EX-10.45



 Exhibit 10.45 
 AMENDMENT NO. 1 TO THE TIME SHARING AGREEMENT 
 This Amendment No. 1
(including the Schedules A and B attached hereto, collectively hereinafter “Amendment No. 1”), dated as of February 21, 2013, to the Time Sharing Agreement will amend that certain Time Sharing Agreement (including any Schedules
attached thereto, collectively hereinafter “Time Sharing Agreement”), dated as of May 27, 2010, by and between National Express Company, Inc. (“NEC”) and Kenneth I. Chenault (“User”). 

W I T N E S S E T H: 
 WHEREAS, pursuant to Section 1 of the Time Sharing Agreement, NEC and User desire to amend the Time Sharing Agreement, as provided herein, to reflect the addition of one (1) 2012 Gulfstream
Aerospace GV-SP (G550) aircraft, bearing manufacturer’s serial number 5390 and Federal Aviation Administration Registration Number N552X, to the list of Aircraft on Schedule A. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree that, from and as of the date hereof, the Time Sharing Agreement shall be, and hereby is, amended as set forth below. 
  

	 	1.	NEC and User hereby expressly agree that the Schedule A attached hereto amends and replaces the Schedule A attached to the Time Sharing Agreement.


  

	 	2.	All notices and other communications given pursuant to Section 12 of the Time Sharing Agreement under this Amendment No. 1 and/or the Time Sharing Agreement
shall be addressed to the parties as provided on the signature page of this Amendment No. 1. 

  

	 	3.	All capitalized terms not defined herein shall have the meanings ascribed to them in the Time Sharing Agreement. 


 

	 	4.	Except as expressly amended by this Amendment No. 1, the Time Sharing Agreement remains in full force and effect, and this Amendment No. 1 shall not be
construed to alter or amend any of the other terms or conditions set forth in the Time Sharing Agreement. In the event of a conflict between the terms of the Time Sharing Agreement and this Amendment No. 1, the provisions of this Amendment
No. 1 shall prevail. 

  

	 	5.	This Amendment No. 1 may be executed in counterparts, each of which will be deemed to be an original, but both of which together shall constitute one and the same
instrument. 

  

	 	6.	TRUTH-IN-LEASING STATEMENT PURSUANT TO SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS. 


THE AIRCRAFT LISTED ON SCHEDULE A ATTACHED HERETO HAVE BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12-MONTH
PERIOD PRECEDING THE DATE OF THIS AGREEMENT OR, IF THE AIRCRAFT ARE LESS THAN 12 MONTHS OLD, SINCE NEW. NATIONAL 







 
EXPRESS COMPANY, INC., 1 EXPRESS DR., NEWBURGH, NY 12550, CERTIFIES THAT ALL OF THE AIRCRAFT LISTED ON SCHEDULE A ATTACHED HERETO ARE COMPLIANT WITH APPLICABLE MAINTENANCE AND INSPECTION
REQUIREMENTS OF FAR PART 91 FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT. ALL OF THE AIRCRAFT LISTED ON SCHEDULE A ATTACHED HERETO WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

 DURING THE DURATION OF THIS AGREEMENT, NATIONAL EXPRESS COMPANY, INC., 1 EXPRESS DR., NEWBURGH, NY 12550, IS
CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF ALL OF THE AIRCRAFT UNDER THIS AGREEMENT. 
 AN EXPLANATION OF
FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. 
 THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH-IN-LEASING REQUIREMENTS” ATTACHED HERETO IN SCHEDULE B ARE INCORPORATED HEREIN BY REFERENCE. 

THE UNDERSIGNED, AS A DULY AUTHORIZED OFFICER OF NATIONAL EXPRESS COMPANY, INC., 1 EXPRESS DR., NEWBURGH, NY 12550,
CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF ALL OF THE AIRCRAFT LISTED ON SCHEDULE A ATTACHED HERETO AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. 

[SIGNATURES ON THE FOLLOWING PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed on the day and year first above written. The persons signing below warrant their authority to sign. 
  

									
	NATIONAL EXPRESS COMPANY, INC.	 		 	KENNETH I. CHENAULT
				
	By:	 	/s/ Jeffrey W. Lee	 		 	/s/ Kenneth I. Chenault
	Name:	 	Jeffrey W. Lee	 		 		 	
	Title:	 	Vice President	 		 		 	

  

									
		 		 	
	Address:	 	 National Express Company, Inc.

Attn: VP of Flight Operations
 1 Express
Dr.
 Newburgh, NY 12550
 Phone:
845-567-[redacted]
 Facsimile: 845-567-[redacted]
 Email: [redacted]@aexp.com
	 		 	Address:	 	 Kenneth I. Chenault
 c/o
American Express Company
 200 Vesey St., [redacted]
 New York, NY 10285
 Phone: 212-640-[redacted]

Facsimile: 212-640-[redacted]
 Email:
[redacted]@aexp.com


  
 A legible copy of this Amendment
No. 1 shall be kept in the Aircraft for all operations conducted hereunder. 

  
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 SCHEDULE A 
 One (1) Gulfstream Aerospace G-V aircraft bearing Federal Aviation Administration Registration Number [redacted] and Manufacturer’s Serial Number [redacted]; 

One (1) Gulfstream Aerospace GIV-X (G450) aircraft bearing Federal Aviation Administration Registration Number [redacted] and Manufacturer’s
Serial Number [redacted]; 
 One (1) Gulfstream Aerospace G-IV aircraft bearing Federal Aviation Administration Registration Number
[redacted] and Manufacturer’s Serial Number [redacted]; 
 One (1) Sikorsky S-76C aircraft bearing Federal Aviation Administration
Registration Number [redacted] and Manufacturer’s Serial Number [redacted]; and 
 One (1) Gulfstream Aerospace GV-SP (G550) aircraft
bearing Federal Aviation Administration Registration Number [redacted] and Manufacturer’s Serial Number [redacted]. 

  
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 SCHEDULE B 
 INSTRUCTIONS FOR COMPLIANCE 
 WITH “TRUTH-IN-LEASING”
REQUIREMENTS 
  

	 	1.	Mail a copy of the lease to the following address via certified mail, return receipt requested, immediately upon execution of the lease (14 C.F.R. 91.23 requires that
the copy be sent within twenty-four hours after it is signed): 

 Federal Aviation Administration 

Aircraft Registration Branch 
 ATTN: Technical Section 
 P.O. Box 25724 

Oklahoma City, Oklahoma 73125 
  

	 	2.	Telephone or fax the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under this lease. 


 

	 	3.	Carry a copy of the lease in the aircraft at all times. 


  
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