ex10w1-080509.htm


    EXHIBIT
10.1

     

    CONFIDENTIAL MATERIALS HAVE BEEN OMITTED
FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  ASTERICKS
DENOTE OMISSIONS.

    



    
      	
               

               

               

              SHAREHOLDERS
      AGREEMENT

               

               

               

               

              among

               

               

               

               

              José
      Afonso Assumpção

               

              Eduardo
      de Pereira Vaz

               

              Rotorbrás
      Comércio e Indústria de Helicópteros Ltda.

               

              APEL
      - Aero Participações e Empreendimentos Ltda.

               

              BL
      Participações Ltda

               

               

              and,
      as Intervening Party,

               

               

              Líder
      Aviação Holding S.A.

               

               

               

               

               

               

               

              Dated
      as of May 26, 2009

               

               

            


    

    


     

    


    
      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                	
                        Table of Contents 

                      
	 	 	
                        Page

                      
	
                        ARTICLE
      I - DEFINITIONS

                      	
                        2

                      
	
                        1.1

                      	
                        Definitions

                      	
                        2

                      
	
                        1.2

                      	
                        Terms
      Generally

                      	
                        7

                      
	
                        1.3

                      	
                        Headings

                      	
                        7

                      
	
                        1.4

                      	
                        Severability

                      	
                        7

                      
	
                        1.5

                      	
                        Ordinary
      Course of Business

                      	
                        7

                      
	
                        1.6

                      	
                        Currency
      Matters

                      	
                        7

                      
	
                        1.7

                      	
                        Governing
      Language

                      	
                        7

                      
	
                        ARTICLE
      II – CORPORATE STRUCTURE

                      	
                        8

                      
	
                        2.1

                      	
                        Corporate
      Status of the Company

                      	
                        8

                      
	
                        2.2

                      	
                        Capital

                      	
                        8

                      
	
                        2.3

                      	
                        Voting
      Rights

                      	
                        8

                      
	
                        2.4

                      	
                        Organizational
      Documents

                      	
                        8

                      
	
                        ARTICLE
      III – GOVERNANCE

                      	
                        8

                      
	
                        3.1

                      	
                        Corporate
      Governance Policies

                      	
                        8

                      
	
                        3.2

                      	
                        Board

                      	
                        8

                      
	
                        3.3

                      	
                        Officers

                      	
                        11

                      
	
                        3.4

                      	
                        Access
      to Properties, Records

                      	
                        12

                      
	
                        3.5

                      	
                        Insurance

                      	
                        12

                      
	
                        3.6

                      	
                        Operational
      Synergies

                      	
                        12

                      
	
                        3.7

                      	
                        Reports,
      Financial Statements and Annual Auditing

                      	
                        12

                      
	
                        3.8

                      	
                        Helicopter
      Leasing

                      	
                        13

                      
	
                        ARTICLE
      IV – SHARHOLDERS’ MEETINGS

                      	
                        14

                      
	
                        4.1

                      	
                        Shareholders’
      Meetings

                      	
                        14

                      
	
                        4.2

                      	
                        Actions
      Subject to Investor Approval

                      	
                        14

                      
	
                        ARTICLE
      V – RESTRICTIONS, RIGHTS AND OBLIGATIONS WITH RESPECT TO TRANSFERS OF
      SHARES

                      	
                        15

                      
	
                        5.1

                      	
                        General
      Restictions

                      	
                        15

                      
	
                        5.2

                      	
                        Right
      of First Refusal

                      	
                        17

                      
	
                        5.3

                      	
                        Tag-Along
      Right

                      	
                        19

                      
	
                        5.4

                      	
                        Legal
      Requirements

                      	
                        19

                      
	
                        ARTICLE
      VI – QUALIFIED INITIAL PUBLIC OFFERING

                      	
                        19

                      
	
                        6.1

                      	
                        Primary
      Offering

                      	
                        19

                      
	
                        6.2

                      	
                        Secondary
      Offering

                      	
                        19

                      
	
                        6.3

                      	
                        Costs

                      	
                        19

                      
	
                        6.4

                      	
                        Legal
      Requirements

                      	
                        19

                      
	
                        ARTICLE
      VII – REMEDIES

                      	
                        20

                      
	
                        7.1

                      	
                        Indemnification

                      	
                        20

                      
	
                        7.2

                      	
                        Specific
      Performance

                      	
                        20

                      
	
                        ARTICLE
      VIII – GOVERNANCE LAW; DISPUTE RESOLUTION

                      	
                        20

                      
	
                        8.1

                      	
                        Governing
      Law

                      	
                        20

                      
	
                        8.2

                      	
                        Dispute
      Resolution - Arbitration

                      	
                        20

                      
	
                        8.3

                      	
                        Exceptional
      Court Jurisdiction

                      	
                        21

                      


              

            

          

        

      

    

    


     

    


    
      
        
          
             

             

          

           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    


    
      	
              ARTICLE
      IX – MISCELLANEOUS

            	
              21

            
	
              9.1

            	
              FCPA

            	
              21

            
	
              9.2

            	
              Further
      Assurances

            	
              23

            
	
              9.3

            	
              Entire
      Agreement; Certain Conflicts

            	
              23

            
	
              9.4

            	
              Notices

            	
              23

            
	
              9.5

            	
              Waiver;
      Amendment

            	
              26

            
	
              9.6

            	
              Binding
      Effect

            	
              26

            
	
              9.7

            	
              Assignment

            	
              26

            
	
              9.8

            	
              No
      Benefit to Others

            	
              26

            
	
              9.9

            	
              Term
      and Termination

            	
              26

            
	
              9.10

            	
              Survival

            	
              26

            
	
              9.11

            	
              Expenses

            	
              26

            
	
              9.12

            	
              Confidential
      Information

            	
              27

            
	
              9.13

            	
              Non-Competition

            	
              27

            
	
              9.14

            	
              Specific
      Performance

            	
              27

            
	
              9.15

            	
              Filing;
      Registration

            	
              27

            


    

     

    


     

    Schedules

     

    Schedule
A – By-Laws

     

    Schedule
B - Corporate Structure

     

    Schedule
C – Transactions

     

    Schedule
D – Strategic Plan

     

    Schedule
E – Manager’s Duties

     

    Schedule
F – Competitors

     

    Schedule
G – Investor Observer Affidavit

     

    Schedule
H – English translation of the Shareholders Agreement

     

    


    
      
        
          
             

             

          

           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    SHAREHOLDERS
AGREEMENT

     

     

    This
Shareholders Agreement (“Shareholders
Agreement”) is executed on May, 12, 2009 by and among,

     

    
      	
              (i)  

            	
              José Afonso Assumpção, a
      Brazilian citizen, married, aeronaut, bearer of the I.D. card no. 67.551,
      issued by Ministério da
      Aeronáutica, and enrolled with the Individual Taxpayers’ Registry
      (“CPF/MF”) under
      No. 000.307.596-68, with address at Avenida Santa Rosa, 123, in the city
      of Belo Horizonte, State of Minas Gerais, Brazil (“JAA”);

            


    

     

    
      	
              (ii)  

            	
              Eduardo de Pereira Vaz,
      a Brazilian citizen, married, entrepreneur, bearer of the I.D. card no.
      M-749.531, issued by SSP/MG, and enrolled with the CPF/MF under No.
      408.854.026-34, with address at Avenida Santa Rosa, 123, in the city of
      Belo Horizonte, State of Minas Gerais, Brazil (“EPV”);

            


    

     

    
      	
              (iii)  

            	
              Rotorbrás Comércio e Indústria
      de Helicópteros Ltda., a company organized under the laws of the
      Federative Republic of Brazil, with head offices at Av. Santa Rosa, 123,
      in the city of Belo Horizonte, State of Minas Gerais, Brazil, enrolled
      with the CNPJ/MF under No. 18.364.885/0001-73 (“Rotorbrás” and
      together with JAA and EPV, the “Controlling
      Shareholders”);

            


    

     

    
      	
              (iv)  

            	
              APEL - Aero Participações e
      Empreendimentos Ltda., a company organized under the laws of the
      Federative Republic of Brazil, enrolled with the CNPJ/MF under No.
      16.535.452/0001-08, with head offices at Avenida Santa Rosa, 123, Bloco B,
      in the city of Belo Horizonte, State of Minas Gerais, Brazil (“Apel”);

            


    

     

    
      	
              (v)  

            	
              BL Participações Ltda.,
      a company organized under the laws of the Federative Republic of Brazil,
      enrolled with the CNPJ/MF under No. 10.466.532/0001-72, with head offices
      at Rua da Candelária, 79, COB 01 - Parte, in the city of Rio de Janeiro,
      State of Rio de Janeiro, Brazil (“Investor”)

            


    

     

    and, as
Intervening Party,

     

    
      	
              (vi)  

            	
              Líder Aviação Holding
      S.A., a company organized under the laws of the Federative Republic
      of Brazil, with head offices at Avenida Santa Rosa, 123, 2o andar, bloco
      A, in the city of Belo Horizonte, State of Minas Gerais, Brazil, enrolled
      with the CNPJ/MF under no. 04.169.411/0001-66 (“Company”).

            


    

     

    All above
mentioned parties are hereinafter referred to, collectively, as the “Parties”,
and, individually, as a “Party”.

     

    RECITALS

     

    WHEREAS pursuant to the terms
of a certain Share Subscription and Purchase Agreement of even date herewith
(“Share Subscription
and Purchase Agreement”), the Company’s issued and outstanding Equity
Securities as of the date hereof is composed of Common Shares and Preferred
Shares, at no par value, distributed among the Controlling Shareholders and the
Investor as disclosed in Schedule B attached
hereto;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS the Controlling
Shareholders, Apel and Investor (by virtue of its ownership interest in the
Company through Investor’s ownership of Apel) wish to specify the terms of their
agreement as to matters relating to their relationship as direct or indirect
Shareholders of the Company;

     

    NOW, THEREFORE, the Parties
have agreed to enter into this Shareholders Agreement to be governed by the
following terms and conditions:

     

    ARTICLE
I - DEFINITIONS

     

    1.1 Definitions.  As
used in this Agreement, the following terms shall have the following respective
meanings:

     

    “Adjusted
Debt” (a) means
without duplication (i) all indebtedness of the Company Group for borrowed
money, (ii) the net present value of all leases discounted at Prime Rate plus
three percent (3%) per annum, whether operating or capital leases but excluding
leases of aircraft from Investor and its Affiliates and leases related to
managed aircraft, (iii) all obligations of the Company Group evidenced by bonds,
notes, debentures or other similar arrangements, and (iv) all debt, whether or
not of the type described in clauses (i) through (iii) above, exclusively to the
extent secured by a lien on the property of any of the Company Group, (b)
reduced by the amount of aircraft in inventory under “floorplan” finance, and
(c) excluding any contract or agreement relating to aircraft acquisition that is
cancellable (with or without deposit forfeiture) or deferrable without
limit.

     

    “Affiliate” means, with respect to any
Person, any other Person that, directly or indirectly through one or more
intermediaries, Controls, or is Controlled by, or is under common Control with
such first Person.

     

    “Agreement” means this Shareholders
Agreement, together with all Schedules hereto, as amended, modified or
supplemented from time to time in accordance with its terms.

     

    “ANAC” has the meaning set forth in
Section 3.2(a)
below.

     

    “Apel” has the meaning set forth in
the Preamble hereto.

     

    “Bank” has the meaning set forth in
Section 9.1(e)
below.

     

    “Board of
Directors” means
the board of directors (Conselho de Administração) of
the Company.

     

    “Board of
Officers” means
the board of executive officers (Diretoria) of the
Company.

     

    “BR
GAAP” means, in
respect of any Person, Brazilian generally accepted accounting principles,
consistently applied, and, if adopted by the Company in the future, IFRS,
consistently applied for accounting purposes.

     

    “Brazil” means the Federative
Republic of Brazil.

     

    “Brazilian
Civil Procedure Code” means the Brazilian Law no.
5.869, of January 11, 1973, as amended from time to time.

     

    “Brazilian
Corporate Law”
means the Brazilian Law no. 6.404, of December 15, 1976, as amended from time to
time.

     

    “Business” means any business related
to air transportation services and sales of aircraft, products and aviation
services related to air navigation.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Business
Day” means any
day in which banks are open for business in the cities of Belo Horizonte and São
Paulo, Brazil.

     

    “CEO” means the elected Chief
Executive Officer (Diretor
Presidente) of the Company.

     

    “Closing” means the closing of the
transaction corresponding to the issuance, subscription, sale, purchase and
payment of the Shares purchased pursuant to the Share Subscription and Purchase
Agreement.

     

    “Closing
Date” means the
date of Closing provided for in the Share Subscription and Purchase
Agreement.

     

    “Common
Shares” means all
of the voting shares of the Company owned by the Shareholders.

     

    “Company” has the meaning set forth in
the Preamble to this Agreement.

     

    “Company
FCPA Group” has
the meaning set forth in Section 9.1(a)
below.

     

    “Company
Group” means the
Company and each Subsidiary thereof.

     

    “Competitor” means the Persons described
on Schedule F
to this Agreement.

     

    “Control” (including the terms “Controls”, “Controlled by” and
“under common Control
with”) means, with respect to any Person or group of Persons (“Controlling
Person(s)”), (a) the ownership of more than fifty percent (50%) of the
common shares of such Person, (b) the ability, whether through the ownership of
voting securities of another Person (“Controlled Person”),
by contract or otherwise, to directly or indirectly (i) elect the majority of
the Board of Directors or other similar managing body of such Controlled Person,
or (ii) direct the management policies of such Controlled Person, or (c) the
ownership of rights (whether through agreement or otherwise) that entitle the
Controlling Person to have the majority of the votes in such Controlled Person’s
general meetings.

     

    “Controlling
Shareholders” has
the meaning set forth in the Preamble to this Agreement.

     

    “Corte” has the meaning set forth in
Section 8.2(a)
below.

     

    “Director” means each of the members of
the Company’s Board of Directors.

     

    “Dispute” has the meaning set forth in
Section 8.2
below.

     

    “EBITDAR” means income from continuing
operations before financial income/expense plus depreciation, amortization and
rentals (excluding rentals with Investor registered in the financial
statements), derived from the audited consolidated financial statements of the
Company prepared in accordance with BR GAAP.

     

    “Eligible
Accounting Firm”
has the meaning set forth in Section 3.2(g)(ii)
below.

     

    “EPV” has the meaning set forth in
the Preamble to this Agreement.

     

    “Equity
Securities”
means, with respect to any Person, common shares (ações ordinárias), preferred
shares (ações
preferenciais), and any other equity securities of such Person, however
described and whether voting or non-voting, including securities convertible or
exchangeable into shares, and options, warrants (bônus de subscrição),
preemptive rights, equity participation rights or other rights to acquire,
subscribe for or receive any equity securities of such Person, or any other
securities the yield on which is determined in whole or in part by reference to
earnings, revenues or other financial performance of such
Person.  Unless the context otherwise requires, references to Equity
Securities without stating a specific issuer shall be deemed to refer to Equity
Securities of the Company or any of its Subsidiaries.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Exempt
Transferee” has
the meaning set forth in Section 5.1(c)
below.

     

    “FCPA” means the United States
Foreign Corrupt Practices Act.

     

    “FCPA
Group” has the
meaning set forth in Section 9.1(a)
below.

     

    “Final
Documents” means
this Agreement, the Share Subscription and Purchase Agreement, and any other
documents entered into in connection with the foregoing.

     

    “First
Refusal Commitment”
has the meaning set forth in Section 5.2(c)
below.

     

    “First
Refusal Shareholder”
has the meaning set forth in Section 5.2(b)
below.

     

    “Fiscal
Year” means the
year beginning on January 1st and
ending on December 31st of each
year.

     

    “Governmental
Authority” means
any nation or government (in the federal, state, municipal or any other
political subdivision); any entity, authority or body exercising executive,
legislative, judicial, regulatory or administrative functions or pertaining to
government, including any government authority, agency, department, board,
commission or instrumentality in Brazil or, if relevant or appropriate, in any
other country with jurisdiction over the Company or any of its Subsidiaries; any
court, tribunal or arbitrators; and any stock exchanges or organized
over-the-counter markets having jurisdiction over the Company or any of its
Subsidiaries.

     

    “Helicopter
Blue Book” means
the Aircraft Bluebook - Price Digest, published by AC-U-KWIK line of aviation
resources.

     

    “IFRS” means, in respect of any
Person, the International Financial Reporting Standards adopted by the
International Accounting Standards Board, consistently applied.

     

    “Investor” has the meaning set forth in
the Preamble to this Agreement.

     

    “Investor
Approval” has the
meaning set forth in Section 4.2
below.

     

    “Investor
FCPA Group” has
the meaning set forth in Section 9.1(a)
below.

     

    “Investor
Observer” has the
meaning set forth in Section 3.2(a)
below.

     

    “JAA” has the meaning set forth in
the Preamble to this Agreement.

     

    “Law” means all applicable
provisions of all (i) constitutions, treaties, statutes, laws, codes, rules,
regulations, ordinances, approvals or orders of any Governmental Authority, and
(ii) orders, decisions, injunction, judgments, awards and decrees of or
agreements with any Governmental Authority by which the assets or properties of
any Persons are bound.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Lease
Right of First Refusal”
has the meaning set forth in Section 3.8(a)
below.

     

    “Lien” means any mortgage, pledge,
deed of trust, right of others, claim, security interest, encumbrance, burden,
title defect, title retention agreement, lease, sublease, license, right of
survivorship (usufruto), easement (servidão), covenant,
condition, encroachment (esbulho possessório), voting
trust agreement, interest, option, right of first offer, negotiation or refusal,
proxy voting, lien, charge or other restrictions or limitations of any nature
whatsoever, including but not limited to such Liens as may arise under any Law
or contract.

     

    “Losses” means any losses, damages,
liabilities, obligations, claims, defaults, fees, penalties or related costs or
expenses, including reasonable court costs and attorneys’ and accountants’ fees
and disbursements to the extent effectively incurred.

     

    “Manager” has the meaning set forth in
Section 3.3
(c) below.

     

    “Net
Debt” means
Adjusted Debt (as defined above) minus cash, cash equivalents, marketable
securities and the net acquisition cost of any aircraft in inventory, for a
period of twelve (12) months or less, free and clear of any debt or encumbrance,
such aircraft being limited to an aggregate amount of USD$
15,000,000.

     

    “New
Helicopters” has
the meaning set forth in Section 3.8(b)
below.

     

    “Offer
Notice” has the
meaning set forth in Section 5.2(b)
below.

     

    “Offer
Period” has the
meaning set forth in Section 5.2(b)
below.

     

    “Offered
Shares” has the
meaning set forth in Section 5.2(a)
below.

     

    “Officer” has the meaning set forth in
Section 3.3(a)
below.

     

    “Organizational
Documents” means,
as to any entity, the documents pursuant to which such entity was organized and
the agreements governing the entity’s ongoing operations.  In the case
of the Company, “Organizational Documents” means the Company’s by-laws (Estatuto Social), as amended
from time to time.

     

    “Original
Offer” has the
meaning set forth in Section 5.2(a)
below.

     

    “Party” or “Parties” has the meaning set forth in
the Preamble to this Agreement.

     

    “Percentage
Interest” means
the percentage of Shares held directly or indirectly by a Shareholder at any
relevant time.

     

    “Permitted
Transferee” has
the meaning set forth in Section 5.1(b)
below.

     

    “Person” means any individual,
corporation, partnership, limited liability company, joint venture, association,
joint stock company, trust, unincorporated organization, governmental or
regulatory body or subdivision thereof, or any other entity.

     

    “Preferred
Shares” means all
of the preferred shares (ações
preferenciais) issued by the Company.

     

    “Prime
Rate” means the
rate reported by the Wall Street Journal’s bank survey.

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Producer
Price Index”
means the Producer Price Index (PPI), table 5, Aerospace products and parts
manufacturing, industry code 3364, prepared by the Bureau of Labor Statistics of
the United States Department of Labor.

     

    “Prohibited
Group” has the
meaning set forth in Section 9.1(a)
below.

     

    “Prohibited
Payment” has the
meaning set forth in Section 9.1(a)
below.

     

    “Prohibited
Purposes” has the
meaning set forth in Section 9.1(a)
below.

     

    “PTAX
Exchange Rate”
means, as of any date, the average of the purchase and sale rates for U.S.
Dollars published by the Central Bank of Brazil for the business day immediately
preceding such date through the Central Bank of Brazil data system (SISBACEN)
denominated rate PTAX 800.

     

    “Qualified
Initial Public Offering” has the meaning set forth in
Section 6.1 of
this Agreement.

     

    “Real”, “Reais” and “R$” mean the lawful currency of
Brazil.

     

    “Related
Parties” means,
with respect to any Party, (i) any Affiliate of such Party, (ii) any entity in
which such a Party is, directly or indirectly, the owner or the beneficial owner
of ten percent (10%) or more of the voting or total interest, (iii) any trust or
other estate in which such a Party has a substantial beneficial ownership or for
which such a Party serves as trustee or in a similar fiduciary capacity, (iv) a
spouse, parent, grandparent, descendant or sibling of such party, and (vi) any
other Person Controlled by the Affiliates of such Party.

     

    “Related
Party Transaction” means any transaction
between the Company, on one side, and any Related Party, on the other side, or
entered into by the Company for the benefit of a Related Party.

     

    “Representatives” means, as to any Person, its
accountants, counsel, consultants (including actuarial and industry
consultants), directors, officers, employees, agents and other advisors or
representatives.

     

    “Right of
First Refusal”
has the meaning set forth in Section 5.2(a)
below.

     

    “Rotorbrás” has the meaning set forth in
the Preamble of this Agreement.

     

    “Secondary
Offering” has the
meaning set forth in Section 6.2
below.

     

    “Selling
Shareholder” has
the meaning set forth in Section 5.2(a)
below.

     

    “Shareholder” means any Person holding
Shares and Party to this Agreement, which for purposes of this Agreement shall
include the Investor based on its indirect ownership of Shares through its
ownership of Apel.

     

    “Share
Subscription and Purchase Agreement” has the meaning set forth in
the Recitals above.

     

    “Shares” means all Common Shares and
Preferred Shares issued by the Company.

     

    “Strategic
Plan” has the
meaning set forth in Section 3.2 (g)
(viii) below.

     

    “Subject
Price” has the
meaning set forth in Section 5.2(a)
below.

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Subsidiary” means any Person of which
the Company and Investor directly or indirectly holds fifty percent (50%) or
more of the outstanding share capital (each a “Subsidiary” and
collectively “Subsidiaries”).

     

    “Transfer” (including the terms “Transfer”, “Transferring” and
“Transferred”)
means any direct or indirect transfer, sale, assignment (including assignment of
pre-emptive rights), exchange (through the transfer of Equity Securities or
otherwise), donation or other disposition of any kind, voluntary or involuntary,
contingent or non-contingent, including any direct or indirect transfer, sale,
assignment, exchange, donation or other disposition of any kind that results
from the foreclosure of any pledge, mortgage, grant of security interest or
lien, or in connection with any merger, consolidation, spin-off, reorganization,
amalgamation, issuance of Equity Securities or other transactions having a
similar effect.

     

    “U.S.” or “United
States” means the
United States of America.

     

    “US$”
or “U.S.
Dollar” means the
lawful currency of the United States.

     

    “US
GAAP” means, in
respect of any Person, U.S. generally accepted accounting principles adopted by
Investor, consistently applied.

     

    1.2 Terms
Generally.  The words “hereby”, “herein”, “hereof”, “hereunder”
and words of similar import refer to this Agreement as a whole (including any
Schedules hereto) and not merely to the specific article, section, paragraph or
clause in which such word appears.  All references herein to Articles,
Sections and Schedules shall be deemed references to Articles and Sections of,
and Schedules to, this Agreement unless the context shall otherwise
require.  The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.  The
definitions given for terms in this Article I and
elsewhere in this Agreement shall apply equally to both the singular and plural
forms of the terms defined.

     

    1.3 Headings.  The
section headings of this Agreement are for reference purposes only and are to be
given no effect in the construction or interpretation of this
Agreement.

     

    1.4 Severability.  Each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable Law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     

    1.5 Ordinary
Course of Business.  A reference to an action by a Person in
the “ordinary course of business” (or the business of a Person “conducted in the
ordinary course”) will be deemed to have been taken by such Person only if such
action is consistent with the past practices of such Person and is taken in the
ordinary course of the normal day-to-day operations of such Person, and such
action is not required to be authorized by the board of directors of such Person
(or by any Person or group of Persons exercising similar
authority).

     

    1.6 Currency
Matters.  Except as otherwise expressly provided herein, all
Reais amounts to be translated to U.S. Dollars under this Agreement, and all
U.S. Dollar amounts to be translated to Reais under this Agreement, shall be
translated at the PTAX Exchange Rate.

     

    1.7 Governing
Language.  This Agreement is executed in the Portuguese
language, which shall be the only version to prevail and to be adopted for any
purpose of interpretation or otherwise.  For greater convenience only,
the Parties have agreed on one single translation of this Agreement into
English, which is attached hereto as Schedule
H.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II - CORPORATE STRUCTURE

     

    2.1 Corporate
Status of the Company.  The Company is a “sociedade por ações” under
the laws of Brazil.  The Company is a pure holding company and
observes its corporate purpose set forth in its By-laws a copy of which is
attached as Schedule
A.

     

    2.2 Capital.  The
total capital stock of the Company consist of 298,306,060 Shares, being
149,153,030 Common Shares and 149,153,030 Preferred Shares.  The
ownership interest of each Shareholder is specified in Schedule B to this
Agreement.  All of the Company’s Shares at any time owned directly or
indirectly by the Parties hereto, whether currently existing or issued in the
future, are and will be subject to the provisions of this Agreement regardless
of any amendments.

     

    2.3 Voting
Rights.  Each Common Share of the Company shall be entitled to
one (1) vote at any general meeting of the Shareholders.

     

    2.4 Organizational
Documents.  The Parties agree to maintain the Organizational
Documents of the Company consistent with the provisions of this
Agreement.  In the event of any discrepancy between this Agreement and
the Organizational Documents, the provisions of this Agreement shall always
prevail.

     

    ARTICLE
III - GOVERNANCE

     

    3.1 Corporate
Governance Policies.  The Shareholders shall use their voting
rights to implement and follow strict corporate governance policies in
accordance with the applicable Law.  The Company shall be managed by a
Board of Directors and a Board of Officers.  The members of the Board
of Directors and Board of Officers of the Company shall ensure that the Company
complies with all applicable Law, regulations and best business practices, which
shall be monitored and evaluated on a regular basis by the Board of Directors
and Board of Officers (as applicable).

     

    3.2 Board.

     

    (a) Members.  The Board of
Directors shall
consist of five (05) Directors, appointed and elected as follows:  (i)
the Controlling Shareholders shall have the right to appoint four (04)
Directors, one (01) of which will be the Chairman and one (01) of which will be
the Vice-Chairman of the Board of Directors; and (ii) Investor shall have the
right to appoint one (01) Director.  The Directors shall be appointed
at the general Shareholders meeting.  Each Shareholder will exercise
its rights as a holder of Shares to cause the Board of Directors to be composed
of and to act in accordance with this Article
3.2.  The Investor shall also have the right to appoint two
(02) individuals to actively participate in all meetings of the Board, as
observers, with no right to vote (“Investor Observers”).
The Investor Observers will take office upon execution of an affidavit in the
form of Schedule
G hereto. The right of Investor and the Controlling Shareholders to
appoint its Directors (and the right of Investor to appoint the Investor
Observers) as described above shall automatically terminate as to such Party
should such Party’s Percentage Interest in the Company fall below twenty (20%)
of the Company’s total issued and outstanding capital.  If, at any
time the Law grants the Investor any statutory right to appoint one (1) member
of the Board of Directors, such statutory right shall automatically be combined
(but not added) with the Investor’s right to appoint its Directors as provided
in this Section
3.2(a) and, therefore, the Investor shall continue to have the right to
appoint one (01) Director.  Under no circumstances shall the Investor
appoint more than one (01) Director, whether as a result of this Agreement or
the Law or both.  In case the Director appointed by Investor is a
foreigner and/or a nonresident duly approved by Agência Nacional de Aviação Civil
(“ANAC”), the
Investor’s right to appoint the Investor Observers shall be automatically
reduced from two (02) Investor Observers to one (01) Investor
Observer.  The Investor Observers shall have access to and receive all
information and reports, and shall otherwise have access to the members of the
Board of Officers, facilities, books, records and other information of the
Company Group, on the same basis and in accordance with the same procedures
applicable to the Directors.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) Term in
Office; Removal; Vacancies. Each Director shall be
elected at a general meeting of Shareholders of the Company and shall hold
office for a term of two (02) years.  The Controlling Shareholders and
Investor shall have the exclusive right to remove their respective designees and
to fill in any vacancy caused by the removal, resignation or death of their
respective designees.

     

    (c) Transfer
of Shares to Directors.  In order to
comply with the provisions of the Brazilian Corporate Law, each Shareholder
shall transfer one (01) Common Share to each of their respective designees, who
is not a Shareholder, on a fiduciary basis and shall cause such designee to
enter into an agreement providing for the transfer of such share back to the
transferring Shareholder in the event such designee ceases to be a Director, for
any reason.

     

    (d) Meetings;
Agendas.  The Board of
Directors shall meet regularly quarterly.  Additional Board of
Directors’ meetings may be convened at any time by the Chairman of the Board of
Directors or by the written request of any Director.  The meetings of
the Board of Directors shall be held at the Company’s headquarters in the city
of Belo Horizonte, State of Minas Gerais, Brazil.  At least ten (10)
days in advance of any Board of Directors’ meeting, a written notice, together
with an agenda with respect thereof, shall be given to all Directors and the
Investor Observers, unless otherwise unanimously agreed by all of the
Directors.  No resolution of the Board of Directors may be passed or
discussed in respect of any matter not included in the agenda for that meeting,
unless otherwise unanimously agreed by all of the Directors present at the
meeting.  The Company shall endeavor to make available to the Board of
Directors and the Investor Observers, prior to such meeting, any background
material on the items contained in the agenda, if available prior to the date of
the meeting.  All meetings of the Board of Directors and any
resolutions adopted at such meetings shall be recorded in the appropriate Board
of Directors’ meetings minute book and, to the extent required by applicable
Law, the respective minutes shall be filed with the appropriate Commercial
Registry.  Each Party (and in the case of the Investor Observers,
solely the Investor) shall bear the costs and expenses reasonably incurred by
their respective Directors and the Investor Observers attending such quarterly
Board of Directors’ meetings.

     

    (e) Quorum
for Holding a Meeting.  (i) A quorum to hold a duly
called Board of Directors’ meeting shall consist of a simple majority of the
Directors then in office (present in person, by power of attorney to any other
Director, or through any telecommunication means by which all Board of
Directors’ members can hear each other and participate in the discussions, such
as telephone or video conference), provided that the Director appointed by
Investor and one (01) Director appointed by the Controlling Shareholders are
present; (ii) If a quorum is not present within one (1) hour of the time
specified for a meeting of the Board of Directors, then such meeting shall be
cancelled and a new Board meeting shall be called to be held on the date
following ten (10) days after the date of such cancelled Board of Directors’
meeting in order to discuss and vote the same matters that were originally
included in the notice of such cancelled meeting (“New Board Meeting”);
(iii) If a quorum is not present within one (01) hour of the time specified for
the New Board Meeting then such meeting shall be held with any number of
Directors that are present at such New Board Meeting, except that no discussion
or vote shall take place with respect to any matter that is not included in the
relevant notice of the New Board Meeting or relates to any of the matters set
forth in Section 3.2
(g) below.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f) Voting.  Except as
otherwise specified in this Agreement and in the Organizational Documents, or as
may be required by Law, all decisions by the Board of Directors shall be taken
upon the affirmative vote of the majority of the members present in any specific
meeting.  Each member shall have one (1) vote in all meetings of the
Board of Directors.  The Chairman of the Board of Directors shall not
have the casting vote.

     

    (g) Matters
Subject to Approval by Investor’s Director.  Any decision by
any of the Company Group on the matters indicated below shall always require the
approval of the Board of Directors of the Company and the affirmative vote of
the Director appointed by Investor as long as Investor holds at least twenty
percent (20%) of the issued and outstanding Shares of the Company:

     

    
      	
              (i)  

            	
              the
      filing, by the Company, for bankruptcy or in- or out-of-court recovery
      procedures;

            


    

     

    
      	
              (ii)  

            	
              the
      appointing or removing of the external auditors of the Company or any
      Subsidiary, except if the chosen new external auditor is one of the “big
      four” independent auditing firms (“Eligible Accounting
      Firm”);

            


    

     

    
      	
              (iii)  

            	
              the
      entering into any Related Party Transaction of a value which, when
      aggregated with all other Related Party Transactions over a twelve-month
      period, exceeds fifty thousand U.S. Dollars (US$50,000.00), except any
      transactions within the Company Group; provided that such approval by the
      Director appointed by the Investor shall not be required for any existing
      transaction listed on the attached Schedule
      C;

            


    

     

    
      	
              (iv)  

            	
              any
      decision regarding a merger (including a merger of shares), spin-off or
      amalgamation involving the Company or any of its Subsidiaries other than
      any of such transactions involving solely the Company and any of its
      Subsidiaries or the Investor’s Brazilian holding company that will hold
      the Investor’s Shares;

            


    

     

    
      	
              (v)  

            	
              any
      decision to sell all or substantially all of the assets of the Company or
      any of its Subsidiaries to any Person, other than to any Subsidiaries of
      the Company;

            


    

     

    
      	
              (vi)  

            	
              any
      decision to approve any dividend or distribution by any of the Company
      Group except for dividends required by Brazilian Corporate
      Law;

            


    

     

    
      	
              (vii)  

            	
              any
      decision to dissolve the Company’s
Subsidiaries;

            


    

     

    
      	
              (viii)  

            	
              any
      decision to enter or exit lines of Business of the Company Group beyond
      those currently conducted by the Company Group; or any decision to modify
      the business strategy of the Company as set forth in Schedule D
      (“Strategic
      Plan”);

            


    

     

    
      	
              (ix)  

            	
              any
      decision to incur capital expenditures the result of which could be
      inconsistent with the Strategic
Plan;

            


    

     

    
      	
              (x)  

            	
              any
      decision the result of which would be to increase to a number greater than
      three (3) or to reduce to a number less than one (1), the leverage ratio
      of the Company (Net Debt/EBITDAR) as of the end of each calendar quarter
      of any applicable calendar year;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              (xi)  

            	
              any
      investment or transaction that a U.S. Person is restricted from making
      under regulations of the U.S. Office of Foreign Assets Control
      implementing the U.S. embargos against certain countries or similar U.S.
      Law;

            


    

     

    
      	
              (xii)  

            	
              any
      decision to dispose of any helicopters valued in excess of three million
      U.S. Dollars (US$ 3,000,000.00), which shall be annually adjusted by the
      Producer Price Index; and

            


    

     

    
      	
              (xiii)  

            	
              any
      decision to sell or otherwise issue Shares to any non-Brazilian person or
      non- Brazilian Controlled entity that would cause the Company’s foreign
      ownership to exceed the limitations on the holding of common Shares then
      required by Brazilian Law.

            


    

     

    (h) Chairman
of the Board of Directors.  The Chairman of
the Board of Directors shall be appointed by the Controlling
Shareholders.  The Board of Directors shall be presided by the
Chairman and in the absence of the Chairman, by the Vice-Chairman or by another
member of the Board of Directors nominated by the Controlling
Shareholders.

     

    3.3 Officers.

     

    (a) Appointment.  The day-to-day
business and affairs of the Company shall be managed by the Board of Officers,
consisting of three (3) members (each an “Officer”), being one
(1) CEO, one (1) Chief Operating Officer (Diretor Vice-Presidente) and
one (1) Chief Financial and Shareholders Relations Officer (Diretor Financeiro e de Relações com
Acionistas), whose duties, obligations and rights are set forth in the
Organizational Documents and under the applicable Law.  The Officers
and candidates to fill in Officer positions shall be individuals resident in
Brazil, professionally qualified to carry on their duties as Officers and shall
enjoy a good reputation.  The Officers shall be elected for a two (02)
year term and may be removed by the majority vote of the Board of
Directors.

     

    (b) Performance
of Board of Officers’ Members.  The Board of Officers shall
establish objective performance criteria for each Officer of the Board of
Officers and review such criteria periodically in order to adequately evaluate
the Officers’ performance.  Such performance standards may permit
bonuses, profit sharing and stock option incentive plans if approved by the
Board of Directors.

     

    (c) Manager.  Investor
shall have the right to appoint an individual (“Manager”), and any
replacement thereof, who shall be an employee of the Company or of one of its
Subsidiaries and participate in all meetings of the Board of Officers but not as
an officer.  The duties of the Manager shall be as described in Schedule
E.  The Manager shall be appointed by Investor and shall report
to the CEO of the Company and may be dismissed by such CEO at any time, whether
for cause or without cause (in this case solely for justified business
reasons).  Compensation of the Manager shall be in line with the other
Officers of the Company Group reporting to the CEO or the COO (Diretor
Superintendente).  If the Manager is a non-Brazilian resident,
the Company shall be responsible for supporting his working visa application and
for taking all actions that may be reasonable required to obtain such working
visa for the Manager.  The Company shall, at no cost to the Company,
also endeavor its best efforts to assist the Manager to find suitable living in
the city where he or she will be based.

    
      
        
        

      

      
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    3.4 Access to
Properties, Records.  During the term of this Agreement, each
Party (as well as its Representatives) shall be afforded access, which shall be
coordinated in advance with the Company and which shall not disrupt the general
course of the Company Group’s operation, at such Party’s sole expense, during
normal business hours and subject to the Company Group’s normal security
procedures, to the facilities, properties, books, records, personnel and files
of the Company Group, as may be necessary from time to time for purposes
reasonably related to such Party’s investment in the Company Group and this
Agreement, including the right of Investor to audit the Company Group, in regard
to implementation of best operational, engineering, safety and management
practices and the right of each Party to review and audit the books and records
of the Company Group, including, but not limited to, the profit and loss
statements, balance sheets and other financial and tax records of the Company
and its Subsidiaries, by the Eligible Accounting Firm elected through the
Company Group for any such calendar year or, at the option and expense of the
Party requesting any such audit, by the independent auditors of such
Party.  Any independent auditor appointed by the Parties shall work
with the proper communication and coordination with the Officers of the Company
Group.

     

    3.5 Insurance. The Investor, the
Controlling Shareholders and the Company shall cooperate to establish a process
for annual renewal of the Company Group’s insurance, including deadlines for
providing required information and documentation.  Prior to any of the
Company Group soliciting quotes or otherwise contacting potential insurance
providers regarding coverage, Investor, the Controlling Shareholders and the
Company will evaluate and, subject to insurer consent, cooperate in an effort to
secure volume discounts from the joint procurement of insurance for their
respective fleets, other physical assets (including fixed and movable),
personnel (including pilots, engineers and ground crews), and liabilities of
directors and senior management personnel of the Company Group; provided,
however, that no Party will be required to participate or join any other Party’s
insurance policies without the agreement of the Parties.

     

    3.6 Operational
Synergies.  The Investor, the Controlling Shareholders and the
Company shall further cooperate with each other in connection with all
operational matters of the Company and its Subsidiaries, in order to obtain
economies of scale and cost reductions, including, without limitation, with
respect to power-by-the-hour, aircraft acquisitions, etc.

     

    3.7 Reports,
Financial Statements and Annual Auditing.  After the Closing Date,
the Company shall be obligated to prepare the reports and financial statements
presented below, and in accordance with the terms provided below:

     

    (a) Monthly
Reports.  The Company shall
prepare monthly management reports including consolidated balance sheet and
income statement showing the financial position (including profits and losses)
of the Company Group and deliver such reports to all Shareholders within
fourteen (14) days following the end of the applicable month.  Such
consolidated monthly reports shall be prepared in Portuguese, in Reais and U.S.
Dollars, in accordance with BR GAAP and translated into English.  For
the monthly management reports related to the periods from the Closing Date
through December 31, 2009, the Company may provide the report within thirty (30)
days following the end of the applicable month.

    
      
        
        

      

      
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    CONFIDENTIAL
MATERIALS HAVE BEEN OMITTED FROM THIS PAGE PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.  ASTERICKS DENOTE OMISSIONS.

     

    (b) Quarterly
Financial Statements.  The Company shall
prepare quarterly consolidated financial statements including balance sheet,
income statement and cash flow of the Company Group for each of its four
quarters in accordance with BR GAAP and US GAAP and deliver such financial
statements to all Shareholders within twenty (20) days following the end of the
applicable quarter.  The notes to the financial statements required in
accordance with BR GAAP and US GAAP may be omitted.  The quarterly
financial statements shall be prepared in Portuguese, in Reais and U.S. Dollars
and translated into English.  For the quarters during the period from
the Closing Date through December 31, 2009, the Company may provide preliminary
consolidated financial statements based on a good faith estimate within twenty
(20) days following the end of the applicable month, and final consolidated
financial statements may be provided within thirty two (32) days following the
end of the applicable quarter.  The quarterly consolidated financial
statements shall only be subject to a limited review by the Eligible Accounting
Firm elected by the Company for such period if Investor's independent auditing
firm determines that such limited review will be required within a new term to
be agreed by the Parties.  Such limited review shall be completed
within thirty two (32) days following the end of the applicable
quarter.

     

    (c) Annual
Financial Statements.  In addition to the annual consolidated
financial statements prepared in accordance with BR GAAP for statutory purposes,
the Company shall prepare annual consolidated financial statements including
balance sheet, income statement, cash flow and footnotes of the Company Group in
accordance with US GAAP and deliver such annual financial statements in English
and U.S. Dollars, to all Shareholders within ninety (90) days following the end
of each Fiscal Year.  The annual consolidated financial statements of
the Company shall be duly and fully audited by the Eligible Accounting Firm
elected by the Company for such year.

     

    3.8 Helicopter
Leasing.

     

    (a) Right of
First Refusal.  For a period
of five (5) years beginning on the Closing Date, Investor and its
Affiliates shall have the right of first refusal (“Lease Right of First
Refusal”) to lease to the Company Group at the rates described in Section
3.8(b):  (i) all helicopters to be leased from unaffiliated
Persons on an operating or dry lease basis by the Company Group, and (ii)
one-half of the fair market value, established by the Helicopter Blue Book
(latest edition), for all medium and heavy helicopters which, but for Investor’s
Lease Right of First Refusal under this Section 3.8(a), would
have been purchased or financed leased by the Company
Group.  Notwithstanding the foregoing, the Lease Right of First
Refusal shall not apply to renewal of existing contracts for helicopter
chartering services, which will not involve any change in the aircraft model
currently performing services under such existing contracts.

     

    (b) Rates.  In any case of
helicopters leased from Investor or its Affiliates to the Company and its
Affiliates the lease payment will be at market rates prevailing at the time of
the lease for similarly equipped and model helicopters, but in no event shall
such rates be below *** percent (***%) per month of the applicable
helicopter’s fair market value for used helicopters, as defined by the latest
edition of the Helicopter Blue Book, or Investor and its Affiliates’ acquisition
cost for New Helicopters in offshore configuration.  For purposes
hereof “New
Helicopters” means any helicopter in a complete offshore configuration,
which at the inception of the pertinent lease (i) has less than twelve hundred
(1200) flight hours or (ii) is less than one (1) year-old from purchase from the
manufacturer.  The lease term of all helicopters leased pursuant to
this Section
3.8 shall be equal to the term of the corresponding contract between the
Company, or the Affiliate of the Company, as applicable, and its
customer.  The applicable lease rate for such lease shall be fixed at
the beginning of each such lease throughout the lease term for such contract
with the applicable customer.  Investor and the Company shall provide
supporting documentation for the lease rates proposed by such party under this
Section 3.8.

     

    [***]
CONFIDENTIAL TREATMENT REQUESTED BY BRISTOW GROUP INC.

    
      
        
        

      

      
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    ARTICLE
IV - SHAREHOLDERS’ MEETINGS

     

    4.1 Shareholders’
Meetings.  The Shareholders shall exercise their right to vote
in every general meeting of the Company, and shall cause their Directors and/or
Officers to act in such a way as to comply with the provisions
hereof.

     

    (a) Calling
of Shareholders’ Meetings.  The Shareholders shall perform all
acts necessary to provide that a Shareholders’ meeting (a) shall be called
whenever required by applicable Law, and (b) may be called by (i) the Board of
Directors, subject to the provisions of the Organizational Documents, or (ii) a
shareholder or shareholders representing not less than five percent (5%) of the
outstanding Common Shares of the Company, whenever the Board of Directors does
not call a meeting within eight (08) Business Days after a duly justified
request from a shareholder for the calling of a Shareholders’ meeting,
indicating the matters proposed to be discussed, has been submitted to the Board
of Directors.

     

    (b) Notice of
Shareholders’ Meetings.  Without prejudice to other applicable
Law, written notice of a shareholders’ meeting shall be sent by the Company to
each of the representatives of each Shareholder not less than ten (10) days
prior to any Shareholders’ meeting, containing a copy of the official call
notice (edital de
convocação), the date, time and location for the meeting and the agenda
to be addressed during the meeting, together with copies of any reports,
proposals or any other information relevant to the agenda.  If the
quorum required is not reached during the first call, a second meeting shall be
held thereafter with not less than fifteen (15) days prior written notice sent
by the Company to the Shareholders, which notice shall include the items
required to be included in the notice for the first call.

     

    (c) Voting.  Except
as otherwise specified in this Agreement and in the Organizational Documents, or
as may be required by Law, all decisions of the Shareholders shall be taken upon
the affirmative vote of the majority of the Common Shares of the Company present
at the specific Shareholders meeting.  At any general Shareholders’
meeting, a Shareholder may vote with a written proxy, which shall comply with
the provisions of applicable Law.

     

    4.2 Actions
Subject to Investor Approval.  Each of the Shareholders agrees
and undertakes to take all actions necessary to ensure that, as long as Investor
directly or indirectly holds at least twenty percent (20%) of the issued and
outstanding Shares of the Company, including through its ownership of Apel, the
Company shall not take (and shall not permit any of the Subsidiaries to take)
any of the actions listed below unless such actions have been approved by
Investor in accordance with the terms hereof (“Investor
Approval”):

     

    (a) any
change to the Company’s Organizational Documents (i) regarding the Company’s
corporate purpose, (ii) regarding the Company’s dividends distribution policy,
or (iii) that impairs or reduces the rights of Investor;

     

    (b) any
issuance by the Company of equity (other than in connection with a Qualified
Initial Public Offering pursuant to Section 6.1) or
securities convertible into equity of the Company;

     

    (c) the
approval of stock option plans for employees;

     

    (d) any
redemption of securities by the Company;

     

    (e) the
Company’s winding-up or dissolution;

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (f) any
decision regarding a merger (including a merger of shares), spin-off or
amalgamation involving the Company or any of its Subsidiaries other than any of
such transactions involving solely the Company and any of its Subsidiaries or
Apel and the Investor’s Brazilian holding company that will hold the Investor’s
shares of Apel.

     

    ARTICLE
V - RESTRICTIONS, RIGHTS AND OBLIGATIONS WITH RESPECT TO TRANSFERS OF
SHARES

     

    5.1 General
Restrictions.  Any Shareholder may undertake a Transfer of
Shares then owned by such Shareholder, if, but only if, such Shareholder has
complied with all applicable provisions of this Agreement.  Any
Transfer carried out without the full observance of the provisions of this
Agreement shall be deemed null and void ab initio, and the Company
will not Transfer, and will not permit any transfer agent to give any effect in
the Company’s transfer records to such attempted Transfer.  The
transferee of any Equity Securities Transferred by a Shareholder in violation of
this Agreement shall not be entitled to (i) any right, title and interest in or
to such Equity Securities, (ii) any rights to vote, or (iii) any distributions
in respect thereof.

     

    (a) Conditions
Precedent.  Except for
permitted Transfer of Shares under Sections 5.1(b) and
(c) below, any Transfer of Shares shall comply with the following
conditions:

     

    
      	
              (i)  

            	
              compliance
      with the Right of First Refusal provisions of Section 5.2
      below;

            


    

     

    
      	
              (ii)  

            	
              the
      Transfer of Shares shall comply with applicable provisions contained in
      this Agreement, in the Company’s Organizational Documents and in the
      applicable Law; and

            


    

     

    
      	
              (iii)  

            	
              the
      new Shareholder shall, as a condition precedent for the validity and the
      effectiveness of any acquisition of Shares, adhere hereto, without any
      restrictions, and totally or partially replace, as the case may be, the
      Shareholder transferring the
Shares.

            


    

     

    (b) Permitted
Transfers to Relatives and Descendants.  Notwithstanding
the provisions of Section 5.1(a) above,
the Controlling Shareholders may Transfer the Equity Securities of the Company
among themselves or to a spouse, ancestor or descendant or among the descendants
of JAA, provided that the transferor provides prior written notice of the
Transfer to the other Shareholders and any such transferee(s) agrees to be bound
by and adhere to, by entering into amendments thereto, the Final Documents as a
Controlling Shareholder.  Upon compliance with the foregoing
provisions, the transferee shall be a “Controlling Shareholder” for all purposes
of the Final Documents, and the transferor shall be released from all
obligations and liabilities with respect to the Equity Securities Transferred,
except for such obligations and liabilities as may have accrued or arisen prior
to the date of the Transfer of such Equity Securities.  Any transferee
complying with the provisions of this Section 5.1(b) shall
be deemed to be a “Permitted Transferee” (“Permitted
Transferee”).

     

    (c) Permitted
Transfers to Affiliates.  Notwithstanding
the provisions under Section 5.1(a) above,
any Shareholder may, at any time, upon prior notice to the other Shareholders
and to the Company, partially or totally Transfer all its Shares to an Affiliate
thereof, provided, however, that (i) contemporaneously with effecting such
Transfer such Affiliate becomes a party to this Agreement, (ii) the transferring
Shareholder shall be obligated to reacquire forthwith the Shares so transferred
in the event such Affiliate ceases to be an Affiliate of the transferring
Shareholder or intends to effect a Transfer of such Shares to another Affiliate,
(iii) the transferring Shareholder assumes joint liability with its Affiliates
for the obligations hereunder, (iv) the transferring Shareholder shall be deemed
jointly and severally liable and shall be treated as a single shareholder
hereunder together with such Affiliate; (v) any Transfer to an Affiliate shall
subrogate such Affiliate on any rights and obligations set forth in this
Agreement, and (vi) in any case, the final ownership, voting and management
structure and all the material details related to the transferee shall be fully
disclosed to the other Shareholders.  An Affiliate complying with such
provisions (i) to (iv) and (vi) shall be deemed to be an “Exempt Transferee”
(“Exempt
Transferee”).

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d) Transfer
to Competitors.  A Shareholder may not directly or indirectly
Transfer its Shares to a Competitor, including through transfer of direct or
indirect Control of the Shareholder.

     

    (e) Lock-up.  Except
for Transfers among the Controlling Shareholders or as permitted in accordance
with Section 5.1(b)
and (c) above, until the third anniversary from the Closing Date, a
Shareholder shall not Transfer any Shares.  Thereafter, any
Shareholder may Transfer its Shares in compliance with the other provisions of
the Final Documents.

     

    (f) Pledge.

     

    
      	
              (i)  

            	
              The
      Shareholders shall not, at any time, create any Lien in or over the Equity
      Securities of the Company owned by them. The intent of the Shareholders is
      that no Shareholder allow such Shareholder’s Equity Securities to be put
      at risk of a third party acquiring beneficial ownership of any Equity
      Securities, except as expressly permitted by this
      Agreement.  Subject to the foregoing, the Shareholders also
      acknowledge that it is their intent that a Shareholder not be unreasonably
      forced to sell the Shareholder’s Shares pursuant to Section
      5.1(f)(iii) and such Shareholder shall be afforded all reasonable
      opportunities to remove any involuntary Lien pursuant to Section
      5.1(f)(iii) before such Shares may be sold to the other
      Shareholders.

            


    

     

    
      	
              (ii)  

            	
              If,
      for any reason, any Shares are voluntarily pledged or otherwise
      voluntarily made subject to judicial constraint (such as, without
      limitation, penhora
      judicial), the Shareholder that owns such Shares shall, immediately
      (but in no event after forty eight (48) hours of its knowledge), notify
      the Company and the other Shareholders of the fact and, in this order (A)
      have the term of thirty (30) days to replace any such pledge or to cure
      any such judicial constraint; or (B) after the term provided in (A),
      offer, irrevocably and unconditionally, such Shares to the other
      Shareholders and to the Company, which will have, in this order, a period
      of thirty (30) days each to decide whether to acquire all, but not less
      than all, of such Shares.

            


    

     

    
      	
              (iii)  

            	
              If,
      for any reason, any Shares involuntarily become subject to judicial
      constraint or other involuntary Lien (such as, without limitation, arresto, sequestro, penhora
      judicial), the Shareholder that owns such Shares shall, immediately
      (but in no event after forty eight (48) hours of its knowledge), notify
      the Company and the other Shareholders of the fact and have the term of
      sixty (60) days to initiate proceedings to replace any such pledge or to
      cure any such judicial constraint and shall thereafter diligently pursue
      in good faith such replacement or cure.  The Shareholder holding
      the Shares subject to such pledge or judicial constraint shall have no
      more than one (1) opportunity to replace the Shares for any asset other
      than the Shares.  If any such proposal of substitution of assets
      is rejected by the beneficiary of the pledge or applicable judicial
      authority, then such Shareholder shall then immediately offer cash as
      security in substitution of the pledged or judicially constrained
      Shares.  If at any time such Shareholder has not complied with
      the foregoing provisions of this Section
      5.1(f)(iii), then such Shareholder shall have been deemed to have
      offered, irrevocably and unconditionally, such Shares to the other
      Shareholders and to the Company, which will have, in this order, a period
      of thirty (30) days each to decide whether to acquire all, but not less
      than all, of such Shares. In order for a acquiring Shareholder to acquire
      such Shares pursuant to this Section 5.1(f),
      such acquiring Shareholder must reasonably believe and shall represent to
      the selling Shareholder that such acquiring Shareholder reasonably
      believes that there is a significant risk that the Shares will be acquired
      by a third party pursuant to the provisions of the pledge or judicial
      constraint within ninety (90) days of the date of the deemed offer of the
      Shares by the selling Shareholder to the acquiring
      Shareholders.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              (iv)  

            	
              The
      acquisition price of any Shares acquired pursuant to this Section 5.1(f)
      will be their market value, determined by a valuation carried by an
      investment bank mutually selected by the Parties, less the amount of the
      Lien on the Shares and less the cost of the valuation by the investment
      bank.  In addition, pursuant to the terms of article 666 of the
      Brazilian Civil Procedure Code, the acquiring Shareholder shall
      immediately deposit the amount of the Lien on Shares with the applicable
      court (depósito do preço
      em juízo) and request the release of the arresto, sequestro,
      penhora or similar act, as the case may be. The selling
      Shareholder, after the deposit of the amount of the Lien on the Shares is
      effective and after receiving the balance of the purchase price of the
      Shares, shall immediately sign all documents that are required or
      necessary to effect the Transfer of such
Shares.

            


    

     

    
      	
              (v)  

            	
              If
      the amount of the Lien surpasses the value of the Shares as determined by
      the investment bank mutually selected by the Parties, the selling
      Shareholder shall request a judicial valuation (avaliação judicial) of the
      Shares, for further deposit of the amount with the applicable court. If
      the judicial valuation of the Shares is granted and once the judicial
      valuation report (laudo de avaliação judicial) is ratified by the court
      and there are no outstanding appeals related to such ratification, the
      buying Shareholder shall, no later than forty eight (48) hours from the
      date on which is notified of the judicial valuation report ratification,
      make the deposit of the valuation amount with the applicable court. On
      such date, the selling Shareholder shall request the court to immediately
      release the judicial constraint. The selling Shareholder shall, after the
      deposit of the amount of the Lien with the applicable court is effective
      by the buying Shareholder,  immediately sign all documents that
      are required or necessary to effect the Transfer of such
      Shares.

            


    

     

    
      	
              (vi)  

            	
              Any
      dispute regarding this Section 5.1(f)
      shall be subject to resolution pursuant to Section
      8.2.

            


    

     

    5.2 Right of
First Refusal.

     

    (a) First
Refusal Offer.  If, at any time, the Shareholders desire to
effect a direct or indirect transfer to any Person (“Selling
Shareholder”), including through a direct or indirect change in Control
of the Selling Shareholder, other than to an Exempt Transferee or Permitted
Transferee, of any of their Shares such Selling Shareholder (or in the case of
an indirect transfer, the Affiliate that Controls the Selling Shareholder) must
first receive a bona
fide arm’s-length offer from such Person (“Original Offer”)
setting forth (i) the number of Shares such Person offers to purchase (“Offered Shares”),
(ii) the purchase price per Offered Share (“Subject Price”) and
the payment terms, (iii) the name and qualification of the potential buyer, and
(iv) all the other terms and conditions on which such Person is offering to
purchase the Offered Shares (“Right of First
Refusal”).  Exclusively in the case of a change in Control of
the Selling Shareholder, as applicable, (x) the Offered Shares shall be all of
the Shares owned by the Selling Shareholder and (y) the Subject Price shall be a
reasonable allocation of (A) the consideration payable for direct or indirect
Control of the Selling Shareholder to (B) the total number of Shares owned by
the Selling Shareholder. The provisions of this Section 5.2(a) shall
not apply to any transfer by EPV to JAA in connection with the existing
agreement between JAA and EPV, dated January 28, 2008.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b) Offer
Notice.  Upon receipt of an Original Offer, the Selling
Shareholder shall first deliver to the other Shareholders (“First Refusal
Shareholder”) and the Company, a written notice (“Offer Notice”), which
shall (i) be irrevocable for a period of thirty (30) days (“Offer Period”) after
receipt by the First Refusal Shareholder thereof, and (ii) include a copy of the
Original Offer, as well as sufficient information regarding the Person making
the Original Offer to allow the First Refusal Shareholder to evaluate such
Original Offer, including sufficient information regarding the final controlling
shareholders and owners of the potential buyers.  The Offer Notice
shall constitute an offer to sell the Offered Shares by the Selling Shareholder
to the First Refusal Shareholders, ratably in accordance with their respective
ownership of Shares of the applicable type, at the Subject Price and upon the
other terms and conditions set forth in the Offer Notice and as provided
herein.

     

    (c) Commitment.  The
First Refusal Shareholder shall have the right, but not the obligation, during
the Offer Period to provide to the Selling Shareholder and to the Company, a
written, irrevocable and unconditional commitment to acquire all, but not less
than all, of the Offered Shares specified in such Offer Notice, at the Subject
Price and on the same terms and conditions contained in the Offer Notice (“First Refusal
Commitment”).  It is understood and agreed that if one (01) of
the First Refusal Shareholders does not accept the Offer Notice, the rights
attributable to such First Refusal Shareholder shall be automatically
transferred to the remaining First Refusal Shareholders in a manner prorated to
their respective ownership interests, which may decide to accept it pursuant to
the terms of this Section
5.2.

     

    (d) Transfer
of the Offered Shares.  If a First Refusal Commitment is
provided, the Transfer of the Offered Shares by the Selling Shareholder to the
First Refusal Shareholder shall be consummated at the Subject Price, on the same
terms and conditions and within the same date set forth in the Offer Notice,
provided that if additional time is required to obtain the necessary
governmental authorizations and approvals, the Parties shall have an additional
one hundred and twenty (120) days to consummate the Transfer.  At the
closing of any such sale, (i) the First Refusal Shareholder shall remit to the
Selling Shareholder, by wire transfer of immediately available funds to an
account designated by the Selling Shareholder, the total consideration for the
Offered Shares, (ii) the Selling Shareholder shall Transfer the Offered Shares
to the First Refusal Shareholder, and (iii) the Selling Shareholder and the
First Refusal Shareholder shall cause the Company to make all notations in the
Company’s stock registry necessary to effect the Transfer of the Offered Shares
to the First Refusal Shareholder.  Exclusively in connection with the
restrictions imposed by Brazilian Law No. 7565/86 regarding the ownership of
Shares of Brazilian aviation companies by foreign investors, if the First
Refusal Shareholder is the Investor, the Offered Shares may be acquired by a
designee of Investor, duly approved by the Controlling Shareholders, the
approval of which may not be unreasonably withheld, provided, that in no event
shall such designee be a Competitor or an employee or officer of any of the
Company Group.

     

    (e) Failure
by First Refusal Shareholder.  If the First Refusal Shareholder
fails to (i) give the First Refusal Commitment before the expiration of the
Offer Period, or (ii) purchase all of the Offered Shares within the time period
specified in Section
5.2(d) after having given the First Refusal Commitment, then, subject to
Section 5.3
below, the Selling Shareholder may Transfer the Offered Shares to the Person
that provided the Original Offer (or an Affiliate of such Person), at the
Subject Price and on the same other terms and conditions set forth in the
Original Offer, at any time within sixty (60) calendar days following the
expiration of the Offer Period, provided that if additional time is required to
obtain the necessary governmental authorizations and approvals, the Parties
shall have an additional one hundred and twenty (120) days to consummate the
Transfer.  If the Offered Shares are not Transferred by the Selling
Shareholder during the terms indicated above, as applicable, the right of the
Selling Shareholder to Transfer such Offered Shares shall expire and the
obligations of this Section 5.2 shall be
reinstated.

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (f) Adhesion
to this Agreement.  The consummation of any Transfer of Shares
in accordance with Section 5.2 shall be
subject to the adhesion by the acquiring Person to this Agreement, which shall
be formalized by the delivery of a letter by the acquiring Person to the Company
and the other Shareholders, unconditionally accepting to be bound by the terms
and conditions of this Agreement.

     

    5.3 Tag-Along
Right.  In addition to the Right of First Refusal set forth in
Section 5.2
above, no Shareholder shall be entitled to directly or indirectly Transfer its
Shares of the Company to any Person if such Person does not offer and, if such
offer is accepted by the other Shareholders, to acquire, simultaneously, all
(and not less than all) of the Shares owned by the other Shareholders under the
same terms, conditions, price and form of payment offered to the disposing
Shareholder and contained in the terms of the Offer Notice.  For the
purposes of exercising its tag-along rights contained in this Section, the
remaining Shareholders shall, within thirty (30) days from its receipt of an
Offer Notice, notify the disposing Shareholder of its intention to sell all of
its Shares.  In this event, the disposing Shareholders will only be
allowed to complete a sale that Transfers the Control to any Person if such
Person acquires all, and not less than all, of the Shares owned by the remaining
Shareholders.  The provisions of this Section 5.3 shall not
apply to the Permitted Transfers as per Sections 5.1 (b) and
(c).

     

    5.4 Legal
Requirements.  All Transfers of Shares in connection with this
Agreement shall fully observe, at all times, the restrictions imposed by the Law
regarding the limit of voting shares held by foreign investors.

     

    ARTICLE
VI - QUALIFIED INITIAL PUBLIC OFFERING

     

    6.1 Primary
Offering.  At any time after the third (3rd)
anniversary of the Closing Date, Controlling Shareholders, acting together,
shall have the exclusive right to cause the Company, subject to appropriate
market conditions, to make a primary offering of shares (“Qualified Initial Public
Offering”) so long as such offering does not cause the Company to violate
the leverage parameter described in Section 3.2(g)(x) or
reduce Investor ́s aggregate ownership of the Company below thirty percent (30%)
of the total outstanding shares of the Company after completion of such
Qualified Initial Public Offering and any Secondary Offering described in Section 6.2
below.  In conjunction with such Qualified Initial Public Offering,
the Controlling Shareholders, acting together shall determine in good faith, in
consultation with the lead investment bank in the offering, the amount of such
primary offering and whether a Secondary Offering (and the amount thereof) is in
the best interest of the Company.

     

    6.2 Secondary
Offering.  In the event a determination is made pursuant to
Section 6.1 to
include a secondary offering with a Qualified Initial Public Offering, the
Controlling Shareholders and Investor shall have the right to participate as
selling shareholders in such secondary offering pro rata based or their
percentage interest of Shares (“Secondary
Offering”).

     

    6.3 Costs.  All
cost involved in the execution of a primary offering under the Qualified Initial
Public Offering shall be supported by the Company.  All cost involved
in the execution of a Secondary Offering shall be supported by the Selling
Shareholders pro rata
to their Percentage Interest in their Shares sold in the Secondary
Offering.

     

    6.4 Legal
Requirements.  The execution of a Qualified Initial Public
Offering shall be subject to, at all times, the restrictions imposed by the Law
regarding the limit of voting shares held by foreign investors.  The
Investor hereby agrees to approve and execute all corporate documents and to
approve all actions necessary to give effect to the Qualified Initial Public
Offering.

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VII - REMEDIES

     

    7.1 Indemnification.  Each
Party hereto shall indemnify the other Parties from and against any Losses
incurred or sustained by such indemnified Party (or any Affiliate or
Representative of such Party) as a result of (a) the breach by such Party or any
of its Affiliates or Representatives of any covenant, agreement or obligation
contained in this Agreement, or (b) the inaccuracy or breach of any
representation or warranty of such Party contained in this
Agreement.  The value of such indemnification shall be fixed by the
arbitration award pursuant to the provisions contained in Section 8.2
below.

     

    7.2 Specific
Performance.  Each Party hereto shall also have the right to
request the specific performance (execução específica) of the
obligations assumed by the other Shareholders in this Agreement, according to
the provisions of Brazilian Corporate Law and in the Brazilian Civil Procedure
Code (both as amended from time to time).  In this sense, the Parties
acknowledge and agree that the payment of Losses shall not constitute a proper
compensation for the violation of any obligation assumed by the Parties
hereunder and that the specific performance of the obligations is a necessary
legal remedy in supplement to the payment of Losses.

     

    ARTICLE
VIII - GOVERNING LAW; DISPUTE RESOLUTION

     

    8.1 Governing
Law.  This Agreement shall be governed by, construed and
enforced in accordance with the laws of Brazil.

     

    8.2 Dispute
Resolution – Arbitration.

     

    (a) The
Parties agree that any and all claims, disputes, controversies and any other
matter arising out of or related to the validity, scope, making, interpretation,
enforceability, performance, breach of, or relating in any way to this
Agreement, the Company or the relationship between the Parties created by this
Agreement or the subject matter of this Agreement, including, but not limited
to, arbitrability or the authority or capacity of any signatory to this
Agreement (collectively, a “Dispute”), will be
resolved by consultation between the Parties.  Any Dispute not
resolved within thirty (30) days after the notice from a Party requesting the
consultation, will be determined and resolved by submission to the Corte
Española de Arbitraje (“Corte”) for binding
arbitration in the city of Madrid, Spain according to the Rules of Corte,
supplemented by the International Bar Association Rules on the Taking of
Evidence in International Commercial Arbitration.  The arbitration
will be conducted in English.  Each Party (with the Controlling
Shareholders constituting a single Party and Investor and Apel constituting a
single Party for purposes of this Section 8.2) will
provide and pay for translators and translated documents where necessary, the
cost of translations to be awarded as part of the arbitrators’
decision.  All awards, final or interim, will be in writing with the
reasons for the decision stated.  The making, validity, scope,
interpretation and enforceability of this Agreement to arbitrate, including, but
not limited to, who will be parties to the arbitration and what issues will be
submitted to arbitration, will be determined by the arbitrators chosen in
accordance with this Agreement.  Should there be a conflict between
the rules and provisions of this Agreement and the arbitration rules, the
provisions of this Agreement will govern.

     

    (b) Either
Party may initiate arbitration by written notice to the other Party of the
intention to arbitrate and specifying the claims to be
arbitrated.  The arbitration will be conducted before three (3)
arbitrators.  The Investor will select one (1) arbitrator and the
Controlling Shareholders will select one (1) arbitrator.  The two (2)
arbitrators so selected will appoint a third (3rd)
neutral arbitrator.  The arbitrators will be required to have a
minimum of five (5) years experience in any of the operation, accounting,
finance or legal aspects of the commercial aviation industry.  In the
event any Party fails to name an arbitrator within forty-five (45) days after
the receipt of a notice of intent to arbitrate, the Corte will appoint the
second arbitrator who, together with the arbitrator named by the other Party,
will appoint the third arbitrator. The arbitration will proceed before the three
(3) arbitrators nominated and that arbitrators are empowered to make a decision
binding upon the Parties.  Should the two (2) appointed arbitrators be
unable to agree on the neutral arbitrator within thirty (30) days after the
naming of the respondents arbitrator, the Corte will appoint the neutral
arbitrator.  In the event of the incapacity of an arbitrator after
appointment, which incapacity will prevent the conclusion of the proceedings
within the time limits set forth below, such arbitrator will be replaced in the
same manner as originally appointed.  Within thirty (30) days after
the appointment of the arbitrator or arbitration panel, the arbitrators will
convene a preliminary hearing in the city of Madrid, Spain to set a schedule for
the proceedings.  Unless the Parties stipulate to the contrary, the
final arbitration hearing will be held in the city of Madrid, Spain no later
than one hundred and eighty (180) days after the notice of intent to arbitrate
is served and the arbitrators will render their final decision in writing with
reasons for the decision stated, no later than sixty (60) days after the final
hearing is concluded.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (c) Unless
the arbitrators, upon a showing of good cause, rule otherwise, a claim of
confidentiality of any answer or document will be honored and such information
will not be disclosed to third parties or used for any purpose outside the
arbitration without the consent of the Party claiming the
privilege.  The discovery period will begin forty five (45) days after
the respondents’ receipt of the notice of intent to arbitrate and will conclude
ninety (90) days later.  Each Party will produce all documents relied
upon to support a claim or defense, and a list of all individuals with knowledge
relevant to any claim or defense within thirty (30) days after the beginning of
the discovery period.  Each Party will be allowed to ask thirty (30)
written interrogatories, including subparts, and to propound thirty (30)
requests for production of documents or other tangible things.  The
Parties may interview and discuss matters with the witnesses.  The
receipt and consideration of all evidence will be within the sole discretion of
the arbitrators.

     

    (d) This
Agreement shall be governed by, and construed in accordance with, the
substantive Law of Brazil, which law also will apply to all issues presented to
the arbitrators, including the validity, scope, interpretation and
enforceability of this agreement to arbitrate.  Conflict of laws or
choice of law principles that might call for the application of another law will
not be applied.

     

    (e) The
arbitrators are empowered in their sole discretion to make interim awards,
including injunctions to preserve the status quo, and to require the posting of
security for potential awards, arbitration expenses and fees of the
arbitrators.  The arbitrators are empowered to issue subpoenas for
witnesses and documents.  The arbitrators are empowered to award
compensatory damages, but may not award lost profits, moral, exemplary or
punitive damages.  Awards shall be in U.S. Dollars, which shall be the
basis for indexing the amount of the awards to Reais for any enforcement in
Brazil.  The arbitrators are empowered to order specific
performance.  Any and all of the decisions or orders of the
arbitrators may be enforced if necessary by any court.  The
arbitrators’ award and all interim awards may be confirmed and judgment entered
upon the award in any court having jurisdiction over the Parties or in any
jurisdiction where any of the Parties have real or personal property, each Party
consenting to jurisdiction in such venues.

     

    8.3 Exceptional
Court Jurisdiction.  The Parties are fully aware of all terms
and effects of arbitration clause set forth herein, and irrevocably agree that
any Disputes shall be solely referred to arbitration.  Without
prejudice to validity of the arbitration clause, however, the Parties hereby
elect the courts of the city of Belo Horizonte, state of Minas Gerais, Brazil,
as the exclusive jurisdiction to ensure the enforceability of the arbitration
procedures and to enforce any decision of the arbitration panel including,
without limitation, the arbitral award.

     

    ARTICLE
IX - MISCELLANEOUS

     

    9.1 FCPA.

     

    (a) Each
Party hereby acknowledges that it understands that the provisions of the FCPA
and other applicable Laws prohibit Investor or any Affiliate of Investor
including any officer, director, employee or agent of Investor (collectively,
“Investor FCPA
Group)”, and including, but not limited to, the Company and its
Subsidiaries or any of their respective officers, directors, employees,
consultants, shareholders, agents or affiliates (collectively, “Company FCPA Group”,
and with the Investor FCPA Group, “FCPA Group”) acting
on behalf of Investor to offer, pay, promise to pay, or authorize the payment of
money or offer, give, promise to give or authorize the giving of anything of
value (hereinafter referred to collectively as the “Prohibited Payment”)
to (i) any official; (ii) any political party or official thereof or any
candidate for political office; or (iii) any other person, while knowing that
all or a portion of such money or thing of value will be offered, given or
promised, directly or indirectly, to any official, to any political party or
official thereof, or to any candidate for political office (“Prohibited Group”)
for the purposes of (a) influencing any act or decision of such official,
political party, party official or candidate in his or its official capacity or
inducing such official, political party, party official or candidate to do or
omit to do any act in violation of the lawful duty of such official, political
party, party official or candidate; or (b) inducing such official, political
party, party official, or candidate to use his or its influence with a
government or instrumentality thereof to affect or influence any act or decision
of such government or instrumentality in order to assist Investor in obtaining
or retaining business for or with or directing business to any person
(hereinafter collectively referred to as “Prohibited
Purposes”).  In connection with the Company, its Subsidiaries
and this Agreement, each Party hereby represents and warrants the
following:

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  

            	
              Such
      Party and its Affiliates will not, and such Party will not permit any
      member of the FCPA Group to, make a Prohibited Payment to any member of
      the Prohibited Group for the Prohibited Purposes in connection with the
      Company, its Subsidiaries or this
Agreement;

            


    

     

    
      	
              (ii)  

            	
              No
      member of the FCPA Group nor any affiliate of the FCPA Group is a member
      of the Prohibited Group or an affiliate of the Prohibited
      Group;

            


    

     

    
      	
              (iii)  

            	
              Such
      Party is familiar with the provisions of the FCPA and other applicable
      Laws and their application to the Company, its Subsidiaries and this
      Agreement;

            


    

     

    
      	
              (iv)  

            	
              If
      at any time such Party becomes aware that any member of the FCPA Group has
      made a Prohibited Payment to the Prohibited Group in connection with the
      Company, its Subsidiaries or this Agreement, such Party will immediately
      notify the other Party as provided in Section 9.4, in
      writing, including all details of such Prohibited
  Payment;

            


    

     

    
      	
              (v)  

            	
              If
      at any time such Party becomes aware that either Party or any officer,
      director, employee, shareholder, agent or affiliate of either Party has
      requested, directly or indirectly, that a Party make a Prohibited Payment
      to the Prohibited Group in connection with the Company, its Subsidiaries,
      this Agreement or Investor, such Party shall immediately notify the other
      Party as provided in Section 9.4, in
      writing, including all details of such Prohibited
  Payment;

            


    

     

    
      	
              (vi)  

            	
              Such
      Party will not commit any act or omission that would violate any Laws of
      any jurisdiction in which it performs services in connection with the
      Company, its Subsidiaries or this Agreement, including, but not limited
      to, the Laws of Brazil; and

            


    

     

    
      	
              (vii)  

            	
              Such
      Party agrees to cause each member of the FCPA Group to fully cooperate
      with the other Party in connection with any inquiry or investigation
      intended to insure compliance by Investor, or the FCPA Group, with the
      FCPA and other applicable Laws.

            


    

     

    (b) Each
Party agrees to maintain accurate books and records which properly reflect and
account for all of such Party’s income and expenses related to the Company, its
Subsidiaries and this Agreement.  Such books and records shall be
maintained at all times at such Party’s principal place of business in the city
of Belo Horizonte, Brazil, in the case of the Controlling Shareholders, and in
the city of Houston, Texas, in the case of Investor, and shall be available for
review, copy and audit by the other Party or its representatives at such
location at any time during normal business hours.

     

    (c) Each
Party agrees that the other Party and any representative of the other Party
shall have the right at any time to audit the books and accounts of such Party
and/or any representative of such Party to confirm that no payments have been
made by such Party or any member of the FCPA Group in connection with the
Company, its Subsidiaries or this Agreement that would violate the terms of this
Agreement.  Each Party hereby agrees to exercise its rights under this
Section 9.1 in
good faith and only when it has a legitimate business purpose for such review or
audit.  A Party’s right to perform such audit and examine the other
Party’s books and records under this Section 9.1 shall
survive the termination of this Agreement for a period of five (5) years unless,
prior to the expiration of such five (5) year period, a Party notifies the other
Party, in writing, that such Party has a legitimate business reason for
extending such five (5) year period in which event the provisions of this Section 9.1 shall
continue for the period requested by such Party in such notification to the
other Party.

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (d) Notwithstanding
anything herein to the contrary, Investor may immediately terminate this
Agreement by written notice to the other Parties upon any breach of this Section 9.1 by any of
the Company FCPA Group (other than Investor), and the Controlling Shareholders
may immediately terminate this Agreement by written notice to the other Parties
upon any breach of this Section 9.1 by any of
the Investor FCPA Group.

     

    9.2 Further
Assurances.  Each Party shall, and shall use all best efforts
to, take or cause to be taken all actions, and do or cause to be done all other
things necessary, proper or advisable in order to give full effect to this
Agreement.  Each Shareholder shall negotiate, execute and deliver all
reasonably required documents and do all other acts which may be reasonably
requested by the other parties hereto to implement and carry out the terms and
conditions of this Agreement.  Each Shareholder shall use its
commercially reasonable efforts not to take any action or fail to take any
action which would reasonably be expected to frustrate the intent and purposes
of this Agreement.  In furtherance of the foregoing, each Shareholder
agrees to vote or cause to be voted all Equity Securities owned by it in the
Company or its Affiliates in a manner as may be required to implement and
further the provisions of this Agreement.

     

    9.3 Entire
Agreement; Certain Conflicts.  This Agreement (together with
the other Final Documents and the Schedules hereto and thereto) sets forth the
entire agreement and understanding among the Parties concerning the transactions
contemplated hereby and thereby.  This Agreement supersedes all prior
agreements and understandings, oral or written, between any parties or among the
Parties with respect to the subject matter hereof.  Each Shareholder
hereby undertakes to exercise its rights as a Shareholder always and only to the
extent such exercise complies with this Agreement, and each Shareholder hereby
waives any rights or obligations under the Organizational Documents that may
conflict with corresponding rights or obligations under this
Agreement.

     

    9.4 Notices.  Any
notice, demand, request, consent, approval, declaration, delivery or other
communication hereunder to be made pursuant to the provisions of this Agreement
shall be sufficiently given or made if in writing and either delivered in
person, by overnight courier or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

     

    (a) If to the
Company:

     

    Líder Aviação Holding S.A.

    At.:  José Afonso Assumpção /
Eduardo de Pereira Vaz

    Av. Santa Rosa, 123

    Belo Horizonte, MG, Brazil

    ZIP
Code:  31270-750

    Fax:  (+55 31)
3490-4554

    


    with copies to (which shall not
constitute a notice):

    


    Machado,
Meyer, Sendacz e Opice - Advogados

    Av.
Brigadeiro Faria Lima, 3144, 11o andar

    São
Paulo, SP, Brazil

    ZIP Code:
01451-000

    At.:  Daniel
de Miranda Facó

    Fax:  (+55
11) 3150-7071

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (b) If to the
Controlling Shareholders:

     

    
      José
Afonso Assumpção

    

    Av. Santa Rosa, 123

    Belo Horizonte, MG, Brazil

    ZIP
Code:  31270-750

    Fax:  (+55
31) 3490-4595

    


    Eduardo
de Pereira Vaz

    Av. Santa Rosa, 123

    Belo Horizonte, MG, Brazil

    ZIP
Code:  31270-750

    Fax:  (+55
31) 3490-4554

    


    Rotorbrás
Comércio e Indústria de Helicópteros Ltda.

    At.:  José Afonso Assumpção /
Eduardo de Pereira Vaz

    Av. Santa
Rosa, 123

    Belo Horizonte, MG, Brazil

    ZIP
Code:  31270-750

    Fax:  (+55
31) 3490-4554

    


    with
copies to (which shall not constitute a notice):

    


    Machado,
Meyer, Sendacz e Opice Advogados

    Av.
Brigadeiro Faria Lima, 3144, 11o andar

    São
Paulo, SP, Brazil

    ZIP Code: 01451-000

    At.:  Daniel
de Miranda Facó

    Fax:  (+55
11) 3150-7733

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    (c) If to
Apel or Investor:

     

    APEL/INVESTOR

    Rua da Candelária, 79, COB 01 –
Part

    Rio de
Janeiro, RJ, Brazil

    ZIP Code: 20091-020

    At.:
Eduardo Duarte

    Fax: (+55 21) 2253-4242

    


    with copies to (which shall not
constitute a notice):

    


    
      Bristow
Group, Inc.

    

    2000 W.
Sam Houston Parkway, Suite 1700

    Houston,
Texas, USA

    ZIP Code:
77042

    At.:
Randall A. Stafford

    Fax: (+1
713) 267-7620

    


    and

    


    Gardere
Wynne Sewell LLP

    1000
Louisiana, Suite 3400

    Houston,
Texas, USA

    ZIP Code:
77002-5007

    At.:  N.
L. Stevens III

    Fax:  (+1
713) 276-5807

    


    or to
such other address as may be substituted by notice given as herein
provided.  The giving of any notice required hereunder may be waived
in writing by the Party entitled to receive such notice.  Every
notice, demand, request, consent, approval, declaration, delivery or other
communication hereunder shall be deemed to have been duly given or served on the
date on which personally delivered or upon receipt if delivered by an overnight
courier service or registered mail or letter against receipt.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    9.5 Waiver;
Amendment.  The failure of any Party to insist upon strict
performance of the provisions hereof shall not be construed as a waiver or
novation of future compliance and no waiver or novation of the provisions hereof
by such Party shall be deemed to have been made unless expressed in writing and
signed by such Party.  Any provision of this Agreement, even if
applicable to some of the Parties only, may be amended if, but only if, such
amendment is in writing and signed by each of the Parties hereto.  The
rights and remedies herein provided are cumulative and none is exclusive of any
other, or of any rights or remedies that any Party may otherwise have at Law or
in equity.  The rights and remedies of any Party based upon, arising
out of or otherwise in respect of any breach of any covenant or agreement or
failure to fulfill any condition, shall in no way be limited by the fact that
the act, omission, occurrence or other state of facts upon which any claim of
any such breach is based may also be the subject matter of any other covenant or
agreement as to which there is no breach.

     

    9.6 Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, successors, permitted
assigns, executors and administrators of the Parties hereto.

     

    9.7 Assignment. This Agreement and the
rights and obligations hereunder shall not be assignable or otherwise
transferable by any Party without the prior written consent of the other Parties
or as otherwise provided for herein, and any purported assignment or other
transfer without such consent shall be void and unenforceable, provided,
however, that no consent shall be required in case of an assignment by Investor
to any of its Affiliates or by the Controlling Shareholders to any of their
Affiliates.

     

    9.8 No
Benefit to Others.  The representations, warranties, covenants
and agreements contained in this Agreement are for the sole benefit of the
Parties hereto and, where applicable, their respective Affiliates, and their
respective successors and assigns, and they shall not be construed as conferring
and are not intended to confer any rights to any other
Persons.  Nothing in this Agreement shall confer any rights upon any
person or entity other than the Parties and their respective heirs, successors
and permitted assigns.

     

    9.9 Term and
Termination.  This Agreement shall remain in force for a period
of ten (10) years from the date hereof, and shall be automatically renewable for
one (1) additional period of ten (10) years.  Notwithstanding the
foregoing, this Agreement shall automatically terminate as to a Shareholder in
the event that such Shareholder sells one hundred percent (100%) of its
Shares.  Termination of this Agreement shall not affect the liability
of any Party for any breach of this Agreement committed prior to the date of
termination.

     

    9.10 Survival.  The
confidentiality provisions of Section 9.12, the
indemnification provisions of Section 7.1 and the
provisions of Article
VIII above, shall survive the termination of this Agreement.

     

    9.11 Expenses.  Each
Party shall bear its own costs and expenses, including those of its accounting
and legal advisors in connection with their due diligence review of the Company
and the preparation, negotiation, execution and delivery of this Agreement and
the other Final Documents, whether or not the Closing occurs.

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    9.12 Confidential
Information.  Each of the Shareholders and their respective
Representatives shall maintain the confidentiality of any information received
from the Company and from the other Shareholders, including, without limitation,
all data and information obtained by any of them pursuant to this Agreement and
any of the transactions contemplated hereby.  Information that (a) is
independently developed by the Shareholders or their Affiliates or lawfully
received free of restriction from another source having the right to so furnish
such information, (b) becomes generally available to the public without breach
of this Agreement by the Shareholders, (c) at the time of disclosure to a
Shareholder was known to such Shareholder to be free of restriction as evidenced
by documentation in such Shareholder’s possession, (d) the Company or the other
Shareholder, as applicable, agrees in writing is free of such restrictions, or
(e) is or becomes required by Law or order from a Governmental Authority to be
disclosed by a Shareholder (of which the Company or the other Shareholder, as
applicable, shall receive notice and an opportunity to attempt to restrict such
disclosure) shall not be deemed to be confidential information for purposes of
this Agreement.  No Shareholder shall grant access without the prior
consent of the Company, and the Company shall not be required to grant access,
to confidential information described in this Section 9.12 to any
Person who will not agree in writing prior to obtaining such access to maintain
the confidentiality thereof, including, without limitation, such Shareholders’
Representatives.

     

    9.13 Non-Competition.  During
the term of this Agreement Investor and its Subsidiaries, Related Parties and
Affiliates shall not directly or indirectly enter into any operating lease, dry
lease or finance lease, or own, manage, operate any Business in Brazil and the
Controlling Shareholders and their respective Subsidiaries, Related Parties and
Affiliates will not own, manage or operate any helicopter business in Brazil
other than the Company Group.  In addition for three (3) years after
ceasing to be a shareholder and/or officer and/or director and/or employee of
the Company or after expiration of this Agreement, JAA and EPV shall not
directly or indirectly engage in or own, manage, operate a Business which
competes with the Company Group in Brazil.

     

    9.14 Specific
Performance.  All the obligations undertaken by the
Shareholders in this Agreement referring to the exercise of their rights and
duties and the terms and conditions required for any transfer of shares are
subject to specific performance as provided for in the Brazilian Corporate Law
and the Brazilian Civil Procedure Code and in accordance with Section 7.2
hereto.

     

    9.15 Filing;
Registration.  A copy of this Agreement shall be filed at the
headquarters of the Company for the purposes of article 118 of the Brazilian
Corporate Law.  The Company shall cause the following legend to be
included in Portuguese in the relevant pages of the registered share register of
the Company and in any certificates representing Shares, which are subject to
this Agreement:  “The shares held by [name of
shareholder] are subject to the restrictions on transfer, voting arrangements,
and other provisions set forth in a Shareholders Agreement dated as of May 26,
2009, copies of which are available for inspection at the head offices of the
Company.  No transfer of such shares will be made on the books of the
Company, and such a transfer will be null and void, unless accompanied by
evidence of compliance with the terms of such agreement.  Any
transactions entered into by the Company or any shareholder in violation of the
Shareholders Agreement will be null and void.”

     

    IN WITNESS WHEREOF, the
parties hereto executed this Agreement in six (6) originals of identical form
and content, along with the two (2) witnesses below:

     

    


     

    Belo
Horizonte, May 26, 2009.

     

    


     

    


    
      
        
          
             

            


          

           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    Signature
page 1/2 of the Shareholders Agreement of Líder Holding Aviação S.A. executed on
May 26, 2009.

     

    


    JOSÉ
AFONSO ASSUMPÇÃO

    
 

    /s/ JOSÉ AFONSO
ASSUMPÇÃO


    


    


    


    EDUARDO
DE PEREIRA VAZ

    


    
      /s/
EDUARDO DE PEREIRA VAZ



    


    


    


    ROTORBRÁS
COMÉRCIO E INDÚSTRIA DE HELICÓPTEROS LTDA.

    


    


    By:  /s/
JOSÉ AFONSO ASSUMPÇÃO  

    Name:
JOSÉ AFONSO ASSUMPÇÃO

    Title: 
Administrador

    


    


    By:                                                                           

    Name:

    Title:

    


     

    


    APEL
- AERO PARTICIPAÇÕES E EMPREENDIMENTOS LTDA.

    


    


    


    By:   /s/ Mark B.
Duncan

    Name: 
Mark Duncan

    Title:

    


    


    By:                                                                           

    Name:

    Title:

    


    


    


    
      
        
          
             

            


          

           


        

        
          28

          
            

          

        

        
           


        

      

    

    


    


    Signature
page 2/2 of the Shareholders Agreement of Líder Holding Aviação S.A. executed on
May 26, 2009.

    


    BL
PARTICIPAÇÕES LTDA.

    


    
 

    
 

    By: /s/ Mark B.
Duncan  

    Name: 
Mark Duncan

    Title:

    


    


    


    By:                                                                           

    Name:

    Title:

    


    


    LÍDER
AVIAÇÃO HOLDING S.A.

    


    By:   /s/ EDUARDO DE PEREIRA
VAZ

    Name:  Eduardo
de Pereira Vaz

    Title:  Chief
Executive Officer.

    


    


    


    


    Witnesses:

    
      	
              1.
      /s/ Andrea Sousa Ituassú

              Name:
      Andrea Sousa Ituassú

              ID
      No.:  M.5.971.420

            	
              2.
      /s/ Kelly A. Pereira Aguiär

              Name:
      Kelly Aparecida Pereira Aguiär

              ID
      No.: M.6.11.990.447

            


    

    


     

    


     

    


    
      
        
          
             

            


          

           


        

        
          29