exv10w1



 






Exhibit 10.1




 

* Material marked “[REDACTED]*” in this document indicates that such portion has been omitted
pursuant to a request for confidential treatment and has been filed with the Securities and
Exchange Commission separately.




HELICOPTER LEASE AGREEMENT



THIS HELICOPTER LEASE AGREEMENT, dated as of November 1, 2005 (this “Lease”), is entered into by
and between U.S. HELICOPTER CORPORATION, with offices at Downtown Manhattan Heliport, 6 East River
Piers, Suite 216, New York, NY 10004 (“Lessee”) and [REDACTED]* with offices [REDACTED]*
(“Lessor”).





	I.	 	LEASING: In consideration of the mutual agreements herein set forth, Lessor leases
to Lessee and Lessee hereby leases from Lessor, one (1) Sikorsky Model S-76 Helicopter,
Manufacturer’s Serial No.760312, Registration No. N14CS, together with two (2) Pratt & Whitney
PT6B-36A engines bearing Engine Serial Numbers PC-E36013 and _PC-E36016 , together with all
parts installed thereon and all records relating thereto (collectively, “Helicopter”) from the
Delivery Date (as herein defined) until the date preceding the third anniversary of the
Delivery Date (“Term”). The Helicopter shall be delivered to Lessee on the Delivery Date at
Belmar, New Jersey (“Delivery Location”) equipped as indicated in Exhibit A and B, which are
attached hereto and made a part hereof. “Delivery Date” shall be the date that Lessor tenders
the Helicopter to Lessee at the Delivery Location in compliance with the terms and conditions
of this Lease






	II.	 	A.
    FIXED RENT: Lessee shall pay to Lessor on the earlier of the Delivery Date or
fourteen days after signing the Lease, and the first day of each following calendar month
during the Term hereof fixed rent (“Fixed Rent”) in the amount of [REDACTED]*. Fixed Rent for
any partial month during the Term hereof shall be prorated based on a 30-day month. Fixed
Rent shall be paid to Lessor without deduction or offset and without notice or demand at
Lessor’s address set forth above.







	 	B.	 	SECURITY: (a) Lessee shall deliver to Lessor, as security for the performance of
Lessee’s obligations under this Lease, the sum of [REDACTED]*, in certified or official bank
check (as increased pursuant to the terms of this Lease, the “Security Deposit”) on execution
hereof. Within one hundred eighty (180) days after the Delivery Date, Lessee shall increase
the Security Deposit by [REDACTED]*. Lessor may draw on the Security Deposit to remedy
defaults by Lessee in the payment or performance of any of Lessor’s obligations under this
Lease. If Lessor shall have so drawn upon the Security Deposit, Lessee shall upon demand
deposit with Lessor a sum equal to the amount so drawn by Lessor.






          (b) Provided Lessee is not in default under this Lease and Lessee has surrendered the
Helicopter to Lessor in accordance with all of the terms and conditions of this Lease, (i)
Lessor shall promptly return to Lessee the Security Deposit then held by Lessor or (ii) if
Lessor shall have drawn upon such Security Deposit to remedy defaults by Lessee in the payment
or performance of any of Lessee’s obligations under this Lease,



 









 






Lessor shall return to Lessee that portion, if any, of such Security Deposit remaining in
Lessor’s possession.




	 	C.	 	NET LEASE TO LESSOR: All Fixed Rent and other payment obligations of Lessee are
net to Lessor. During the Term of the Lease, Lessee agrees to pay all taxes, including
sales, use, and personal property taxes, excise tariffs, charges or assessments (including
landing fees) levied or assessed upon the use or possession of the Helicopter, which may now
or hereafter be imposed by any sovereign or by any City, State, Federal and Local Government
unit by reason of the leasing, use, operation, importation or exportation of the Helicopter,
whether the same be assessed to Lessor or Lessee, except for taxes attributable to Lessor’s
income.
	 
	 	D.	 	DELIVERY CONDITIONS. On the Delivery Date the Helicopter shall be delivered to Lessee at
the Delivery Location in “as-is — where-is” condition, except that the Helicopter shall be
U.S. registered, have a U.S. Certificate of Airworthiness, and shall comply with the
following additional delivery conditions:






Lessor shall have installed on the Helicopter Engine serial numbers PC-E36016 and PC-E36001.
Engine serial number PC-E36013 will be removed prior to Delivery at Lessor’s Cost and sent to
Pratt & Whitney for overhaul prior to Delivery at Lessor’s cost.




Lessor shall provide to Lessee the existing twelve passenger interior as well as the VIP
interior that includes two forward Captain Seats and Credenza..




	 	E.	 	ENGINES. Engine serial number PC-E36001 is on loan from Pratt & Whitney (the
“Loaner Engine”) The Loaner Engine shall continue to be installed on the Helicopter until
such time as PC-E36013 is refurbished by Pratt & Whitney, delivered and installed on the
Helicopter at the expense of Lessor.. Payment of the loaner fee/engine lease daily rent will
be made to Pratt & Whitney by Lessor. Payment of the hourly charge on the Loaner engine will
be paid to Pratt & Whitney by Lessee.






	III.	 	INSURANCE:






	 	A.	 	Lessee, at its sole cost and expense, shall procure and maintain at all times:






(i) all risk, no deductible, aircraft hull insurance for not less than [REDACTED]* insuring the
Helicopter against loss or theft, or damage to the Helicopter, including war risk and
confiscation coverage and extended coverage with respect to any engines or parts while removed
from the Helicopter naming Lessor as an additional insured and Lessor as loss payee; and




(ii) Public liability, passenger liability endorsement, breach of warranty endorsement and
property damage insurance in amounts not less than [REDACTED]* naming Lessor, as additional
insured.




(iii) Lessee shall be permitted to provide ground risk insurance coverage during the period of
from the Delivery Date until the Helicopter enters revenue service. This insurance will cover a
limited number of ferry flights of the Helicopter. The liability limit under this ground risk



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only
insurance will be [REDACTED]*. The aircraft hull insurance will be the amount in section
III A (i) above.

(iv) Lessee will be permitted to supply aircraft hull insurance with a deductible of not more
than 5% if the Security Deposit is increased by the amount of the deductible.




	 	B.	 	All such insurance shall be in form and with companies reasonably satisfactory to Lessor and
shall contain a breach of warranty endorsement in favor of Lessor. Each insurer shall agree
by endorsement upon the policy or policies issued by it, or by independent instrument
furnished to Lessor that it will give Lessor thirty (30) days written notice before the policy
in question shall be adversely materially altered or cancelled.
	 
	 	C.	 	The proceeds of such aircraft hull insurance shall be paid to Lessor or at Lessor’s written
direction toward the restoration or repair of the Helicopter. Any policies of insurance
carried in accordance herewith and any policies taken out in substitution or replacement for
any such policies (1) shall name Lessor as additional insured, (2) shall provide that if the
insurers cancel such insurance for any reason whatever, or the same is allowed to lapse for
nonpayment of premium, such cancellation or lapse shall not be effective as to Lessor for
thirty (30) days after receipt of notice by such insurers of such cancellations or lapse and
(3) shall provide that as against Lessor, the insurers shall waive any rights of subrogation,
setoff, counterclaim or any other deduction, whether by attachment or otherwise.
	 
	 	D.	 	Each liability policy (1) shall be primary without right of contribution from any other
insurance which is carried by any other person to the extent that such other insurance
provides it with contingent and/or excess liability insurance with respect to its interest as
such in the Helicopter and (2) shall expressly provide that all of the provisions thereof,
except the limits of liability, shall operate in the same manner as if there were a separate
policy covering each insured. Lessee shall arrange for appropriate certification to be made
to Lessor as soon as practical by each insurer with respect thereto.






	IV.	 	INDEMNITY:






Lessee hereby indemnifies and holds harmless Lessor, its members, officers and assigns from and
against any and all losses, damages injuries, death, liability, claims, demands and expenses
including legal expenses of whatsoever kind and nature arising directly or indirectly from, or
in connection with the Helicopter, including, without limitation, the possession, maintenance,
storage, use or operation thereof.




	V.	 	USE; CHANGES; QUIET ENJOYMENT:






	A.	 	USE: Lessor acknowledges that Lessee intends to use the Helicopter in connection
with its application for certification and operating authority from the U.S. Department of
Transportation (“DOT”) and the Federal Aviation Administration (“FAA”), and, once certified,
in its scheduled and charter operations as a Part 135 Carrier. The responsibility for custody
and control of the Helicopter is vested in Lessee during the term of the Lease. Lessee agrees
to use and operate the Helicopter at all times in accordance with appropriate FAA regulations,
and to comply with all other laws and regulations issued by any authority having sovereignty
in




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	 	 	the area in which the Helicopter is operated. In no event shall the Helicopter be operated or
located outside of North America or in any area excluded from coverage by the terms of insurance
without Lessor’s written consent. In addition, Lessee will exercise due care in the operation of
Lessee’s business and will not knowingly use or permit the Helicopter to be used or operated for
any purpose for which the Helicopter is not designed or reasonably suitable. Lessee agrees that
the Helicopter will be operated only on behalf of Lessee by duly licensed pilots.
	 
	B.	 	CHANGES: Lessee may paint the Helicopter and reupholster the interior of the
Helicopter (the “New Interior”), provided that Lessor approves in writing of the paint color
and such changes to the interior, which consent shall not be unreasonably withheld. Lessee
may re-register the Helicopter with the FAA as required.
	 
	C.	 	QUIET ENJOYMENT: Lessor covenants that so long as no default on the part of Lessee
has occurred and is continuing, Lessee shall quietly enjoy the Helicopter and all rents,
revenues, profits and income thereto, without interference by Lessor or any other person
claiming by or through Lessor.






	VI.	 	MAINTENANCE:






	 	A.	 	During the Term of this Lease, Lessee at Lessee’s expense:






	 	1.	 	Shall maintain and keep the Helicopter, its engines, components, appliances,
accessories, instruments and equipment in good order and repair in strict compliance
with FAA requirements (and without limitation of the foregoing), cause to be performed
on all parts of the Helicopter and its engines all mandatory Airworthiness Directive
(“AD’s”), Special Federal Aviation Regulations (“SFAR’s”) and all manufacturer’s
service bulletins the compliance date of which shall fall during the Term of this
Lease, and also in accordance with all manufacturer’s manuals or Lessee’s FAA approved
maintenance programs.
	 
	 	2.	 	Shall replace the Helicopter components, appliances, accessories, instruments
and equipment, any and all engines, parts, applicants, instruments, or accessories
which may become defective, lost, destroyed or otherwise rendered unfit for use during
the lease period in accordance with the terms and conditions of this Lease.
	 
	 	3.	 	Shall perform all overhauls, checks, inspections and maintenance service to all
parts of the helicopter and its engines required to keep them in the condition required
under this Lease.
	 
	 	4.	 	May make such modifications, changes or alterations to the Helicopter or its
engines as Lessee may determine and as Lessor shall first approve in writing. Lessor
shall respond within five days and will not unreasonably withhold such approval.
Lessor shall bear no liability for the cost of any such modification, change or
alteration to the Helicopter or its engines whether in the event of grounding or
suspension of certification or for any other cause. At the end of the Term of this
Lease, at Lessor’s




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	 	 	 	option, Lessee shall (i) at its cost remove any equipment or alterations that it
installed and return the Helicopter as was received, except that the New Interior will
be maintained in the Helicopter or (ii) sell such alterations or equipment (provided
that Lessor shall not be obligated to pay any amount for the New Interior) to Lessor at
Lessee’s cost less depreciation calculated monthly over an assumed five year depreciable
life. It is understood that Lessor may exercise the option referred to in the preceding
sentence with respect to one or more of the pieces of equipment or alterations installed
by Lessee.
	 
	 	5.	 	Shall be responsible for all required inspections of the Helicopter and its
engines and licensing or re-licensing the Helicopter in accordance with all applicable
FAA and other applicable governmental requirements. Lessee shall at all times cause the
Helicopter to have on board a current U.S. Certificate of Airworthiness issued by the
FAA.
	 
	 	6.	 	All inspections, maintenance, modifications, repairs and overhauls of the
Helicopter or its engines, components, appliances, accessories, instruments or
equipment shall be performed by personnel authorized to perform such services by the
FAA.
	 
	 	7.	 	Shall at all times have the Helicopter’s engines and transmission on a “Power
By the Hour” program, which is approved by Lessor. Lessee shall use its best efforts to
have the “Power By The Hour” agreement assigned at the end of the Term.
	 
	 	8.	 	Shall inspect and clean the Helicopter on a regular basis.






	VII.	 	RECORDS AND INSPECTION:






Lessor agrees to provide a copy of the Helicopter documents listed on Exhibit D at the
Delivery Date. Lessee shall maintain all log books and historical records in accordance
with industry standards and any applicable governmental regulations. Upon return of the
Helicopter to Lessor, Lessee shall deliver to Lessor all such historical records and
logs (maintained to a current date), together with any or all records pertaining to the
Helicopter, which may have accrued during the term of this Lease, all such logs and
records shall at all times remain the property of the Lessor, and any which shall be
acquired by Lessee during the time that it shall have possession of the Helicopter,
shall become the property of Lessor immediately upon receipt thereof by Lessee. At all
times during the term of this Lease, reasonably consistent with Lessee’s use of the
Helicopter hereunder, Lessee, upon request of Lessor, shall make the Helicopter and any
and all logs and records available to Lessor, or its designee for inspection.




	VIII.	 	DAMAGE BY ACCIDENT:






In the event the Helicopter is damaged by accident, Lessee shall immediately notify the
Lessor thereof. Unless otherwise directed by Lessor, Lessee shall immediately



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proceed to repair the damaged Helicopter so as to restore the Helicopter to a condition
equivalent to an FAA approved airworthy condition, unless it reasonably appears that the
damage to the Helicopter may constitute an actual or constructive total loss.




Lessee understands and agrees that Lessor’s Technical Representative will be furnished
by Lessor at Lessee’s expense to offer technical direction in the repair of the
Helicopter necessitated by reason of an accident. The amounts to be charged Lessee for
the Technical Representative’s services will be the cost of transportation to Lessee’s
base and return, plus reasonable subsistence cost. Subject to applicable FAA
regulations, Lessee shall have the final authority with respect to the placement or
repair of critical parts or components which may affect the airworthiness of the
Helicopter, whether damaged by accident or not.




All repairs shall be at Lessee’s own cost and expense; provided, however, that Lessor
shall promptly reimburse Lessee, or the maintenance provider, to the extent of insurance
proceeds received by Lessor.




	IX.	 	TOTAL LOSS:






Lessee shall bear the entire risk of loss, theft, confiscation, damage to or destruction
of the Helicopter from any cause whatsoever, and shall promptly notify Lessor thereof.
Except as otherwise provided below, this Lease shall not terminate and the obligations
of Lessee shall not be affected by reason of damage to or loss of the Helicopter.




In the event that a total loss of the Helicopter is sustained, Lessee shall be obligated
to pay to Lessor the sum of [REDACTED]*. Upon receipt of such proceeds by Lessor, this
Lease shall terminate automatically and all of Lessee’s responsibilities, including
Lessee’s responsibility to pay rent shall terminate; provided, however, that this Lease
shall continue as to indemnities, and all payments and proceeds of insurance or either
of them, payable to Lessor by Lessee under the terms of this Lease shall be paid to
Lessor.




	X.	 	GOVERNING LAWS AND JURISDICTION:






THIS LEASE AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. LESSEE HEREBY CONSENTS TO THE JURISDICTION OF ANY FEDERAL OR
STATE COURT LOCATED IN THE STATE OF NEW YORK IN ANY SUIT, ACTION, OR PROCEEDING ARISING
HEREUNDER AND WAIVES ANY OBJECTION TO THE VENUE IN SUCH COURT.



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	XI.	 	ASSIGNMENT:






This Lease shall not be assigned by Lessee nor shall the Helicopter be subleased without
the prior written consent of Lessor, and the Helicopter shall at all times be kept in
the possession of Lessee and operated by its personnel in accordance with all governing
laws and appropriate FAA regulations, as provided elsewhere herein. Any changes in
control of Lessee shall constitute an assignment hereunder.




	XII.	 	WARRANTY:






LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HELICOPTER EXCEPT
AS SPECIFICALLY PROVIDED IN THIS LEASE AND SAID HELICOPTER IS LEASED IN ITS “AS IS”
CONDITION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SPECIFICALLY
ACKNOWLEDGES AND REPRESENTS THAT IT HAS, OR SHALL HAVE, FULL OPPORTUNITY TO INSPECT THE
HELICOPTER WHEN DELIVERED UNDER THIS LEASE BY PERSONS WHO IT CONSIDERS COMPETENT TO DO
SO, AND UPON LESSEE’S WRITTEN ACCEPTANCE OF THE HELICOPTER IN THE FORM ATTACHED HERETO
AS EXHIBIT C. THEN LESSEE SHALL BE DEEMED TO HAVE ACCEPTED THE HELICOPTER IN ITS
PRESENT CONDITION AND WARRANTS AND REPRESENTS TO LESSOR THAT SUCH CONDITION IS SUCH AS
WILL ALLOW THE USE OF THE HELICOPTER FOR THE PURPOSES INTENDED BY LESSEE.




	XIII.	 	DELIVERY AND RETURN OF THE HELICOPTER:






	 	A.	 	Delivery: On the Delivery Date, Lessee shall execute the
Lease Delivery Affidavit (Exhibit C-1 and C-2), and by such execution Lessee shall
confirm that the Helicopter has been delivered to it fully assembled and in good
working order and condition and in accordance with the terms of this Lease. Lessee
confirms that the Helicopter is of the size, design, capacity, configuration and
manufacture selected by it and irrevocably accepts said Helicopter as-is-where-is
for all the above.
	 
	 	 	 	Immediately prior to the Delivery, a functional test flight of not more than one
hour shall be accomplished in accordance with Lessor’s procedures and at Lessor’s
expense to demonstrate the airworthiness of the Helicopter and proper functioning of
the Helicopter’s systems and components. At all times during the functional test
flight, Lessor’s flight crew shall be in command of the Helicopter. Lessee shall be
entitled to have a qualified pilot and not more than two technical representatives,
compensated by Lessee, on the flight.




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	 	B.	 	Return:






A. Upon termination of Lessee’s right to possession of the Helicopter, Lessee shall
return the Helicopter to Lessor and Lessor shall accept it, in accordance with the
following provisions.




(i) The Helicopter will be returned at Lessee’s expense to Lessor at Allaire
Airport, Belmar, New Jersey (“BLM”).




(ii) The Helicopter shall have a currently valid U.S. Certificate of Airworthiness,
and all mandatory AD and other bulletins shall have been complied with in accordance
with the Lessee’s FAA approved maintenance program.




(iii) The Helicopter shall have been maintained by Lessee in accordance with the
provisions of this Lease, and the Helicopter shall be cleaned to industry standards,
suitable for flying operations in accordance with FAA requirements.




(iv) Except as may otherwise be agreed by the parties in writing, the Helicopter
shall be in the same condition as when delivered to Lessee, except for reasonable
and ordinary wear and tear, use and depreciation, and shall be equipped with the
same or similar engines, components, appliances, accessories, instruments and
equipment as when delivered to Lessee. Lessee shall have no obligation as to time
remaining on time-limited components or to make any adjustment in that regard except
as specifically provided in this Lease for the time flown on the engines and other
major components identified in Exhibit B hereto.




(v) All special company markings of Lessee on the Helicopter shall have been removed
and any and all visible corrosion shall have been repaired or removed and the
Helicopter shall be painted white.




(vi) All logs, records, manuals, and historical documents pertaining thereto, in a
current condition and as required by this Lease, shall be delivered to Lessor.




(vii) No later than the date provided for the return of the Helicopter, Lessee will
make the Helicopter available to Lessor at a mutually acceptable location for the
purpose of permitting Lessor to make an inspection. Prior to Lessor’s acceptance,
Lessee will, at its expense, correct any condition making the Helicopter unairworthy
or otherwise not in the condition, as determined by a an unbiased third party,
required for return hereunder, and shall demonstrate the proper correction there of
to Lessor’s satisfaction.




(viii) This Lease and Lessee’s obligation to pay Fixed Rent to Lessor shall
terminate upon Lessee’s return of the Helicopter in the condition required by this
Lease. In the event that an unbiased third party determines that the Helicopter was
not returned in the condition required by this Lease, Lessee shall continue to



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pay Fixed Rent until such time as the Helicopter is in compliance with the condition
required by this Lease.




	XIV.	 	MISCELLANEOUS:






(i) Lessee shall not permit any lien, claim or charge inconsistent with Lessor’s ownership
of the Helicopter to accrue or be placed against the Helicopter. Lessee at all times will
give Lessor full and immediate notice of any accident or happening to or about any such
Helicopter involving damage to it, or the property, and cooperate with all reasonable
requirements of Lessor to protect Lessor’s rights and property and Lessee will furnish all
information required by policies of insurance issued in connection with such Helicopter of
which it may have knowledge.




(ii) Each party hereto represents and warrants to the other that it has not dealt with any
broker in the negotiation of the Lease and does hereby agree to indemnify and hold the other
harmless of and from any claim of or liability to any broker, and all expenses related
thereto (including attorney’s fees and disbursements), by reason of breach of the foregoing
representation.




(iii) Any notice, the giving of which is required or permitted to this Lease, shall be in
writing and sent (i) by overnight mail, or (ii) by hand, to the parties’ respective
addresses hereinabove set forth (notices to Lessor to be sent to the attention of Jack
Cayre), or at such other address as either such party shall have provided the other by
written notice similarly given. Any notice shall be deemed given on the date it is
delivered. Notices signed by the counsel of a party shall be binding upon such party
without the signature of that party.




(iv) This Lease shall inure the benefit of the parties’ respective permitted successors
and assigns and may not be modified except by a writing signed by the party to be charged.




(v) The parties hereto do waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other of any matters whatsoever arising
out of in any way connected with the Lease.




(vi) All currency amounts in this Lease are in United States (US) Dollars.




(vii) Each month during the Term Lessee will provide Lessor with the hours flown and
maintenance performed during the prior calendar month.




(vii) Lessor shall have the right to inspect the Helicopter at all reasonable times, which
do not interrupt Lessee’s use of the equipment. The inspections shall be performed at
Lessee’s facility.



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	XV.	 	DEFAULT:






Except as specified below, in the event Lessor reasonably deems any undertaking of Lessee
herein to be in default, Lessor shall notify Lessee in writing of such default and it shall
be corrected by Lessee within ten (10) days from the receipt of such notice. If not
corrected to the reasonable satisfaction of Lessor within such time, Lessor may declare the
Lease terminated and may take possession of the Helicopter immediately. Taking possession
shall not relieve Lessee from any undertaking of Lessee, including the obligation to pay
Fixed Rent for the entire unexpired term of the Lease (subject to deduction for Lessor’s
re-letting of the Helicopter, if any, it being understood that Lessor shall have no
obligation to re-let the Helicopter), and the Lessee shall be obligated to pay and reimburse
to Lessor the reasonable expense of taking possession, crating, packing and shipping such
property to Lessor’s designated location. Rents and any other obligations of Lessee
hereunder not paid within ten (10) days of due date shall bear a late charge equal to four
percent (4%) to reimburse Lessor for its additional administrative costs.




Upon failure to pay any installment of Fixed Rent or charge when due Lessor shall at
Lessor’s option terminate the Lease, provided that Lessor shall give Lessee ten (10) days to
correct default by payment of such installment. Failure to continuously maintain insurance
or maintain the Helicopter as required by this Lease shall be an immediate default for which
Lessor may terminate this Lease and may purchase insurance as required, at Lessee’s expense.




	XVI.	 	TRUTH IN LEASING:






LESSEE AND LESSOR EACH ACKNOWLEDGE THAT DURING THE TERM OF THIS LEASE, LESSEE, AND NOT
LESSOR, IS RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE HELICOPTER AND FOR COMPLIANCE WITH
ALL FEDERAL AVIATION REGULATIONS APPLICABLE TO ITS OPERATION.




THE HELICOPTER WILL BE OPERATED, MAINTAINED AND INSPECTED UNDER FEDERAL AVIATION REGULATION
PART 91 OR 135, AND ANY OTHER APPLICABLE REGULATIONS OF THE FEDERAL AVIATION ADMINISTRATION.




AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL
AVIATION DISTRICT OFFICE OR AIR CARRIER DISTRICT OFFICE.



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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set forth above.




	 	 	 	 	 	 	 	 	 
	Lessee:

	 	 U.S. HELICOPTER CORPORATION
	 	 	 	Lessor: [REDACTED]*	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ George J. Mehm, Jr.	 	 	 	/s/ [REDACTED]*	 	 
	 

	 	 

Name: George J. Mehm, Jr.
	 	 	 	 

[REDACTED]*
	 	 
	 

	 	Title: Senior Vice President, Chief	 	 	 	 	 	 
	 

	 	          Officer and Treasurer	 	 	 	 	 	 






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Exhibit A




Model: Sikorsky S-76, Serial No. 760312, Registration No. N14CS



Helicopter is to be leased to U.S. Helicopter Corporation with the following optional equipment:




     Installed Equipment:



Will be supplied post closing.




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Exhibit B



“Exhibit B.” will be a listing of all cycle and or time limited components installed on the
helicopter upon lease delivery.



Will be supplied post closing




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Exhibit C-1




LEASE DELIVERY AFFIDAVIT



Delivery of leased helicopter, Model ___Serial No. ___Registration No.
N___to:



by ___is hereby acknowledged. The Helicopter is hereby
accepted as conforming to the requirements of the Lease Agreement dated

___, 2005




Accepted by: ______________________________




Title: ____________________________________




Start Date: ____________ Lease Expiration Date: ____________________________________




A/C Total Hours: _______ A/C Total End Hours: ____________________________________




Contact: ________________ Operator: ______________________________________________




Phone Number: ____________




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Exhibit C-2




Serial No. ________ Registration No. N_______________




	 	 	 	 	 	 	 	 	 
	Start Date:

	 	 	 	 	 	Lease Expiration Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	A/C Total Hours:

	 	 	 	 	 	Location of A/C:	 	 
	 

	 	 
	 	 	 	 	 	 
	Time Sentry Hours:

	 	 	 	 	 	A/C Total Hours:	 	 
	 

	 	 
	 	 	 	 	 	 
	Eng. #1 Serial No.:

	 	 	 	 	 	Time Sentry Hours:	 	 
	 

	 	 
	 	 	 	 	 	 
	Eng. # 1 Start Hours:

	 	 	 	 	 	Eng. #1 Start Hours:	 	 
	 

	 	 
	 	 	 	 	 	 
	Eng. #2 Serial No.:

	 	 	 	 	 	Eng. #2 End. Hours:	 	 
	 

	 	 
	 	 	 	 	 	 
	Eng. #2 Start Hours:

	 	 	 	 	 	Eng. #1 Cycles:	 	 
	 

	 	 
	 	 	 	 	 	 
	Eng. #1 Cycles:

	 	 	 	 	 	Eng #2 Cycles:	 	 
	 

	 	 
	 	 	 	 	 	 
	Eng. #2 Cycles:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Eng. #2 Cycles:

	 	 	 	 	 	Total Landings:	 	 
	 

	 	 	 	 	 	 	 	 
	Total Landings:
	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 	 	 
	 
	Contact:

	 	 	 	 	 	Operator:	 	 
	 

	 	 
	 	 	 	 	 	 
	Phone No.:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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Exhibit D




Helicopter Documents





	A.	 	CERTIFICATES






	 	•	 	FAA Certificate of Airworthiness






	B.	 	HELICOPTER STATUS RECORDS






	 	•	 	Log Books, Maintenance and Flight Logs
	 
	 	•	 	Helicopter Maintenance Status Report due lists
	 
	 	•	 	Manufacturer’s Service Bulletin Status Report
	 
	 	•	 	Airworthiness Directive Compliance Report
	 
	 	•	 	Last Weighing Report
	 
	 	•	 	List of Life Limited Components with remaining hours/cycles






	C.	 	HELICOPTER MAINTENANCE RECORDS






	 	•	 	Complete access to the HELOTRAC account
	 
	 	•	 	All electronic maintenance manuals included in the HELOTRAC subscription






	D.	 	HELICOPTER HISTORY RECORDS






	 	•	 	Helicopter Maintenance History Cards and related documents, including service tags,
work orders, etc.
	 
	 	•	 	Accident or Incident Report (Major Structural Repair) (Including FAA Forms 337 as
applicable
	 
	 	•	 	Component record cards.






	E.	 	ENGINE RECORDS






	 	•	 	Engine time and cycle records
	 
	 	•	 	Last Overhaul and repair documents (including FAA Forms 337 as applicable)
	 
	 	•	 	Airworthiness Directive Compliance Report
	 
	 	•	 	Engineering Order/Service Bulletin Status Report
	 
	 	•	 	List of time Controlled Components with remaining hours and cycles
	 
	 	•	 	Engine Disc sheets
	 
	 	•	 	Engine Build Specifications (most recent)






	F.	 	COMPONENT RECORDS






	 	•	 	Time Controlled Component Historical Records with Installation and Serviceability
Tags.






	G.	 	MANUALS






	 	•	 	Helicopter Flight Manual (Manufacturer Approved, FAA Approved)
	 
	 	•	 	Weight and Balance Manual
	 
	 	•	 	Wiring Diagram Manual
	 
	 	•	 	Illustrated Parts Catalog
	 
	 	•	 	Aircraft Maintenance Manual




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	 	•	 	Manufacturer’s Engine Maintenance Manual
	 
	 	•	 	Manufacturer’s Overhaul Manual
	 
	 	•	 	Composite repair manual
	 
	 	•	 	Corrosion repair manual
	 
	 	•	 	Structural repair manual






	H.	 	MISCELLANEOUS TECHNICAL DOCUMENTS






	 	•	 	Interior Configuration Drawings
	 
	 	•	 	Original Delivery Documents
	 
	 	•	 	Loose Equipment Inventory
	 
	 	•	 	Minimum Equipment List






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