Term Cost PlanTM Agreement




 Exhibit 10.27 
  


			
	AMENDED AND RESTATED TERM COST PLANTM TCP® Agreement # 03-1907	  	July 19, 2006

  


			
	 BETWEEN
	  	-AND-
	 PRATT & WHITNEY CANADA CORP.
	  	GREAT LAKES AVIATION, LTD.
	 1000 Marie Victorin
	  	1022 Airport Parkway
	 Longueuil, Quebec
	  	Cheyenne, Wyoming
	 Canada J4G 1A1
	  	USA 82001
		
	 (hereinafter called “P&WC”)
	  	(hereinafter called “Customer”)

 WHEREAS 
  

	A.	Customer currently operates a fleet of 25 Beechcraft 1900D Airliner aircraft (“Aircraft”), which Aircraft utilize Pratt & Whitney Canada Corp. PT6A-67D engines.


  

	B.	P&WC has agreed to supply Customer with certain engine maintenance services under a Fleet Management ProgramTM called a Term Cost PlanTM (TCP®), subject to the terms and conditions attached hereto; 

  

	C.	Unless otherwise defined, all capitalized terms hereunder shall have the meaning ascribed to such terms at Article 1.0 hereof. 

 THE PARTIES HEREBY AGREE as follows: 
  

	1.	For the duration of this Agreement, P&WC shall supply to Customer the Engine Maintenance Services listed below at the TCP® Hourly Rate indicated below. 

  

							
	ENGINE MAINTENANCE SERVICES COVERED UNDER THIS AGREEMENT
				
	 •     Engine Overhauls
	  	Yes	    	 •     HSI Component Refurbishment
	  	 Yes

				
	 •     Basic Unplanned Engine Removals (BUER)
	  	Yes	    	 •     LCF Component Replacement
	  	 Yes

				
	 •     ADAS+ Maintenance
	  	Yes	    	 •     Rental Support
	  	 No

				
	 •     ECTM® Analysis
	  	Yes	    		  	

  

	2.	Customer agrees to comply with all of the terms and conditions attached hereto, which form an integral part of this TCP®. 

  

	3.	Customer agrees to pay the TCP® Hourly Rate indicated below and to comply with all of the terms and conditions attached hereto, which form an integral part hereof. 

  

	4.	Agreement start date: April 1st
2004 

 Agreement end date: June 30th 2011

  

	5.	Customer’s Hourly Rate shall be XXXXXXX1
per Engine Flight Hour as of July 1, 2005. 

  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
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	AMENDED AND RESTATED TERM COST PLANTM TCP® Agreement # 03-1907	  	July 19, 2006

  

  

	6.	Customer acknowledges having read and understood the scope and all of the terms and conditions of this Agreement, including but not limited to Annexes A through K.


  

	7.	Each of P&WC, Customer and RACC acknowledge and agree that this Agreement shall only remain effective for the duration of an agreement between P&WC and RACC whereby RACC
shall guarantee the performance of all of the Customer’s financial obligations under this Agreement for an amount agreed upon between P&WC and RACC (the “RACC Backstop Agreement”). 

 SIGNED in duplicate by the duly authorized representative of each party. 
  

									
	PRATT & WHITNEY CANADA CORP.	 		 	GREAT LAKES AVIATION, LTD.
			
	  
	 		 	  

	Name:	 	Benoit Brossoit	 		 	Name:	 	Michael O. Matthews
	Title:	 	V.P. Service Centres	 		 	Title:	 	Chief Financial Officer
	Date:	 		 		 	Date:	 	Date:

 INTERVENTION 
 The undersigned, Raytheon Aircraft Credit Corporation, through its duly authorized representative, hereby acknowledges having read the present TERM COST PLANTM TCP® Agreement # 03-1907 and agrees with the terms and conditions contained therein, insofar as they may apply to Raytheon
Aircraft Credit Corporation. 
  

			
	RAYTHEON AIRCRAFT CREDIT CORPORATION
	
	  

	 Name:
	 	Andrew A. Mathews
	 Title:
	 	President
	 Date:
	 	

  


			
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 TERM COST PLANTM 
 AGREEMENT 
 Scope, Terms, Conditions 
  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 TABLE OF CONTENTS 
  

					
	 1.0
	    	Definition	  	1
	 2.0
	    	Scope of Services and Engine Eligibility	  	4
	 3.0
	    	Exclusions	  	5
	 4.0
	    	Conditions of Sale	  	7
	 5.0
	    	Delivery	  	7
	 6.0
	    	Component Replacement	  	7
	 7.0
	    	Payment/ TCP® Hourly Rate Adjustment	  	8
	 8.0
	    	Taxes/Duties/Other Charges	  	9
	 9.0
	    	Hourly Rate Adjustment	  	10
	 10.0
	    	Parties’ Responsibilities	  	11
	 11.0
	    	DAC Services	  	13
	 12.0
	    	Delay	  	16
	 13.0
	    	Warranty & Limitation of Liability	  	16
	 14.0
	    	Non-Disclosure	  	17
	 15.0
	    	Termination	  	17
	 16.0
	    	Export Controls	  	19
	 17.0
	    	General Terms	  	20
		
	 Annex A - Engine List
	  	22
	 Annex B - LCF, HSI and Fuel Nozzle Kit Components
	  	24
	 Annex C - Scope of Services
	  	25
	 Annex D – On-Site Engine
	  	30
	 Annex E - Maintenance Tasks, Intervals and Operational Guidelines
	  	32
	 Annex F - Mission Profile and Operating Environment
	  	35
	 Annex G - Monthly Report Form
	  	36
	 Annex H - Wire Transfer Instructions
	  	37
	 Annex I – DAC Services
	  	39
	 Annex J- Warranty
	  	40
	 Annex K - ADAS+
	  	42

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	1.0	DEFINITION 

 In this Agreement 
  

	 	1.1	“Accessory” means the specific LRU installed on the Engine as specified in the Engine build specification; 

  

	 	1.2	“AD” means airworthiness directives; 

  

	 	1.3	“ADAS” means Automatic Data Acquisition System; 

  

	 	1.4	“Agreement” means this agreement, including all applicable annexes; 

  

	 	1.5	“BUER” means basic unplanned engine removal; the premature removal of the Engine or Engine Module or Accessory due to an Engine, Component or Accessory induced
malfunction. Removal for normal hot section deterioration, which is detectable through engine condition monitoring performed in accordance with the applicable aircraft and/or Engine maintenance manual, is not considered to be a BUER. Likewise,
removal of an Engine, Component or Accessory due to a problem which could have been rectified using troubleshooting and/or corrective line maintenance actions as specified in the applicable aircraft and/or Engine maintenance manual, is not
considered to be a BUER; 

  

	 	1.6	“Commercial Support Program” means the commercial assistance for the substitution, modification, or replacement of Component(s) for reasons of flight safety,
critical engine performance and/or reliability, and AD’s concurred with by P&WC; 

  

	 	1.7	“Component” means a genuine P&WC part, necessary for the operation of the Engine, and normally supplied by P&WC as part of the Engine build specification
unless otherwise specified within this Agreement; 

  

	 	1.8	“Consumable” means a Component which, by design, can only be used once and is replaced irrespective of apparent condition during the course of inspection, removal,
maintenance, Repair or Overhaul; 

  

	 	1.9	“Customer Hold” means an Engine put on hold by Customer, irrespective of the stage of Engine Maintenance Services completed or to be completed. Reasons for Customer
Holds may include but are not limited to events in which P&WC is awaiting; i) a purchase order from Customer; ii) confirmation of workscope by Customer; iii) a cost estimate approval from Customer; iv)
information/data from Customer required to proceed with the Engine Maintenance Services; or v) the resolution of payment issues; 

  

	 	1.10	“Customer Profile” means Customer’s mission profile, fleet, operating and maintenance practices set forth herein; 

  

	 	1.11	“Designated Facility” means the facility designated to Customer by the FMP® PM, where Services covered by this Agreement shall be performed; 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	1.12	“Designated Analysis Center (DAC)” means the P&WC approved ECTM® supplier, which will be, for the purposes of this Agreement, Altair Avionics Corporation; 

  

	 	1.13	“ECTM®” means the P&WC engine condition trend monitoring program further described in paragraph 11.1 of this Agreement; 

  

	 	1.14	“Engine” means the P&WC turbine engines covered under this Agreement as specified in Annex A. The Engine is divided in 3 Modules - gas generator Module, power
section Module and the HSI Module; 

  

	 	1.15	“Engine Cycle” means any Engine operational sequence involving an Engine start, aircraft take-off, flight and landing, culminating in an Engine shutdown. For the
purpose of cycle calculation, refer to the definitions applicable to cycle calculation contained in the applicable service bulletin (SB14002) or in the airworthiness section of the applicable Engine maintenance manual; 

  

	 	1.16	“Engine Flying Hour “ means any 60-minute period of operation of an Engine on an aircraft in flight, irrespective of Engine Cycles during such period;


  

	 	1.17	“Engine Maintenance Interval Escalation Program” means a monitoring program undertaken by P&WC and Customer to extend the maintenance interval of an Engine,
Module or Component as specified in service bulletin SB14003, as may be amended from time to time; 

  

	 	1.18	“Engine Maintenance Services” means the Services that are covered on the face page of this Agreement; 

  

	 	1.19	“Engine Module or Module” means a power section, a gas generator section, or a HSI Module; 

  

	 	1.20	“Engine Flight Hours (EFH)” means the number of Flight hours accumulated by an Engine as indicated in the Engine logbook in accordance with the applicable
regulatory agency requirements; 

  

	 	1.21	“Field Level Maintenance” means routine check inspection and malfunction rectification performed at base stations during transit, turnaround or night stop;


  

	 	1.22	“FAA” means the United States Federal Aviation Administration; 

  

	 	1.23	“Fleet” means the aircraft owned and/or lawfully leased or operated by Customer powered with Engines covered under this Agreement; 

  

	 	1.24	“Flight” means a completed takeoff and landing of an aircraft; 

  

	 	1.25	“FMP®” means Fleet Management PlanTM, the budgeted maintenance agreement between
Customer and P&WC pursuant to which P&WC supplies the Engine Maintenance Services specified in this Agreement and for which Services Customer pays P&WC an amount based on Customer’s Hourly Rate and Engine usage, as further described
herein; 

  

	 	1.26	“FMP® PM” means FMP® Program Manager; designated by
P&WC; 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	1.27	“FOD” means foreign object damage; damage to any portion of the aircraft Engine caused by impact or ingestion of birds, stones, hail or other debris that is not
part of the Engine; 

  

	 	1.28	“Fuel Nozzle Kit” means the Components listed in Annex B, which can be removed from the gas generator; 

  

	 	1.29	“GLA Spares” means spare engines provided by GLA; 

  

	 	1.30	“Goods” means a P&WC Engine or, in relation thereto, any piece part, Component, Accessory, Module, furnishing or other equipment of any kind which is installed
in or attached to it; 

  

	 	1.31	“Hourly Rate” means the dollar value per Engine Flight Hour to be paid for the Engine Maintenance Services covered under this Agreement; 


 

	 	1.32	“HSI” means hot section inspection, the removal and inspection of Engine combustion and turbine section Components, the repair or replacement of deteriorated
Components, in compliance with the applicable Engine maintenance manual; 

  

	 	1.33	“HSI Components” means the Components described in Annex B, which can be removed from the gas generator section part of the Engine and sent to a Designated Facility
for refurbishment prior to being returned for re-installment on the Engine; 

  

	 	1.34	“LCF Component(s)” means low cycle fatigue Component(s), Components whose service lives are limited to a specific number of cycles, as specified in the P&WC
service bulletin SB14002; 

  

	 	1.35	“LRU” means line replaceable unit, a Component which may normally be removed and replaced with the Engine installed in the aircraft and as part of normal line
maintenance activities; 

  

	 	1.36	“Material Adverse Change” means the occurrence of, or the failure to occur of, any event or series of events which either singly or in the aggregate would have a
material adverse effect upon the general condition (financial or otherwise), the assets, property, business, or liabilities of the Customer or on the ability of the Customer to perform its obligations under this Agreement; 


 

	 	1.37	“NBUER” means non-basic unscheduled engine removal; an unscheduled engine removal caused by conditions or circumstances not directly related to the Engine, such as,
without limitation, FOD, lightning strike, as further defined in Annex C herein; 

  

	 	1.38	“OEM” means original equipment manufacturer; 

  

	 	1.39	“Overhaul” means the Engine or Engine Module disassembly, inspection of all Components, the Repair or replacement of defective parts or LCF Component(s), NDT,
re-assembly and testing of the Engine Module, all in accordance with the applicable P&WC Overhaul manuals. Once this process is completed, the Engine or Engine Module is considered to be “zero time”; 

  

	 	1.40	“Parties” means P&WC and Customer; 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	1.41	“P&WC Spares” has the meaning provided in Annex D hereof; 

  

	 	1.42	“P&WCL” means Pratt & Whitney Canada Leasing, Limited Partnership; 

  

	 	1.43	“PMA” means Parts Manufacturing Authorization; 

  

	 	1.44	“Power Charges” means the total charges payable by the Customer obtained by multiplying the Hourly Rate by the aggregate number of Engine Flight Hours used during
the period; 

  

	 	1.45	“RACC” means Raytheon Aircraft Credit Corporation; 

  

	 	1.46	“Repair” means the Services necessary to return an Engine or Component to a serviceable condition; 

  

	 	1.47	“Services” means work performed or authorized by P&WC (including supply and fitting of Goods), comprising, without limitation, reconditioning, Overhaul, Repair,
servicing, testing, and inspection work; 

  

	 	1.48	“Spare Engines” means GLA Spares; and 

  

	 	1.49	“Term Cost Plan” (TCP®) means the FMP® maintenance plan under which Customer pays, monthly for the duration of this Agreement, a predetermined Hourly Rate per Engine Flight Hour for the Services covered under this Agreement.


  

	2.0	SCOPE OF SERVICES AND ENGINE ELIGIBILITY 

  

	 	2.1	P&WC shall supply to Customer, for Engines enrolled under this Agreement, the Engine Maintenance Services indicated on the face page hereof and further described in Annex C
“Scope of Services” attached hereto. 

  

	 	2.2	Engines shall be eligible under this Agreement provided the following requirements are met: 

  

	 	2.2.1	All prior Overhauls and Repairs shall have been performed by a facility recognized by P&WC, in accordance with the OEM’s applicable manuals, instructions and
recommendations; P&WC hereby acknowledges that Atlantic Turbines Inc.’s facilities (located in Prince Edward Island) and Standard Aero Limited’s facilities (collectively the “Former Repair Facilities”) are acceptable for the
purposes of this paragraph; 

  

	 	2.2.2	Verification by P&WC that the Engines comply with the requirements established by the GLA Maintenance Program, it being understood, however, that any Engines covered by such
program shall only be eligible under this Agreement if they are covered by a maintenance program which will incorporate, as a minimum, the maintenance tasks and intervals stipulated in Annex E; 

  

	 	2.2.3	Receipt by P&WC of two (2) original TCP® agreements duly executed by Customer. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	2.3	The following Engines are not eligible under this Agreement: 

  

	 	2.3.1	Engines operated by military, paramilitary or other government agency without the prior knowledge and written approval of P&WC; 

  

	 	2.3.2	Except for the pool consisting of all GLA Engines (reference Annex A), Engines that have become part of any pool of engines, an arrangement by which a participant is entitled to
exchange, withdraw and/or use engines held by another participant; 

  

	 	2.3.3	Engines used in dedicated trainer aircraft. Engines installed on aircraft used in typical pilot recurrent training programs are eligible under this TCP®; 

  

	 	2.3.4	Agricultural engines or engines operated for agricultural purposes; and 

  

	 	2.3.5	Aircraft used in external load applications including, but not limited to, fire prevention, logging, construction, canyon or sea rescue, external load training and banner towing.


  

	3.0	EXCLUSIONS 

  

	 	3.1	In particular, and without limitation, all incremental costs incurred by P&WC that are directly attributable to any of the following exclusions below shall not be covered under
this Agreement: 

  

	 	3.1.1	Field level maintenance activities and inspections, including but not limited to consumables and labour, as specified in the Engine and/or aircraft maintenance manuals or in service
bulletins; 

  

	 	3.1.2	Repairs attributable to damage caused by an Engine mounted LRU or Accessory other than those supplied by P&WC as part of the Engine build specification;


  

	 	3.1.3	Cost of Repairs attributable to damages caused by workmanship performed by facilities other than P&WC or the Designated Facility. P&WC acknowledges that engine maintenance
services may have been performed on the Engines by the Former Repair Facilities prior to the inception of this Agreement. P&WC agrees that it will not claim from the Customer the costs of Repairs attributable to damages caused by workmanship
performed by the Former Repair Facilities. However, the Customer shall provide P&WC with all reasonable assistance required to allow P&WC to recover any such costs from the Former Repair Facilities. In addition, and for greater certainty,
the Customer acknowledges that under no circumstances shall the foregoing be interpreted or construed as an acceptance by P&WC to assume any liability, of any nature whatsoever, for damages that may be caused, directly or indirectly, to the
Customer or any third party as a result of engine maintenance services performed by the Former Repair Facilities on the Engines prior to this Agreement. 

  

	 	3.1.4	At Customer’s request, use of new Components when exchange Components are available or Repair of Components is feasible; 

  

	 	3.1.5	 Costs resulting from improper storage, usage, maintenance or operation of an Engine, Engine Module or Engine Component or Accessory, including improper 



  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 
usage of ECTM® (Proper usage and maintenance are described in the P&WC Engine maintenance manual, P&WC service bulletins, applicable aircraft flight manual and airworthiness regulations);

  

	 	3.1.6	Repairs attributable to damage caused by non-maintained or poorly maintained runways and landing areas; 

  

	 	3.1.7	Repair or Component replacement attributable to damage caused by corrosion, erosion or sulphidation, if P&WC’s recommendations in relation thereto are not complied with;


  

	 	3.1.8	Cost of Repair or cost of Component replacement directly attributable to the use of Components not originating from P&WC or from a P&WC authorized vendor, or the use of
Repairs or repair schemes not approved by P&WC, including but not limited to the use of FAA-PMA parts; 

  

	 	3.1.9	Any incremental costs related to Customer’s failure to comply with P&WC’s Commercial Support Programs within the deadlines specified in the relevant P&WC service
bulletin or service information letter unless such delays are caused by part shortages; 

  

	 	3.1.10	Any and all costs related to or arising from Engine or Engine Module removals and installations, unless an Engine or Engine Module must be removed due to a P&WC commercially
supported campaign, directive or program (including first run warranty) that provides support for removal and installation, transportation and/or shipping; 

  

	 	3.1.11	Unless otherwise specified herein, freight costs for Engine or Engine Module, unless an Engine or Engine Module must be transported to a shop due to a P&WC Commercial Support
Program (including first run warranty) that provides freight support; 

  

	 	3.1.12	Costs of rental engine support, unless otherwise provided in this Agreement; 

  

	 	3.1.13	Tooling fees, hangar fees or any such related airport fees, taxes or duties or any other similar fees, levies or charges; 

  

	 	3.1.14	FOD, external damage to the Engine, Engine Module or Engine Component, collisions or rotor strikes, immersion in water, dropped Engine, Engine Module or Engine Component, rotor
electrical leads shorting, accident, fire, flood, lightning strike, theft, explosion, riot, war, rebellion, seizure or any other belligerent acts; 

  

	 	3.1.15	Alteration, modification or tampering of any Engine, Engine Module or Engine Component after delivery by P&WC, which is either illegal or not specifically authorized by
P&WC; 

  

	 	3.1.16	Use of Engine Components, Engine Modules or Engines from which P&WC’s name, part number, identification mark or serial number has been removed or defaced;


  

	 	3.1.17	Use of stolen Engine Components, Engine Modules or Engines including without limitation, any Repair or Overhaul of such stolen Engine Components, Engine Modules or Engines and/or
any resultant damage caused thereby; 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	3.1.18	Use of Engine Components, Engine Modules or Engines which have been involved in an accident where the subject Engine Components, Engine Modules or Engines failure is attributable to
that accident; 

  

	 	3.1.19	Use of military Engine Components or Engine Components used in military or para-military operations; 

  

	 	3.1.20	Engine or module shop visits when said engine or module is removed solely for Customer’s convenience; 

  

	 	3.1.21	Any and all costs related to or arising from Customer’s failure to comply with the terms and conditions of this Agreement; and 

  

	 	3.1.22	Any other factor which: 

  

	 	•	 	is beyond P&WC’s reasonable control; 

  

	 	•	 	occurred without fault or negligence of P&WC; 

  

	 	•	 	could not have been reasonably foreseen by P&WC; and 

  

	 	•	 	could not have been prevented by means reasonably available to P&WC. 

  

	4.0	CONDITIONS OF SALE 

  

	 	4.1	All sales of Engine Maintenance Services by P&WC to Customer covered hereunder shall be subject to the terms and conditions of this Agreement, including all of its Annexes.
Services outside of or excluded from this Agreement shall be subject to the terms and conditions of a separate Repair and Overhaul Agreement. Purchase orders or any other document issued by Customer as part of the maintenance activity covered by
this Agreement shall be deemed to incorporate the terms and conditions of this Agreement by reference, to the exclusion of any other terms or conditions which may be contained in such purchase orders or other documents. 

  

	5.0	DELIVERY 

  

	 	5.1	Incoterms. P&WC will deliver the Goods covered under the Engine Maintenance Services to Customer’s carrier FCA (Free Carrier Aboard, Incoterms 2000) P&WC’s
Designated Facility. Title and risk of loss or damage shall pass to Customer on delivery. 

  

	 	5.2	Freight Costs. P&WC will assume repair and overhaul related freight charges from P&WC’s Designated Facility to Customer’s facility within the continental
United States. 

  

	6.0	COMPONENT REPLACEMENT 

  

	 	6.1	Upon embodiment of new or exchange Components covered by this Agreement into an Engine, the Parties agree that the newly embodied Component shall become the property of Customer,
and the removed Component shall become the property of P&WC. Components which are removed at Overhaul and which have value will be returned by P&WC to the Customer upon mutually agreeable delivery terms. 

  


			
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	7.0	PAYMENT/ TCP® HOURLY RATE ADJUSTMENT 

  

	 	7.1	During the term of this Agreement, Customer shall (further to paragraph 10.13) pay monthly an amount calculated by multiplying the total Engine Operating Hours of the Fleet for the
month by the Hourly Rate. These monthly payments shall be received by P&WC no later than the last day of the following month, , in accordance with P&WC’s payment instructions listed in Annex H. 

  

	 	7.1.1	Based on Annex F, it is estimated the Customers Fleet shall have a monthly EFH of XXXXX1 hours, translating into monthly EFH payments of approximately XXXXXXXXXX1. 

 Each such payment shall be considered final. However, should P&WC discover, at any time during a period of twelve (12) months following the issuance of an invoice, the existence of a material discrepancy
relative to such invoice between the Engine Flight Hours reported by the Customer or estimated by P&WC, as the case may be, and the actual Engine Flight Hours relative to the Engines (as recorded in the flight logsheets, Engine logbooks or other
recognized registers), P&WC will provide the Customer with a written notice thereof within thirty (30) days of the discovery of such material discrepancy. The notice shall contain a reasonably detailed account of P&WC’s claim. In
such event, the amounts owed by the Customer to P&WC shall be paid by the Customer no later than thirty (30) days after the receipt by the Customer of P&WC’s notice. 
  

	 	7.2	Customer shall also pay, when due, all charges invoiced by P&WC for work outside of or excluded from the Engine Maintenance Services covered under this Agreement at the then
current P&WC labor and material rates. P&WC may review or revise the terms of payment and credit limit from time to time. For work invoiced for Services rendered outside or excluded from the Engine Maintenance Services, payments by Customer
shall be received by P&WC within thirty (30) days from date of receipt of invoice by Customer. Notwithstanding the foregoing, charges which are in good faith dispute in accordance with Section 7.7 hereof will only be paid upon
resolution of such dispute. 

  

	 	7.3	For all late payments, Customer shall be liable for interest at a rate of 8% per annum or the U.S. prime rate plus five percent (5%), whichever is greater, without exceeding
the maximum rate allowed per applicable law. In addition, Customer shall reimburse P&WC for all attorneys’ fees and other expenses incurred by P&WC in recovering any sums due from Customer. 

  

	 	7.4	Mid-Life\Overhaul Conversion. From time to time P&WC may accommodate the Customer to convert a scheduled mid-life event to an Overhaul event (the “Overhaul
Option”), provided that: 

  

	 	•	 	Customer notifies P&WC of its exercise of the Overhaul Option prior to the shipment of the Engine to P&WC; 

  

	 	•	 	Customer is not in material default of its obligations under this Agreement; and 

  

	 	•	 	P&WC accepts Customer’s exercise of the Overhaul Option. 

  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 In addition, Customer agrees that: 
  

	 	•	 	the cost difference as further described in Section 15.4, between the scheduled mid-life event and the Overhaul event shall be borne by the Customer; and


  

	 	•	 	any such costs shall be paid by Customer to P&WC prior to the shipment of the Engine by P&WC. 

 Note: P&WC reserves the right to limit the Overhaul Option or remove the option all-together unless the Customer reasonably demonstrates the need for
such option. 
  

	 	7.5	In the event shipment of Goods is delayed due to actions or omissions of Customer, P&WC may at its discretion charge reasonable storage fees. 

  

	 	7.6	The Hourly Rate shall be subject to annual escalation at the following rates, to be applied on April 1st of each year: 

  

															
	 	  	 April 1, 2004
 to
 March 30,
 2005
	  	 April 1, 2005
 to
 March 30,
2006
	 	 April 1, 2006
 to
 March 30,
2007
	 	 April 1, 2007
 to
 March 30,
2008
	 	 April 1, 2008
 to
 March 30,
2009
	 	 April 1, 2009
 to
 March 30,
2010
	 	 April 1, 2010
 to
 June 30,
 2011

	 Escal.
	  	N|A	  	XXXX1	 	XXXX1	 	XXXX1	 	XXXX1	 	XXXX1	 	XXXX1

  

	 	7.7	In the event Customer disputes invoice charges, Customer shall notify P&WC in writing of the reasons for disputing the invoice within thirty (30) days of the date of
receipt of the invoice by Customer. 

  

	 	7.8	P&WC shall have the right, upon written notice to the Customer, to review the Customer’s financial position at any time and from time to time during the period covered by
this Agreement. The Customer shall, in such event, supply to P&WC the latest audited financial statements, the most recent un-audited financial statements. 

  

	8.0	TAXES/DUTIES/OTHER CHARGES 

  

	 	8.1	Except as otherwise specified herein, Customer is responsible for all taxes (excluding taxes based on P&WC’s net income), duties and other charges of any nature whatsoever,
including interest and penalties thereon, arising from the sale, delivery or use of the Goods or from the provision of Services under this Agreement, and will reimburse P&WC for any such charges P&WC may be required to pay directly to a
governmental authority or to a facility designated by P&WC which performs any of the Services covered under this Agreement. 

  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
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	9.0	HOURLY RATE ADJUSTMENT 

  

	 	9.1	The Hourly Rate is based on the Fleet described in Annex A and on the Customer’s Profile represented and warranted by the Customer as described in Annex F herein. Any material
modifications to Customer’s Profile or changes in its geographical or operating environment must be immediately reported to P&WC and may result in an Hourly Rate adjustment. Any Fleet Changes (as defined below) must also be immediately
reported to P&WC and may result in an Hourly Rate adjustment, in the manner contemplated herein below. Subject to the following sentence, P&WC also reserves the right to adjust the Hourly Rate in circumstances where Customer does not adhere
to the Engine maintenance conditions set forth in Annex E or is otherwise in default under this Agreement. Any Hourly Rate adjustment proposal made by P&WC as a result of default of Customer pursuant to the terms of this Agreement (which
proposal shall include the calculations of such adjustment in sufficient details to enable Customer to make an informed decision with respect thereto) shall have to be agreed upon by Customer before it can take effect. If Customer refuses any such
proposal for an Hourly Rate adjustment or is deemed to have refused by not replying to any such proposal within 10 days of its receipt, the Parties shall diligently deploy commercially reasonable efforts to establish a mutually agreeable alternative
to the proposed Hourly Rate adjustment within 30 days of Customer’s refusal or deemed refusal thereof, failing which P&WC shall have the right to terminate this Agreement as per the provisions of Section 15.1. 


 

	 	9.2	Fleet Changes. The Hourly Rate shall, from time to time, be adjusted in the event that Engines are added to or removed from the Fleet (“Fleet Change(s)”),
independent of any changes to the Customer’s Mission Profile as described in Annex F. 

  

	 	9.3	Addition of Engines. The calculation of the adjustment for adding Engines shall be based on the following formula: 

  

	
	 A + B

	(C – D)+E

 where, 
  

	 	A  =	Forecasted increase of expenses related to Engine Maintenance Services attributable to Fleet Changes; 

  

	 	B  =	Remaining total Power Charges as of the date of the Fleet Change; 

  

	 	C  =	Total forecasted Engine Flight Hours under this Agreement; 

  

	 	D  =	Total Engine Flight Hours forecasted to have been flown by the Customer as of the date of the Fleet Change; and 

  

	 	E  =	Forecasted increase of Engine Flight Hours due to the Fleet Change. 

  


			
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	 	9.4	Reduction of Engines. The calculation of the adjustment for reducing Engines shall be based on the following formula: 

  

	
	         B -
A        

	 (C – D)-E


 where, 
  

	 	A  =	Forecasted reduction of expenses related to Engine Maintenance Services attributable to Fleet Changes; 

  

	 	B  =	Remaining total Power Charges as of the date of the Fleet Change; 

  

	 	C  =	Total forecasted Engine Flight Hours under this Agreement; 

  

	 	D  =	Total Engine Flight Hours forecasted to have been flown by the Customer as of the date of the Fleet Change; and 

  

	 	E  =	Forecasted reduction of Engine Flight Hours due to the Fleet Change. 

  

	10.0	PARTIES’ RESPONSIBILITIES 

  

	 	10.1	Designated Facility. For the performance of any Services under this Agreement, Customer shall contact its FMP® PM to obtain confirmation of the Designated Facility. Any work effected or completed without obtaining such confirmation from the
FMP® PM shall be at Customer’s entire expense. 

  

	 	10.2	FMP® PM. The FMP® PM
shall: 

  

	 	a)	Identify the Designated Facility; and 

  

	 	b)	define the extent of work to be performed on Engine(s) or Components. 

  

	 	10.3	Unscheduled Repairs. When Customer believes an Engine needs unscheduled Repair and removal, Customer shall perform the standard on-wing maintenance manual level
troubleshooting. If such troubleshooting is unsuccessful in returning the Engine to serviceability, Customer shall immediately advise the FMP® PM prior to Engine removal. 

  

	 	10.4	Engine Removals. Upon the execution of this Agreement the FMP® PM, P&WC and Customer, as applicable, shall agree to a scheduled Engine removal plan. Customer shall inform P&WC of all Engines or Engine Modules removals and installations, at time of removal
or installation, or upon P&WC’s request. Subject to paragraph 3.1.10 herein, Customer shall be responsible for all Engine, Module and Component removals and installations, including any costs related to these activities.


  

	 	10.5	In addition, Customer shall inform P&WC, within 24 hours, of all unscheduled Engine, Engine Module or Engine Component removals, and, as soon as reasonably possible, of any
known or suspected damage to an Engine, Engine Module or Engine Component. 

  

	 	10.6	Access for P&WC Personnel. Customer shall allow P&WC’s personnel reasonable access to the Engines and any removed Components, its quality system, as well as all
other relevant operating and maintenance records maintained by Customer, including the Engine log books. 

  


			
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	 	10.7	Engine data. At the time of each shop visit, Customer shall supply P&WC with the following information (as applicable) for the Engine, the Engine Modules or Components:


  

	 	•	 	Time Since New (TSN) 

  

	 	•	 	Time Since Repair (TSR) 

  

	 	•	 	Time Since Overhaul (TSO) 

  

	 	•	 	Time Since Hot Section Inspection (TSHSI) 

  

	 	•	 	Reasons for Removal 

 SB 14003 requires to track actual
TSN & TSO for the following items: 
  

	 	•	 	Engine related accessories 

  

	 	•	 	Main Line Bearings # 1 & # 4 

  

	 	•	 	First stage Sun Gear 

  

	 	•	 	PT blades, second stage 

  

	 	10.8	Hardware: At the time of engine shop visits, Customer shall supply to PWC the last installed oil and fuel filters. 

  

	 	10.9	Engine Logbook. Customer shall ensure that all sections of the Engine logbook are properly completed when providing the Engine Logbook together with the Engine at time of
shop-visit. 

  

	 	10.10	Engine Operation and Maintenance. Customer shall operate the Engines in accordance with the applicable OEM aircraft operating manual under the aircraft type certificate, and
Customer’s Profile set forth in Annex F and shall, as a minimum, maintain the Engines in accordance with the provisions of Annex E. In addition, Customer shall ensure that recommendations made by P&WC will not be unreasonably disregarded by
Customer. 

  

	 	10.11	Engine Trained Mechanics. Customer shall maintain, at all times during this Agreement, a minimum of two (2) mechanics, duly trained by P&WC and current with any
additional P&WC training. Customer shall ensure that any Overhaul Manuals tasks which may be performed by Customer shall only be performed by such mechanics. 

  

	 	10.12	Engine Operating Hours. Customer shall declare to P&WC, no later than ten (10) days following signature of this Agreement, the Engine Flight Hours and cycles of each
Engine at time of Agreement start date. 

  

	 	10.13	Customer shall, at the end of each month during the term of this Agreement, calculate the total Engine Flight Hours and cycles for each Engine and submit to P&WC, no later than
the fifth (5th) working day of the following month, a report similar to the form set out in Annex G containing all information required therein. If Customer fails to submit the Engine Hours within the prescribed delays, P&WC will estimate
the hours flown for that month and invoice Customer accordingly. 

  

	 	10.14	Invoice. P&WC will issue an invoice calculated by multiplying the total Engine Flight Hours of the Fleet for the month by the Hourly Rate upon receipt of Customer’s
report of Engine Flight Hours. 

  


			
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	 	10.15	Corrosion, erosion, sulphidation. Customer shall notify P&WC within 48 hours if evidence of corrosion, erosion or sulphidation is detected during maintenance inspection.


  

	 	10.16	Operating Environment. Customer warrants to P&WC that the Engine has not and shall not be operated in military, para-military or any other unusual service for which the
aircraft has not been designed and certified by the original airframe manufacturer. 

  

	 	10.17	Documentation. When requested, Customer shall provide P&WC with all the necessary documents to enable P&WC to fulfill its obligations under this Agreement or, to
verify Customer’s compliance with this Agreement. 

  

	 	10.18	Removals and Installations. Subject to paragraph 3.1.10 herein, the Customer shall be responsible for all Engine or Engine Module removals and installations, including any
costs related to these activities. 

  

	 	10.19	Collaboration. Both Parties shall continuously work together to minimize operating costs, maximize on-wing time of the Engines, actively participate in P&WC’s Engine
Maintenance Interval Escalation Program and help identify cost reduction opportunities. The application of any benefits generated as a result of the foregoing shall be shared as mutually agreed upon by the Parties. 

  

	11.0	DAC SERVICES 

  

	 	11.1	ECTM®. Customer shall utilize ECTM® in accordance with the P&WC Service Information Letter (SIL) G-055. Customer shall be obligated to: 

  

	 	11.1.1	immediately register with Altair Avionics Corporation; 

  

	 	11.1.2	execute all agreements required by Altair Avionics Corporation to give effect to the aforesaid registration and the provision of services contemplated in Annex I hereof (the
“DAC Services”); and 

  

	 	11.1.3	provide Altair Avionics Corporation on a weekly basis, the necessary ECTM® data as well as all other information, in any form whatsoever, as may be reasonably required by Altair Avionics Corporation. 


 

	 	11.2	Contact Person. Customer will provide P&WC with the contact information relative to the person who will have the responsibility of managing Customer’s obligations in
relation to the DAC Services. 

  

	 	11.3	Data. Customer will provide electronic data to the Altair Avionics Corporation at an interval not to exceed one week. Subject to sections 11.4 to 11.7 hereof, Altair Avionics
Corporation will update and interpret the data, as well as identify any maintenance requirements within 1 working day. Customer shall comply with and respond to these maintenance requirements in a timely fashion. If applicable or necessary, P&WC
will supply Customer with ETCM® software at no cost
to Customer. 

  


			
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	 	11.4	Disclaimer. ANY DAC SERVICES CONTEMPLATED IN ANNEX I HEREOF (INCLUDING WITHOUT LIMITATION TURBINETRACKERTM AND ANY SOFTWARE) WHICH MAY BE PROVIDED BY P&WC OR THE DAC
ARE PROVIDED “AS IS,” AND P&WC DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NONINFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT, OR ACCURACY, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. ALL REPORTS FURNISHED TO CUSTOMER AS A RESULT OF THE DAC SERVICES MAY BE BASED ON INFORMATION FURNISHED
BY CUSTOMER OR OTHER OWNERS OR OTHER OPERATORS OF MONITORED ENGINES; NEITHER P&WC NOR THE DAC SHALL HAVE LIABILITY FOR ANY ERRORS IN OR OMISSIONS FROM THE DATA AND REPORTS PROVIDED TO CUSTOMER, OTHER OWNERS OR OTHER OPERATOR. IT IS
CUSTOMER’S RESPONSIBILITY TO DETERMINE THE SUITABILITY OF THE SERVICES FOR CUSTOMER’S PURPOSES. CUSTOMER ACKNOWLEDGES THAT 100% AVAILABILITY IS NOT REALIZABLE AND THAT INACCURACIES OR MALFUNCTIONS MAY OCCUR. 

  

	 	11.5	Airworthiness. WITHOUT LIMITING ANY OTHER EXCLUSION OF WARRANTY, P&WC MAKES NO WARRANTIES THAT THE DAC SERVICES ALLOW CUSTOMER OR THE OWNERS OR THE OPERATORS OF AN
AIRCRAFT TO DETERMINE THE AIRWORTHINESS OF SUCH AIRCRAFT. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE AIRWORTHINESS OF THE AIRCRAFT, AT ALL TIMES, IN ACCORDANCE WITH ALL APPLICABLE REQUIREMENTS, INCLUDING WITHOUT LIMITATION, FROM THE
MANUFACTURER(S) AND ALL RELEVANT REGULATORY AUTHORITIES. 

  

	 	11.6	Indemnification. Customer will defend, indemnify and hold harmless P&WC and its affiliates, directors, officers, employees, shareholders, representatives, agents,
servants, predecessors, successors, and permitted assigns (each an “Indemnitee”) from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys’ fees and costs) or liability that may result
from, arise out of or relate to (a) Customer’s breach of any agreement between Customer and Altair Avionics Corporation; (b) Customer’s use of or access to any DAC Services provided by Altair Avionics Corporation; c)
Customer’s negligence or willful misconduct in relation to the DAC Services; or (d) any personal injury or property damage arising with respect to any aircraft owned or operated by Customer with respect to which any DAC Services are
provided, but only to the extent not caused (i) by the negligence or willful misconduct of P&WC, or (ii) the DAC Services. 

  


			
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	 	11.7	LIMITATION OF LIABILITY. THE LIMIT OF P&WC AND THE DAC’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE)
CONCERNING PERFORMANCE OR NON-PERFORMANCE BY P&WC OR THE DAC, OR IN ANY MANNER RELATED TO THE DAC SERVICES, FOR ANY AND ALL CLAIMS, WILL NOT IN THE AGGREGATE EXCEED THE PAYMENTS MADE BY CUSTOMER TO P&WC HEREUNDER WITHIN THE 6 MONTHS PRIOR TO
THE DATE THE CLAIM AROSE. CUSTOMER RELEASES P&WC AND THE DAC FROM AND AGAINST ALL LIABILITY BEYOND SUCH MAXIMUM LIABILITY. NEITHER P&WC NOR THE DAC WILL BE LIABLE FOR ANY LOSS OF DATA, PROFITS, SAVINGS, USE OR BUSINESS; FOR DELAYS,
INCONVENIENCE OR BUSINESS INTERRUPTION; OR FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DAC SERVICES
WITHOUT REGARD TO WHETHER P&WC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER P&WC NOR THE DAC WILL BE LIABLE OR RESPONSIBLE FOR ANY ANALYSIS, INTERPRETATION OR APPLICATION OF ANY INFORMATION OR DATA PROVIDED VIA THE DAC
SERVICES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. 

  

	 	11.8	Third Party Beneficiaries. Altair Avionics Corporation is an intended beneficiary of this Section 11.0. 

  

	 	11.9	ADAS+ Arrangements. The Parties acknowledge and agree that terms under which the Engine Maintenance Services are to be provided to the Customer are predicated on the Parties’ fulfillment of the following
arrangements regarding the ADAS+ (Automatic Data Acquisition System), namely: 

  

	 	11.9.1	The Parties shall make arrangements to diligently install, at no cost to the Customer, at least three (3) ADAS+ systems on the Fleet. Such installation shall be completed within a period of 60 days from the date of signature of the amended and revised Agreement;


  

	 	11.9.2	The Customer shall thereafter use and operate each ADAS+, at no cost, in accordance with applicable directives and instructions for a period of at least three (3) months from the date of installation of each such ADAS+ (the “Initiation Period”); 

  

	 	11.9.3	After the completion of the Initiation Period, the Parties shall make arrangements to install, within a six (6) month period after the Initiation Period and at no cost to the
Customer, the ADAS+ on the remaining Fleet, unless the Customer can reasonably demonstrate that the ADAS+ system has adversely impacted its operations of the Fleet other than any reasonable down time due to installation and
maintenance of the system. In such event, the Parties shall make arrangements to have such systems removed from the entire Fleet, at no cost to the Customer and with due consideration for the Customer’s business requirements.


 In light of the foregoing, should the ADAS+ be removed from the Fleet in the manner contemplated above, the Engine maintenance coverage provided to the Customer under the terms of the then current
Agreement will need to be revised. 
  


			
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	12.0	DELAY 

  

	 	12.1	P&WC is not responsible for any failure or delay in performance resulting from Customer Holds as well as causes which are (i) beyond P&WC’s reasonable
control; (ii) occurred without fault or negligence of P&WC; (iii) could not have been reasonably foreseen and; (iv) could not have been prevented by means reasonably available to P&WC. These may include
but are not limited to events such as acts of government, court order, civil unrest, sabotage, adverse weather conditions, labour trouble and shortage of materials or services. P&WC will give timely notice to Customer of any such event and will
endeavor to avoid or remove the cause and resume performance with minimum delay. The time for delivery will be extended accordingly. 

  

	13.0	WARRANTY & LIMITATION OF LIABILITY 

  

	 	13.1	This Agreement is in lieu of the warranty and service policy applicable to Customer’s Engine(s) and Customer hereby assigns to P&WC the rights and remedies thereunder in
respect of Repairs arising during the term of this Agreement. Any P&WC workmanship warranty costs will be absorbed by P&WC (or its contractors) outside the TCP®. Upon termination of this Agreement, any remaining warranty & service policy coverage will return to Customer
and P&WC will extend to Customer any available warranty received by the service provider on work performed hereunder. For greater certainty, P&WC will provide to Customer, upon termination of this Agreement, the available warranty relative
to Repair and Overhaul Services performed by P&WC as indicated in Annex J hereof. For greater certainty, LRU’s will be subject to P&WC’s Repair & Overhaul warranty. 

  

	 	13.2	P&WC is responsible for the defense of any claim, alleging infringement of a Canadian or United States patent by sale or use, without further combination, of new parts
incorporated in the Goods provided the Customer gives P&WC prompt written notice of the claim, and full information and authority to defend it. P&WC’s responsibility includes all expenses of defense and payment of costs and damages for
patent infringement awarded by the court or agreed to by P&WC. If use or sale of the Goods is finally prohibited, P&WC will, at its option (i) procure the right for sale or use, (ii) modify or replace the Goods to avoid
infringement or (iii) take back the Goods and refund the price (less a reasonable allowance for use or damage). The Customer will hold P&WC harmless against any claim of patent infringement arising out of compliance with a design or
specification furnished by Customer. 

  

	 	13.3	The Services and remedies provided by P&WC under this Agreement are accepted by the Customer in lieu of all other warranties expressed, implied or any obligation or liability of
P&WC in contract or in tort whether or not arising out of negligence. The Customer’s remedies with respect to the warranties set forth in this Section 13.0 in relation to the Services provided hereunder are expressly limited to those
set out in this Agreement, to the exclusion of any and all other remedies including, without limitation, indirect, incidental or consequential damages. Indirect, incidental or consequential damages include, without limitation, economic loss, loss or
damage to any property or person or any other exemplary, punitive or similar damages, as well as expenses incurred external to the Engines as a result of any of the Services provided hereunder. 

  


			
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	 	13.4	Notwithstanding the foregoing, P&WC will indemnify and hold Customer harmless in the event that a third party holds Customer liable for damages (including reasonable
attorneys’ fees) caused directly by the provision of any Service P&WC has provided to Customer; provided, however, that P&WC shall not be responsible for any indirect, incidental or consequential damages incurred by the Customer or any
such third parties including, without limitation, economic loss, loss or damage to any property or person and any other exemplary, punitive or similar damages. 

  

	14.0	NON-DISCLOSURE 

  

	 	14.1	Save and except for disclosures (i) required to be made pursuant to applicable statute or government regulation or (ii) to be made pursuant to any bona fide request
from a Party’s lenders or insurance carriers or potential lenders or insurance carriers, provided such lenders or insurance carriers execute prior to disclosure, a non-disclosure agreement in form and substance satisfactory to the other Party,
acting reasonably, neither Party shall disclose without the prior written approval of the other Party, any information regarding terms and conditions of this Agreement to any third party, nor advertise or release any publicity concerning this
Agreement. The provisions of this paragraph shall survive termination of this Agreement. The Parties acknowledge that should any lender or insurance carrier refuse to execute the required non-disclosure agreement, the Parties shall diligently make
other mutually agreeable arrangements relative to the disclosure of this Agreement and its content. 

  

	 	14.2	P&WC reserves the right to disclose the terms and conditions of this Agreement to any of its affiliates on a “need to know” basis. 

  

	15.0	TERMINATION 

  

	 	15.1	In the event that either Party is in default of any provision of this Agreement and remains in default for a period of fifteen (15) days after receipt of written notice thereof
from the other, such other Party may, without prejudice to any rights and remedies otherwise provided under this Agreement or by law, suspend the Services under this Agreement from the date of the written notice for default and terminate this
Agreement by notice at any time after the fifteen (15) day period, subject to any accrued obligations existing at the date of termination. 

  

	 	15.2	P&WC shall have the right, but not the obligation, to terminate this Agreement, without further notice or delay to the Customer, in the event that the Customer’s accrued
financial obligations to P&WC under this Agreement exceed the guarantee provided by RACC under the RACC Backstop Agreement. 

  

	 	15.3	Either Party (the “Terminating Party”) may terminate this Agreement for any reason, provided the Terminating Party: 

  

	 	15.3.1	is not in default under this Agreement; 

  

	 	15.3.2	provides the other Party (and RACC) with a three (3) month prior written notice of termination; and 

  

	 	15.3.3	complies with the provisions of this Article 15.0, including, without limitation, Sections 15.4 to 15.6, as applicable to the Terminating Party. 

  


			
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 Without limiting the generality of the foregoing, should the Terminating Party be the Customer, it
shall not have the right to exercise the termination option provided under this paragraph (i) if it is in default under the terms of any agreement it may have executed with RACC relative to the Aircraft, including, without limitation, the
payment of all sums due to RACC thereunder or (ii) if it still has outstanding indebtedness to RACC, unless RACC consents to such termination in writing. 
  

	 	15.4	Upon termination of the Agreement by P&WC under Section 15.1 or 15.2 above or upon termination of the Agreement by any Party pursuant to Section 15.3 or 15.9, P&WC
shall, within 30 days of the date of termination, provide the balance of Customer’s FMP® account, with relevant documentation as deemed appropriate by P&WC, which shall be calculated as follows: 

  

	 	1.	The aggregate amount of monthly payments received from Customer under the Agreement covering the period from the date of inception of this Agreement forward


 Less 
  

	 	2.	The aggregate amount of all Services provided by P&WC under the Agreement, valued at the event cost established below, and as adjusted from time to time as contemplated in this
Agreement. 

  

			
	 ITEM
	  	 EVENT COST (2004) USD

	 Gas Generator Overhaul
	  	xxxxx1
	 Gas Generator Midlife
	  	xxxxx1
	 Power Section Overhaul
	  	xxxxx1
	 Power Section Midlife
	  	xxxxx1
	 HSI Component Refurbishment
	  	xxxxx1
	 BUER
	  	xxxxx1
	 LCF Components
	  	P&WC Price List 501 less xxxx1

  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
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	 	15.5	In the event that the balance of Customer’s FMP® account determined pursuant to Section 15.4 is positive (monthly payments received exceed aggregate amount of services provided under the
Agreement from the date of the Agreement forward), P&WC shall, within 60 days from the date of the termination notice, reimburse 100% of the positive balance to the Customer, less any amounts due to P&WC by Customer under any other agreement
with P&WC, including, without limitation, any negative reserve under any other agreement between P&WC and Customer. 

  

	 	15.6	In the event that the balance of Customer’s FMP® account determined pursuant to Section 15.4 is negative (monthly payments received are less than the aggregate amount of services provided under
the Agreement from the date of the Agreement forward), the Customer shall, within 60 days from the date of termination notice, pay to P&WC 100% of the negative FMP® balance. 

  

	 	15.7	Except in the case of a termination for convenience under Section 15.3, any payment made to a Party pursuant to Sections 15.5 or 15.6, as the case may be, shall be without
prejudice to any of such Party’s rights to claim actual damages pursuant to this Agreement or at law, provided such Party is not the party in default hereunder. 

  

	 	15.8	Should the Customer be indebted to P&WC upon the occurrence or by reason of a default under this Agreement (the “Customer’s Debt”) and that the Customer does not,
for any reason whatsoever, pay the Customer’s Debt at the earliest of (i) the prescribed delay(s) to effect such payment or (ii) thirty (30) days from the date of such default, P&WC shall have the right to apply any sums that
P&WC may have received from the Customer, whether under the terms of this Agreement or any other agreement(s) executed with the Customer, as a reduction to the Customer’s Debt, without further notice or delay to the Customer.


  

	 	15.9	Either Party may terminate this Agreement at any time by written notice to the other if the other Party becomes insolvent or performs or permits any act of bankruptcy, liquidation,
or if a receiver, trustee or custodian is appointed of the other Party or a substantial part of the other Party’s property. 

  

	 	15.10	In the event that an Engine is damaged by accident and deemed by P&WC to be beyond economical Repair, or deemed by P&WC not to be recoverable due to theft or loss, or is
transferred to a third party by sale or otherwise, performance of all obligations of the Parties under this Agreement, except for the Customer’s obligation to make any payment due to P&WC hereunder, for such Engine shall be completed up to
the date of such event and shall cease thereafter. 

  

	16.0	EXPORT CONTROLS 

  

	 	16.1	This Agreement is subject to Canadian, U.S. or other country’s export control regulations. 

  

	 	16.2	P&WC: 

  

	 	•	 	will apply and pay for any necessary export permit/license required for shipment from a Designated Facility to the Customer’s location as required; 

  

	 	•	 	cannot be held responsible for the issuance, or renewal of export license/permits; 

  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
	  	19

  

					
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	16.3	Customer: 

  

	 	•	 	will apply and pay for any necessary export license/permit required for shipment from Customer’s facility to a P&WC location as required; 

  

	 	•	 	cannot be held responsible for the issuance or renewal of export license/permits. 

  

	 	Note:	Neither Party will be held responsible for cost(s)/expenses incurred by either Party should export license/permit not be issued and/or renewed by a government authority.


  

	17.0	GENERAL TERMS 

  

	 	17.1	All notices required to be given pursuant to this Agreement shall be in writing and shall be considered as duly delivered when sent by registered mail to the other Party at the
address stated on the face page of this Agreement (in the case of the Customer, to the attention of the President) or such other address as either Party shall advise the other in writing. 

  

	 	17.2	Neither Party may assign this Agreement in whole or in part without the written consent of the other. 

  

	 	17.3	This Agreement with its Annexes constitutes the sole and entire Agreement between the Parties with regard to the subject matter hereof and supersedes all other contracts, agreements
or understandings including, without limitation, Customer’s purchase orders or P&WC’s acknowledgment thereof. 

  

	 	17.4	This Agreement shall be governed and interpreted in accordance with the laws in force in the State of New York. 

  

	 	17.5	No modification of this Agreement shall be binding unless agreed to by a written instrument executed by duly authorized representatives of both Parties. 

  

	 	17.6	Recourses are cumulative and not alternative. Singular includes the plural. 

  

	 	17.7	Any concession, latitude or waiver allowed by either Party to the other at any time shall not prevent such party from subsequently enforcing its rights and shall not be deemed a
waiver of any subsequent breach. 

  

	 	17.8	The Parties have requested this Agreement, including all of its Annexes, to be drawn in the English language. 

  

	 	17.9	Each of the parties has been given the opportunity to review this Agreement with legal counsel. 

  

	 	17.10	This Agreement is the result of negotiation between all parties hereto. Accordingly, no provision of this Agreement shall be interpreted for or against any party hereto on the basis
that such party was the draftsman of such provision, and no presumption or burden of proof shall arise disfavoring or favoring any party by virtue of the authorship of any of the provisions of this Agreement. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	17.11	Each of the parties hereto represents to the other that (a) it has full power, authority and legal right to enter into and perform this Agreement, (b) the execution,
delivery and performance of this Agreement has been duly authorized by all necessary action on each party’s part, does not require any approvals or consents except such approvals and consents as have heretofore been duly obtained or which are
specifically enumerated herein to which this Agreement is subject, and (c) this Agreement does not contravene any law binding on either of the parties or contravene any agreement to which either of the parties hereto is a party or by which it
is bound, or any law, governmental rule, regulation or order. Upon request, each of the parties will provide the other party with documentary evidence of its authority to enter into this Agreement. 

  

	 	17.12	The provisions of this Agreement shall be severable, and if any provision shall be invalid, illegal or incapable of being enforced by reason of any rule of law, administrative
order, judicial decision or public policy, all other provisions contained herein shall, nevertheless, remain in full force and effect. 

  

	 	17.13	The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the
provisions of this Agreement. 

  

	 	17.14	This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall, together, constitute and be
one and the same instrument. 

  

	 	17.15	All annexes and exhibits referred to in this Agreement and attached hereto are by this reference incorporated as an integral part of this Agreement, subject to the terms and
conditions set forth herein. 

  


			
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX A - ENGINE LIST 
 Fleet Engine serial numbers covered by this Agreement: 
  

																											
	Gas Generator Section	 	Power Section
	 	 	S\N	 	TTSN	 	TCSN	 	TSO	 	CSO	 	TSHSI	 	TCHSI	 	 	 	S\N	 	TTSN	 	TCSN	 	TSO	 	CSO
	1	 	114034	 	23238	 	30019	 	N/A	 	16966	 	N/A	 	16966	 	1	 	114040	 	22450	 	32295	 	N/A	 	4453
	2	 	114112	 	27010	 	33198	 	N/A	 	10474	 	N/A	 	10474	 	2	 	114046	 	21645	 	30262	 	N/A	 	2773
	3	 	114179	 	19846	 	26684	 	N/A	 	997	 	N/A	 	997	 	3	 	114061	 	25561	 	32771	 	N/A	 	6246
	4	 	114218	 	22379	 	25757	 	N/A	 	3853	 	N/A	 	3853	 	4	 	114113	 	25445	 	31180	 	N/A	 	1780
	5	 	114220	 	24348	 	23930	 	N/A	 	0	 	N/A	 	0	 	5	 	114177	 	24485	 	31956	 	N/A	 	1530
	6	 	114232	 	23727	 	24938	 	N/A	 	1780	 	N/A	 	1780	 	6	 	114260	 	23090	 	30662	 	N/A	 	745
	7	 	114265	 	20707	 	24700	 	N/A	 	786	 	N/A	 	786	 	7	 	114220	 	24429	 	24174	 	N/A	 	19531
	8	 	114266	 	22431	 	30082	 	N/A	 	17256	 	N/A	 	17256	 	8	 	114223	 	24552	 	26742	 	N/A	 	9313
	9	 	114267	 	22064	 	22683	 	N/A	 	12991	 	N/A	 	12991	 	9	 	114232	 	22912	 	23455	 	N/A	 	1117
	10	 	114305	 	15620	 	23650	 	N/A	 	4086	 	N/A	 	4086	 	10	 	114234	 	24658	 	27596	 	N/A	 	9244
	11	 	114333	 	19325	 	24114	 	N/A	 	207	 	N/A	 	207	 	11	 	114235	 	23672	 	25793	 	N/A	 	15387
	12	 	114357	 	20525	 	20775	 	N/A	 	9733	 	N/A	 	9733	 	12	 	114238	 	23893	 	28712	 	N/A	 	1332
	13	 	114377	 	17064	 	20569	 	N/A	 	6506	 	N/A	 	6506	 	13	 	114265	 	21516	 	25518	 	N/A	 	11736
	14	 	114380	 	18539	 	23910	 	N/A	 	0	 	N/A	 	0	 	14	 	114267	 	23250	 	24107	 	N/A	 	14320
	15	 	114381	 	18497	 	19853	 	N/A	 	0	 	N/A	 	0	 	15	 	114268	 	22295	 	29220	 	N/A	 	786
	16	 	114393	 	17611	 	20685	 	N/A	 	1530	 	N/A	 	1530	 	16	 	114271	 	18208	 	23668	 	N/A	 	3079
	17	 	114395	 	20399	 	23923	 	N/A	 	0	 	N/A	 	0	 	17	 	114274	 	20170	 	26634	 	N/A	 	9339
	18	 	114409	 	19888	 	24350	 	N/A	 	745	 	N/A	 	745	 	18	 	114304	 	20967	 	26517	 	N/A	 	10093
	19	 	114426	 	19816	 	24311	 	N/A	 	326	 	N/A	 	326	 	19	 	114305	 	19874	 	28019	 	N/A	 	8868
	20	 	114441	 	18300	 	21860	 	N/A	 	20496	 	N/A	 	20496	 	20	 	114333	 	16773	 	20839	 	N/A	 	3527
	21	 	114443	 	19263	 	20250	 	N/A	 	1374	 	N/A	 	1374	 	21	 	114338	 	12557	 	13121	 	N/A	 	14064
	22	 	114444	 	19839	 	23165	 	N/A	 	22220	 	N/A	 	22220	 	22	 	114340	 	21822	 	28637	 	N/A	 	16964
	23	 	114448	 	19137	 	19540	 	N/A	 	1117	 	N/A	 	1117	 	23	 	114357	 	20111	 	20756	 	N/A	 	9100
	24	 	114458	 	18899	 	20750	 	N/A	 	21167	 	N/A	 	21167	 	24	 	114376	 	15731	 	16890	 	N/A	 	1118
	25	 	114460	 	19299	 	22411	 	N/A	 	8513	 	N/A	 	8513	 	25	 	114395	 	20797	 	24424	 	N/A	 	10009
	26	 	114462	 	20789	 	22313	 	N/A	 	10109	 	N/A	 	10109	 	26	 	114406	 	17413	 	20535	 	N/A	 	2320
	27	 	114463	 	19301	 	22776	 	N/A	 	8259	 	N/A	 	8259	 	27	 	114409	 	20467	 	24604	 	N/A	 	10742
	28	 	114464	 	19627	 	21275	 	N/A	 	8625	 	N/A	 	8625	 	28	 	114421	 	20183	 	24231	 	N/A	 	10546
	29*	 	114271	 	21603	 	27152	 	N/A	 	3368	 	N/A	 	2923	 	29	 	114426	 	19736	 	22712	 	N/A	 	9508
	30	 	PS0011	 	18989	 	21572	 	N/A	 	21268	 	N/A	 	21268	 	30	 	114441	 	18964	 	22414	 	N/A	 	571
	31	 	PS0014	 	19858	 	22126	 	N/A	 	22241	 	N/A	 	22241	 	31	 	114448	 	18976	 	20579	 	N/A	 	0
	32	 	PS0017	 	17623	 	21229	 	N/A	 	3965	 	N/A	 	3965	 	32	 	114457	 	17866	 	20926	 	N/A	 	7984
	33	 	PS0018	 	18433	 	20097	 	N/A	 	2277	 	N/A	 	2277	 	33	 	114460	 	19922	 	23035	 	N/A	 	9211
	34	 	PS0031	 	18000	 	22494	 	N/A	 	20160	 	N/A	 	20160	 	34	 	114463	 	20184	 	24951	 	N/A	 	9860
	35	 	PS0048	 	19518	 	23600	 	N/A	 	21860	 	N/A	 	21860	 	35	 	114464	 	20421	 	21714	 	N/A	 	9824
	36	 	PS0049	 	16772	 	18907	 	N/A	 	6508	 	N/A	 	6508	 	36	 	114467	 	13826	 	18854	 	N/A	 	4051
	37	 	PS0055	 	18895	 	23106	 	N/A	 	26	 	N/A	 	26	 	37	 	114480	 	19668	 	23901	 	N/A	 	9779
	38	 	PS0056	 	14858	 	17290	 	N/A	 	3438	 	N/A	 	3438	 	38	 	PS0014	 	18975	 	22168	 	N/A	 	207
	39	 	PS0059	 	16220	 	18931	 	N/A	 	18166	 	N/A	 	18166	 	39	 	PS0017	 	18539	 	22143	 	N/A	 	0
	40	 	PS0068	 	15196	 	17543	 	N/A	 	586	 	N/A	 	586	 	40	 	PS0018	 	15483	 	17270	 	N/A	 	2374
	41	 	PS0069	 	15783	 	19482	 	N/A	 	3782	 	N/A	 	3782	 	41	 	PS0048	 	18930	 	22933	 	N/A	 	1374

  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


																												
	Gas Generator Section	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	S\N	 	TTSN	 	TCSN	 	TSO	 	CSO	 	TSHSI	 	TCHSI	 	 	 	 	S\N	 	TTSN	 	TCSN	 	TSO	 	CSO
	42	 	PS0072	 	16606	 	21136	 	N/A	 	828	 	N/A	 	828	 	42	 	 	PS0056	 	18845	 	21096	 	N/A	 	1902
	43	 	PS0075	 	18046	 	21822	 	N/A	 	1902	 	N/A	 	1902	 	43	 	 	PS0060	 	17694	 	20601	 	N/A	 	8201
	44	 	PS0076	 	18951	 	22250	 	N/A	 	21225	 	N/A	 	21225	 	44	 	 	PS0066	 	17774	 	20757	 	N/A	 	0
	45	 	PS0077	 	18603	 	19742	 	N/A	 	20835	 	N/A	 	20835	 	45	 	 	PS0068	 	17457	 	20171	 	N/A	 	586
	46	 	PS0082	 	14880	 	17471	 	N/A	 	3896	 	N/A	 	3896	 	46	 	 	PS0069	 	14849	 	18512	 	N/A	 	3782
	47*	 	114429	 	20393	 	25249	 	N/A	 	1565	 	N/A	 	1565	 	47	 	 	PS0078	 	18247	 	19218	 	N/A	 	489
	48	 	PS0092	 	18306	 	20877	 	N/A	 	1480	 	N/A	 	1480	 	48	 	 	PS0082	 	15702	 	18470	 	N/A	 	3896
	49	 	PS0093	 	18957	 	20743	 	N/A	 	21232	 	N/A	 	21232	 	49	*	 	PS0079	 	19097	 	22911	 	N/A	 	1346
	50	 	PS0095	 	18541	 	19720	 	N/A	 	20766	 	N/A	 	20766	 	50	*	 	PS0076	 	18405	 	22234	 	N/A	 	1150
	*	 	114200	 	19976.4	 	23887.1	 	0	 	0	 	N/A	 	0	 	*	 	 	114443	 	18911.5	 	20599.2	 	N/A	 	1565
	*	 	114277	 	16897	 	23947.8	 	0	 	0	 	N/A	 	0	 	*	 	 	114462	 	18861.8	 	20117.4	 	N/A	 	1855
	*	 	114445	 	20944.7	 	21588.8	 	1203.3	 	1508	 	N/A	 	1508	 	*	 	 	PS0093	 	18132.7	 	21783.8	 	N/A	 	1515
	*	 	PS0086	 	16303.3	 	19905.3	 	1122.4	 	1358	 	N/A	 	1358	 			 		 		 		 		 	

 where: 
  

					
	 TSN
	  	=	  	Time Since New
	 TSO
	  	=	  	Time Since Overhaul
	 TSHSI
	  	=	  	Time Since Hot Section Inspection
	 CSN
	  	=	  	Cycle Since New
	 CSO
	  	=	  	Cycle Since Overhaul
	 CSHSI
	  	=	  	Cycle Since Hot Section Inspection

 Note: The information contained in this Annex was presented to P&WC by the Customer and is valid as of
July 18, 2005. Customer acknowledges that P&WC relied upon such information in entering into this Agreement and in determining the Hourly Rate. 


	*	These are spare engines added to this agreement – the times are valid as of April 3, 2006. 

 Any discrepancies found by P&WC will be the sole responsibility of Customer and may result in an adjustment of the Hourly Rate by P&WC or the exercise of such other recourse as P&WC has under the
Agreement. 
  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX B - LCF, HSI and FUEL NOZZLE KIT COMPONENTS 
  

	A.	LCF COMPONENTS 

  

	1.	The following LCF Components are covered under this Agreement. The scope of services shall be subject to Annex C. 

  

			
	 Rotor, Compressor, 1st Stage
 Rotor, Compressor, 2nd Stage
 Rotor,
Compressor, 3rd Stage
 Rotor, Compressor, 4th Stage
 Compressor Rotor Shaft
	  	 Compressor Impeller
 Compressor Turbine Disk

Disk, Power Turbine, 1st
Stage
 Disk, Power Turbine, 2nd Stage


  

	B.	HSI COMPONENTS 

  

	1.	The following HSI Components are covered under this Agreement. The scope of services shall be subject to Annex C. 

  

			
	 Small Exit Duct Assembly
 CT Vane Ring
 CT Disk and Blades
 Shroud Housing Retaining Bolts
 CT Shroud Segments
 Combustion Chamber, outer liner
 Combustion Chamber, inner liner
 1st Stage PT Vane
	  	 #2 Bearing Cover Flange
 #2 Bearing Cover Locating
Plate
 CT Shroud Housing
 Sealing Ring(s),
 PT Stator Housing


 The Designated Facility for HSI Services as described in Annex C shall, at the inception of this
Agreement, be Customer. However, the Parties acknowledge and agree that should the aforementioned HSI Services be performed at a different Designated facility, the Hourly Rate may be increased to consider any labor-related incremental costs that
P&WC may have to incur as a result thereof. 
  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX C - SCOPE OF SERVICES 
  

	1.0	GENERAL 

  

	 	1.1	Annex C further defines the extent of Engine Maintenance Services to be provided by P&WC under this Agreement. The requirements for Engine induction and restoration are defined
in the applicable Service Centre Specification. P&WC shall provide the Customer with a copy of such specification upon request by Customer. 

  

	 	1.2	An HSI or HSI Repair shall be performed when indicated by ECTM® by borescope inspection, hard time intervals or as determined by P&WC in conjunction with Customer to optimize shop visit scheduling. P&WC reserves the right to determine if an HSI or HSI
Repair is required. 

  

	 	1.3	Unscheduled replacement of any Accessory by a serviceable unit as a consequence of confirmed failure due to another Component or Engine induced malfunction is covered under this
Agreement 

  

	 	1.4	Costs related to the incorporation of service bulletins applicable to components under this Agreement covered through commercial support programs, at time of Engine Module scheduled
shop visits or as described in the commercial support program notification and minimum service bulletin(s) will be covered under the terms of this Agreement. 

  

	 	1.5	P&WC may from time to time, offer the option to exchange Engines for convenient purpose. Finalization of such exchange would require mutual agreement from both Parties and would
be subject to Customer, or if the Customer does not own the Engine, the owner of the Engine to enter into a P&WC Engine Exchange Agreement which shall effect the transfer of title of the Engines. 

  

	2.0	FUEL NOZZLE KIT REFURBISHMENT 

  

	 	2.1	Fuel nozzle refurbishment costs are included in the TCP® coverage at Overhaul of the gas generator module only. It excludes all costs associated with fuel nozzle restoration outside the gas generator scheduled Overhaul visit. 

  

	 	2.2	The Customer agrees to the fuel nozzle restoration interval stipulated in Annex E. 

  

	3.0	HSI 

  

	 	3.1	An HSI or HSI repair will be performed in accordance with the PT6A Engine Maintenance Manual inspection criteria. Repairs may use in-service inspection criteria as deemed
applicable. 

  

	 	3.2	HSI Components coverage includes the cost to Repair or replace (if unserviceable or non-repairable per the Engine Maintenance Manual), as the case may be, the HSI Components listed
in Annex B, part B, at a Designated Facility. 

  

	 	3.3	Customer shall keep, for the duration of this Agreement, a minimum of three (3) P&WC HSI kits in relation to the HSI Components in inventory. 

  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	3.4	Customer shall provide the Designated Facility and the FMP® PM with the following information at time of HSI: 

  

	 	3.4.1	Reason for Removal; 

  

	 	3.4.2	CT Disk serial number, LCF card, and Trim Weight Locations; 

  

	 	3.4.3	Engine serial numbers, TSN, CSN, TSO, CSO, TSHSI and CSHSI. 

 The Designated Facility must provide immediately after the HSI inspection, an electronic copy of the HSI inspection information sheet to the FMP® PM for cost evaluation and part logistics disposition. 
  

	4.0	ACCESSORY WORKSCOPE 

  

	 	4.1	This Agreement covers those costs associated with the Accessories listed below, as follows: 

  

	 	4.2	Accessories removed for BUR (Field Level Maintenance) are not covered under the terms of this Agreement. 

  

	 	4.3	Accessories not installed on the Engine module prior to its removal are not covered under the terms of this Agreement. 

  

	 	4.4	The following defines the Accessory workscope to be performed by P&WC, at time of Engine/Module shop visit for Repair, HSI or Overhaul. 

 Note: Customers approved Fleet Accessories Time Between Overhaul (TBO) is 12,000 cycles. 
  

									
	 	  	Repair	  	HSI	  	 GGV1 & PSV1
	  	 GGV2 & PSV2

	 Bleed Valve
	  	FC	  	FC	  	FC	  	O/H
	 Chip Detector
	  	FC	  	FC	  	FC	  	O/H
	 Flow Divider/Dump Valve
	  	V	  	V	  	V	  	O/H
	 Fuel Nozzle set
	  	C/FC&R	  	C/FC&R	  	C\FC&R	  	O/H
	 Oil Filter
	  	C&I	  	C&I	  	C&I	  	O/H
	 T-5 Harness
	  	FC	  	FC	  	FC	  	O/H
	 T-5 Thermocouples
	  	FC	  	FC	  	FC	  	O/H
	 T1 Trim Stick
	  	FC	  	FC	  	FC	  	O/H
	 Propeller Governor Unit
	  	V	  	V	  	OH (See Note 1 & 2)
	 Fuel Control Unit
	  	V	  	V	  	OH (See Note 1 & 2)
	 Fuel Pump
	  	V	  	V	  	OH (See Note 1 & 2)
	 Thermostatic By-Pass & Check Valve
	  	V	  	V	  	V	  	O/H
	 Oil-to-Fuel Heater
	  	V	  	V	  	V	  	O/H
	 Ignition Exciter
	  	V	  	V	  	V	  	O/H

  

	 	Note 1:	Accessories received with less than 80% TSO accumulated will be functionally \ bench check only. 


	 	Note 2:	The following accessories have specific hard time intervals to respect: Fuel Control Unit, Fuel Pump and Propeller Governor. Refer to SB 14003 for TBO intervals (accessories
table) 

 Codes: 
  

			
	 V:
	  	Visually inspect (Maintenance Manual)
	 C&I:
	  	Clean and Inspect, reinstall if serviceable (Maintenance Manual)
	 FC:
	  	Functional/Bench check (Maintenance Manual)

  


			
	 The disclosure of this document is subject to the restrictions of Article 14.0 contained herein
	  	26

  

					
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 Great Lakes Aviation 

			
	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


			
	 C/FC&R:
	  	Clean, Functionally Check and Repair deviating Nozzles as necessary (Maintenance Manual)
	 O/H:
	  	Per Overhaul Manual Instructions

  

	5.0	LCF HARDWARE 

  

	 	5.1	P&WC will replace an LCF Component listed in Annex B which is accessible at time of shop visit, if the cycles remaining on the subject Component is insufficient to reach
the next scheduled module shop visit or HSI interval that will permit access to that LCF Component. At its option, P&WC may elect to install serviceable LCF Components. 

  

	 	5.2	LCF Components removed by P&WC will be returned to Customer. 

  

	6.0	ENGINE MODULE – SCHEDULE VISIT (BASIC WORKSCOPE) 

  

	 	6.1	Gas Generator Visit 1 (GGV1) – Repair 

  

	 	•	 	Limited workscope as defined in Light Overhaul Manual & SB 14003 

  

	 	•	 	Module includes 

  

	 	•	 	Basic module (AGB/Compressor Assembly) 

  

	 	•	 	CT Disk Balancing assembly 

  

	 	•	 	CT vane ring assembly 

  

	 	•	 	Liners / First stage PT vane ring 

  

	 	•	 	Fuel Nozzles & Fuel Flow divider 

  

	 	•	 	Bleed Valve / trim stick / Ignition plugs & cables 

  

	 	•	 	FCU, Fuel pump (see Annex C, Para 4.4) 

  

	 	6.2	Gas Generator Visit 2 (GGV2) – Overhaul 

  

	 	•	 	Complete overhaul per the Engine Overhaul Manual & SB 14003 

  

	 	•	 	Module includes 

  

	 	•	 	Basic module (AGB/Compressor Assembly) 

  

	 	•	 	CT Disk Balancing assembly 

  

	 	•	 	CT vane ring assembly 

  

	 	•	 	Liners / First stage PT vane ring 

  

	 	•	 	Fuel Nozzles & Fuel Flow divider 

  

	 	•	 	Bleed Valve / trim stick / Ignition plugs & cables 

  

	 	•	 	FCU, Fuel pump (see Annex C, Para 4.4) 

  

	 	•	 	Overhaul inner & outer liners 

  

	 	•	 	Overhaul, first stage P.T. Vane Ring. 

  

	 	6.3	Power Section Visit 1 (PSV1) – Repair 

  

	 	6.3.1	Work performed at PWC facility 

  

	 	•	 	Limited workscope as defined in Light Overhaul Manual & SB 14003 

  

	 	•	 	Module includes 

  

	 	•	 	Basic module ( RGB front & rear cases assy, PT rotor Balancing assembly, exhaust duct case & PT stator housing assembly) 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	•	 	T5 system, chip detector 

  

	 	•	 	Propeller Governor 

  

	 	6.3.2	Work performed in conjunction with Customer’ Approved Repair facility & PWC facility 

  

	 	•	 	Limited workscope as defined in Light Overhaul Manual & SB 14003 with the following exception: 

  

	 	•	 	After Power Section complete re-assembly.the module will be tested “On-Wing” in accordance with the A/C Maintenance Manual (module replacement). 


 

	 	•	 	If RGB gearing is replaced during this visit, the complete power section will require a “Test Cell” run. 

  

	 	•	 	Customer Responsibilities 

  

	 	•	 	Limited teardown of the module not including the RGB front & rear cases. 

  

	 	•	 	Shipment of the PT Rotor Balancing Assembly to the PWC facility 

  

	 	•	 	Cleaning, inspection of the remaining parts: PT vane rings, PT stator housing, T5 components, exhaust case & first stage sun gear. (refer to limited workscope)


  

	 	•	 	Provide inspection report to FMP/PM for parts disposition. 

  

	 	•	 	Re-assemble module with new or serviceable components. 

  

	 	•	 	Mate to gas generator module & test 

  

	 	•	 	Provide engine log book certification 

  

	 	•	 	PWC’ Responsibilities 

  

	 	•	 	Dismantle PT Rotor Balancing Assembly 

  

	 	•	 	Clean & inspect detail parts (refer to limited workscope) 

  

	 	•	 	Provide inspection report to FMP/PM for parts disposition. 

  

	 	•	 	Re-assemble & balance the PT Rotor Balancing Assembly per OH man. 

  

	 	•	 	Provide certification documents to the Customer for log book incorporation 

  

	 	6.4	Power Section Visit 2 (PSV2) – Overhaul 

  

	 	•	 	Complete overhaul per the Engine Overhaul Manual & SB 14003 

  

	 	•	 	Module includes 

  

	 	•	 	Basic module (RGB front & rear cases assy, PT rotor Balancing assembly, exhaust duct case & PT stator housing assembly) 

  

	 	•	 	T5 system, chip detector 

  

	 	•	 	Propeller Governor (see Annex C, Paragraph 4.4) 

  

	 	6.5	Hot Section Kit Inspection 

  

	 	•	 	If HSI Kit cycles remaining are greater than 1000 cycles , perform a Hot Section Inspection (ref. M/M 72-00-00 / 72-50-01) using In-Service limits. Log book should be annotated:
TTSHSI : Time Continu HSI. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	•	 	If HSI Kit cycles remaining are lower than 1000 cycles, perform a Hot Section Inspection (ref. M/M 72-00-00 / 72-50-01) using HSI limits. Log book should be annotated: TTSHSI= 0 hr


 Customer Responsibilities (Field HSI’s) 
  

	 	•	 	Perform a pre-HSI engine performance ground run / record results per the Aircraft OEM instructions; 

  

	 	•	 	Hot section kit: removal, disassembly, cleaning as required, inspection of detail components, generate an electronic inspection sheet which will includes actual parts condition and
disposition, assemble serviceable parts, grind segments & adjust CT tip clearance per the PT6A-67D Maintenance Manual; 

  

	 	•	 	CT disk balancing assembly: de-blading, re-blading, inspection, balancing & grinding of blade tips per the OH manual instructions; 

  

	 	•	 	Ordered the necessary serviceable / new components to re-build the HSI kit; 

  

	 	•	 	Perform a post-HSI engine performance ground run / record results per the Aircraft OEM instructions; 

  

	 	•	 	Provide copy of the engine ground runs figures (typical Beechcraft – Ground Performance Worksheet/B1900) and the electronic inspection sheets (Form PWC 10514) to PWC in a
timely fashion; and 

  

	 	•	 	Annotate Gas Generator Log Book. 

 P&WC’s
Responsibilities (Field HSI’s) 
  

	 	•	 	Provide serviceable/new components to rebuild the Hot Section Kit in a timely fashion. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX D – ON-SITE ENGINE 
 On-Site Engine 
  

	1.	On-Site rental Engine. P&WC shall, through P&WCL, cause to be established and maintained at Customer’s facilities situated in Cheyenne, Wyoming, an on-site
rental Engine (the “On-Site Engine”) for the duration of this Agreement and for the purposes more fully detailed hereunder. 

  

	2.	Rental Agreement. The Customer’s right to have access to and use the On-Site Rental Engine will be conditional upon the Customer’s execution of and compliance with
P&WCL’s standard engine rental agreement. In the event of any inconsistencies between the terms of this Annex D and the terms of such engine rental agreement, the terms of this Annex D shall prevail. 

  

	3.	Installation. In the event that the Customer’s Engine requires removal for Overhaul, HSI or BUER, and all of the Customer’s spare engines are installed, the
Customer shall then be entitled to install the On-Site Engine rental Engine. 

  

	4.	Delivery. P&WCL shall deliver the On-Site Rental Engine D.D.P. (Incoterms 2000) Customer’s facility. 

  

	5.	Fees. The On-Site Rental Engine rate shall be the then current TCP® Hourly Rate per EFH. Hours used shall be reported per paragraph 10.13. 

  

	6.	Remove Engines. The Customer shall ship the Engine or Engine Module requiring Engine Maintenance Services covered hereunder (the “Removed Engine”) to the Designated
Facility within ten (10) working days from the actual removal date. 

  

	7.	Removal of the On-Site Rental Engine. The On-Site Rental Engine shall remain on-wing only for the period required for the HSI, Overhaul or BUR. No later than 10 days
following the Customer’s receipt of the Removed Engine. In the event that the (10) day period is exceeded, P&WCL’s published standard rental engine rate shall apply and be invoiced to the Customer until such time as the On-Site
Rental Engine is removed from Customer’s aircraft. 

  

	8.	Maintenance. The On-Site Engine shall be maintained by the Customer using the same maintenance practices and inspection intervals as the Engines covered under this Agreement
and Annex E. However, the Customer acknowledges that the On-Site Rental Engine is subject to a “hard time” threshold inspection interval and shall be removed from service prior to the threshold inspection interval published in the
applicable service bulletins or maintenance manual. 

  

	9.	Return. At suspension, termination or expiration of this Agreement, Customer shall immediately return the On-Site Rental Engine: 

  

	 	i.	C.I.P. (Incoterms 2000) to P&WC’s Designated Facility; 

  

	 	ii.	in substantially the same condition as when supplied by P&WC to the Customer, with all Accessories, LRUs and other supplies, if applicable, normal wear and tear resulting from
operation in accordance with the terms set forth herein excluded; 

  

	 	iii.	with a complete list of all flight log or technical log entries against the On-Site Rental Engine together with full particulars of the corrective actions. In addition to
P&WC’s other rights and remedies at law, in the event Customer fails to return the On-Site Rental Engine in accordance with the terms of this Agreement, 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


	 	  	Customer hereby grants P&WC and P&WCL the right to enter onto its premises, or to secure such right if the premises are not Customer’s, to recover such On-Site Rental
Engine and shall reimburse P&WC and P&WCL for all costs incurred in recovering the On-Site Rental Engine and effecting entry onto premises. 

  

	10.	Additional Rental Engine Support. In the event that the Customer requires a rental engine (other than the On-Site Rental Engine), P&WCL shall endeavor to supply a rental
engine to the Customer, subject to Engine availability and execution by the Customer of P&WCL’s standard rental engine agreement, at the applicable rental rate. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX E - MAINTENANCE TASKS, INTERVALS AND OPERATIONAL GUIDELINES 
  

	1.0	ENGINE MAINTENANCE CONDITIONS 

 The Customer shall
operate and maintain the Engines and components in accordance with the Aircraft Flight Manual, Pilot’s Operating Handbook, the applicable Engine Maintenance Manual, recommended Service Bulletins, the terms and conditions of this Agreement and
any other instructions and recommendations issued by P&WC or the aircraft manufacturer. In addition, the following maintenance tasks are or will be performed at the indicated intervals for each such Engine and the Customer shall transfer the
recommended tasks\intervals into its approved maintenance program within the next ninety (90) days: 
  

	 	Note 1:	The tasks and intervals below may be supplemented, adjusted, or removed at any time at P&WC’s discretion, based on review of Engine samples. 

  

	 	Note 2:	Unless otherwise specified below, all Engine maintenance tasks and intervals listed in the applicable aircraft and Engine Maintenance Manual are to be performed.


 Engine Model: PT6A-67D 
  

					
	  	    	 TASKS
	  	 INTERVAL

		    	GENERAL	  	
			
	 1
	    	 Gas Generator – Overhaul
 Power Section – Overhaul
 (Ref: SB 14003R10 – Option C)
	  	 GGV1 = 12,000 cycles
 GGv2 = 24,000 cycles
 PSV1 = 8,000 cycles
 PSV2 = 16,000 cycles

			
	 2
	    	 Hot Section Inspection interval
	  	 6000 cycles or based on ECTM® and borescope inspection

			
		    	Web ECTM® (Ref. SIL
Gen-055)	  	
			
	 1
	    	 WebECTM®
	  	 daily data collection

			
	 2
	    	 Data input & analysis
	  	 Done by DAC

			
	 3
	    	 Maintenance actions recorded in ECTM® data
	  	 When applicable

			
	 4
	    	 ADAS+
download to turbine tracker
	  	 Weekly – (Upon Installation)

			
	 5
	    	 Trend Alert
	  	 ITT = 15degC, Ng = 1%

			
		    	PROPELLER	  	
			
	 1
	    	 Dynamic balance
	  	 1000 hrs max.

			
	 2
	    	 Check primary blade angle
	  	 1000 hrs max.

			
	 3
	    	Inspect slip rings & brush block assembly, clean as necessary, inspect de-icing leads & de-icing mats	  	 75 hrs max.


  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


					
	  	    	 TASKS
	  	 INTERVAL

		    	CLEANING	  	
	 1
	    	Compressor wash (water)	  	As required based on Customer’s experience
	 2
	    	Turbine wash (water )	  	As required based on Customer’s experience
	 3
	    	Engine external wash	  	As required based on Customer’s experience
	 4
	    	Performance recovery wash (cleaning agent)	  	As required based on Customer’s experience and if ECTM® trend dictates
			
		    	FUEL SYSTEM	  	
	 1
	    	Fuel nozzle inspection	  	650 hrs*
	 2
	    	Fuel pump filters replacement	  	600 hrs
	 3
	    	If Sundstrand pump is installed – inspect for corrosion & fretting	  	600 hrs
	 3
	    	Clean gas generator. Case drain valves	  	At fuel nozzle inspection

  


	*	P&WC shall have the right to adjust, in consultation with Customer, this interval should hot section condition trends show evidence that the fuel nozzles and flow divider have
been run beyond the optimum removal interval. 

  

					
		    	BORESCOPE INSPECTION	  	By qualified personnel
	 1
	    	Hot section inspection	  	At fuel nozzle replacement
	 2
	    	Compressor inlet	  	At fuel nozzle replacement
	 3
	    	Oil, scavenge pump, Inlet screen	  	1000 hrs
			
		    	IGNITION	  	
	 1
	    	Inspect ignitors and excitor box	  	200 hrs.
	 2
	    	Replace ignitors	  	On Condition
	 3
	    	Visual inspection of ignition cables	  	When ignitors are replaced
			
		    	AIR	  	
	 1
	    	Bleed valve operational check	  	1000 hrs max and if trend dictates
	 2
	    	P3 filter check	  	400 hrs max.
	 3
	    	P3 filter replacement	  	1000 hrs max.
			
		    	INDICATION	  	
	 1
	    	ADAS calibration check (if fitted)	  	Initial 300 hrs (two consecutive calibrations) then every 1000 hours
	 2
	    	ITT and Torque verification	  	1000 hrs max. and if trend dictates

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


					
	  	    	 TASKS
	  	 INTERVAL

		    	OIL	  	
	 1
	    	Main oil filter inspection	  	200 hrs max.
	 2
	    	Main oil filter replacement	  	1000 hrs max.
	 3
	    	Oil filter patch check	  	As requested by P&WC
	 4
	    	Chip detector - open circuit check	  	50 hrs max.
	 5
	    	Chip detector - continuity check (including wiring harness / terminals if fitted)	  	600 hrs
			
		    	ACCESSORIES	  	
	 1
	    	Propeller Governor – inspect per SB 14236	  	1000 hrs.
	 2
	    	Fuel Heater - inspect per Maint. Man	  	1000 hrs.
			
		    	POWER TURBINE BLADES	  	
	 1
	    	PRE SB 14172 with more than 1500 hrs	  	200 hrs.
	 2
	    	POST SB 14172 with more than 4000 hrs but less than 12,000 hours since new	  	200 hrs.
	 3
	    	POST SB 14172 with more than 12,000 hrs but less than 14,000 hours	  	50 hrs.
	 4
	    	POST SB 14172 with more than 14,000 hrs	  	25 hrs.
			
		    	OPERATIONAL GUIDELINES	  	
	 1
	    	Use of MTOP (Maximum Take-Off Power)	  	Not to be used unless required.
	 2
	    	Reduced Take-off, climb and cruise power	  	Recommended unless conditions dictate otherwise
	 3
	    	Reverse propeller operation	  	Not recommended unless situation dictates otherwise. Disking (flat pitch) is recommended to minimize FOD.
	 4
	    	Inertial separator	  	Recommended for ground operations to minimize FOD except for high power ground performance check.
	 5
	    	Battery program	  	Per OEM recommendations.
	 6
	    	Single Engine run (if use)	  	Record abbreviated cycles
	 7
	    	Starting	  	 GPU is recommended.
 During start cycle, obtain max.
stabilized Ng speed prior fuel induction.

	 8
	    	Engine Cooldown	  	Two minutes at minimum obtainable ITT at Ground Idle prior to shutdown.

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX F - MISSION PROFILE AND OPERATING ENVIRONMENT 

  

	1.0	CUSTOMER PROFILE 

  

	 	1.1	The Hourly Rate is based on the Customer Profile declared by Customer. Any modifications to the Customer Profile or changes in geographical or operating environment must be reported
promptly to P&WC and may result in an adjustment to the Hourly Rate referenced in this Agreement. 

  

	 	1.2	The Customer Profile under this Agreement is for Engines used in the regional airline flight profile submitted by Customer as indicated below and which are operated within the
limitations specified in the applicable section of the aircraft flight manual. 

  

	 	1.3	The Fleet under this Agreement shall consist of 50 installed Engines and three (3) spares as referenced in Annex “A”. 

  

	 	1.3.1	annual utilization of each engine module of xxxxx1 Engine Hours + / - 5%; 

  

	 	1.3.2	annual average cycle ratio of XXXX1 cycle/hour +/- 5%; 

  

	 	1.3.3	Overhaul interval achieved at 24,000 cycles for gas generator and 16,000 cycles for power section modules; 

  

	 	1.3.4	HSI initial interval set at 6,000 cycles for the hot section, interval subject to adjustment based on ETCM® and borescope inspection results. 

  

	 	1.3.5	Gas Generator Midlife Inspection 12,000 cycles; 

  

	 	1.3.6	Power Section – Midlife Inspection 8,000 cycles. 

  

	2.0	OPERATING ENVIRONMENT 

  

											
	Hub:	  	Cheyenne, WY	  		  	Route Structure:	  		  	 Mid-West, USA
 South-West,
USA


  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX G - MONTHLY REPORT FORM 

  

			
	TCP® Agreement Number: 03-1907	  	Report for the month of: Date

 INSTALLED ENGINES AT MONTHS END 
  

																													
	Aircraft Information	 	Engine Status at month end	 	 	 	Engine Monthly
Utilisation
	A/C
Tail
#	 	A/C
S/N	 	A/C
Hours
this
month	 	A/C
Cycles
this
month	 	Engine
Position	 	Engine
S/N	 	TSN
Month
end	 	CSN
Month
End	 	TSO	 	TCSO	 	TSHSI	 	CSHSI	 	or	 	EFH
Flown
This
Month	 	Cycles
this
Month
						
	 	 	 	 	Total for Fleet	 	Note: When reporting for the first time please complete all fields	 	 	 	Total for Active
		 		 	Hours	 	Cycles	 	TSN & CSN mandatory for following months	 		 	Hours	 	Cycles
		 		 	0	 	0	 		 		 		 		 		 		 		 		 		 	0	 	0

 REMOVAL & INSTALLATION - ENGINE ACTIVITY THIS MONTH 
  

																							
	A/C
Tail
#	 	A/C
S/N	 	Engine
S/N	 	Engine
Position	 	Remove	 	Installed	 	Date	 	TSN
remove
or Install	 	CSN
remove
or Install	 	Cause
for
Removal	 	EFH
this
month
removed
engine	 	Cycles
this
month
removed
engine
		
	Note: Please check appropriate column “Removed” or “Installed” and complete required information	 	Total for Removed
		 		 		 		 		 		 		 		 		 		 	Hours	 	Cycles
		 		 		 		 		 		 		 		 		 		 	0	 	0

 SPARE ENGINE STATUS 
  

															
	Engine
S/N	 	TSN	 	CSN	 	TSO	 	TCSO	 	TSHSI	 	CSHSI	 	Location

  

			
	 Signature:
	 	  

		
	 Date:
	 	  


  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX H - WIRE TRANSFER INSTRUCTIONS 

 In the event that a wire transfer requires to be made, please instruct your bank to pay as follows for payments crediting our account at the Bank of
Montreal in Canada. 
 US DOLLAR PAYMENT ROUTING - INTERNATIONAL AND CANADIAN CUSTOMER 
  

					
	 Pay through:
	  	Bank of Montreal	  	
		  	International Banking, Head Office	  	
		  	Montreal, Quebec	  	
		  	Swift Address:	  	xxxxxxxx1
			
	 Account with Institution:
	  	BANK OF MONTREAL	  	
		  	Rue St-Charles Ouest,	  	
		  	Longueuil, Quebec	  	
		  	Branch Transit Number:	  	xxxx1
			
	 Beneficiary:
	  	Pratt & Whitney Canada Corp.	  	
		  	Longueuil, Quebec, Canada	  	

 US DOLLAR PAYMENT ROUTING - US CUSTOMER (ONLY) 
  

					
	 Pay through:
	  	Harris Bank International Corporation, New York, N.Y
	 (Destination Bank)
	  	Swift Code:	  	xxxxxxx1
		  	FEDWIRE ABA #:	  	xxxxxxxx1
		  	Or, CHIPS Participant ABA #:	  	xxxxx1
			
	Beneficiary’s Bank	  	Bank of Montreal	  	
		  	International Banking H.O. Montreal	  	
		  	Swift Code:	  	xxxxxxxx1
		  	Account Number:	  	xxxxxxxx1
		  	Or, CHIPS UID:	  	xxxxxxx1
		  	(if CHIPS Network used)	  	
			
	 Beneficiary:
	  	xxxxxxxxxx1	  	

  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  


					
		 	Pratt & Whitney Canada Corp.	 	
		 	Longueuil, Quebec, Canada	 	

  

	NOTE:	PLEASE INCLUDE ALL INVOICE NUMBERS ON WIRE TRANSFERS AND FAX ALL PAYMENT DETAILS TO xxxxxxxxxx1. 

  


	1	Material omitted pursuant to a request for confidential treatment. Omitted material has been furnished separately to the SEC. 

  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX I – DAC SERVICES 
  

	1.	P&WC agrees to: 

  

	 	a)	provide access to the TurbineTrackerTM system for review of fleet data; 

  

	 	b)	provide User and Maintainer On-The-Job-Training (OJT). Training will also be available via CD-ROM and DAC’s facility; 

  

	 	c)	have the data received from TurbineTrackerTM analyzed at P&WC’s approved DAC; 

  

	 	d)	have the DAC provide to the Customer recommendations based on data received; and 

  

	 	e)	provide to Customer through the DAC, a regular report outlining fleet condition status. 

  

	2.	CUSTOMER agrees to: 

 a) on a weekly basis, provide
electronic data to the DAC. Should Customer fail to provide the data, Customer’s Hourly Rate will be subject to a 5% upward rate adjustment; and 
 b) be registered with the P&WC approved DAC and act upon recommendation(s) received from the DAC and / or P&WC based on trend shift(s) and/or other usage information. 
 The Parties acknowledge that the foregoing Annex I is subject to the provisions of Section 11.0 hereof. 
  


			
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	PT6A-67D TCP® # 03-1907	  	July 19, 2006

  

 ANNEX J- WARRANTY 
  

	 	1.	P&WC warrants that Engine Overhaul and Repair services will comply with applicable P&WC specifications and conform generally with standards of good workmanship in the
industry. P&WC further warrants that, at time of delivery, new and used serviceable replacement parts will be free from defects in material and manufacture. Details concerning this warranty are found below. 

  

	 	2.	Exclusive Remedy 

 P&WC will provide the
following remedy in the event of an unplanned engine removal that results from defects in the parts or services provided, and, that occurs within the applicable period of warranty coverage: 
  

	 	•	 	Correct the defective condition and any damage to the engine resulting from that condition; 

  

	 	•	 	Reimburse reasonable removal and installation charges; 

  

	 	•	 	Reimburse reasonable shipping charges; 

  

	 	•	 	Waive the daily rate applicable to any P&WC rental engine leased to replace the Customer’s damaged engine (normal hourly operating charges will still apply).


  

	 	3.	Coverage Periods 

 All warranty claims must be made
within the maximum operating hours after delivery and the maximum time after delivery as indicated in the table below. During this time, warranty coverage is fully transferable to another lawful commercial operators of the aircraft. 
  

					
	 Category of Engine Work
	  	 Operating Hours
	  	 Time
 after
Delivery

	 Engine Overhaul (Comprehensive Coverage)
	  	 1,000 hours
	  	1 year
	 Engine Overhaul (Workmanship Coverage)
	  	 Full Published TBO (prorated after 1,000 hrs)
	  	No Limit
	 Tested Engine Repairs
	  	 500 hours
	  	1 year
	 Untested Engine Repairs (including HSI)
	  	 500 hours
	  	90 Days

  

	 	4.	Two separate levels of warranty coverage are provided with respect to engine overhaul work: i) the Comprehensive coverage, and ii) the Full TBO Workmanship
coverage. 

 Comprehensive Warranty Coverage. The comprehensive warranty coverage remains in effect from the time of
delivery for 1,000 operating hours or 1 year, whichever sooner occurs. During this time, the Customer enjoys full coverage against the malfunction or failure of the engine for causes other than those provided in the Exclusions and Limitations
section below. This coverage extends not only to defects in material and workmanship, but also to the failure of component engine parts that are inspected and replaced at Overhaul. This coverage also extends to Customer-supplied parts, but only if
those parts are either in new condition, or are accompanied by a Pratt & Whitney Canada Service Centre Network overhaul tag. 
 Full TBO Workmanship. After the expiration of the comprehensive coverage, the workmanship coverage remains in effect on a prorated basis until the conclusion of the TBO interval, as published from time to time by P&WC. During
this time, the Customer is protected against defects in workmanship in the Overhaul Services performed by a Pratt & 
  


			
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 Whitney Canada Service Centre. The Customer will be assessed a prorated portion of the cost of Repair
and incidental charges. The applicable assessment is based on the percentage of the remaining TBO consumed at the time of the warranty claim. The operation of the workmanship warranty is illustrated in the chart below: 
 COMMERCIAL OVERHAUL WARRANTY COVERAGE 
 

 
  

	5.	Exclusions and Limitations 

 Pratt &
Whitney Canada Service Centres’ warranties described above will be void in the following circumstances: 
  

	 	•	 	If the engine is subjected to improper preservation, storage, installation, operation, or maintenance; 

  

	 	•	 	If the engine has been operated or maintained in a manner not in compliance with the instructions of P&WC or the aircraft manufacturer; 

  

	 	•	 	If the engine has been subjected to abuse, misuse, or neglect, or has been damaged by foreign object, electrical arcing, corrosion, erosion, accident, or any other factor not within
the control of P&WC; or, 

  

	 	•	 	If the engine has been repaired or altered at any facility other than those of the Pratt & Whitney Canada Service Centre Network. 

  


			
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 ANNEX K - ADAS+ 
  

	1.	P&WC agrees to: 

  

	 	a)	supply the Customer with the ADAS+ hardware.
This hardware will consist of the ADAS+ processor assembly, all necessary wiring, all required sensors, the cockpit
display, and the associated mounting hardware download cable will also be included for each main operating base; 

  

	 	b)	cover the installation costs of the ADAS+
hardware; 

  

	 	c)	provide the Monitor Link ProgramTM (MLPTM) software along with updates to configure the ADAS+ system and download data; 

  

	 	d)	provide access to the TurbineTrackerTM system for review of fleet data; 

  

	 	e)	provide training support during initial installation via CD-ROM and at the ADAS+ OEM’s facility; 

  

	 	f)	have the data received from TurbineTrackerTM analyzed at P&WC’s approved Designated Analysis Centre (DAC), Altair Avionics Corp; 

  

	 	g)	have the DAC provide to the Customer recommendations based on data received; 

  

	 	h)	provide to the Customer through the DAC, a regular report outlining fleet condition status; 

  

	 	i)	provide ADAS+ spares for the duration of the
FMP® Agreement; and 

  

	 	j)	provide ADAS+ maintenance support.


  

	2.	The CUSTOMER agrees to: 

  

	 	a)	maintain an FMP®
Agreement with P&WC for all aircraft fitted with the ADAS+ and equipped with Engines covered under this
Agreement; 

  

	 	b)	supply a laptop computer installed with Windows 98 or a later operating system and have Internet access; 

  

	 	c)	maintain the ADAS+ in an operational status once
installed; 

  

	 	d)	download, on a weekly basis, data from the ADAS+
to the TurbineTrackerTM system. Should the Customer fail to download the data, Customer’s Hourly Rate will be subject to a 5% upward rate adjustment; 

  

	 	e)	cover any installation delay costs in the event that Customer is the cause of the delay and an installation team was dispatched to Customer to perform the installation ( delay must
be beyond Customer’s reasonable control); 

  

	 	f)	be registered with the P&WC approved DAC and act upon recommendation(s) received from the DAC and / or P&WC based on trend shift(s) and/or other usage information;


  

	 	g)	complete the scheduled calibration checks and all maintenance as defined in the ADAS+ operating manual per the Original Equipment Manufacture’s requirements; and 

  

	 	h)	designate an “ADAS+ representative”
within its organization to be responsible for the timely download of data, operation of the system and on-going system maintenance. 

  


			
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	3.	OWNERSHIP OF ADAS+ AND MONITORING
EQUIPMENT 

 The ADAS+ hardware along with the supporting software shall remain the personal property of Pratt & Whitney Canada Leasing GP. (“P&WCL”),
and no item thereof shall become a fixture at the Customer’s facility notwithstanding its installation on or attachment to real property or any improvement thereon. The Customer shall not acquire any interest in title, or equity in the
ADAS+ and equipment. Plates or markings may be affixed to or placed on P&WCL property to indicate ownership. The
Customer shall at all times keep P&WCL’s property free and clear from all liens, encumbrances and claims of any of its creditors or other persons. The Customer shall immediately notify P&WCL of any intent to sell or lease its aircraft.

  

	4.	OWNERSHIP OF CERTAIN PROPRIETARY RIGHTS 

 The
Customer shall acquire no rights or interest in any software, formulas, patterns, devices, inventions, or process, copyright, patent, and other intellectual and proprietary rights or similar items of property, which are or may become used in
connection with the ADAS+. 
  

	5.	ACTIONS BY THE CUSTOMER 

  

	 	a)	The Customer shall not move, remove, alter, or change in any way the permanent installation of the ADAS+ without prior written consent of P&WC or as directed by Altair. 

  

	 	b)	Once an installation date for ADAS+ has been
agreed to between the Customer and P&WC, the Customer may cancel installation by giving seventy-two (72) hours prior written notice. Should the Customer fail to provide sufficient notice as stated above, (unless the Customer can reasonably
demonstrate that the notice could have not been provided within the aforementioned time period), Customer will compensate P&WC as follows: 

 The Customer will reimburse P&WC all costs to cover the cancellation of installation. In particular, and without limitation, the cost(s) resulting from or in connection to the following; 
 Airfare 
 Hotel 
 Employee standby 
  

	6.	UPGRADE OR ALTERING ADAS+ 

 P&WCL shall at all times have the right to replace or
substantially alter any item of the ADAS+, add additional equipment, or revise any operating procedures.
Replacement, alterations, or additions of equipment shall belong to and become property of P&WCL. 
  

	7.	ADAS+ BECOMES INOPERATIVE 

 In the event that the equipment covered herein becomes inoperative as
a result of conditions beyond either P&WCL or P&WC’s control (such as but not limited to: fire, flood, lightning strike, explosion, vandalism, riot, war, rebellion, or any other belligerent acts), neither P&WCL or P&WC shall not
be liable for consequences resulting from such failure. The Customer further agrees to reimburse P&WC or P&WCL, for any repairs necessitated by acts or conditions beyond either P&WCL or P&WC’s control, as the case may be.

  


			
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	8.	RETURN OF ADAS+ 

 At expiration of the FMP® Agreement, or termination of the Agreement at any time before its expiration, the ADAS+ system will be removed from the aircraft by the Customer and returned to P&WC in the event the Customer does not purchase the ADAS+ system. The Customer owner shall have the option to purchase the ADAS+ system at a price to be agreed upon at expiration of the FMP®, or termination of the Agreement at any time before its expiration. 
  


			
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