### Re: Boston ExecutiveHelicopters, LLC
DearAttorney McCulloch: Arthur P. Murphy James A. Toomey Katherine A Hesse Michael C. Lehane John P. Flynn Regina Williams Tate Edward F. Lenox, Jr. Mary Ellen Sowyrda David A. DeLuca Donald L. Graham Andrew J. Waugh Geoffrey P. Wermuth Robert S. Mangiaratti Kathryn M. Murphy Alisia St. Florian Thomas W. Colomb Doris R. MacKenzie Ehrens Clifford R. Rhodes, Jr. Karis L. North Bryan R. LeBlanc Brandon H. Moss Michael J. Maccaro Kevin F. Bresnahan Kathleen Y. Ciampoli Brian P. Fox Lauren C. Galvin Tami L. Fay Kier B. Wachterhauser Sarah A. Catignani Lena-Kate Ahern Felicia S. Vasudevan

Ann M. O'Neill, Senior Counsel

February 12,2015

Ipresumethat your representation ofBoston Executive Helicopters, LLC ("BEH") includes lease matters. Ifit does not, please advise accordingly.
At its February 11, 2015 meeting, the Norwood Airport Commission ("NAC") votedto conditionally offer a lease for a portionofthe WestApron, designated as so-called "Parcel A," to BEH. A copy ofthis lease is enclosed in Tab A. Please note that this lease offeris subjectto three (3) conditions: (1) BEH has fifteen (15) days to accept the lease offer; (2) BEH has thirty (30) days from accepting the lease offerto provide the NAC with detailed financial information; and (3) the detailed financial information submitted by BEH is approved by the NAC. The lease offer will be considered revoked, and therefore deemed null and void, ifany ofthese conditions is not met.MURPHY, HESSE, TOOMEY & LEHANE, LLP Attorneys AtLaw Timothy I. McCulloch, Esquire Hinshaw & Culbertson LLP February 12, 2015 Page 2

Forover a year, the NAC has requested that BEHprovide a businessplan and detailed financial information consistent with BEH's stated intention ofoperating a commercial fixedbase operator ("FBO") business attheNorwood Memorial Airport ("NMA"). To date, the detailed financial information has not been received by theNAC.
The detailed financial information requested by the NAC is consistent with theNMA Minimum Standards, which were issued in accordance with Federal Aviation Administration Advisory Circular 150/5190-7. Moreover, giventhe nature ofits proposed FBO operation, includingthe commercial sale ofaviation fuel to the public, theNAC has an obligationto protect the interests ofairport patrons and the public, as well as discouraging substandard and/orunsafe would-be serviceproviders. SeeNMA Minimum Standards at 2.
Foryour convenience, I have enclosed a copy ofthe detailed financial information requested by the NAC in Tab B. A copy ofthe requested detailed financial information was previouslyprovidedto ChristopherDonovan. Itis the NAC's expectation that the information your clientprovides will be kept confidential, except to the extentthat disclosure is required by law. See M.G.L. c. 4, § 7(26).
Atyour earliest convenience, please confirm your representation ofBEH for lease matters and, ifso, as to your client's intentions. Thankyou for your courtesy in this matter.

/bhrn Enclosures cc: Norwood Airport Commission (viafirst class mail) Russ Maguire, A.A.E., ACE, Airport Manager (viafirst class mail and email)

835467vl

# TABA

## NorwoodMemorialAirport Standard Ground Lease, Short-Term: West Apron, ParcelA

This Lease Agreement ("Lease" or "Agreement") is made the_day ofFebruary 2015 by and between the Norwood Airport Commission (NAC) ("Lessor" as defined below or "NAC") andBoston Executive Helicopters, LLC("Lessee", as defined below).
Lessor: Norwood Airport Commission, acting pursuantto its statutory powers as set forth under Massachusetts General Laws, Chapter 90, Sections 51D through 51N, as the same may be amended, by and on behalfofthe Town ofNorwood, and having its usual place ofbusiness at Norwood MemorialAirport, 125 Access Road, Norwood, MA 02062.
Lessee: Boston Executive Helicopters, LLC, having its usual place of business at Norwood Memorial Airport, 209 Access Road, Norwood, MA 02062.
I. GROUND SPACE: In consideration ofthe rent and covenantshereinreserved and contained onthe part ofthe Lessee to be paid, performed and observed, the Lessorhereby leases unto the Lessee a parcel (referred to as Parcel A) ofimpervious, asphalt-covered land containing approximately eleven thousand seven hundred eighty six (11,786±) square feet ofland (commonly referred to as the "West Apron, Parcel A") and shown as "West Apron Leased A" on a plan attached hereto as Exhibit A, which is fully incorporated herein and made a part hereof, situated on the Norwood Memorial Airport (also referred to as the "Airport") in Norwood, Massachusetts ("Leased Premises"). Contained outside and east of the Leased Premises and West Apron and west of the north-south taxi-lane centerline, is part ofa taxi-lane object-free area (commonly referred to as a "TOFA"), also shown on said Exhibit A. Contained outside and north of the Leased Premises and West Apron and south ofthe Gate 3 taxi-lane centerline, is part ofa TOFA, also shown on said Exhibit A. Neither the north-south taxi-lane TOFA, nor the Gate 3 taxi-lane TOFA are part ofthe LeasedPremises.
II. TERM: Subjectto earliertermination as hereunderprovided, this Lease is for one (1) term offive (5) years, commencing on the 1st day ofMarch 2015 and ending on the 291h day ofFebruary 2020 ("Term").
III. RENT: The rentthat the Lessee will payto the Lessor shall be paid intwelve (12) equal monthly installments of Four Hundred Sixty Two and 001100 Dollars ($462.00). The first (1 51) payment hereunder shall be made upon the execution and delivery ofthis Agreement to the Lessor, and subsequent payments shall be made no later than the first (1 51) day ofeachmonththereafter, during the Termthereof.
For each successive year ofthis Lease, the rent will increase by two percent (2%) from the preceding year. The Lessee further agrees to pay the Lessor finance charges ofone-and-a-halfpercent (1 Yz%) per month (eighteen percent (18%) annual percentage rate) on all rent(s) and

833784v3payment(s) due under this Lease for each month or fraction ofa month that the rent(s) or payment(s) remainunpaid beyond thirty (30) days after the date on which they are due.
IV

. USE OF THE LEASED PREMISES: The Lessee shall have the right to use the Leased Premises for the following purposes and activities described herein, and none other. The Leased Premises shall only be used to accommodate the securing ofaircraft
on the six (6) aircraft tie-downs provided on said Leased Premises, and/or to groundhandle aircraft. Further the Lessee agrees to adhere to all environmental requirements. Ground-handling includes the fuel servicing ofaircraft.
It is agreed that the Lessor makes no representation or guarantees that the Leased Premises is fit for the use(s) to which they are placed by the Lessee, but rather that the Lessee has made its own independentjudgment that the Leased Premises are suitable to the Lessee'sneeds

. The use ofthe Leased Premises shall be conditioned upon the Lessee applying for and holding all necessary permits, licenses, certificates and approvals (as applicable) to operate as a fixed-base operator on the Airport. Time is ofthe essence with respect to the application for all such permits, licenses, certificates and approvals. The Lessee shall use its best efforts to apply for all necessary permits, licenses, certificates and approvals (as applicable) to operate as a fixed-base operator on the Airport

. The Lessor reserves the right to terminate this Lease in the event that the Lessee: does not use its best efforts to apply for and hold all necessary permits, licenses, certificates and approvals (as applicable) to use the Leased Premises as contemplated herein; does not timely undertake the necessary actions to use the Leased Premises as contemplated herein (including applying for all necessary permits, licenses, certificates and approvals (as applicable) and any required renewal ofthe same); and/or does not in fact use the Leased Premises as contemplated herein.
V. INSURANCE: The Lessee agrees that it will secure and pay for commercial general liability insurance with respect to the Leased Premises, insuring the Lessee and the Lessor (including its past, present and future officers, officials, employees, agents, servants, representatives, designees, volunteers, boards, committees, commissions, departments, and assigns) against all claims for injuries to a person or property sustained by anyone while on the Leased Premises

. The Lessee agrees to name the Lessor as an additional insured

. Insurance will also include coverage for any product and service provided by the Lessee. Lessee will maintain property and general liability insurance with limits ofnot less than Two Million and 00/100 Dollars ($2,000,000) for personal injury including death or such other amount as the Lessor may require from time to time; property damage insurance with limits ofnot less than Ten Million and 00/100 Dollars ($10,000,000) or such other amount as the Lessor may require from time to time; and any other type ofinsurance as may be required by law or by the Lessor with limits in the amount(s) specified by law and/or by the Lessor. Higher insurance coverage limits may apply based on the Lessee's planned use of the Leased Premises with respect to the applicable insurance coverage limits reflected in the Norwood Airport Minimum Standards

. Insurance must be provided by a responsible company(ies) authorized to do

833784v3 2business in Massachusetts. The Lessee shall provide the Lessor with duplicate originals ofpolicies providing such insurance and shall provide reasonable evidence by providing
an annual updated policy(ies) to the Lessor (including, as applicable, certificate(s) of insurance and binder(s)). The Lessee shall promptly provide the Lessor with duplicate originals of insurance policies (including, as applicable, certificate(s) of insurance and binder(s)) in the event ofany material change in the coverage limits, type ofinsurance, or the insurer providing any such insurance. Insurance policies and coverage limits shall at all times conform to the applicable rules, regulations, standards, policies, directives, guidelines, and other requirements issued by the Federal Aviation Administration ("FAA''), Massachusetts Department of Transportation (Aeronautics Division) or its successor (collectively, "MassDOT"), and the NAC. Copies of all insurance policies (including, as applicable, certificate(s) ofinsurance and binder(s)) shall be filed with and maintained in the offices ofthe NAC.
VI. ASSIGNMENTS, MORTGAGES, OR SUBLEASES: Neither the Lessee, nor its successors, heirs or assigns, shall assign, mortgage, pledge, transfer or encumber this Lease or the Leased Premises. A change in the ownership of the Lessee shall be considered an assignment and/or transfer for purposes of this section. The Leased Premises may not be sub-let for any purpose. If the Lease is assigned, sub-let, or transferred (with or without the consent ofthe Lessor), or any part ofthe Leased Premises is used or occupied by any person or entity other than the Lessee (with or without the consent ofthe Lessor), the Lessor may, after default by the Lessee, collect rent from such assignee, transferee, sub-lessee, user and/or occupant and apply any amount collected to the rent reserved herein, but no such assignment, transfer, sub-lease, use occupancy, and/or collection shall be deemed a waiver of any agreement or condition hereof, or acceptance of the assignee, transferee, sub-lessee, user and/or occupant as the Lessee. The Lessee shall continue to be liable hereunder in accordance with the terms and conditions ofthis Lease and shall not be released from the performance ofthe terms and conditions hereof. The consent of the Lessor to an assignment, sub-lease, mortgage, pledge, transfer, and/or encumbrance shall not be construed as relieving the Lessee from obtaining the express written consent to any future transfer of interest (whether by assignment, sub-lease, mortgage, pledge, transfer, encumbrance and/or otherwise).
VII. SPECIAL CONDITIONS: All activities shall be in accordance withthe General Regulations for Norwood Memorial Airport, Norwood Airport Minimum Standards, Norwood Memorial Airport Storm Water Pollution Prevention Plan, Norwood Memorial Airport Spill Prevention, Control and Countermeasures Plan, Norwood Memorial Airport Security Plan (including restrictive access control to and from the Leased Premises), and any other applicable rules, regulations, standards, policies, directives, guidelines, and other requirements issued by the FAA, MassDOT, and the NAC, as any ofthe foregoing may be in effect or amended from time to time (including any successorprovisions). The NAC reserves the right to alter these plans, standards, rules, regulations, guidelines, and local requirements as needed to reflect federal and/or state requirements in the future. The NAC further reserves the right to alter access to the Leased Premises for safety and securityreasons.

833784v3 3

### -STANDARD PROVISIONSVIII. ACCESS AND EGRESS: The Lessee shall at all times have the full and free right ofaccess and egress to the Leased Premises referred to herein, subject, however, to safety and security requirements

. This provision ofaccess and egress applies additionally for employees, customers, passengers, guests and invitees ofthe Lessee. Suchrights shall extend to persons or organizations supplying materials or furnishing services to the Lessee, including the use ofvehicles, machinery and equipment reasonably required by such person or organization, provided, however, that such use shall conform to plans, standards, rules, regulations, guidelines, directives, and local requirements (including security requirements) ofthe NAC regulating such activity

.

IX. RULES AND REGULATIONS: The Lessee agrees to observe and obey the General Regulations for Norwood Memorial Airport, and any standards, regulations, plans, rules, guidelines, directives, programs, and local requirements incorporated therein (collectively referred to as the "General Regulations") adopted by the NAC, as the same may be in effect or amended from time to time (including any successorprovisions), and to conform to such standards, regulations, plans, rules, guidelines, programs, and local requirements applicable to the operation ofaircraft on an airport also issued by the Lessor or any federal or state agency. The Lessee must furthermore comply with the rules, regulations, standards, policies, directives, guidelines, and other requirements ofthe FAA and the MassDOT with respect to operation ofaircraft on an airport as the same may be in effect or amended from time to time (including any successor provisions). The provisions ofthe General Regulations, as amended from time to time, are incorporated herein. To the extent the General Regulations are inconsistent with this Lease, the General Regulations shall control.

X. GOOD AND SUFFICIENT REPAIR: It is agreed the Lessor shall be under no obligation to maintain or repair the Leased Premises, but the Lessee shall keep the Leased Premises in good and sufficient repair and shall quit and deliver up said Leased Premises upon termination ofthe Lease in the same condition they are now in. Ordinary wear and tear and damage resulting from natural elements, or circumstances over which the Lessee had no control, are excluded from this provision

. The Lessee shall be responsible for snow removal within the Leased Premises. It is further agreed that pavement maintenance and crack seal repair shall be performed by the Lessee at its sole expense annually, ormore frequently ifneeded

. XI. RIGHT TO MAKE IMPROVEMENTS, ALTERATIONS, ORREPAIR: The Lessor reserves the right from time to time to make those improvements, alterations, renovations, changes and/or repairs in and about the Leased Premises that the Lessor deems desirable, otherthan those hereinbefore provided for the Lessee to do. The Lessee shall make no claim against the Lessor for interference with the leasehold interest or for loss or damage to its business and/or operations during such said improvements,

833784v3 4alterations, renovations, change and/or repair. The Lessee shall not hinder or interfere with the Lessor in the making of said improvements, alterations, renovations, changes and/or repairs in and about the Leased Premises. The Lessor shall have the right at all times to erect a building or structure on adjoining or neighboring premises as it deems fit
or proper, without any liability to the Lessee therefore in any event or any cause. The Lessor, as the authorized representative ofthe Norwood Memorial Airport, is solely in charge ofdetermining the nature and scope for improvements to the Airport. Through the Airport Layout Plan (ALP) and/orthe Airport Master Plan, the Lessor shall determine
as it seems fit and proper, without any liability to the Lessee, therefore in any event, or any cause
. The Lessee agrees not to make or suffer to make any improvement, alteration, renovation,change and/or repair therein without the approval ofLessor in advance ofany work.

XII. LESSEE TO RESTORE PREMISES: In the event the Leased Premises is destroyed in whole or in partby fire or other casualty, orby the Lessee's want ofcare,the Lessee shall on receipt ofnotice from the Lessor promptly rebuild or restore the Leased Premises to their previous condition, or alternately, may restore the ground site to preLease condition, and the Lessee may terminate this Agreement upon thirty (30) day's prior written notice to the Lessor. The Lessee shall remain liable for any rent and other charges due hereunder at all times, notwithstanding rebuilding, restoration or demolition, and the Lessor shall not be liable for any costs, expenses or other charges incurred bythe Lessee attributable to any election ofthe Lessee hereunder.
XIII. LESSEE TO COMPLY WITH FIRE PREVENTION LAWS: The Lessee shall at all times comply with Massachusetts General Laws Chapter 148, the Massachusetts Fire Prevention Regulations, and the rules, regulations and other applicable requirements ofthe Norwood Fire Department for the prevention offires and the environmental safety ofthe Leased Premises, as is presently in effect and as the same may be amended from time to time (including any successor provisions). The Lessee shall furthermore comply with the National Fire Protection Association recommendations and standards, where applicable. The Lessee shall at its own expense comply with all orders relating thereto.
XIV. INDEMNIFICATION OF LESSOR: The Lessor shall not be liable for any claim, liability, loss, expense, cost (including attorney fees), injury, death or damage to person or property, which may be suffered, sustained or incurred by the Lessee and its agents, servants, representatives, employees, subtenants, visitors, guests, users or occupants ofthe Leased Premises, whether or not such claim, liability, loss,expense, cost (including attorney fees), injury, death or damage shall be caused by, or in any way result from, or arise out of any act, omission, or negligence ofthe Lessee or any employee, agent, representative, occupant, subtenant, visitor, or user ofany portion ofthe Leased Premises, or result from or be caused by any other matter or thing, whether ofthe same kind or of a different kind than the matter of things set forth, and the Lessee shall indemnify the Lessor against all claims, liabilities, losses, expenses, costs (including attorney fees), injuries, deaths or damages (with legal representation acceptable to the

833784v3 5Lessor)

. The Lessee hereby waives all claims against the Lessor for damages to improvements, alterations, renovations, changes and/or repairs that are now on or hereafter may be placed on the Leased Premises and to the property ofthe Lessee in or about the Leased Premises, from any cause arising at any time during the Term hereof. The two (2) preceding sentences shall not apply to loss, injury, death or damage by reason ofthe sole negligence ormisconduct oftheLessor, its agents or employees

. Itis understood thatthe Lessor shall not be liable in any way to the Lessee and its agents, representatives, servants, subtenants, visitors, guests, occupants, or employees for any injury to persons or damage to property resulting from the sinking or settlement ofthe land or from any change in the physical condition ofthe land or from any change in the physical condition ofthe land caused by the elements, erosion or deterioration

. XV. TAXES: Real estate taxes, if any, on the Leased Premises will be the obligationofthe Lessee

. XVI. TERMINATION BY LESSOR: The Lessee hereby covenants with the Lessor and its successors and assigns, that it will pay hereofunto the Lessor the monthly rent upon the days appointed for payment, and also all taxes and assessments, including any penalties ofwhatever nature. Ifthe Lessee fails to make payments due within thirty (30) days on the date on which payment is due, the Lessor may, at its option, terminate this Agreement and take possession ofthe Leased Premises. The Lessor shall have the right to terminate this Agreement in the event that the Lessee or its agents, representatives, servants or employees cause the Leased Premises to strip, waste or sustain damage, or to commit any breach ofthe covenants ofthis Lease, and the Lessee shall have the right to remove its building or property not held by the Lessor for security ofpayment. The Lessor shall also have the right to terminate this Agreement in the event that the Lessee fails to comply withthe provisions ofthis Lease.
XVII. LESSOR'S RIGHT OF ENTRY: The Lessee shall permit the Lessor and its agents, designees, servants, insurers, representatives, attorneys, and employees to enter the Leased Premises at all reasonable times for the purpose ofinspecting the same, for the purpose of posting notices of non-responsibility for alterations or repairs, or to make improvements, alterations, renovations, changes and/or repairs as described hereunder, without any rebate of rent and without any liability to the Lessee for any loss of occupation or quiet enjoyment ofthe Leased Premisesthereby occasioned.
XVIII. RE-ENTRY AND REPOSSESSION ON DEFAULT: The Lessor may terminate this Agreement pursuant to Article XVI hereunder, or for non-payment ofrent, taxes, assessments, or other payments obligated hereunder, or ifthe Leased Premises are abandoned, surrendered orvacated by the Lessee during the term thereof.
XIX. LESSEE'S RIGHT TO TERMINATE: In the event the Airport or the Leased Premises shall for any reason become unsuitable by reason of any law or regulation now or hereafter enforced adversely affecting the Lessee's business, the Lessee shall have the right to terminate and cancel this Lease upon giving the Lessor

833784v3 6thirty (30) days' notice in writing, provided, however, that the Lessor may within such time, remove such cause for cancellation by placing the Leased Premises in suitable and safe condition so as to comply withthe law and regulation affecting the same.
XX. CONFORMITY OF AGREEMENT: The Lessor reserves the right to enter into other agreements which authorize the use ofthe Airport facilities on terms similar to those extended to Lessee. However, the Lessor agrees not to enter into any similar agreements with respect to the Airport, which contain more favorable terms than this Agreement with the Lessee, or to grant potential competitors ofthe Lessee privileges not herein authorized unless the same are extended to the Lessee.
XXI. SURRENDER OF POSSESSION: On expiration or other termination ofthis Agreement, the Lessee's right to use the Leased Premises, and any other facilities and service set forth herein shall cease, and the Lessee shall vacate the premises without unreasonable delay. Except as otherwise provided in this Lease, all property bought, installed, or placed by the Lessee in, or about the Airport and the Leased Premises, including, but not limited to, storage tanks, pipes, pumps, poles, machinery, and air conditioning equipment, shall be deemed and shall remain the property ofthe Lessee. The Lessee shall have the right at any time during the Term hereofand for an additional ten ( 1 0) days after the expiration or other termination ofthe Agreement to remove any and all ofsuch property from the Airport, subject, however, to the Lessee's obligation to repair all damage, ifany, resulting from moving or removal. Any and all property not removed by the Lessee prior to expiration of the ten (10) day period shall thereupon became part ofthe land on which it is located and/or title shall vest with the Lessor at the sole election ofthe Lessor (as applicable).
XXII. ABANDONMENT OF PREMISES: The Lessee hereby agrees not to vacate, surrender or abandon the Leased Premises at any time during the Term hereof. If the Lessee shall abandon, vacate or surrenderthe Leased Premises, or be dispossessed by process oflaw, or otherwise, any personal property belonging to the Lessee and left on the Leased Premises shall be deemed to be abandoned, and may either be retained by the Lessor as property ofthe Lessor or may be disposed ofat a public or private sale as the Lessor sees fit. The proceeds ofany property ofthe Lessee sold at public or private sale,
or the then current fair market value ofsuch property as may be retained by the Lessor, shall be applied by the Lessor against (1) the expenses ofthe Lessor for removal, storage, and/or sale ofthe property, (2) the arrears ofrent or future rentpayable and other charges
or payments due under this Lease, and (3) any other damages to whichthe Lessor maybe entitled hereunder. The balance ofsuch amounts ifany shall be givento the Lessee. The Lessor may, at its option, re-let the Leased Premises as agent ofthe Lessee, however, the Lessee shall remain liable for loss or damages resulting from the abandonment, vacating or surrender ofthe Leased Premises. The Lessee hereby waives all rights ofnotice to quit or intention to re-enterthe Leased Premises under the provisions ofany statute ofthe Commonwealth of Massachusetts, or of this Lease, in the event of abandonment, vacating, or surrender ofthe Leased Premises.

833784v3 7XXIII. SIGNS, AWNINGS, AND MARQUEES INSTALLED BY LESSEE: The Lessee shall not construct or place signs, awnings, marquees, or other structures projecting from the exterior ofthe premises without written consent ofthe Lessor. The Lessee shall remove such signs, displays, advertisements, or decorations placed on the premises, which, in the sole opinion of the Lessor, are offensive or otherwise objectionable. If the Lessee shall fail to remove signs, displays, advertisements, or decorations within seven (7) days after receiving written notice from the Lessor to remove, then, the Lessor reserves the right to enter the premises and remove the objectionable item at the expense ofthe Lessee.
XXIV. AGENCY: The Lessee shall not at any time during the period ofthis Lease, or any extensions thereof, act as agent, servant, representative, ass1gn, or employee ofLessor, and shall not be liable for failure to so act.
XXV. NOTICE: All notices to be given with respect to this Lease shall be in wntmg. Each notice shall be sent by registered or certified mail, postage prepaid, and returned receipt requested, to the party to be notified at the address set forth herein or at such other address as either party may from time to time designate in writing. Every notice shall be deemed to have been given at the time it shall be deposited in the United States mails in the manner prescribed herein. Nothing contained herein shall be construedto preclude personal service ofa summons or other legal process. XXVI. ATTORNEY'S FEES: Ifany action at law or in equity shall be brought by the Lessor to recover rent under this Lease, or for, or on account ofany breach hereof, orto enforce or to interpret any ofthe covenants, terms or conditions ofthis Lease, or for the recovery ofthe Leased Premises, the Lessor shall be entitledto recover from the other party as part ofthe Lessor's costs, reasonable attorney's fee, the amount ofwhich shall be fixed by the court, and shall be made part ofanyjudgment or decree rendered.
XXVII. RIGHT TO CLOSE AIRPORT: The Lessor reserves the right to develop, improve, construct, repair, reconstruct, or rehabilitate any or all of the Airport facilities, including runways, taxiways, aprons, lighting systems, approach lighting installations, beacons, avionics equipment and any other facility which may at times be used to provide service to users ofthe Airport, and in the event that such development, improvement, construction, repair, reconstruction or rehabilitation interrupts, inconveniences, interferes with or in any way adversely affects Lessee's use of the Airport, or any of its facilities, the Lessee does hereby waive any and all claim for damages, costs or expenses arising out ofsuch action in carrying out the aforementioned functions. The Lessee hereby agrees that the Lessor has not nor hereby represents, warrants or guarantees, either expressly or by implication, that the use ofthe Airport will be available continuously or at all times, but that the Airport or any ofits facilities may be closed by the Lessor in whole or in part for reasonable periods oftime as a result of causes beyond the control ofthe Lessor, or for the execution ofany or all ofthe functions set forth herein above.

833784v3 8XXVIII. FEDERAL AND STATE REQUIREMENTS: Itis mutually understood and agreed that in exercising the rights and privileges herein granted for furnishing aeronautical services to the public, the Lessee will: a.) Furnish said services on a fair, equal and not unjustly discriminatory basis to users thereof, and b.) Charge fair, reasonable and not unjustly discriminatory prices for each unit of service; provided, however, that the Lessee may be allowed to make reasonable and non-discriminatory discounts, rebates or other similar types ofprice reductions to volume purchasers.
It is understood and agreed that: a.) no right or privilege has been granted which would ser;e to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform; b.) nothing herein contained shall be construed as granting or authorizing the granting of an exclusive right within the meaning ofSection 308 ofthe Federal Aviation Act of 1958; and c.) no lessee will be given more favorable terms for providing the same public service than any other lessee.
The Lessee for itself and its representatives, assigns, agents, servants, designees, and successors in interest, further agrees as a covenant running with the land: a.) No person, on the grounds ofrace, color, or national origin or any other expressly protected class under federal or state law, shall be excluded from participation in, denied benefits of, or otherwise subjected to discrimination in the use ofits facilities. b.) In the construction of any improvements on, or under such land and the furnishing of services thereon, no person, on the grounds ofrace, color, or national origin or any other expressly protected class under federal or state law, shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, c.) The Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs ofthe Department of Transportation-Effectuation ofTitle VI ofthe Civil Rights Act of 1964, and as said regulation may be amended, that in the event of a breach of any of the above nondiscrimination covenants, the Lessor shall have the right to terminate the Lease, and to re-enter and re-possess said land, order the removal ofthe Lessee's goods and to hold said land as ifthis Lease had neverbeen made or issued.
This Lease shall be subordinate to the provisions of any existing or future agreement entered into between the Lessor and the United States of America for the purpose of obtaining federal aid for the improvement and/or development ofthe airport; that nothing in this Lease shall be construed to grant or authorize the granting ofan exclusive right; that the facilities of Norwood Memorial Airport have been financed in large part by grants from the FAA and/or MassDOT, or its precursor entity, meaning that receipt of these grants is conditional upon compliance by the NAC with certain assurances, and therefore, any term or condition of this lease which is found to be in conflict or inconsistent with any such federal and/or state grant assurance shall be subordinated to such federal and/or state grant assurance; and that the NAC, in compliance with FAA and/or the MassDOT grant assurances, may not and does not give any lessee assurances

833784v3 9ofexclusive access or monopolistic rights on or to Norwood Memorial Airport, and thus, any commercial activity authorized on the premises of this Lease may be subject to competition from others, on or offthe Airport. The Lessor has the right to amend this Lease to comply with all existing and future FAA and/or MassDOT grant assurances. The Lessor reserves the right to cancel this Lease in the event ofa national emergency or declaration of war by the United States of America, and the Lessor is notified of the exercise ofthe federal government's rightto recapture and control the Airport.
To the extent any of the sections required by Federal or Massachusetts law are inconsistent with other, non-statutory sections in this Lease, any statutorily-mandated provisions contained herein shall control.
XXIX. RESERVED RIGHTS: In addition to any rights reserved by the Lessor hereunder, the Lessor reserves the right: a.) to further develop or improve the airside and landside areas ofthe Airport as it sees fit, and without interference or hindrance; b.) to maintain and keep in good repair the landing areas ofthe Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of lessees in this regard; c.) to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent lessees from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which would limit the usefulness ofthe airport or constitute a hazard to aircraft; and d.) to take any action it considers necessary to comply with any grant assurances, obligations, or responsibilities imposed upon the Town ofNorwood or the Lessor by the FAA and/or MassDOT or its precursor entity, including but not limited to entering the Airport's Leased Premises for any reason and/or amending or terminating any lease agreement.
Lessor also reserves the right to recapture the common use ramps ofthe Airport, or any portion thereof, and to redistribute any portion of such ramps in the event a new fixed base operator ("FBO") establishes abusiness on the premises ofthe Airport in the future, based upon the needs of the Airport as determined from time to time by Lessor, exercising its discretion, and/or as necessary to comply with any federal or state grant assurances, statutes, regulations or other requirements. In the event that the Lessor exercises its discretion under this section, an FBO shall have a preferential right to use ramp space immediately in front and adjacent to said FBO's facilities, provided that nothing contained herein shall be construed as a guarantee ofany right to use such ramp space. XXX. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of the heirs, assigns or successors in interest to the parties hereunder.
XXXI. SEVERABILITY: If for any reason any provision of this Lease is determined to be unenforceable, that provision ofthe Agreement will be enforced to the maximum extent permissible and the other provisions ofthis Agreement will remain in

833784v3 10full force and effect.
XXXII. WAIVER. The failure by the Lessor to enforce any provision of this Lease will not constitute a waiver offuture enforcement ofthat or any otherprovision.
XXXIII. JURISDICTION. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal courts ofMassachusetts or the state courts in Norfolk County, Massachusetts, and the parties hereby consent to the personaljurisdictionand venue ofsuch courts.
XXXIV. ENTIRE AGREEMENT. This Lease represents the entire agreement between the parties hereto with respect to the matter covered herein. No other agreement, representations, warranties, proposals, oral or written, shall be deemed to bindthe parties.
XXXV. CAPTIONS. All captions in this Lease are intended solely for the convenience of the parties and none shall be deemed to affect the meaning or construction ofany provision ofthis Lease.
IN WITNESS WHEREOF, the parties hereto have duly affixed their hand and seal as of the day and year first above written.
LESSOR: NORWOOD AIRPORT COMMISSION, acting onbehalfofthe Town ofNorwood Approvedby Counsel________ _ PrintedName:

PrintedName:

PrintedName:

Printed Name:

PrintedName:

PrintedName:

PrintedName:

833784v3 11LESSEE:

Name: Title:

833784v3 12- 

## - 

# T 

# "" I 

# w l z 

# :3 1

-



# I

I 

# :I

**~~~** 

# ~ 

# e> l I 

# I I

I 

# I 

# -----------------------
NORTH/SOUTH

- - 

## - ----

**TAXTCA~** iO 

# ••2'±---,___



# T'::~~ **~** ,-... 1.0



# -

...... 57

.5' <( \\£ST APRON LEASED A LL. 

# 1

# T.l_ T.l_ T

**0~** 

# ._g 

# I

. 

# WEST APRON .-.r ,;;.;.
TOW N OF NORWOOD 30' SEWER EASEMENT

<( LL. 

### 0 

# .._ 

# I >- 

# (

- N24·44'23"W 1100

.00 

# \
LOT AREA WEST APRON LEASED A 

### 11,786 sq. 

### ft.



## NORWOOD MEMORIAL AIRPORT LEASE PLAN 

# WEST APRON PARCEL A FEBRUARY 1, 2015 SCALE: 1' = 

## 60'

# TABBFinancial informationfromthe guarantor:

3 months business bank statements Balance sheet Income statement Cash flow statement- Cash on hand- Financial reserves

Personal guaranty and Credit report- All individuals Dunn and Bradstreet Corporation credit report Certificate ofgood standing Proofof Insurance