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NEW YORK AIRWAYS, INC.

Pan American World Airways, Inc. 
Page 3

May 27, 1965

equipment owned by New York Airways and installed in the helicopter), subject to obtaining a mutually satisfactory consent from the seller, and Pan American will thereupon assume all of the obligations of New York Airways relating thereto and pay to New York Airways the sum of $305,238. In the event a mutually satisfactory consent to assignment is not obtained, Pan American will, upon delivery of the helicopter in accordance with the purchase contract, advance to New York Airways the amount required to be paid to the seller upon delivery, and New York Airways will thereupon sell and deliver the helicopter to Pan American upon payment to New York Airways of the coast thereof to it, it being understood that said advance will be deemed to be applied to such payment and satisfied. Pending delivery of said helicopter, New York Airways will not, without Pan American's consent, effect any change or amendment in said purchase contract. Upon the assignment or the sale of the helicopter, New York Airways will also assign to Pan American all of its rights under a related Support Agreement, a copy of which has been furnished to Pan American, and Pan American will assume all off New York Airways' obligations relating thereto, other than obligations arising under purchase orders heretofore place by New York Airways thereunder. Upon delivery of the helicopter to Pan American, Pan American shall lease the same to New York Airways and New York Airways shall lease the same from Pan American for operation pursuant to the agreement between us dated January 7, 1964, as heretofore amended and as the same may be hereafter amended by mutual agreement.  New York Airways shall have an option to purchase the helicopter on the same terms and conditions as are set forth in said agreement dated January 7, 1964, as amended. 

6. The effectiveness of this agreement and all commitments herein, except for paragraph 2, shall be subject to issuance by the Civil Aeronautics Board of an order (a) approving this agreement without any condition which either party shall advise the other within 48 hours after issuance of the order is unduly burdensome, or (b) stating that no such approval is required. In the event such order is not issued on or before June 11, 1965, this agreement and all further rights and obligations hereunder shall terminate.