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                                   Draft 10/13/67

to provide the support payment referred to in paragraph 1, exclusive of the fee, and to purchase such debt securities would not in any year in the aggregate exceed $1,000,000.

     3. NYA's management would be augmented by the employment of a general manager acceptable to TWA who would be given [[margin note 1]] the authority required effectively to supervise and control all phases of NYA's day-to-day performance of its helicopter service.

     4. In consideration of the foregoing, the cancellation of NYA's present indebtedness to TWA in the amount of $349.122 and a new investment by TWA in the amount of $191,309, NYA would issue to TWA 116,589 shares of NYA common stock. [[Margin note 2]]  This reflects a per share price of 4.64 without assigning any value to TWA's support commitment. It is designed to reduce NYA's interest expense, provide new capital and result in a TWA equity interest equal to that now held by Pan American.

     5. During the period within which NYA is providing services supported by TWA, additional capital required in the judgment of both NYA and TWA for the efficient and economical [[margin note 3]] performance of such services, including capital expenditures for new equipment, would be provided by TWA, if NYA so elects, in exchange for convertible devt securities of NYA on the terms referred to in paragraph 2, except that the maturity thereof

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[[margin note 1]] CAB 
[[/margin note 1]]
[[margin note 2]] Equal to P. A. A.
[[/margin note 2]]
[[margin note 3]] OK
[[/margin note 3]]

Transcription Notes:
Unsure of the arrow in the paragraph labeled 3 — I believe it moves the word "to" to be between "effectively" and "supervise", thereby avoiding a split infinitive, which was considered bad usage back then