AIRLEASE LTD
AIRCRAFT LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.56 MATERIAL CO
<SEQUENCE>7
<FILENAME>ex10-56.txt
<DESCRIPTION>AIRCRAFT LEASE AGREEMENT
<TEXT>


                                                                   EXHIBIT 10.56


                            AIRCRAFT LEASE AGREEMENT

                          Dated as of November 21, 2001

                                     between


                            FIRST UNION NATIONAL BANK
                         not in its individual capacity
                              but solely as Trustee

                                     Lessor

                                       and

                           CSI AVIATION SERVICES, INC.

                                     Lessee

                                       and

                                  AIRLEASE LTD.

                                Owner Participant



                    McDonnell Douglas DC-9-Series 82 Aircraft

                            Aircraft Reg. No. N807US

                         Manufacturer's Serial No. 48039







<PAGE>


         AIRCRAFT LEASE AGREEMENT, dated as of November 21, 2001, between FIRST
UNION NATIONAL BANK (successor to Meridian Trust Company), a national banking
association organized and existing under the laws of the United States of
America, not in its individual capacity but solely as Trustee under the Trust
Agreement defined in Section 1 below ("Lessor"), CSI AVIATION SERVICES, INC., a
New Mexico corporation ("Lessee"), and AIRLEASE LTD., a California limited
partnership ("Airlease")],


                              W I T N E S S E T H:
                               - - - - - - - - - -


         WHEREAS, Lessee desires to lease from Lessor and Lessor is willing to
lease to Lessee the aircraft described herein upon and subject to the terms and
conditions of this Lease.

         NOW THEREFORE, in consideration of the mutual promises herein, Lessor
and Lessee agree as follows:

         Section 1.        DEFINITIONS.
                           -----------

         Unless the context otherwise requires, the following terms shall have
the following meanings for all purposes of this Lease and shall be equally
applicable to both the singular and the plural forms of the terms herein
defined. Any agreement referred to below shall mean such agreement as amended,
supplemented and modified from time to time.

         "Act" means the Federal Aviation Act of 1958, as amended from time to
time.

         "Aircraft" means the Airframe, together with the two Engines initially
installed on such Airframe when delivered and leased hereunder and all
applicable current manuals and records relating thereto (or any Replacement
Engine substituted for any of such Engines hereunder), whether or not any of
such initial or Replacement Engines may from time to time thereafter be
installed on such Airframe or may be installed on any other airframe or on any
other aircraft.

         "Airframe" means (i) the McDonnell Douglas DC-9-Series 82 aircraft
(excluding Engines or engines from time to time installed thereon) manufactured
by Manufacturer in 1981 and currently bearing United States registration number
N807US and manufacturer's serial number 48039 leased hereunder by Lessor to
Lessee and (ii) any and all Parts so long as the same shall be incorporated in
such aircraft and any and all parts removed from such aircraft so long as title
thereto shall remain vested in Lessor in accordance with the terms hereof.

         "Airframe Payment Amount" has the meaning provided in Schedule 2.

         "Airframe Payments" has the meaning provided in Section 3.5.

         "APU Payment Amount" has the meaning provided in Schedule 2.

         "APU Payments" has the meaning provided in Section 3.5.

         "Basic Rent" means the rent identified as Basic Rent in and payable
pursuant to Section 3.2.


<PAGE>


         "Basic Rent Amount" has the meaning provided in Schedule 2.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which banking institutions in San Francisco, California or Wilmington,
Delaware are authorized or required by law to be closed.

         "Cycle" means one take-off and landing of the Aircraft or, in respect
of any Engine or Part temporarily installed on another aircraft, of that other
aircraft.

         "Delivery Date" means the date of the Lease Supplement relating to the
Aircraft, which date shall be the date on which the Aircraft is leased to Lessee
hereunder.

         "Delivery Flight" is defined in Section 2.5.

         "Delivery Location" means Lake City, Florida, or other location in the
United States agreed by Lessor and Lessee.

         "DOT" means the United States Department of Transportation or any
governmental person, agency or authority succeeding to the functions of such
Department of Transportation.

         "Engine" means (i) each of the two Pratt & Whitney JT8D-217 engines
identified by manufacturer's serial number on the Lease Supplement subjecting
the Aircraft to this Lease and originally installed on the Airframe on delivery
thereof pursuant to this Lease, whether or not from time to time thereafter
installed on such Airframe or installed on any other airframe, and (ii) any
Replacement Engine, whether or not from time to time thereafter installed on the
Airframe or any other airframe, together in each case with any and all Parts
incorporated in such Engine and any and all Parts removed from such Engine so
long as title thereto shall remain vested in Lessor in accordance with the terms
hereof. At such time as a Replacement Engine shall be substituted hereunder and
the Engine for which the substitution is made shall be released, such replaced
Engine shall cease to be an Engine hereunder. The term "Engines" means as of any
date of determination, all Engines then leased hereunder.

         "Engine Payment Amount" has the meaning provided in Schedule 2.

         "Engine Payments" has the meaning provided in Section 3.5.

         "Event of Loss" means, in relation to the Aircraft, the Airframe or any
Engine: (a) its actual, constructive, compromised, arranged or agreed total loss
(including any damage thereto or requisition for use or hire which results in an
insurance settlement on the basis of a total loss); or (b) its destruction or
damage beyond repair or being rendered permanently unfit for normal use for any
reason whatsoever; or (c) its requisition (other than a requisition for hire by
the Government not extending beyond the earlier of the last day of the Term and
the 180th day after the commencement of such requisition), confiscation,
sequestration, detention, forfeiture, compulsory acquisition or seizure; or (d)
its hijacking, theft or disappearance resulting in loss of possession by Lessee
for a period of 30 consecutive days or longer or extending beyond the last day
of the Term.

         "Expiry Date" means October 31, 2006.


                                       2
<PAGE>


         "FAA" means the United States Federal Aviation Administration or any
governmental person, agency or other authority succeeding to the functions of
the Federal Aviation Administration.

         "FAR" means the regulations promulgated by the FAA pursuant to the Act.

         "Flight Hour" means the number of hours including fractions thereof
between the moment the Aircraft (or other aircraft in the case of Parts or
Engines temporarily installed on such other aircraft) first leaves the ground
for the purpose of flight until the moment the Aircraft (or such other aircraft)
touches ground after such flight.

         "Gear Payment Amount" has the meaning provided in Schedule 2.

         "Gear Payments" has the meaning provided in Section 3.5.

         "Government" means the federal government of the United States of
America or any instrumentality or agency thereof.

         "Indemnitee" means Lessor, in its individual and trust capacities,
Owner Participant, Airlease, the Lenders and each of their respective
successors, assigns, transferees, directors, partners, officers, employees and
agents.

         "Lease", "this Lease", "this Agreement", "hereby", "herein", "hereof",
"hereunder", or other like words mean this Aircraft Lease Agreement, as amended
or supplemented in accordance with the terms hereof, including by way of one or
more Lease Supplements.

         "Lease Default" means any event or condition which, with notice or
lapse of time, or both, would constitute a Lease Event of Default.

         "Lease Event of Default" is defined in Section 14.

         "Lease Supplement" means a supplement to this Lease substantially in
the form attached as Exhibit A hereto, subjecting an Aircraft, Engine or other
property to this Lease.

         "Lender" means one or more banks or financial institutions or other
persons notified in writing to Lessee that may from time to time provide
financing to Lessor in relation to acquisition or continuing ownership of the
Aircraft and shall include any person acting as agent or security agent or
trustee for one or more Lenders; provided that any requirement in this Agreement
to give notices to or receive consents from the Lender shall be disregarded
until such time as the Lender has been granted a security interest in or
mortgage over the Aircraft and Lessee is so notified.

         "Lessee" means CSI Aviation Services, Inc., a New Mexico corporation,
and its permitted successors and assigns hereunder.

         "Lessee Documents" means this Lease, the Lease Supplement, the USMS
Agreement, the Maintenance Agreement, any acknowledgment of the Security
Documents, the Other Lease



                                       3
<PAGE>


Documents and all notices, consents, certificates, confirmations and other
documents from time to time issued or entered into by Lessee pursuant to or in
connection with any thereof.

         "Lessor" means First Union National Bank (successor to Meridian Trust
Company), not in its individual capacity but solely as Trustee under the Trust
Agreement, and its permitted successors and assigns thereunder and hereunder.

         "Lessor Liens" means Liens of any Person claiming by, through or under
Lessor or any prior owner or user of the Aircraft, which arise as a result of
(i) claims not related to the transactions contemplated by this Lease, (ii) any
act or omission of Lessor or any prior owner or user of the Aircraft which is
not related to the transactions contemplated by this Lease, or any act of Lessor
which is in violation of any of the express terms of this Lease, or (iii) claims
arising out of any transfer by Lessor of the Aircraft in violation of the
express terms of this Lease.

         "Lien" means any mortgage, pledge, lien, encumbrance, security interest
or claim of rights affecting title to or any possessory or ownership interest in
property.

         "Life Limited Part" means a Part having an accepted or recommended
Manufacturer or FAA limitation on the use of such Part.

         "Loan Agreement" means any agreement from time to time entered into
between Lessor and one or more Lenders providing financing to Lessor in relation
to the acquisition or continuing ownership of the Aircraft.

         "Maintenance Agreement" means the agreement between Lessee and Spirit
dated as of November 21, 2001 regarding the maintenance of the Aircraft and any
replacement maintenance and operation agreement entered into by Lessee and a
Maintenance Provider which agreement is approved in writing by Lessor.

         "Maintenance Provider" means a solvent IAR Part 121 certified air
carrier approved in writing by Lessor, or Spirit.

         "Maintenance Document" means the Manufacturer's recommended maintenance
program.

         "Maintenance Program" is defined in Section 8.1.

         "Manufacturer" means (i) with respect to the Airframe, The Boeing
Company, a Delaware corporation, and (ii) with respect to the Engines, United
Technologies Corporation, a Delaware corporation, Pratt & Whitney Aircraft
Commercial Engine Business, and their respective successors and assigns.

         "Officer's Certificate" means a certificate signed by the Chairman, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Person providing such certificate.



                                       4
<PAGE>


         "Other Lease" means that certain Aircraft Lease Agreement entered into,
or to be entered into, between Lessor and Lessee in respect of that certain
McDonnell Douglas DC-9-Series 82 Aircraft bearing manufacturer's serial number
48038.

         "Other Lease Documents" means the Lessee Documents as defined in the
Other Lease.

         "Overdue Interest Rate" means a rate of interest per annum equal to the
rate Bank of America, N.A. announces to be in effect from time to time as its
prime rate plus three percent calculated on the basis of a 365/366 day, as
appropriate, year and actual number of days elapsed.

         "Overhaul Payment Date" means the tenth day of each calendar month
during the Term commencing in the calendar month after the calendar month in
which the Delivery Date occurs and the Termination Date.

         "Overhaul Payments" shall have the meaning provided in Section 3.5.

         "Owner Participant" means Airlease and its successors and permitted
assigns under the Trust Agreement.

         "Parts" means all appliances, parts, components, instruments,
appurtenances, accessories, furnishings and other equipment of whatever nature
(other than complete Engines or engines) (i) which may from time to time be
incorporated in the Airframe or any Engine (other than a replaced Part to which
title has vested in Lessee pursuant to Section 8.2 hereof) or (ii) so long as
title thereto shall remain vested in Lessor in accordance with Section 8.2
hereof after removal therefrom, (and "Part" means any of the foregoing) .

         "Permitted Lien" means any Lessor Lien and the Security Documents.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Redelivery Location" shall have the meaning provided in Section 5.1.

         "Rent" means Basic Rent and Supplemental Rent.

         "Rent Payment Date" means the Delivery Date, the tenth day of each
calendar month during the Term and the last day of the Term.

         "Replacement Engine" means an engine which shall have been substituted
for an Engine leased hereunder pursuant to Section 10.2 and shall be of the same
make and model (or an improved model engine suitable for installation and use on
the Airframe).

         "Security" shall have the meaning provided in Section 3.6(a).

         "Security Documents" means any and all assignments by way of security
or mortgage entered into by Lessor of any or all of Lessor's right, title and
interest in and to the Aircraft, this



                                       5
<PAGE>


Agreement and/or the other Lessee Documents from time to time granted by Lessor
in favor of any Lender.

         "Stipulated Loss Value" with respect to the Aircraft means an amount
equal to Nine Million U.S. Dollars ($9,000,000).

         "Spirit" means Spirit Airlines, a Delaware corporation.

         "Supplemental Rent" means all amounts, liabilities and obligations
(other than Basic Rent) which Lessee assumes or agrees to pay to Lessor or any
other Person hereunder, including, without limitation, Stipulated Loss Value.

         "Tax Indemnitee" means the Indemnitees (other than the Lenders) and
each of their respective successors, assigns, transferees, directors, officers,
employees and agents.

         "Taxes" means all present and future taxes, levies, imposts, duties,
withholdings, fees or charges of any nature whatsoever, and wheresoever imposed,
including, without limitation, value added tax, consumption tax or any other tax
in respect of added value or any income (including, without limitation, gross
income, minimum, alternative minimum, capital gains income, gross receipts and
net receipts), franchise, transfer, sales, use, business, occupation, excise,
personal property, real property, stamp or other tax imposed by a taxing
authority of any country, or governmental subdivision thereof or therein or by
any international authority, together with any penalties, additions to tax,
fines or interest with respect to any of the foregoing; and "tax" and "taxation"
shall be construed accordingly.

         "Term" means the period commencing on the Delivery Date and expiring on
the Termination Date.

         "Termination Date" means the Expiry Date, or, if earlier, (i) the date
when Lessor receives the Stipulated Loss Value together with any other amounts
then due and unpaid under the Lessee Documents following a Total Loss of the
Aircraft, (ii) the date when Lessor terminates the leasing of the Aircraft to
Lessee pursuant to the terms hereof, or (iii) the date on which the leasing of
the Aircraft is terminated pursuant to Clause 3.1(b) or (c).

         "Trust Agreement" means the Trust Agreement dated as of July 10, 1986,
between the Owner Participant, Trust Company and Airlease Management Services,
Inc., as such Agreement has been amended or supplemented in accordance with its
terms.

         "Trust Company" means First Union National Bank (successor to Meridian
Trust Company), in its individual capacity.

         "USMS" means the United States Marshals Service.

         "USMS Agreement" means the Award/Contract dated October 2, 2001 between
USMS and Lessee relating to the Aircraft.

         Section 2.        DELIVERY AND ACCEPTANCE.



                                       6
<PAGE>


         2.1. DELIVERY AND LEASE OF AIRCRAFT. Subject to the conditions and
pursuant to the terms of this Lease, Lessor hereby agrees to deliver the
Aircraft on the Delivery Date and simultaneously to lease to Lessee hereunder,
and Lessee hereby agrees to lease and accept from Lessor hereunder, the
Aircraft. The Aircraft shall be delivered on or before November 24, 2001.
Delivery and acceptance of the Aircraft shall occur at the Delivery Location.
Lessor shall not be responsible for any loss or expense or any loss of profit
arising from any delay in the delivery of, or failure to deliver, the Aircraft
to Lessee under this Lease.

         2.2. CONFIRMATION; ACCEPTANCE BY LESSEE. By execution and delivery of
the Lease Supplement in respect of the Aircraft after the Delivery Flight,
Lessee will confirm to Lessor that Lessee has accepted the Aircraft for all
purposes hereof as being in good working order and repair and without defect in
condition, design, operation, merchantability or fitness for use, whether or not
discoverable by Lessee as of the date thereof, subject to any discrepancies set
forth on the list of mutually agreed discrepancies referred to in Section 2.5
hereof.

         2.3.     LESSOR'S CONDITIONS TO LEASE.  Lessor's obligation to lease
the Aircraft to Lessee shall be subject to the receipt by Lessor of the
following documents or other items on or before the Delivery Date for the
Aircraft, all of which shall be reasonably satisfactory in form and substance to
Lessor:

                  (a)      a Lease Supplement in the form of Exhibit "A" hereto,
duly authorized, executed and delivered by Lessee and effective as of the
Delivery Date;

                  (b)      copies of all documents evidencing corporate action
taken by the Lessee with respect to this Lease, the Lease Supplement and the
other Lessee Documents, and each other document required to be executed and
delivered by the Lessee in accordance with the provisions hereof and thereof,
and a copy of the resolutions of the board of directors of the Lessee, certified
by the Secretary or Assistant Secretary thereof, evidencing the due
authorization of the execution, delivery and performance of each such document,
together with an incumbency certificate as to the person or persons authorized
to execute and deliver such documents and the signature or signatures of such
persons;

                  (c)      an Officer's Certificate of Lessee stating that:

                           (i)      the representations and warranties contained
                  in Section 4.4 hereof and in the other Lessee Documents are
                  true and correct on and as of such date as though made on and
                  as of such time (except to the extent that such
                  representations and warranties relate solely to an earlier
                  date); and

                           (ii)     no event has occurred and is continuing,  or
                  would result from the lease of the Aircraft, which constitutes
                  a Lease Default or Lease Event of Default;

                  (d)      an opinion or letter signed by an independent
         insurance broker or by an insurer acceptable to Lessor as to the due
         compliance with the insurance provisions of Section 11 hereof with
         respect to the Aircraft, together with certificates evidencing the
         insurance as required by Section 11 hereof;



                                       7
<PAGE>


                  (e) an opinion of Crowe & Dunlevy or other counsel experienced
         in federal aviation matters, as to the due filing for recordation of
         the Lease and the Lease Supplement and as to such other matters as
         Lessor may reasonably request, addressed to Lessor;

                  (f)      Basic Rent due on the Delivery Date;

                  (g)      the USMS Agreement, duly authorized, executed and
         delivered by all parties thereto and effective as of the Delivery Date;

                  (h)      the Maintenance Agreement shall have been duly
         authorized, executed and delivered by all parties thereto and effective
         as of the Delivery Date; and

                  (i)      such other documents, opinions and certificates
         incident to the foregoing as Lessor may reasonably request.

         2.4.     LESSEE'S CONDITION TO LEASE.  Lessee's obligation to lease the
Aircraft from Lessor shall be subject to the following:

                  (a) the Aircraft shall have been tendered for delivery on the
         Delivery Date pursuant to Section 2.1, shall be registered in the
         United States and shall be in a condition to be put on an FAA Part 121
         operators certificate;

                  (b) the Aircraft shall have undergone immediately prior to the
         ferry flight contemplated by Section 2.5, the current phase of C-Check
         as defined in the Maintenance Document;

                  (c)      the Delivery Flight shall have been completed as
         described in Section 2.5.

                  (d) the Aircraft shall have no deferred maintenance items and
         shall be in compliance (without regard to permitted in compliance
         extensions) with all regulations, mandatory maintenance directives,
         airworthiness directives and Federal Air Regulations or other
         instructions of the FAA or other United States Governmental Authorities
         having jurisdiction in each case that are required with respect to the
         Aircraft;

                  (e)      the Aircraft shall be free and clear of all Lessor
         Liens, other than the Lien of the Trust Agreement;

                  (f)      the Aircraft shall be equipped as provided in
         Schedule 1, Part A, and the Aircraft shall be in serviceable condition
         with all Parts fully functional;

                  (g)      Lessee shall be reasonably satisfied with any
         correction of discrepancies found during the Delivery Flight or if such
         discrepancies do not affect airworthiness and are not corrected prior
         to delivery, a list of such discrepancies shall be attached to the
         Receipt for Lease Aircraft which is attached hereto as Exhibit B;



                                       8
<PAGE>


                  (h) Lessor shall have tendered for delivery to Lessee all
         logs, manuals, drawings, and data and inspection, modification and
         overhaul records in respect of the Aircraft specified in Schedule 1,
         Part B; and

                  (i) the USMS Agreement shall have been duly authorized,
         executed and delivered by all parties thereto and effective as of the
         Delivery Date.

         2.5.     INSPECTION; DELIVERY FLIGHT. Prior to the Delivery Flight,
Lessor shall make the Aircraft, records and logbooks available to Lessee at the
Delivery Location, so that Lessee may conduct, at Lessee's expense, a ground
inspection which shall include a technical inspection of the Aircraft, records
and logbooks. Promptly following the Ground Inspection, Lessor shall conduct, at
Lessor's cost and expense, a delivery check flight (the "Delivery Flight")
pursuant to standard test flight procedures, or other such procedures as the
parties agree. Lessee shall be permitted three representatives on the Delivery
Flight which shall not exceed two hours in length. The Delivery Flight may be
performed in conjunction with the ferry flight from the Delivery Location to
Phoenix, Arizona. At the conclusion of the Delivery Flight, Lessor and Lessee
shall prepare a list of mutually-agreed discrepancies, if any, arising during
the Delivery Flight. Lessor shall either promptly correct such discrepancies or
if the discrepancies do not affect the airworthiness of the Aircraft a list of
such discrepancies may be attached to the Receipt For Lease Aircraft which is
attached hereto as Exhibit B. Upon completion of the Delivery Flight and
satisfaction or waiver of the conditions precedent set forth in Sections 2.3 and
2.4, Lessee shall execute and deliver the Receipt for Lease Aircraft and Lessee
and Lessor shall execute the Lease Supplement, evidencing Lessee's acceptance of
the Aircraft hereunder.

         If the Delivery Flight reveals any discrepancies or damage, and the
cost of correcting any single discrepancy or item of damage would exceed $10,000
or the cost of correcting all discrepancies and damage would exceed $50,000,
Lessor may, at its option, elect to terminate this Lease. If Lessor elects to
terminate the Lease pursuant to the preceding sentence it shall reimburse Lessee
for its reasonable expenses incurred in connection herewith.

         Section 3.        TERM AND RENT; OVERHAUL PAYMENTS.

         3.1.     TERM.

         (a)      The Aircraft shall be leased hereunder for the Term.

         (b)      Lessee shall have the right to terminate the leasing of the
Aircraft under this Lease on stated termination date of the USMS Agreement (as
such termination dates shall be extended from time to time) by delivering to
Lessor not later than 30 days before either such termination date a written
notice specifying such termination date and stating that it is exercising its
right to terminate the leasing of the Aircraft pursuant to this Section 3.1(b).

         (c)      Lessor shall have the right to terminate the leasing of the
Aircraft under this Lease on any date on which the USMS Agreement terminates by
delivering to Lessee a written notice stating that it is exercising its right to
terminate the leasing of the Aircraft pursuant to this Section 3.1(c).


                                       9
<PAGE>


         (d)      Any notice delivered pursuant to Section 3.1(b) or (c) shall
be irrevocable, and shall be effective to terminate the leasing of the Aircraft
pursuant to the terms hereof.

         (e)      Lessee shall use all commercially reasonable efforts to extend
the term of the USMS Agreement through the Expiry Date; it being understood that
Lessee shall not be obligated to extend the term of the USMS Agreement (i) if
the expected revenues under the USMS Agreement during the extended term thereof
are not reasonably expected to be sufficient to cover the reasonably expected
costs of maintaining and insuring the Aircraft, to pay the Basic Rent (or such
lesser amount determined by Lessor in its sole discretion) and Supplemental Rent
(without duplication of the cost of maintaining the Aircraft) and to provide a
reasonable return to Lessee during such extended term. If Lessee elects to
terminate the leasing of the Aircraft under Section 3.1(b), for a period of one
year after completion of the Term, Lessee will not bid to directly or indirectly
supply aircraft to USMS unless Lessee shall make a good faith effort to lease an
aircraft of the type or size acceptable to USMS from Owner Participant on terms
substantially similar to the terms of this Agreement and at a fair market value
for such aircraft prior to entering into lease negotiations with any other
Person.

         3.2.     BASIC RENT.

         Lessee hereby agrees to pay to Lessor Basic Rent in advance by paying
to Lessor on each Rent Payment Date the Basic Rent Amount; provided that (i) the
Basic Rent due on the Delivery Date shall be an amount equal to the product of
the Basic Rent Amount and a fraction, the numerator of which is the number of
days from and including the Delivery Date to but excluding the next Rent Payment
Date and the denominator of which is 30 and (ii) the Basic Rent due on the
Termination Date shall be an amount equal to the product of the Basic Rent
Amount and a fraction, the numerator of which is the number of days from and
including the last Rent Payment Date before the Termination Date to but
excluding the Termination Date and the denominator of which is 30.

         3.3.     SUPPLEMENTAL RENT.

         Lessee also agrees to pay to Lessor, or to whomsoever shall be entitled
thereto, any and all Supplemental Rent when and as the same shall become due and
owing. Lessee shall also pay to Lessor, or to whomsoever shall be entitled
thereto, as Supplemental Rent, to the extent permitted by applicable law,
interest at the Overdue Interest Rate on any part of any installment of Basic
Rent not paid when due for any period from the date on which the same was due to
but excluding the date of payment in full and on any payment of Supplemental
Rent not paid when due to Lessor, or to whosoever shall be entitled thereto, as
the case may be, for the period from and including the date on which the same
was due to but excluding the date of payment. The expiration or other
termination of Lessee's obligation to pay Basic Rent hereunder shall not limit
or modify the obligations of Lessee with respect to Supplemental Rent.

         3.4.     PAYMENTS.

         Payments of Rent, Overhaul Payments and any and all other amounts
payable to Lessor hereunder shall be paid by wire transfer prior to 1:00 p.m.,
New York time, on the due date therefor, in immediately available funds of the
United States of America, to Bank of America,



                                       10
<PAGE>


NT&SA, ABA No. 121000358, Account No.: 12331-34432, Account of: Airlease Ltd.
Regarding: CSI Lease Payment, or as otherwise directed by Lessor in writing.
Except as otherwise expressly provided herein, whenever any payment of Rent or
other payment to be made hereunder shall be due on a day which is not a Business
Day, such payment shall be made on the next preceding day which is a Business
Day.

         3.5.     OVERHAUL PAYMENTS.

         On or before each Overhaul Payment Date, Lessee shall pay to Lessor as
Supplemental Rent the following amounts (such amounts, the "Overhaul Payments"):

                  (i)      the Airframe Payment Amount for each Flight Hour the
         Airframe is operated during the last calendar month before that
         Overhaul Payment Date ("Airframe Payments");

                  (ii)     the APU Payment Amount for each Flight Hour the
         Airframe is operated during the last calendar month before that
         Overhaul Payment Date ("APU Payments");

                  (iii)    the Engine Payment Amount for each Flight Hour for
         each Engine during the last calendar month before that Overhaul Payment
         Date (each, an "Engine Payment"); and

                  (iv)     the Gear Payment Amount in respect of the ship set of
         landing gear for each Flight Hour during the last calendar month before
         that Overhaul Payment Date ("Gear Payments");

provided that the Overhaul Payments due on the Termination Date shall also
include Overhaul Payments for operations carried by Lessee during the period
commencing at the end of the calendar month preceding the Termination Date
through to the Termination Date.

         Upon receipt of the Overhaul Payments, Lessor shall transfer the same
by wire transfer of immediately available funds of the United States of America
not later than 1:00 p.m., New York time on the due date thereof to the account
of Airlease at Bank of America, NT&SA, ABA No. 121000358, Account No.:
12331-34432, Account of: Airlease Ltd., Reference: CSI Aviation or as otherwise
directed by Airlease in writing.

         At the time Lessee pays the monthly Overhaul Payments to Lessor, Lessee
shall concurrently deliver to Lessor and Lessor an operating report in the form
attached as Exhibit D hereto.

         3.6.     SECURITY.

         (a)      INITIAL DELIVERY.

         On or before the Delivery Date, Lessee shall provide to Lessor an
irrevocable letter of credit satisfying the requirements of clause (c) of this
Section, (such letter of credit together with all other and further payments
made to Lessor under this Section, the "Security"). No interest will accrue or
be paid to Lessee in respect of the Security.



                                       11
<PAGE>


         (b)      APPLICATION. If Lessee fails to comply with any of its
obligations under any of the Lessee Documents or is otherwise in default
thereunder and, in either case, any applicable grace periods referred to in
Section 14 have expired, Lessor may apply all or any portion of the Security in
or towards satisfaction of any sums due to Lessor by Lessee or to compensate
Lessor for any sums that it may in its discretion advance or expend as a result
of any such failure or default by Lessee. If Lessor applies all or any portion
of the Security, it shall not be deemed a cure or waiver of any such failure or
default, and Lessee shall immediately, upon written demand therefor, pay to
Lessor as Supplemental Rent an amount equal to the amount so applied.

         (c)      LETTER OF CREDIT.

         The letter of credit provided as Security shall (i) be in a stated
amount equal to $250,000.00 aggregate for security under this Agreement and
under the Other Lease, (ii) permit multiple drawings thereunder in an aggregate
amount not to exceed such stated amount for application as provided in this
Section, (iii) have a term of not less than twelve months and (iv) otherwise be
substantially in the form of Exhibit E. Any such letter of credit shall be
issued by, or if confirmed, confirmed by, a financial institution whose
long-term unsecured debt is rated "A" or better by Moody's Investors Service or
Standard & Poors and must be presentable for drawing in New York. Not later than
fourteen days before the expiration date of any letter of credit held as
Security, Lessee shall either (i) pay to Lessor Supplemental Rent equal to
$250,000.00 or (ii) provide to Lessor a replacement letter of credit satisfying
the requirements of this clause (c) or an amendment to such letter of credit in
form and substance acceptable to Lessor extending the term thereof for not less
than twelve months. If either Moody's Investor's Service or Standard & Poor's
withdraw or suspend the ratings on the long-term unsecured debt of the financial
institution issuing the letter of credit or downgrade such debt to any rating
category below "A", not later than fourteen days after any such suspension,
withdrawal or downgrading, Lessee shall either pay to Lessor $250,000.00 or
provide to Lessor a replacement letter of credit satisfying the terms of this
clause (c), and upon receipt thereof, Lessor shall return the original letter of
credit to Lessee.

         3.7.     SET-OFF.

         At any time after the occurrence of a Lease Event of Default and as
long as the same is continuing, Lessor may set off any matured obligation owed
by Lessee under this Agreement or the other Lessee Documents against any
obligation (whether or not matured) owed by Lessor to Lessee, regardless of the
place of payment or currency. If the obligations are in different currencies,
Lessor may convert either obligation at the market rate of exchange available in
New York or at its option London for the purpose of the set-off. If an
obligation is unascertained or unliquidated, Lessor may in good faith estimate
that obligation and set off in respect of the estimated amount, in which case
when the obligation is ascertained or liquidated Lessor or Lessee may make a
payment to the other (as appropriate) in respect of any amount by which the
ascertained or liquidated amount differs from the estimated amount. Lessor will
not be obliged to pay any amounts to Lessee under this Agreement so long as any
sums which are then due from Lessee to Lessor under this Agreement or other
Lessee's Documents remain unpaid or any Lease Event of Default or Lease Default
is continuing, and any such amounts which would otherwise be due will fall due
only if and when Lessee has paid all such sums and cured to Lessor's
satisfaction all such Lease Events of Default or Lease Defaults, except to the
extent that Lessor



                                       12
<PAGE>


otherwise agrees or sets off such amounts against such payment pursuant to the
foregoing provisions.

         Section 4.        LESSOR'S WARRANTIES AND COVENANTS; DISCLAIMER; LESSEE
REPRESENTATIONS AND WARRANTIES.

         4.1.     WARRANTIES OF LESSOR.  Lessor warrants that:

         (a)      Trust Company is a national banking association duly organized
and validly existing under the laws of the United States of America, and this
Lease has been executed by an officer of Trust Company who is duly authorized to
do so in accordance with the terms of the Trust Agreement.

         (b)      The Trust Agreement is in full force and effect and Lessor is
duly and properly authorized to execute and deliver this Lease under the Trust
Agreement.

         (c)      Lessor has received and has complied with every necessary
consent, approval, order, or authorization of, or registration with, and has
given any prior notice to, any federal, state or foreign governmental authority
having jurisdiction to the extent required for the Lessor to execute and deliver
this Lease and the Lease Supplement to be executed and delivered on the Delivery
Date and to lease the Aircraft hereunder and thereunder.

         (d)      This Lease has been, and upon execution and delivery of the
Lease Supplement to be executed and delivered on the Delivery Date such Lease
Supplement will be, duly executed and delivered by Lessor and constitutes or
will constitute the legal, valid, and binding obligations of Lessor, enforceable
in accordance with their respective terms.

         (e)      There are no suits or proceedings pending or, to the knowledge
of Lessor, threatened in any court or before any regulatory commission, board or
other administrative governmental agency against or affecting Lessor, which, if
adversely determined, will have a materially adverse effect on the ability of
Lessor to lease the Aircraft.

         4.2.     LESSOR COVENANTS.

         (a)      QUIET ENJOYMENT. So long as Lessee shall not be in default
under the terms and provisions of this Lease, Lessor will not disturb, and will
not permit anyone claiming by, through or under Lessor to disturb, the Lessee's
quiet, peaceful use and enjoyment of the Aircraft.

         (b)      LESSOR OBLIGATIONS FOLLOWING TERMINATION DATE. Within five
Business Days after (i) redelivery of the Aircraft to Lessor in accordance with
and in the condition required by this Lease, or (ii) payment to Lessor of the
Stipulated Loss Value following an Event of Loss, or in each case such later
time as Lessor is satisfied that Lessee has irrevocably paid all amounts which
may then be outstanding or become payable under this Lease and the other Lessee
Documents, Lessor will return the Security paid or delivered to Lessor less
amounts applied pursuant to Section 3.6(b).

         (c)      LESSOR OVERHAUL CONTRIBUTIONS.  Lessor shall pay to Lessee:



                                       13
<PAGE>


                           (i)      in respect of a Q-Check performed in
accordance with the Maintenance Program during the Term, the lesser of (x) the
actual cost of performing such Q-Check and (y) the amount, if any, by which the
total Airframe Payments received by Lessor prior to the performance of such
Q-Check exceed the total amount, if any, previously paid to Lessee under this
clause (i);

                           (ii)     in respect of a full performance restoring
shop visit of an Engine and, the scheduled replacement of life-limited Parts for
an Engine, in each case performed in accordance with the Maintenance Program
during the Term, the lesser of (x) the actual cost of performing such shop visit
and life-limited Part replacement and (y) the amount, if any, by which the total
Engine Payments in respect of that Engine received by Lessor prior to the
performance of such shop visit and/or replacement exceeds the total amount, if
any, previously paid to Lessee in respect of that Engine pursuant to this clause
(ii) provided that any such payment in respect of life-limited Parts shall be
reduced pro-rata to reflect the value of the remaining life of the replaced
Parts;

                           (iii)    in respect of a full performance restoring
shop visit for the APU performed in accordance with the Maintenance Program
during the Term, the lesser of (x) the actual cost of performing such shop visit
and (y) the amount, if any, by which the total APU Payments received by Lessor
prior to such shop visit exceed the total amount, if any, previously paid to
Lessee pursuant to this clause (iii); and

                           (iv)     in respect of the scheduled overhaul of the
landing gear performed in accordance with the Maintenance Program during the
Term, the lesser of (x) the actual cost of performing such scheduled overhaul
and (y) the amount, if any, by which the total Gear Payments received by Lessor
prior to such scheduled overhaul exceed the total amount, if any, previously
paid to Lessee pursuant to this clause (iv).

         Lessor's obligation to make any payments under this Clause 4.2(c) shall
be conditioned upon receipt by Lessor within two months after the Termination
Date of invoices and proper documentation, satisfactory in form and substance to
Lessor, in support of the invoices and verifying that the work was completed in
accordance with the Maintenance Program. No payment shall be made under this
Clause 4.2(c) in respect of (i) work, repairs or replacements caused by
ingestion, faulty maintenance or installation, improper operations, misuse,
neglect or accidental cause, (ii) any cost which is recoverable under insurance
(deductibles being for the account of Lessee), manufacturer's or servicer's
warranties, guarantees, concessions or credits or from any third parties after
due diligence in affecting recovery or (iii) removal, installation, maintenance
and repair of QEC (Quick Engine Change).

         Lessor has appointed Owner Participant as agent for the purpose of
administering the Lessor's overhaul contributions. Owner Participant shall
maintain records reflecting receipt of Airframe Payments, the Engine Payments
for each Engine, the APU Payments and the Gear Payments and amounts paid under
this clause (c). Owner Participant's records shall be deemed correct absent
manifest error.

         4.3.     DISCLAIMER. (a) GENERAL. THE AIRCRAFT, WHEN DELIVERED AND
LEASED BY LESSOR TO LESSEE HEREUNDER, WILL BE LEASED "AS IS" AND



                                       14
<PAGE>

"WHERE IS." NEITHER LESSOR NOR OWNER PARTICIPANT HAS MADE AND SHALL NOT BE
DEEMED TO HAVE MADE, BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE OR
HAVING DONE OR FAILED TO DO ANY ACT OR ACQUIRED OR FAILED TO ACQUIRE ANY STATUS
UNDER OR IN RELATION TO THIS LEASE, AND LESSOR AND OWNER PARTICIPANT HEREBY
SPECIFICALLY DISCLAIM, ANY GUARANTY, REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE TITLE (EXCEPT AS HEREINBELOW PROVIDED), AIRWORTHINESS, VALUE,
CONDITION, DESIGN, OPERATION, MERCHANTABILITY, OR FITNESS FOR USE FOR A
PARTICULAR OR ANY PURPOSE OF THE AIRCRAFT, OR AS TO THE QUALITY OF THE MATERIAL
OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS
WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT,
TRADEMARK OR COPYRIGHT OR AS TO ANY OTHER GUARANTY, REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, INCLUDING WITHOUT
LIMITATION ANY LIABILITY IN TORT, OBLIGATION OR LIABILITY ARISING FROM
NEGLIGENCE, STRICT LIABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE OR DEALING OR USAGE OR TRADE, OR LOSS OR INTERRUPTION OF USE,
PROFIT, OR BUSINESS, OR OTHER CONSEQUENTIAL DAMAGES; AND LESSEE HEREBY WAIVES,
RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH
GUARANTY, REPRESENTATION OR WARRANTIES. NONE OF LESSOR, OWNER PARTICIPANT AND
ANY OTHER INDEMNITEE SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY
OTHER PERSON, REGARDLESS OF ANY NEGLIGENCE (OTHER THAN ITS OWN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT WHICH IS NOT ATTRIBUTABLE TO ITS INTEREST IN THE AIRCRAFT)
OF LESSOR, OWNER PARTICIPANT OR ANY OTHER INDEMNITEE, AND LESSEE HEREBY WAIVES,
RELEASES, RENOUNCES AND DISCLAIMS ANY RIGHTS OR REMEDIES, WITH RESPECT TO (i)
ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR
INDIRECTLY BY THE AIRCRAFT OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT
THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH, (ii) THE USE,
OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, (iii)
ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR DIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (iv) THE DELIVERY, OPERATION, SERVICING,
MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT. WITHOUT
LIMITING THE FOREGOING, THE WARRANTIES AND REPRESENTATIONS EXPRESSLY SET FORTH
BELOW IN THIS SECTION 4.3 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS
OR WARRANTIES WHATSOEVER WITH RESPECT TO THE AIRCRAFT, EXPRESS OR IMPLIED, AND
LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY OTHER IMPLIED WARRANTIES, OR
GUARANTEES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE, OR ANY IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR OR ANY USE, EXCEPT THAT: Lessor represents and warrants that, on the
Delivery Date, Lessor shall have the right to lease the Aircraft hereunder.



                                       15
<PAGE>


         (b)      DEFICIENCIES AND DELAYS. Lessee agrees that, from and after
the Delivery Date, Lessor shall not be liable for any liability, claim,
proceeding, loss, damage, fee, cost or expense of any kind caused directly or
indirectly by, or associated with, the Aircraft or any part thereof, any
inadequacy of the Aircraft for any purpose or any deficiency or defect therein,
the use or performance of the Aircraft, any maintenance, repairs, replacement or
modification to the Aircraft, any interruption or loss of service or use of the
Aircraft or any loss of business or other consequential damage or any damage
whatsoever, howsoever caused.

         (c)      REPAIRS AND REPLACEMENT. If the Aircraft or any part thereof
is lost, confiscated, damaged, destroyed or otherwise rendered unfit or
unavailable for use on or after the Delivery Date, Lessor shall not be liable to
repair the same or to supply any equipment in substitution therefor.

         4.4.     LESSEE'S REPRESENTATIONS AND WARRANTIES.  Lessee hereby makes
the following representations and warranties:

         (a)      Lessee is a corporation duly organized and validly existing in
good standing under the laws of the State of New Mexico and has the corporate
power and authority to carry on its business as presently conducted and to
perform its obligations under the Lease, the Lease Supplement and the other
Lessee Documents to be executed and delivered on or before the Delivery Date and
is duly qualified to do business as a foreign corporation in each jurisdiction
in which the nature of its business makes such qualification necessary;

         (b)      this Lease, the Lease Supplement and the other Lessee
Documents have been duly authorized by all necessary corporate action on the
part of Lessee, do not require any approval of the stockholders of Lessee or any
trustee or any holder of any indebtedness of Lessee, and neither the execution
and delivery hereof or thereof nor the consummation of the transactions
contemplated hereby or thereby nor compliance by Lessee with any of the terms
and provisions hereof or thereof will contravene its organizational documents or
any law or governmental rule or regulation applicable to Lessee or result in any
breach of, or constitute any default under, or result in the creation of any
Lien upon any property of Lessee under any indenture, mortgage, credit agreement
or other agreement or instrument to which Lessee is a party or by which Lessee
or its properties or assets may be bound;

         (c)      Lessee has received and has complied with every necessary
consent, approval, order, or authorization of, or registration with, and has
given any prior notice to, any federal, state or foreign governmental authority
having jurisdiction to the extent required for the Lessee to execute and deliver
this Lease, the Lease Supplement and the other Lessee Documents to be executed
and delivered on or before the Delivery Date and to perform its obligations
hereunder and thereunder;

         (d)      this Lease has been, and upon execution and delivery of the
Lease Supplement and the other Lessee Documents to be executed and delivered on
or before the Delivery Date such Lease Supplement and other Lessee Documents
will be, duly executed and delivered by Lessee and constitutes or will
constitute the legal, valid, and binding obligations of Lessee, enforceable in
accordance with their respective terms;



                                       16
<PAGE>


         (e)      there are no suits or proceedings pending or, to the knowledge
of Lessee, threatened in any court or before any regulatory commission, board or
other administrative governmental agency against or affecting Lessee, which,
could be reasonably expected to have a materially adverse effect on the current
business or financial condition of Lessee or an adverse effect on the ability of
Lessee to perform its obligations under the Lessee Documents;

         (f)      Lessee has filed or caused to be filed all tax returns which
are required to be filed by it, and has paid, caused to be paid or provided for
all taxes shown to be due or payable on said returns or on any assessment
received by Lessee, to the extent that such taxes have become due and payable
unless protected by appropriate legal proceedings;

         (g)      no action, including any filing or recording of any document
or taking possession thereof, is or will be necessary or advisable in order to
establish and perfect Lessor's title to and interest in the Aircraft in any
applicable jurisdiction within the United States of America;

         (h)      the chief executive office of Lessee is located at 3700 Rio
Grande NW, Suite 1, Albuquerque, New Mexico 87107, and Lessee will give Lessor
30 days' prior written notice of any change in such office;

         (i)      none of the documents furnished by Lessee to Lessor or Owner
Participant in connection with the transactions contemplated by this Lease
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein, as of the date made, not
misleading. There is no fact known by Lessee which Lessee has not disclosed to
Lessor or Owner Participant in writing which materially adversely affects or, as
far as Lessee can now reasonably foresee, can reasonably be expected to
materially adversely affect, the ability of Lessee to carry on its business and
perform its obligations under the Lessee Documents;

         (j)      Lessee is not in breach of any agreement to which Lessee is
now a party which breach can reasonably be expected to have a material adverse
effect on the business or financial condition of Lessee or an adverse effect on
the ability of Lessee to perform its obligations under this Lease; and

         (k)      no Lease Event of Default or Lease Default has occurred and is
continuing.

         Section 5.        RETURN OF AIRCRAFT.

         5.1.     GENERAL CONDITION UPON RETURN. Unless an Event of Loss with
respect to the Airframe shall have occurred, in which case Section 10.1 hereof
shall apply, at the end of the Term, Lessee will return the Aircraft to Lessor
by delivering the same to Kansas City or such other site as shall be mutually
agreed between Lessee and Lessor (the "Redelivery Location"). All costs and
expenses associated with the return of the Aircraft and compliance with this
Section 5 shall be for the account of Lessee, except as otherwise expressly
provided herein. At the time of such return, the Aircraft:

         (a)      shall be in compliance with the terms of this Lease in such
condition as qualifies it, without necessity of any repair, modification or
maintenance for (i) immediate issuance of a current and valid certificate of
airworthiness by, and registration with, the FAA, and (ii)




                                       17
<PAGE>

immediate operation in the United States in full compliance with United States
Federal Aviation Regulations Part 121;

         (b)      shall have undergone, immediately prior to redelivery, the
current phase of a C-Check as defined in the Maintenance Document in accordance
with Maintenance Program and all inspections required under the Maintenance
Document shall have been accomplished, and any deficiencies, including, without
limitation, routine items, non-routine items and all corrosion, known prior to
or revealed during such inspection will be corrected in accordance with
manufacturer's limits, guidelines and specifications;

         (c)      shall be free and clear of all Liens (except Lessor Liens);

         (d)      shall be in the interior configuration providing seating for
140 passengers and in condition suitable for operation in and compatible with
scheduled commercial airline passenger service in the United States, shall be
clean by United States commercial airline standards with all Parts, systems and
components operable and shall be in as good operating condition as when
delivered to Lessee hereunder, ordinary wear and tear excepted, and the seats
shall recline and the tray tables and ashtrays shall be installed;

         (e)      shall have installed thereon all Engines and each such Engine
has not less than 2,500 Flight Hours, 2,500 Cycles or one year (whichever is
less) remaining to the next expected removal for a shop visit, and no Engine or
module thereon shall be "on watch", subject to special or reduced inspection
internals or exhibit any adverse trends or indicate a rate of acceleration in
performance deterioration that is higher than normal based on Lessee's
maintenance experience;

         (f)      shall have had accomplished the ongoing corrosion prevention
procedures set forth in the Maintenance Program;

         (g)      shall be equipped with a full complement of Parts, accessories
and equipment as delivered, and (i) each and every hour/cycle limited component
or Part (including Life Limited Parts) shall have at least 2,500 Flight Hours or
2,500 Cycles remaining until the next expected shop visit or scheduled renewal
under Maintenance Program, whichever is the more limiting factor, (ii) each and
every calendar-limited component or Part shall have one year or one hundred
percent of its total approved life remaining, whichever is less; and (iii)
"on-condition" and "conditioned monitored" components shall be serviceable.

         (h)      shall at the time of such return have no deferred maintenance
items and shall be in compliance (without regard to permitted compliance
extensions) with all regulations, mandatory maintenance directives, service
bulletins, airworthiness directives and Federal Air Regulations or other
instructions of the FAA or other United States governmental authorities having
jurisdiction in each case that have an effective date for compliance prior to
the Termination Date or falling due within twelve months (or the equivalent
number of Flight Hours or Cycles based on Lessee's utilization for the prior
twelve months) thereafter, and, in the event that any such directives, service
bulletins, regulations or instructions require terminating action as the only
option of compliance, Lessee shall have completed such termination action; and

         (i)      shall have any markings of Lessee or any sublessee painted
over in a workmanlike manner and the exterior shall be cleaned to U.S.
commercial airline standards.



                                       18
<PAGE>


         5.2.     MANUALS, ETC. At the expiration or termination of this Lease,
Lessee shall deliver or cause to be delivered to Lessor all logs, manuals,
drawings and data and inspection, modification and overhaul records in respect
of the Aircraft, referred to in Schedule 1, Part B, any records required to be
maintained hereunder and under applicable rules and regulations of the FAA and
any other records maintained by Lessee. Such logs, manuals, drawings, data and
records shall be sufficient to permit (i) immediate issuance of a current and
valid certificate of airworthiness by, and registration with the FAA and (ii)
immediate operation in the United States in full compliance with FAR Part 121.

         5.3.     FAILURE TO RETURN AIRCRAFT OR ENGINES. If Lessee shall,for any
reason whatsoever, fail to return the Aircraft or any Engine at the time
specified herein, the obligations of Lessee as provided in this Lease shall
continue in effect with respect to the Aircraft or such Engine until such
Aircraft and such Engine is redelivered and accepted by Lessor in the condition
required by Section 5, except that Basic Rent shall be payable on demand for
each day on and after the time specified herein for return in an amount equal to
the Basic Rent Amount plus fifty percent divided by thirty. This Section 5.3
shall not be construed as permitting Lessee to fail to meet its obligations to
return the Aircraft or such Engine in accordance with the requirements of this
Lease or constitute a waiver of a Lease Default or Lease Event of Default.

         5.4.     INSPECTION FLIGHT. Prior to return of the Aircraft to Lessor,
Lessee shall make the Aircraft, records and log books available to Lessor at the
location where the redelivery C-Check is performed, and Lessor shall be entitled
to conduct, at Lessor's expense, a ground inspection of the Aircraft and, at
Lessor's expense, a borescope inspection of each of the Engines. In the event
that such borescope inspection reveals any damage to any Engine, the Lessee
shall, at Lessee's expense, promptly correct or have corrected any such damage.
Lessee shall also conduct, at its expense, a test flight of the Aircraft, which
flight shall not exceed two hours in length, which at Lessee's sole discretion
may be the positioning flight to the Redelivery Location or a storage location.
Lessor shall be permitted to have three of its representatives present on such
flight. The test flight shall be flown using the standard flight test procedures
referred to in Section 2.5 (or such other procedures as the parties shall agree)
for checking the operation of aircraft and engines of such types and their
systems. If such flight test reveals any discrepancies from the condition
required by this Section 5 (other than such discrepancies which were waived by
Lessee on the Delivery Date and indicated on the Receipt for Lease Aircraft
signed on the Delivery Date), Lessee shall, at its expense, promptly correct or
have corrected any such discrepancies which are specified in writing by Lessor.

         5.5.     STORAGE.  At the end of the Term, at the written request of
Lessor, Lessee will assist Lessor in arranging storage facilities for the
Aircraft. Lessor will bear all costs of storage.

         Section 6.        LIENS.

         Lessee will not directly or indirectly create, incur, assume or suffer
to exist any Lien on or with respect to the Aircraft, the Airframe or any
Engine, title thereto or any interest therein or in this Lease or any interest
of Lessor in any Rent or other amounts payable by Lessee hereunder except
Permitted Liens. Lessee will promptly take (or cause to be taken) such action as
may be necessary duly to discharge any such Lien not excepted above if the same
shall arise at any time.



                                       19
<PAGE>


         Section 7.        REGISTRATION, OPERATION, POSSESSION, SUB-LEASING AND
RECORDS.

         7.1.     REGISTRATION AND OPERATION.

         (a)      REGISTRATION. Lessee shall insure that at all times during the
Term the Aircraft will remain duly registered in the name of Lessor with the
FAA; PROVIDED, that the Lessee shall have no obligation under this Section
7.1(a) to the extent such failure to remain so registered is attributable to the
Lessor's failure to be a "citizen of the United States" within the meaning of
Section 101(16) of the Act. Lessor agrees that it will not reregister the
Aircraft in another jurisdiction during the Term and that it will not sell,
assign or transfer any of its rights hereunder in or to any Person if, as a
result of such sale, assignment or transfer, the Aircraft would no longer be
owned by a "citizen of the United States" within the meaning of Section 101(16)
of the Act.

         (b)      NAMEPLATE. Lessor agrees to affix and Lessee agrees to
maintain in the cockpit of the Aircraft and on each Engine in a clearly visible
location, a nameplate bearing the following legend: "Owned by First Union
National Bank, not in its individual capacity but solely as Trustee, Owner and
Lessor," or such other legend as may be required by Lessor.

         (c)      COMPLIANCE WITH LAWS. Lessee agrees that it will not use or
operate, or permit the use or operation of, the Aircraft, Airframe or any Engine
in violation of any law or any rule, regulation or order of the FAA or any
federal, state or foreign governmental authority having jurisdiction or in
violation of any airworthiness certificate, license or registration relating to
the Aircraft, Airframe or any Engine issued by any such authority.

         (d)      OPERATION; INSURANCE REQUIREMENTS. Lessee agrees to operate,
use and locate the Aircraft, or permit the aircraft to be operated, used and
located, only in charter operations in those areas not precluded by aviation or
United Nations Sanctions or prohibited by United States laws and further agrees
not to operate, use or locate the Aircraft, Airframe or any Engine, or suffer
the Aircraft, Airframe or any Engine to be operated, used or located, (i) in any
area excluded from coverage by the insurance required by the terms of Section
11, or (ii) in any recognized or threatened area of hostilities unless fully
covered by war-risk insurance satisfying the terms of Section 11, or (iii) in
any country with which the United States does not maintain normal diplomatic
relations, unless it shall have received the prior written consent of Lessor.

         7.2.     POSSESSION. i) EXCEPT AS PROVIDED IN THE USMS AGREEMENT OR THE
MAINTENANCE AGREEMENT, LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
LESSOR, SUBLEASE OR OTHERWISE IN ANY MANNER DELIVER, TRANSFER OR RELINQUISH
POSSESSION OF THE AIRCRAFT, AIRFRAME OR ANY ENGINE OR INSTALL ANY ENGINE, OR
PERMIT ANY ENGINE TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME;
provided, however, that, so long as no Lease Default or Lease Event of Default
shall have occurred and be continuing, Lessee may, without such prior written
consent:

         (i) TESTING AND SERVICE. Deliver possession of any Aircraft, Airframe
or Engine, or Part thereof, to the Manufacturer for testing or other similar
purposes, to any organization for service, or for alterations or modifications
in or additions to the Aircraft, Airframe or any



                                       20
<PAGE>


Engine, provided that all maintenance, repair, overhaul, alteration and
modification work shall be performed by FAA - approved organizations using FAA -
approved source material;

         (ii) INSTALLATION OF ENGINES. Install or permit to be installed an
Engine on an airframe owned by Lessee free and clear of all Liens, except
Permitted Liens and those which apply only to the engines (other than Engines),
appliances, parts, instruments, appurtenances, accessories, furnishings and
other equipment (other than Parts) installed on such airframe (but not to the
airframe as an entirety);

         (iii) INSTALLATION OF ENGINES ON OTHER AIRFRAMES. Install or permit to
be installed an Engine on an airframe leased to, or purchased by, Lessee subject
to a lease, conditional sale, trust indenture or other security agreement, but
only if (A) such airframe is free and clear of all Liens, except the rights of
the parties to the lease, conditional sale, trust indenture or other security
agreement covering such airframe and Permitted Liens and (B) Lessor shall have
received from the lessor, conditional seller, indenture trustee or secured party
of such airframe an agreement (which may be the lease, conditional sale, trust
indenture or other security agreement covering such airframe) whereby such
lessor, conditional seller, indenture trustee or secured party expressly agrees
that neither it nor its successors or assigns will acquire or claim any right,
title or interest in any Engine by reason of such Engine being installed on such
airframe at any time while such Engine is subject to this Lease or is owned by
Lessor;

                  (iv)     TRANSFER TO THE UNITED  STATES  GOVERNMENT.  Transfer
possession of the Airframe or any Engine to the United States or any
instrumentality or agency thereof in accordance with the Civil Reserve Air Fleet
Program authorized under 10 U.S.C. Sec. 9511 ET SEQ.; and

PROVIDED FURTHER WITH RESPECT TO THIS SECTION 7.2 (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE (IV) ABOVE) THAT:

         (1)      the rights of any transferee who receives possession by reason
of a transfer permitted by this Section 7.2 shall be subject and subordinate to
all the terms of this Lease and to Lessor's rights, powers and remedies under
this Lease, including the rights to repossession pursuant to Section 15 hereof;

         (2)      Lessee shall remain primarily liable hereunder for the
performance of all the terms of this Lease to the same extent as if such
transfer had not occurred;

         (3)      no permitted transfer or other relinquishment of possession
permitted hereunder shall affect the registration of the Aircraft or shall
permit any action not permitted under this Lease; and

         (4)      all necessary action shall be taken which is required to
continue the perfection of Lessor's title and interest in and to such Aircraft,
Airframe and Engines, and Lessor's rights under this Lease.

Lessor hereby agrees for the benefit of any lessor, conditional seller,
indenture trustee or secured party of any engine leased to or purchased by
Lessee which may be installed on an Airframe that Lessor will not acquire or
claim, as against such lessor, conditional seller, indenture trustee or



                                       21
<PAGE>


secured party, any right, title or interest in any engine (other than an Engine)
as the result of such engine being installed on the Airframe at any time while
such engine is subject to such lease, conditional sale, trust indenture or other
security agreement and owned by such lessor or conditional seller or subject to
a trust indenture or security interest in favor of such indenture trustee or
secured party. Lessee agrees that it will give the Lessor prior written notice
of its intent to (A) remove any Engine from the Airframe or (B) install any
engine on the Airframe.

         (b)      Except to the extent inconsistent with the rules and
regulations applicable to the Civil Reserve Air Fleet Program, Lessee will cause
the USMS Agreement and any sublease or other agreement relating to the operation
or use of the Aircraft to which Lessor has consented pursuant to Section 7.2(b)
to contain a clause substantially to the effect of the following:

         "Anything in this agreement to the contrary notwithstanding, the
sublessee's rights hereunder to the possession, use and enjoyment of the
Aircraft shall be subject and subordinate to the Aircraft Lease Agreement dated
as of November 21, 2001 (the "Primary Lease") among First Union National Bank,
as Trustee (in this Section __ called the "Primary Lessor"), Airlease Ltd. and
the sublessor hereunder, in respect of the Aircraft, and the sublessee confirms
and agrees that this agreement is in all respects subject and junior to the
Primary Lease. Upon notice to the sublessee hereunder by the Primary Lessor that
a Lease Event of Default (as defined in the Primary Lease) has occurred and is
continuing, the Primary Lessor may terminate this agreement and require prompt
delivery by the sublessee of the Aircraft to the Primary Lessor, in accordance
with the provisions of Section 5 of the Primary Lease. Unless the sublessee
shall have received any such written notice from the Primary Lessor terminating
this sublease, the sublessee shall be and remain fully obligated hereunder
notwithstanding the continuance of any Lease Event of Default under the Primary
Lease."

         7.3.     RECORDS AND REPORTS.  Lessee shall:

         (a)      RECORDS.  Maintain or cause to be maintained in English all
records, logs and other materials generally required by the FAA and any other
governmental authority having jurisdiction to be maintained in respect of the
Aircraft, the Airframe and each Engine; and

         (b)      INFORMATION AND REPORTS. Promptly furnish or cause to be
furnished to Lessor such information as may be required to enable Lessor to file
any reports, including tax returns, required to be filed by Lessor with any
governmental authority because of Lessor's ownership of the Aircraft, Airframe
or any Engine or because of receipt of Rent.

         Section 8.        MAINTENANCE; REPLACEMENT AND POOLING OF PARTS;
ALTERATIONS, MODIFICATIONS AND ADDITIONS.

         8.1.     MAINTENANCE.

         Lessee shall maintain, service, repair, overhaul, alter, modify, add to
and test or cause to be maintained, serviced, repaired, overhauled, altered,
modified, added to and tested the Aircraft, the Airframe and each Engine, and
each other engine installed from time to time on the Airframe, in accordance
with a maintenance program for the Aircraft, Airframe and Engines which shall
comply with the Maintenance Document (the "Maintenance Program"), so as to keep
the Aircraft, the Airframe and each Engine in as good operating condition as
when delivered to



                                       22
<PAGE>

Lessee hereunder, ordinary wear and tear excepted, in the same manner as used by
Lessee with other aircraft owned or operated by Lessee and so as to keep the
Aircraft in such operating condition as may be necessary to enable the
airworthiness certificate for the Aircraft to be maintained in good standing at
all times under the applicable rules and regulations of the FAA and any other
applicable law. Lessee will procure compliance with all service, inspection,
maintenance, repair and overhaul regulations, directions and instruments which
are made mandatory by the FAA or any other governmental authority upon operation
of McDonnell Douglas DC-9-Series 82 aircraft and/or Pratt & Whitney JT8D-217
engines. Lessee further agrees that the Aircraft, Airframe and Engines will be
maintained in compliance with all laws, rules, regulations and orders of each
government or governmental authority having jurisdiction over the maintenance of
the Aircraft and in compliance with each applicable airworthiness certificate,
license and registration relating to the Aircraft, Airframe or any Engine issued
by any such authority. In addition, Lessee will procure that the Aircraft is
maintained such that it would qualify for immediate operation in the United
States under FAR Part 121.

         8.2.     REPLACEMENT OF PARTS. Lessee, at its sole cost and expense,
will promptly replace or cause the replacement of all Parts which may from time
to time be incorporated in the Aircraft, Airframe or any Engine and which may
from time to time become worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or permanently rendered unfit for use for any reason. In
addition, Lessee may remove in the ordinary course of maintenance, service,
repair, overhaul or testing any Parts as permitted by Section 8.1, whether or
not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair or permanently rendered unfit for use; provided, however, Lessee, at its
own cost and expense, will replace such Parts as promptly as possible. All
replacement Parts shall be free and clear of all Liens (except for Permitted
Liens) and shall be in good operating condition and have a value and utility at
least equal to the Parts replaced assuming such replaced Parts were in the
condition and repair required to be maintained by the terms hereof. All Parts at
any time removed from the Aircraft, Airframe or any Engine shall remain the
property of Lessor no matter where located, until such time as such Parts shall
be replaced by Parts which have been incorporated in the Aircraft, Airframe or
such Engine and which meet the requirements for replacement Parts specified
above. Immediately upon any replacement Part which satisfies the requirements
for replacement Parts specified above becoming incorporated in the Aircraft,
Airframe or such Engine as above provided, without further act, (i) title to the
replaced Part shall thereupon vest in Lessee free and clear of all rights of
Lessor and the replaced Part shall no longer be deemed a Part hereunder, (ii)
title to such replacement Part shall thereupon vest in Lessor (subject only to
Permitted Liens), and (iii) such replacement Part shall become subject to this
Lease and be deemed part of an Aircraft, Airframe or such Engine for all
purposes hereof to the same extent as the Parts originally incorporated in such
Aircraft, Airframe or Engine.

         8.3.     POOLING OF PARTS. Any Part removed from the Aircraft, Airframe
or any Engine as provided in Section 8.2 may be subjected by Lessee to a normal
pooling arrangement customary in the U.S. commercial airline industry entered
into in the ordinary course of business of Lessee, so long as a Part replacing
such removed Part shall be incorporated in such Aircraft, Airframe or Engine in
accordance with Section 8.2 as promptly as possible after the removal of such
removed Part. In addition, any replacement Part when incorporated in such
Aircraft, Airframe or such Engine in accordance with Section 8.2 may be owned by
any air carrier subject to such a normal pooling arrangement, so long as Lessee,
as promptly thereafter as reasonably possible, either (i)



                                       23
<PAGE>


causes title to such replacement Part to vest in Lessor in accordance with
Section 8.2 by Lessee acquiring title thereto for the benefit of, and
transferring such title to, Lessor free and clear of all Liens (except Permitted
Liens), or (ii) replaces such replacement Part by incorporating in the Aircraft,
Airframe or such Engine a further replacement Part owned by Lessee free and
clear of all Liens (except Permitted Liens) and by causing title to such further
replacement Part to vest in Lessor in accordance with Section 8.2.

         8.4.     ALTERATIONS, MODIFICATIONS AND ADDITIONS. Lessee shall make or
cause to be made, at its own expense, such alterations and modifications in and
additions to each Aircraft, Airframe and Engine as may be required from time to
time to meet the standards of the FAA or other governmental authority (domestic
or foreign) having jurisdiction and to enable the airworthiness certificate for
the Aircraft to be maintained in good standing at all times under the applicable
rules and regulations of the FAA and any other governmental authority having
jurisdiction. In addition, upon written consent of Lessor, Lessee, at it own
cost and expense, may, from time to time make such alterations and modifications
in and additions to the Aircraft, Airframe or any Engine as Lessee may deem
desirable in the proper conduct of its business, including without limitation,
removal of Parts which Lessee deems obsolete or no longer suitable or
appropriate for use in the Aircraft, Airframe or such Engine; provided, however,
that no such alteration, modification or addition shall diminish the value,
remaining useful life, or utility of the Aircraft, Airframe or such Engine, or
impair the airworthiness thereof, below the value, remaining useful life,
utility, and airworthiness thereof immediately prior to such alteration,
modification or addition assuming the Aircraft, Airframe or such Engine was then
of the value or utility and in the condition required to be maintained by the
terms of this Lease. Title to all Parts on the Aircraft, Airframe or Engine as
the result of such alteration, modification or addition shall, without further
act, vest in Lessor. Notwithstanding the foregoing sentence of this Section 8.4,
so long as no Lease Default or Lease Event of Default shall have occurred and be
continuing, Lessee may, at any time during the Term, remove any Part if (i) such
Part is in addition to, and not in replacement of or substitution for, any Part
originally incorporated in any Aircraft, Airframe or Engine at the time of
delivery thereof hereunder or any Part in replacement of or substitution for any
such Part, (ii) such Part is not required to be incorporated in such Aircraft,
Airframe or Engine pursuant to the terms of this Section 8, and (iii) such Part
can be removed from such Aircraft, Airframe or Engine without diminishing or
impairing the value or airworthiness required to be maintained by the terms of
this Lease which the Aircraft, Airframe or such Engine would have had at such
time had such alteration, modification or addition not occurred. Upon the
removal by Lessee of any Part as above provided, title thereto shall, without
further act, vest in Lessee and such Part shall no longer be deemed part of such
Aircraft, Airframe or Engine from which it was removed. Any Part not removed by
Lessee as above provided prior to the return of such Aircraft, Airframe or
Engine to Lessor hereunder shall remain the property of Lessor.

         Section 9.        INDEMNIFICATION.

         9.1.     GENERAL INDEMNITY.

         (a)      Lessee agrees to indemnify, reimburse, and hold harmless each
Indemnitee from and against any and all claims, damages, losses, liabilities
(including, without limitation, any claim or liability for strict liability in
tort or otherwise imposed), obligations, demands, suits,



                                       24
<PAGE>


judgments, causes of action, legal proceedings, whether civil, criminal or
administrative, penalties, fines, other sanctions, and all costs and expenses of
any nature whatsoever, including attorney's fees and expenses (any and all of
which are hereafter referred to as "Losses") which in any way at any time may
result from, pertain to, or arise out of, the Aircraft, this Lease or any other
Lessee Document, the lease of the Aircraft by Lessor to Lessee under the Lease,
the breach of any representation, warranty or covenant made by Lessee hereunder
or the condition, ownership, manufacture, purchase, delivery, non-delivery,
acceptance, rejection, possession, return, disposition, subleasing, use or
operation, maintenance, service, repair, overhaul, construction, design
(including, without limitation, latent and other defects whether or not
discovered or discoverable by the Indemnitee, and, with respect to any Part
installed on the Aircraft by Lessee, any claim for patent, trademark or
copyright infringement), or acceptance (in each and every case) of the Aircraft
or Airframe, any Engine or Part either in the air or on the ground, or any
defect in the Aircraft arising from the material or any articles used therein or
from the design, testing or use thereof or from any maintenance, service,
repair, overhaul or testing of the Aircraft or any Airframe, Engine or Part
regardless of when such defect shall be discovered, whether or not such Aircraft
or any Airframe, Engine or Part is at the time in the possession of Lessee and
whether it is in the United States of America or any other country.

         The indemnities contained in this Section 9.1 shall continue in full
force and effect notwithstanding the expiration or other termination of the
Lease and are expressly made for the benefit of and shall be enforceable by each
Indemnitee.

         (b)      The indemnity set forth above shall not extend to any Loss
with respect to any Indemnitee (A) to the extent that such Loss is caused by
acts or events which occur after the end of the Term provided that Lessee has
fully complied with all the terms of the Lease and such Loss is unrelated to
acts, omissions, events, incidents or circumstances occurring or existing before
the end of the Term, (B) which is a Tax, whether or not Lessee is required to
indemnify therefor pursuant to Section 9.2, (C) to the extent such Loss is
attributable to any Lessor Lien or the gross negligence or wilful misconduct of
an Indemnitee (other than any negligence imputed to such Indemnitee as a result
of its interest in the Aircraft or the acts or omissions of any person other
than such Indemnitee) or from any misrepresentation or breach of or failure to
comply with or perform any obligations of such Indemnitee contained in this
Lease, (E) resulting from any disposition by an Indemnitee of any of its
interest in the Aircraft, the Airframe, any Engine or the Lease other than a
disposition resulting from the exercise of remedies under the Lease by Lessor
while a Lease Event of Default has occurred and is continuing, or (F) to the
extent such a Loss actually occurred prior to the commencement of the Term and
is unrelated to acts, omissions, events, incidents or circumstances occurring or
existing after commencement of the Term and before Aircraft ceases to be subject
to the Lease.

         (c)      The Lessee further agrees that, notwithstanding the exceptions
in paragraph (b) above, any indemnity under Section 9.1 shall include any amount
necessary to hold the Indemnitee harmless from all Taxes required to be paid by
such Indemnitee with respect to the receipt or accrual of such indemnity.

         (d)      If any Indemnitee entitled to indemnity hereunder has
knowledge of any liability hereby indemnified against, it shall give prompt
written notice thereof to Lessee, but the failure to give such notice shall not
affect the obligations of Lessee hereunder (except to the extent that



                                       25
<PAGE>


Lessee is materially prejudiced in the exercise of its right to contest and
prevail in the contest of such claim as a result of such failure). If Lessee has
actual knowledge of any liability hereby indemnified against, it shall give
prompt written notice thereof to the party entitled to be indemnified, but the
failure to give such notice shall not affect the obligations of Lessee
hereunder. Lessee shall be entitled, at its sole cost and expense, acting
through counsel reasonably acceptable to the respective Indemnitee, to assume
responsibility for and control of such judicial or administrative proceeding.
Notwithstanding the foregoing, Lessee shall not be entitled to assume
responsibility for and control of any such judicial or administrative
proceedings, but shall nonetheless be responsible for the costs thereof, (w)
while a Lease Event of Default under the Lease shall have occurred and be
continuing, (x) if such proceedings will involve any material danger of the
sale, forfeiture or loss of the Aircraft or any part thereof, (y) if in the
written opinion of counsel to such Indemnitee an actual or potential material
conflict of interest exists where it is advisable for such Indemnitee to be
represented by separate counsel or (z) if such Indemnitee has been indicted or
otherwise charged in a criminal complaint and such Indemnitee desires to be
represented by separate counsel. The Indemnitee may participate at its own
expense and with its own counsel in any judicial proceeding controlled by the
Lessee pursuant to the preceding provisions.

         (e)      Upon payment of indemnification of any amount pursuant to this
Section 9.1, Lessee shall be subrogated to any claims the Indemnitee may have
relating thereto. The Indemnitee agrees to cooperate with Lessee to permit
Lessee to pursue such claims.

                  (f)      In the event that Lessee shall have paid an amount to
an Indemnitee pursuant to this Section 9.1, and such Indemnitee subsequently
shall be reimbursed in respect of such amount from any other Person, such
Indemnitee shall promptly pay to Lessee an amount equal to the amount of such
reimbursement net of all expenses incurred in obtaining the same (but in no
event shall this amount paid by an Indemnitee be in excess of the payment by
Lessee pursuant to this Section 9.1).

         9.2.     GENERAL TAX INDEMNITY.

         (a)      Lessee agrees that each payment of Rent shall be free of any
withholdings whatsoever, and in the event that any withholding is required,
Lessee shall pay an additional amount of Rent such that after the deduction of
all amounts required to be withheld, the net amount of Rent actually received by
each Tax Indemnitee shall equal, on an after tax basis, the amount of Rent that
would be due absent such withholding. Lessee further agrees on written demand to
pay, and to indemnify and hold each Tax Indemnitee harmless from, all Taxes (and
all costs and expenses incurred in connection with the payment or contest of
Taxes) which are imposed by any Federal, state or local government or taxing
authority in the United States of America or by any foreign government or any
taxing authority or governmental subdivision of a foreign country or of a
territory or possession of the United States or any international authority upon
Lessor, Lessee or the Aircraft with respect to, based upon or measured by (i)
the cost or value of the Aircraft or any Part thereof, or interest therein, (ii)
the manufacture, purchase, ownership, delivery, leasing, possession, use,
operation, sale, subleasing, rental, retirement, abandonment, registration,
preparation, installation, modification, repair, maintenance, replacement,
transportation, storage, transfer of title, return or other disposition of the
Aircraft, the Airframe, any Engine, or any Part thereof or interest therein,
(iii) the rentals, receipts or



                                       26
<PAGE>


earnings arising from the Lease or (iv) otherwise in connection with this Lease
and the transactions contemplated hereby. Notwithstanding the preceding
sentence, Lessee shall have no liability to a Tax Indemnitee pursuant to this
Section 9.2 with respect to:

                           (A)      Taxes based on or measured by the net income
of such Tax Indemnitee; provided, however, that, notwithstanding the foregoing
exclusion, there shall not be excluded any Taxes imposed by any jurisdiction
(other than the United States Federal Government unless due to the replacement,
repair or pooling of any part of the Aircraft) which are imposed directly as a
result of the activities in or payments being made from such jurisdiction of
Lessee or any operator, sublessee or other user of the Aircraft, the presence of
the Aircraft in such jurisdiction, or the Lessee's incorporation or tax
residence or domicile in such jurisdiction, or

                           (B)      any Taxes imposed as a result of a
disposition by such Tax Indemnitee of the Aircraft, any Engine, or any Part, or
any interest in any of the foregoing, or any interest in the Rent, unless such
disposition shall have occurred at any time while a Lease Default or a Lease
Event of Default shall have occurred and be continuing or results from any
exercise of any of the remedies as provided in or permitted by this Lease or
applicable law or results from a replacement of the Airframe or Engines or any
Part pursuant to this Lease.

         (b)      The Lessee further agrees that, notwithstanding the exceptions
in paragraph (a) above, any indemnity under Section 9.1 or this Section 9.2
shall include any amount necessary to hold the Tax Indemnitee harmless from all
Taxes required to be paid by such Tax Indemnitee with respect to the receipt or
accrual of such indemnity.

         (c)      In case any report or return is required to be made with
respect to any obligation of Lessee under this Section 9.2, Lessee either shall
make such report or return in such manner as will show the interest of the
Lessor in the Aircraft, or shall promptly notify the Lessor of such requirement
and shall make such report or return in such manner as shall be directed by the
Lessor. All costs and expenses (including legal and accountants' fees) of
preparing any such return or report shall be borne by Lessee. Lessee further
agrees to promptly provide each Tax Indemnitee with any information reasonably
requested by such Tax Indemnitee in connection with preparation of such Tax
Indemnitee's tax returns.

         (d)      Contest.

         (1)      NOTICE OF CLAIM. If a written claim is made against a Tax
Indemnitee for Taxes with respect to which the Lessee is or may be liable for
payment or indemnity hereunder (a "Claim"), such Tax Indemnitee shall give the
Lessee prompt written notice of such Claim after its receipt and shall furnish
the Lessee with any requests for information it receives with respect to such
Claim. Without prejudice to any other rights the Lessee may have in connection
therewith, the failure of a Tax Indemnitee to provide such notice shall not
affect the Lessee's obligations hereunder except to the extent that such failure
prevents the Tax Indemnitee or the Lessee from contesting such Claim.

         (2)      MANNER OF CONTEST. If the Lessee within thirty (30) days after
notification requests in writing, the Tax Indemnitee shall in good faith, with
due diligence and at Lessee's


                                       27
<PAGE>


expense, contest in the name of the Tax Indemnitee, or if permitted by law and
so requested by the Lessee, permit the Lessee to contest in the name of the
Lessee but only if (i) the tax is not (x) reflected in a return with other taxes
of the Tax Indemnitee unrelated to the transactions contemplated by the
Operative Documents or (y) an income tax, (ii) the contest may be brought solely
in the Lessee's name, (iii) no tax return of such Tax Indemnitee will be held
open as a result of such contest, and (iv) such contest does not involve any
material risk of the sale, forfeiture or loss of the Aircraft, the validity,
applicability or amount of such Claim by:

                  (a)      resisting payment thereof, if practical;

                  (b)      not paying the same, except under protest;

                  (c)      if payment is to be made, using diligent efforts to
obtain a refund thereof in appropriate administrative or judicial proceedings;
or

                  (d)      taking such other actions as are reasonably requested
from time to time by Lessee; provided, however, that no Tax Indemnitee will be
required to contest any Claim unless (w) it has received a written
acknowledgment from Lessee of Lessee's Liability for such Taxes; (x) it has
received a written opinion of its tax counsel (who shall be reasonably
acceptable to Lessee) that a realistic possibility of success (as set forth in
ABA Formal Opinion 85-352) exists for contesting such Claim (or in the case of
an appeal of an adverse judicial decision, that it is more likely than not that
such decision will be reversed or substantially modified); (y) the Claim would
require the Lessee to make an indemnity payment to such Tax Indemnitee in excess
of $25,000; and (z) such contest does not involve any material risk of the sale,
forfeiture or loss of the Aircraft. In no event will a Tax Indemnitee appeal or
defend any appeal of any adverse judicial decision with respect to a Claim to
the United States Supreme Court.

                  (e)      TAX BENEFIT. If Lessor determines in its sole
discretion that it has actually realized a tax benefit or refund as a result of
any Taxes paid by Lessee or against which Lessor has been indemnified by Lessee
under this Section 9.2, Lessor shall (to the extent in its sole discretion that
it can do so without prejudicing the retention of the amount of such benefit or
refund and without prejudice to the right to any other relief or allowance which
may be available to it) pay to Lessee, promptly after actual realization of such
tax benefit or refund or receipt of such other compensation, an amount that is
equal to the amount of such benefit or refund or other compensation; provided,
however, that no such payment exceed (x) the amount of all prior payments by
Lessee to Lessor under this Section 9.2 minus (y) the amount of all prior
payments by Lessor pursuant to this clause (e). If Lessor shall have paid Lessee
any amounts under this clause (e) and it is subsequently determined that Lessor
was not entitled to a tax benefit or refund, such determination shall be treated
as the imposition of a Tax for which Lessee is obligated to indemnify Lessor
pursuant to the provisions of Section 9.2 without regard to the exclusions set
forth in Section 9.2(a).

                  9.3.     PAYMENTS. Any payments made pursuant to this Section
9 shall be made in U.S. dollars directly to the Person entitled thereto or to
Lessee, as the case may be, in immediately available funds at such bank or to
such account as specified by the payee in written directions to the payor, or,
if no such direction shall have been given, by check of the payor payable to the
order of the payee and mailed to the payee by certified mail, postage prepaid at



                                       28
<PAGE>


its address as set forth in this Agreement. Any amount payable to any Indemnitee
or Tax Indemnitee pursuant to Section 9.1 or Section 9.2 is to be paid to such
party on the later of (i) the tenth day after receipt of a written demand
therefor from such party and (ii) the date on which such Indemnitee or Tax
Indemnitee is required to pay such amount to a third party, or, in the case of
Section 9.2, on the date of payment of the indemnified Taxes by the Tax
Indemnitee to the appropriate taxing authority, if earlier.

         9.4.     SURVIVAL.  All indemnities, obligations, adjustments and
payments provided for in this Section 9 shall survive, and remain in full force
and effect, notwithstanding the expiration or other termination of this Lease.

         Section 10.       LOSS, DESTRUCTION, REQUISITION, ETC.

         10.1.    EVENT OF LOSS WITH RESPECT TO AIRFRAME. Upon the occurrence of
an Event of Loss with respect to the Aircraft, Lessee shall give Lessor prompt
written notice thereof and within five (5) Business Days following the date of
the occurrence of such Event of Loss. On or before the Business Day next
preceding the earlier of (i) the 61st day following the date of the occurrence
of such Event of Loss, or (ii) five days following the receipt of insurance
proceeds with respect to such occurrence, Lessee shall pay to Lessor (A) the
Stipulated Loss Value for the Aircraft and (B) any other Rent which is due and
payable through and including such date. In the event of payment in full of the
Stipulated Loss Value for such Aircraft pursuant to this Section 10.1 and all
other Rent and amounts then due and payable hereunder by Lessee, the obligation
of Lessee to pay Basic Rent hereunder with respect to such Aircraft for any
period commencing after the date of such payment of Stipulated Loss Value shall
terminate (but Lessee shall remain liable for all payments of Rent, including
Basic Rent for such Aircraft, due or accrued through and including the date of
such payment of Stipulated Loss Value), the Term for such Aircraft shall end,
and Lessor will transfer the Aircraft to Lessee on an "as-is, where-is" basis,
free and clear of Lessor Liens, but otherwise without recourse, representation
or warranty, express or implied.

         10.2.    EVENT OF LOSS WITH RESPECT TO AN ENGINE.

         (a)      EVENT OF LOSS. Upon the occurrence of an Event of Loss with
respect to an Engine under circumstances in which there has not occurred an
Event of Loss with respect to an Airframe, Lessee shall give Lessor prompt
written notice (and in any event within three days after such occurrence)
thereof and shall, as promptly as possible and in any event within 60 days after
the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor
as replacement for the Engine with respect to which such Event of Loss occurred,
all legal and beneficial title to a Replacement Engine free and clear of all
Liens, other than Permitted Liens, and having a value, remaining useful life and
utility at least equal to the Engine with respect to which such Event of Loss
occurred, assuming such Engine was of the value and utility and in the condition
and repair required by the terms hereof immediately prior to the occurrence of
such Event of Loss.

         (b)      CONDITIONS; LESSEE'S OBLIGATIONS.  Prior to or at the time of
any such conveyance, Lessee will promptly (all writings referred to below to be
reasonably satisfactory in form and substance to Lessor):


                                       29
<PAGE>


                  (i) furnish Lessor with a full warranty bill of sale duly
                  conveying to Lessor each Replacement Engine together with such
                  evidence of title as Lessor may reasonably request;

                  (ii) cause a Lease Supplement subjecting each such Replacement
                  Engine to this Lease, duly executed by Lessee, to be delivered
                  to Lessor for execution and, upon such execution, to be filed
                  for recordation;

                  (iii) furnish Lessor with such evidence of compliance with the
                  insurance provisions of Section 11 with respect to each such
                  Replacement Engine as may be reasonably requested;

                  (iv) furnish Lessor with a certificate or certification of a
                  qualified independent aircraft appraiser reasonably
                  satisfactory to Lessor certifying that each such Replacement
                  Engine has a value and utility at least equal to, and is in at
                  least as good operating condition as, the Engine so replaced
                  (assuming each such Engine was in the condition and repair
                  required by the terms hereof immediately prior to the
                  occurrence of such Event of Loss);

                  (v) furnish Lessor with an Officer's Certificate of Lessee
                  certifying that, upon consummation of such replacement, no
                  Lease Event of Default will exist hereunder; and

                  (vi)     furnish such other  certificates  or documents to
                  effect such  replacement as Lessor may reasonably request.

         (c)      RECORDATION AND OPINIONS. In the case of any Replacement
Engine conveyed under this Section 10.2, promptly upon the recordation of the
Lease Supplement covering such Replacement Engine pursuant to the Act, Lessee
will cause to be delivered to Lessor an opinion of counsel experienced in
federal aviation matters and satisfactory to Lessor as to the due recordation of
such Lease Supplement as Lessor may require.

         (d)      CONVEYANCE; REPLACEMENT ENGINE. Upon full compliance by
Lessee with the terms of this Section 10.2, Lessor will transfer the Engine with
respect to which such Event of Loss occurred to Lessee on an "as-is, where-is"
basis, free and clear of Lessor Liens, but otherwise without recourse,
representation or warranty, express or implied.

         (e)      NO REDUCTION OF BASIC RENT.  No Event of Loss with respect to
an Engine under the circumstances contemplated by the terms of this Section 10.2
shall result in any reduction of Basic Rent.

         10.3.    APPLICATION OF PAYMENTS FROM GOVERNMENTAL AUTHORITIES FOR
REQUISITION OF TITLE. Any payments received at any time by Lessor or Lessee from
any governmental authority or other Person with respect to any Event of Loss,
other than a requisition for use by the Government not constituting an Event of
Loss, will be applied as follows:

         (a)      REPLACEMENT OF ENGINE. If such payments are received with
respect to an Engine that has been or is being replaced by Lessee pursuant to
Section 10.2, so much of such payments


                                       30
<PAGE>


remaining after reimbursement of Lessor for reasonable out-of-pocket costs and
expenses shall be paid over to, or retained by, Lessee, provided Lessee shall
have fully performed or, concurrently therewith, is fully performing the terms
of Section 10.2 with respect to the Event of Loss for which such payments are
made.

         (b)      NONREPLACEMENT. If such payments are received with respect to
an Airframe and any Engines installed thereon so much of such payments remaining
after reimbursement of Lessor for reasonable costs and expenses shall be applied
in reduction of Lessee's obligation to pay the Stipulated Loss Value and other
amounts required to be paid by Lessee hereunder, if not already paid by Lessee,
or, if already paid by Lessee, shall be applied to reimburse Lessee for its
payment of such Stipulated Loss Value and other amounts. The balance, if any, of
such payment remaining thereafter shall be paid to Lessee.

         10.4.    APPLICATION OF PAYMENTS DURING EXISTENCE OF DEFAULT. Any
amount referred to in this Section 10 which is payable or creditable to or
retainable by Lessee shall not be paid or credited to or retained by Lessee if,
at the time of such payment, credit or retention, a Lease Default or Lease Event
of Default shall have occurred and be continuing hereunder but shall be paid to
and held by Lessor as security for the obligations of Lessee under this Lease
and, if Lessor declares this Lease to be in default pursuant to Section 15 or it
shall otherwise become in default in accordance with its terms, applied against
Lessee's obligations hereunder as and when due and at such time as there shall
not be continuing any such Lease Default or Lease Event of Default, such amount
shall be paid to Lessee to the extent not previously applied in accordance with
the preceding sentence.

         Section 11.       INSURANCE.

         11.1.    PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. Lessee shall
at all times maintain or cause to be maintained, at its expense, public
liability insurance as follows:

         (a)      TYPE, FORM AND AMOUNT.  Such insurance shall be of a type and
form reasonably satisfactory to Lessor, maintained in effect with insurers of
recognized responsibility satisfactory to Lessor and carried in an amount not
less than U.S. $100,000,000, combined single limit per occurrence.

         (b)      COVERAGE. Such insurance shall include, but not be limited to,
public liability insurance, passenger liability insurance and property damage
liability insurance, and War and Allied Risks are also to be covered under such
insurance to the fullest extent available from the leading international
insurance markets or under government insurance or indemnity programs. Lessee
shall not be permitted to self-insure with respect to this coverage.

         (c)      ADDITIONAL PROVISIONS. Any policies of insurance carried in
accordance with this Section 11.1 shall (A) name each Indemnitee as an
additional insured, (B) provide that in respect of the interest of each
Indemnitee in such policies the insurance shall not be invalidated by any action
or inaction of Lessee and shall insure each Indemnitee, regardless of any breach
or violation of any warranty, declaration or condition contained in such
policies by Lessee or any other Person, (C) provide that if such insurance is to
be cancelled for any reason whatever, or any material change is to be made in
the coverage which materially adversely affects the interest


                                       31
<PAGE>


of any Indemnitee or if such insurance may be allowed to lapse for nonpayment of
premium, such cancellation, change or lapse shall not be effective as to any
such Indemnitee for thirty (30) days (seven (7) days or such shorter period as
may be generally available in case of any war risk and allied perils coverage)
after written notice is received by Lessor from such insurers of such
cancellation, change or lapse, (D) be effective with respect to both domestic
and international operation, (E) provide that the insurers shall waive any right
to any setoff, recoupment or counterclaim or any other deduction, by attachment
or otherwise, (F) provide that all of the insurance under such policy shall
operate in the same manner as if there were a separate policy covering each
insured, (G) provide that no Indemnitee shall be liable for any insurance
premium, (H) be primary and without right of contribution from other insurance
which may provide coverage to any Indemnitee and (I) expressly provide that the
insurers shall waive any rights of subrogation against any Indemnitee.

         11.2.    INSURANCE AGAINST LOSS OF OR DAMAGE TO AIRCRAFT AND ENGINES.
Lessee shall at all times maintain or cause to be maintained at its own expense
insurance against loss of or damage to the Aircraft, Airframe and Engines as
follows:

         (a)      TYPE, FORM AND AMOUNT. "All-risk" insurance on the Aircraft
and "all-risk" coverage on each Engine and on Parts while removed from the
Aircraft or Engines, "foreign object damage" engine insurance on each Engine,
and "war-risk" insurance, maintained in effect with insurers of recognized
responsibility satisfactory to Lessor, which is of the type and form maintained
by major air carriers operating on the routes on which the Aircraft is operated
by Lessee and, in any case, carried by Lessee on similar equipment owned or
leased by Lessee. Such insurance shall at all times be maintained on an "agreed
value basis" for an amount not less than the Stipulated Loss Value.

         (b)      CERTAIN REQUIREMENTS. The insurance policies required by this
Section 11.2 shall (A) provide that Lessor, Owner Participant and the Lenders
are additional insureds thereunder and that such Persons are named as loss
payees thereunder as their interests may appear, provided that the Lenders shall
be the sole loss payees from such time that Lessor notifies the insurers that
the Security Documents are in effect until such time as the Lenders notify the
insurers that the Lien of the Security Documents has been discharged; (B)
provide that all payments shall be payable directly to Lessor (or Lenders during
any period during which they are the sole loss payee); provided that unless
Lessor or a Lender shall provide notice to such insurers that a Lease Default or
Lease Event of Default has occurred and is continuing, any payment not in excess
of $100,000 may be paid directly to Lessee; (C) provide that if such insurance
is to be cancelled for any reason whatever, or any material change is to be made
in the coverage which adversely affects the interest of Lessor, Owner
Participant or any Lender or, if such insurance may be allowed to lapse for
non-payment of premium, such cancellation, change or lapse shall not be
effective as to such Person for thirty (30) days (seven (7) days or such shorter
period as may be generally available in case of any war risk and allied perils
coverage) after written notice is received by such Person from such insurers of
such cancellation, change or lapse; (D) provide that in respect of the interest
of Lessor, the Owner Participant and the Lenders in such policies the insurance
shall not be invalidated by any action or inaction of Lessee or any other Person
and shall insure Lessor, the Owner Participant and the Lenders regardless of any
breach or violation by Lessee or any other Person of any warranty, declaration
or condition contained in such policies; (E) provide that the insurers shall
waive any rights of subrogation



                                       32
<PAGE>


against Lessor, the Owner Participant and the Lenders; (F) provide that the
insurers shall waive any right to any set-off, recoupment or counterclaim or any
other deduction, by attachment or otherwise; (G) provide that all the provisions
thereof, except the agreed values and limits of the liability of the insurer
under such policy, shall operate in the same manner as if there were a separate
policy covering each insured; (H) provide that none of Lessor, Owner Participant
and any Lender shall be liable for any insurance premium; (I) be effective with
respect to both domestic and international operation; and (J) be primary and
without right of contribution from other insurance which may provide coverage to
Lessor, Owner Participant and any Lender.

         (c)      DEDUCTIBLES. The insurance required by this Section 11.2 may
provide in respect of damage not constituting an Event of Loss for deductibles
which are reasonably acceptable to Lessor, but in any event not in excess of
US$100,000 per occurrence.

         11.3.    APPLICATION OF INSURANCE PROCEEDS. As between Lessor and
Lessee, any insurance proceeds received under policies pertaining to the
Aircraft required to be caused to be maintained by Lessee pursuant to Section
11.2 as a result of the occurrence of an Event of Loss with respect to any
Aircraft, Airframe or Engine will be applied in accordance with Section 10.3(a)
or 10.3(b), as the case may be. All insurance proceeds in respect of any
property damage loss not constituting an Event of Loss with respect to any
Airframe or Engine will be applied in payment for repairs or for replacement
property in accordance with the terms of Section 8, if not already paid for by
Lessee, and any balance remaining after compliance with such Section with
respect to such loss shall be paid to Lessor. The provisions of Section 10.4
shall apply to amounts referred to in this Section 11.3. If Lessor shall have
received insurance proceeds in excess of $100,000 pursuant to Section 11.2(b)(B)
hereof and Lessee shall have performed repairs in accordance with Section 8,
upon five (5) Business Days of Lessor's receipt of written notice thereof,
Lessor shall make such insurance proceeds available to Lessee.

         11.4.    CERTIFICATES; REPORTS, ETC. With respect to any insurance
policy required hereunder, Lessee shall cause to be furnished to Lessor on or
prior to the Delivery Date and on or prior to expiration of such policy,
certificates of the insurer or insurers (or their authorized representatives)
providing insurance pursuant to the requirements of this Section 11 confirming
the existence and effectiveness of the insurance provided hereunder. On or
before the Delivery Date of the Aircraft, Lessee shall cause to be furnished to
Lessor a report signed by a firm of independent aircraft insurance brokers,
appointed by Lessee and reasonably satisfactory to Lessor stating the opinion of
such firm that the insurance then carried and maintained on the Aircraft
complies with the terms hereof. Lessee agrees that it will cause such firm to
advise Lessor in writing promptly of any default in the payment of any premium
or any other act or omission on the part of Lessee of which they have knowledge
and which might invalidate or render unenforceable, in whole or in part, the
insurance on the Aircraft. Lessee further agrees to cause such firm to advise
Lessor in writing as soon as such firm has knowledge that any insurance carried
and maintained on the Aircraft pursuant to this Section 11 will not be renewed
by the applicable underwriters.

         11.5.    LESSOR'S RIGHT TO MAINTAIN INSURANCE. In the event that Lessee
shall fail to cause to be maintained insurance as herein provided, Lessor may at
its option (but shall not be obligated to) provide such insurance and in such
event, Lessee shall, upon demand, reimburse such Person, as Supplemental Rent,
for the cost thereof. No such payment, performance or




                                       33
<PAGE>


compliance shall be deemed to cure any Lease Event of Default hereunder or
otherwise relieve Lessee of its obligations with respect thereto.

         11.6.    INSURANCE FOR OWN ACCOUNT. Nothing in Section 11 shall limit
or prohibit Lessor, Owner Participant or any Lender from obtaining insurance for
its own account, and any proceeds payable thereunder shall be payable as
provided in the insurance policy relating thereto.

         11.7.    GOVERNMENT INDEMNITY. In the case of a contract with the
Government in respect of the Aircraft or Engines, a valid agreement by the
Government to indemnify Lessee and each Indemnitee against the same risks which
are required hereunder to be insured against in an amount at least equal to the
amounts required hereunder from time to time, shall be considered adequate
insurance with respect to any Aircraft, Airframe and Engine subject to such
contract to the extent of the risks and in the amounts that are the subject of
any such agreement to indemnify.

         Section 12.       INSPECTION. At all reasonable times during the Term,
on three days' prior written notice, or earlier if events occur adversely
affecting Lessor's rights, Lessor and each Owner Participant, or their
respective authorized representatives, may inspect the Aircraft and the books
and records of Lessee or any operator relative thereto. No such Person shall
have any duty to make any such inspection or incur any liability or obligation
by reason of not making any such inspection. Any costs or expenses relating to
such inspection shall be borne by the Person making such inspection, unless an
Event of Default shall have occurred and be continuing, in which case such costs
and expenses shall be borne by Lessee.

         Section 13.       ASSIGNMENT. LESSEE WILL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR, ASSIGN ANY OF ITS RIGHTS UNDER THIS LEASE. LESSOR MAY
ASSIGN OR CONVEY ANY OF ITS RIGHT, TITLE AND INTEREST IN AND TO THIS LEASE OR
THE AIRCRAFT. THE TERMS AND PROVISIONS OF THE LEASE SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF LESSOR AND LESSEE AND THEIR RESPECTIVE PERMITTED
SUCCESSORS AND ASSIGNS.

         Section 14.       EVENTS OF DEFAULT. The following events shall
constitute Lease Events of Default (whether any such event shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgement, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

         14.1.    FAILURE TO PAY RENT.  Lessee shall fail to make any payment of
Rent within two days after the same shall have become due; or

         14.2.    INSURANCE.  Lessee shall fail to cause to be carried and
maintained insurance on or with respect to any Aircraft obtained or required to
be obtained in accordance with the provisions of Section 11; or

         14.3.    GENERAL DEFAULT. Lessee shall fail to perform or observe any
covenant, condition, obligation or agreement to be performed or observed by it
hereunder (other than the obligations referred to in 14.1, 14.2 and 14.8) or
under any other Lessee Document and such failure shall continue unremedied for a
period of 30 days after written notice thereof by Lessor; or


                                       34
<PAGE>


         14.4.    MISREPRESENTATION AND BREACH OF WARRANTY. Any representation
or warranty made by Lessee herein or in any other Lessee Document shall prove to
have been incorrect in any material respect at the time made, and such
incorrectness shall continue to be material and unremedied for a period of 30
days after written notice thereof by Lessor; or

         14.5.    LESSEE BANKRUPTCY, ETC. Lessee shall commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official or agency in a
involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall take any corporate
action to authorize any of the foregoing; or an involuntary case or other
proceeding shall be commenced against Lessee seeking liquidation, reorganization
or other relief with respect to it or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official or agency of
it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or

         14.6.    OTHER LEASE.  A Lease Event of Default, as defined in the
Other Lease, shall have occurred; or

         14.7.    MAINTENANCE AGREEMENT.  Lessee or any Person acting by or on
behalf of Lessee shall deny or disaffirm Lessee's obligations under the
Maintenance Agreement, or Lessee shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed thereunder; or

         14.8.    USMS AGREEMENT.  The USMS Agreement shall terminate or be
terminated as a result of Lessee defaulting in the due performance or observance
of any term, covenant or agreement on its part to be performed or observed
hereunder or thereunder; or

         14.9.    MAINTENANCE PROVIDER BANKRUPTCY, ETC. The Maintenance Provider
shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official or agency in a involuntary case or other proceeding commenced against
it, or shall make a general assignment for the benefit of creditors, or shall
take any corporate action to authorize any of the foregoing; or an involuntary
case or other proceeding shall be commenced against the Maintenance Provider
seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official or agency of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain undismissed
and unstayed for a period of 60 days, PROVIDED THAT if Lessee shall have entered
into a Maintenance Agreement with a replacement Maintenance Provider, and Lessor
shall have received a properly perfected security interest in such agreement
within 30 days of the




                                       35
<PAGE>


occurrence of any of the events listed in this Section 14.9, such event shall
not be considered an Event of Default under this Section 14.9; or

         14.10.   OPINION OF LESSEE'S COUNSEL.  Lessor and Owner Participant
shall not have received an opinion of special counsel to the Lessee in the form
attached hereto as Exhibit F within 10 Business Days after the Delivery Date; or

         14.11.   SECURITY.  Lessor shall not have received the Security within
10 Business Days after the Delivery Date.

         Section 15.       REMEDIES.

         15.1.    DEFAULT; REMEDIES.

         Upon the occurrence of a Lease Event of Default and at any time
thereafter so long as the same shall be continuing, Lessor may, at its option,
declare this Lease to be in default; provided that this Lease shall be deemed to
be in default automatically without the necessity of such a written declaration
upon the occurrence of a Lease Event of Default described in Section 14.5; and
thereafter may exercise one or more of the following remedies as Lessor in its
sole discretion shall elect, to the extent permitted by, and subject to
compliance with any mandatory requirements of, applicable law then in effect:

         (a)      RETURN; REPOSSESSION. Lessor may cause Lessee, upon written
demand by Lessor and at Lessee's expense, to return promptly, and Lessee shall
return promptly, all or any part of the Aircraft, Airframe or Engines as Lessor
may so demand to Lessor or its order in the manner and condition required by,
and otherwise in accordance with all the provisions of, Section 5 as if the
Aircraft, Airframe or Engines were being returned at the end of the Term; or
Lessor, at its option, may enter upon the premises where the Aircraft, Airframe
or Engines, or part thereof, is located and take immediate possession of and
remove the same by summary proceedings or otherwise, all without liability
accruing to Lessor for or by reason of such entry or taking of possession,
whether for the restoration of damage to property caused by such taking or
otherwise; or

         (b)      SALE; USE; ETC. Lessor may sell the Aircraft, Airframe or any
Engine, or part thereof, at public or private sale, at such times and places, to
such Persons as Lessor may determine, or otherwise dispose of, hold, use,
operate, lease to others or keep idle the Aircraft, Airframe or any Engine, or
part thereof, as Lessor, in its sole discretion, may determine, all free and
clear of any rights of Lessee and without any duty to account to Lessee with
respect to such action or inaction or for any proceeds with respect thereto; or

         (c)      LIQUIDATED DAMAGES--FAIR MARKET RENTAL VALUE.

         Whether or not Lessor shall have exercised, or shall thereafter at any
time exercise, any of its rights under Section 15.1(a) or 15.1(b) with respect
to the Aircraft, Airframe or Engine, or part thereof, Lessor, by written notice
to Lessee specifying a payment date not earlier than ten days from the date of
such notice, may cause Lessee to pay to Lessor, and Lessee shall pay to Lessor,
on the payment date specified in such notice, as liquidated damages for loss of
a bargain and not as a penalty, any accrued but unpaid Rent for the Aircraft due
to and including the




                                       36
<PAGE>


payment date specified in such notice, plus an amount equal to the excess, if
any, of the discounted value of the unpaid Rent for the Aircraft that would
otherwise have accrued over the remainder of the Term but for the Event of
Default, over the discounted value of the fair market monthly rental for the
Aircraft (computed as provided in Section 15.2) for a period commencing six
months after the payment date and extending to the end of the Expiry Date, in
each case discounted monthly to present value as of the payment date specified
in such notice at 4%. The amounts specified in such notice shall continue to
earn interest from the payment date until payment is made; or

         (d)      TERMINATION AND OTHER REMEDIES. Lessor may terminate the
leasing of the Aircraft, Airframe and Engines, or Part thereof under this Lease,
or may exercise any other right or remedy which may be available to it under the
Uniform Commercial Code in any applicable jurisdiction or other applicable
statute or law whether or not in effect in the jurisdiction in which enforcement
is sought or proceed by appropriate court action to enforce the terms hereof or
to recover damages for the breach hereof, including without limitation Lessee's
agreement to lease the Aircraft for the Term and to pay Rent.

         In addition to the foregoing remedies, Lessee shall be liable for any
and all unpaid Rent due hereunder before, during or after the exercise of any of
the foregoing remedies and for all legal fees and other costs and expenses of
Lessor, including without limitation interest on overdue Rent at the rate as
herein provided, and the fees and expenses of all appraisers required by this
Section 15, incurred by reason of the occurrence of any Lease Event of Default
or the exercise of Lessor's remedies with respect thereto, including all
insurance and storage costs and all costs and expenses incurred in connection
with the return of the Aircraft, Airframe or any Engine, or part thereof, in
accordance with the terms of Section 5 or in placing the Aircraft, Airframe or
any Engine, or part thereof, in the condition and airworthiness required by
Section 5.

         15.2.    DETERMINATION OF FAIR MARKET RENTAL VALUE.

         For the purpose of this Section 15, the "fair market rental value" of
the Aircraft shall be determined on the assumption that the Aircraft was
maintained or returned, as the case may be, in the condition required by this
Lease, by a recognized independent appraiser chosen by Lessor.

         15.3.    NO WAIVER, ETC. No remedy referred to in this Section 15 is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to Lessor at law or in
equity; and the exercise or beginning of exercise by Lessor of any one or more
of such remedies shall not preclude the simultaneous or later exercise by Lessor
of any or all of such other remedies. No express or implied waiver by Lessor of
any Lease Event of Default shall in any way be, or be construed to be, a waiver
of any earlier or subsequent Lease Event of Default. To the extent permitted by
applicable law, Lessee hereby waives any rights now or hereafter conferred by
statute or otherwise which may require Lessor to sell, lease or otherwise use
any Aircraft, Airframe or Engine, or Part thereof, in mitigation of Lessor's
damages as set forth in this Section 15 or which may otherwise limit or modify
any of Lessor's rights or remedies under this Section 15.

         Section 16.       NOTICES.


                                       37
<PAGE>


         All notices required under the terms and provisions hereof shall be in
writing and shall be given by registered mail, facsimile, telex, teletype or any
other customary means of written communication, addressed:

         If to Lessee, at P.O. Box 25604, Albuquerque, New Mexico 87125,
Attention: Suzanne Verardo, or at such other address as Lessee shall from time
to time designate in writing;

         If to Lessor, at One Rodney Square, 920 King Street, 1st Floor,
Wilmington, DE 19801, fax: 302-888-7544, Attention: Corporate Trust
Administration, with copies to Airlease Ltd., 555 California Street, 4th Floor,
San Francisco, CA 94104, Fax: 415-765-1817, Attention: Jad Mansour, or at such
other address as Lessor or such other Person shall from time to time designate
in writing.

         If to Airlease, at the address set forth in the foregoing paragraph, or
to such other Person as Airlease shall from time to time designate in writing.

         The effective date of any such notice shall be, if sent by mail, five
days after mailing or, if sent by telex, facsimile or teletype, the date when
such notice is sent or dispatched, and otherwise the date on which it is
received by the addressee.

         Section 17.       NET LEASE; LESSEE'S OBLIGATIONS; NO SET-OFF,
COUNTERCLAIM, ETC.

         This is a net lease. Lessee's obligation to pay all Rent payable
hereunder shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation: (a) any setoff, counterclaim,
recoupment, defense or other right which Lessee may have against Lessor; (b)
airworthiness, condition, design, operation or fitness for use of, or any damage
to or loss or destruction of, the Aircraft, Airframe or any Engine, or any
interruption or cessation in the use or possession thereof by Lessee for any
reason whatsoever; (c) any insolvency, bankruptcy, reorganization or similar
proceedings by or against Lessee or any other Person; (d) any change, waiver,
extension, indulgence or other action or omission in respect of any obligation
or liability of Lessee or Lessor; (e) any claim that Lessee has or might have
against any Person; or (f) any invalidity or unenforceability or disaffirmance
of this Lease or any provision hereof.

         All Rent payable by Lessee shall be paid without notice or demand
(except as otherwise expressly provided) and without abatement, suspension,
deferment, deduction, diminution or proration by reason of any circumstance or
occurrence whatsoever. Lessee hereby waives, to the extent permitted by
applicable law, any and all rights which it may now have or which at any time
hereafter may be conferred upon it, by statute or otherwise, to terminate,
cancel, quit or surrender this Lease or any part hereof, or to any abatement,
suppression, deferment, diminution, reduction or proration of Rent except in
accordance with the express terms hereof. Each payment of Rent made by Lessee
shall be final as to Lessor and Lessee. Lessee will not seek to recover all or
any part of any such payment of Rent for any reason whatsoever. Nothing in this
Section 17 will be construed to extinguish or otherwise limit Lessee's right to
institute legal proceedings against Lessor in the event of Lessor's breach of
this Agreement.

         Section 18.       COVENANTS OF LESSEE.


                                       38
<PAGE>


         (a)      CERTAIN ASSURANCES. Lessee shall do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered all such
further acts, conveyances and assurances as Lessor shall reasonably request for
accomplishing the purposes of this Lease. Lessee shall also do or cause to be
done, at its own expense, any and all acts and things which may be required
under the terms of any law, rule, regulation, agreement, treaty, convention,
pact or by any practice, custom, or understanding recognized as having wide
application or control involving any jurisdiction in which the Aircraft is being
operated, or any and all other acts and things which Lessor may reasonably
request and which are necessary or advisable to perfect and preserve the rights
of Lessor in and to the Aircraft within any such jurisdiction.

         (b)      FILING AND RECORDATION. Lessee will cause this Lease in
respect of the Aircraft to be duly and timely filed and recorded, or filed for
recordation, to the extent permitted under the Act or required under any
applicable law.

         (c)      FINANCIAL AND OTHER INFORMATION. Lessee shall deliver or cause
to be delivered to Lessor promptly after the same are available (and in any
event within 90 days) after the end of each of its financial years ending after
the date hereof, a copy of its audited financial statements for such financial
year, which (i) shall be prepared by independent, certified public accountants
in accordance with generally accepted accounting principles and practices in the
consistently applied, (ii) shall fairly and accurately present the financial
position of Lessee as at the date as of which they were prepared and the results
of the operations of Lessee for the period to which they relate and (iii) shall
disclose all significant liabilities, actual or contingent, of Lessee.

         Lessee shall promptly provide Lessor with such financial, operational
and other information concerning Lessee and its affairs and the Aircraft as
Lessor may from time to time reasonably request in the context of Lessee
Documents and the transactions contemplated thereby.

         (d)      EXISTENCE. Lessee will preserve and maintain its corporate
existence and much of its rights, privileges, licenses and franchises where
failure to maintain such rights and privileges or obtain such licensing or
qualification would have a material adverse effect upon Lessee.

         (e)      LEASE TERMINATION AGREEMENT. Upon the expiration or earlier
termination of this Lease, Lessee and Lessor will duly execute and deliver a
Lease Termination Agreement in the form attached hereto as Exhibit "C".

         (f)      EXPENSES. Each party shall be responsible for its own fees and
expenses in connection with the execution, delivery and preparation of this
Lease including, without limitation, the fees and expenses of its legal counsel.

         Section 19.       RIGHT TO PERFORM FOR LESSEE.

         If Lessee fails to make any payment required to be made by it hereunder
or fails to perform or comply with any of its agreements contained herein,
Lessor may (but shall not be obligated to) make such payment or perform or
comply with such agreement, and the amount of such payment and the amount of the
expenses of Lessor incurred in connection with such payment or the performance
of or compliance with such agreement, as the case may be, together with interest
thereon at the Overdue Interest Rate, shall be deemed Supplemental Rent, payable



                                       39
<PAGE>


by Lessee upon demand. No such payment, performance or compliance shall be
deemed to cure any default of Lessee hereunder or otherwise relieve Lessee of
its obligations with respect thereto.

         Section 20.       MISCELLANEOUS.

         Any provision of this Lease which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The prevailing party in any action to enforce its rights
hereunder shall be entitled to recover from the nonprevailing party reasonable
attorneys fees and costs. No term or provision of this Lease may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver,
discharge or termination is sought.

         The Lessee irrevocably agrees, by execution and delivery of this Lease,
that any legal action or proceeding brought against the Lessee with respect to
this Lease or any Lessee Document may be brought and determined in the Supreme
Court of the State of New York, New York County, or in the United States
District Court for the Southern District of New York, and the Lessee hereby
irrevocably accepts with regard to any such action or proceeding, for itself and
in respect of its properties, generally and unconditionally, the nonexclusive
jurisdiction of the aforesaid courts. The Lessee further irrevocably consents to
the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered airmail,
postage prepaid, to the Lessee at its address set forth in Section 16 hereof.
Nothing herein shall affect the right of Lessor to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Lessee in any other jurisdiction in which the Lessee may be subject
to suit.

         EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORECE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

THIS LEASE SHALL CONSTITUTE AN AGREEMENT OF LEASE, AND NOTHING HEREIN SHALL BE
CONSTRUED AS CONVEYING TO LESSEE ANY RIGHT, TITLE OR INTEREST IN OR TO THE
AIRCRAFT, AIRFRAME OR ANY ENGINE EXCEPT AS A LESSEE ONLY. THE SECTION AND
PARAGRAPH HEADINGS IN THIS LEASE AND THE TABLE OF CONTENTS ARE FOR CONVENIENCE
OF REFERENCE ONLY AND SHALL NOT MODIFY, DEFINE, EXPAND OR LIMIT ANY OF THE TERMS



                                       40
<PAGE>


OR PROVISIONS HEREOF AND ALL REFERENCES HEREIN TO NUMBERED SECTIONS, UNLESS
OTHERWISE INDICATED, ARE TO SECTIONS OF THIS LEASE. THIS LEASE HAS BEEN, AND
EACH LEASE SUPPLEMENT AND AMENDMENT HERETO IS INTENDED TO BE, DELIVERED IN THE
STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
IN SUCH STATE BY RESIDENTS THEREOF AND AS IF PERFORMED ENTIRELY WITHIN SUCH
STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS
LEASE AND EACH LEASE SUPPLEMENT AND AMENDMENT HERETO MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL SUCH
COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

         Section 21.       LESSOR DEFAULT ETC.

                  Without prejudice to Lessee's rights under applicable law
other than Uniform Commercial Code Article 2-A to bring suit or claim for
monetary damages or to enforce the terms of this Agreement, Lessee acknowledges
and agrees that any statutory default of Lessor or remedy (excluding any right
to bring suit or claim for monetary damages) granted to Lessee by reason of
Uniform Commercial Code Article 2-A (including any right to revoke acceptance
under Section 2-A-517) is not a part of this Lease.

         Section 22.       TRUTH IN LEASING.

         DURING THE TWELVE MONTHS PRECEDING THE EXECUTION OF THIS LEASE, THE
AIRCRAFT WAS MAINTAINED, INSPECTED AND OPERATED PURSUANT TO THE REQUIREMENTS OF
THE FEDERAL AVIATION REGULATION PART 121 UPON THE REGISTRATION OF THE AIRCRAFT
WITH THE FEDERAL AVIATION ADMINISTRATION. THE AIRCRAFT WILL BE MAINTAINED AND
INSPECTED UNDER FEDERAL AVIATION REGULATION PART 121 FOR OPERATIONS TO BE
CONDUCTED BY THE LESSEE UNDER THIS LEASE EXCEPT AT SUCH TIMES AS THE AIRCRAFT IS
SUBLEASED TO A SUBLESSEE HOLDING AN AIR CARRIER OPERATOR CERTIFICATE.
NOTWITHSTANDING THE FOREGOING FOR SO LONG AS THE USMS AGREEMENT REMAINS IN
EFFECT, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED BY THE LESSEE UNDER THIS
LEASE AND WILL BE UNDER THE OPERATIONAL CONTROL OF THE USMS. AN EXPLANATION OF
THE FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE.



             (This remainder of this page left blank intentionally).


                                       41

<PAGE>






LOSANGELES 64752 (2K)

         IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be
duly executed and delivered as of the day and year first above written.



                     FIRST UNION NATIONAL BANK,
                                 not in its individual capacity, but solely
                                 as Trustee, Lessor



                     By:
                          ----------------------------------------------------
                          Name:
                          Title:



                     CSI AVIATION SERVICES, INC., Lessee



                     By:
                          ----------------------------------------------------
                          Name:
                          Title:



                     AIRLEASE LTD.



                     By:
                          ----------------------------------------------------
                          Name:
                          Title:




                                -Signature Page-
                           [Aircraft Lease Agreement]

<PAGE>



                                   SCHEDULE 1

                              AIRCRAFT DESCRIPTION

PART A

Aircraft Manufacturer, Model and Series:  McDonnell Douglas DC-9-Series 82

Manufacturer's Serial Number:  48039

FAA Registration Number:  N807US

Engine Manufacturer and Model:  Pratt & Whitney JT8D-217

Engine Serial Numbers:  708113 and 696370

Auxiliary Power Unit:  Model 85-98DCB
                       s/n P117BC

Date of Manufacture:   1981

Seating Configuration:  140 passengers

WEIGHTS & CAPACITY                                   POUNDS

Maximum Ramp Weight                                  148,000
Maximum Take Off Weight                              147,000
Maximum Landing Weight                               128,000
Maximum Zero Fuel Weight                             118,000
Operating Empty Weight                               79,022.6
Fuel Capacity                                        39, 128

LANDING GEAR

                           NOSE         RIGHT MAIN           LEFT MAIN

Manufacturer      5910447-5047          5930593-5502         5935354-501
Serial Number     XC91717               C90340               C89824
Wheels            9550267-6 (12 ply)    5006040-1 (26 ply)   5006040-1 (26 ply)


GALLEY EQUIPMENT:

                                            MANUFACTURER               QTY.

Ovens                                       TIA                        1


<PAGE>


Trolleys                                    N/A                        2

Coffee Makers                               NORDS K09                  4

AVIONICS:


DESCRIPTION                QTY.             MANUFACTURER         MODEL

Stall Warning Computor     2                Sunstrand            965-0449-002

ADC                        2                Honeywell            HG 280D80

P.A.                       1                Collins              346D-2

NAV Companator             1                Dynamic Controls     11170-2

DFGC                       2                Honeywell            4034241-971

NAV. SW. Unit              1                Butler National      001122-101

Compass Rock               2                Sperry               614937-10

Walker Beacon              1                Collins              522-2996-011

ADF                        1                Collins              5/Y7

Central Aural Warning      1                MDC                  H05A0035-4

VOR/ILS NAV                2                Collins              5/RV-4

VHF Transceivers           2                Bendix               2070945-4301

VHF Transceiver            1                Collins              618 M-3

TCAS Processor             1                Bendix               066-50000-0108

Transponders               2                Bendix               TRA-67A

Controller                 1                Teledyne             R6357-501A

Prox Sw. Electronics Unit  1                Eldec                8-336-04

Management Control Unit    1                Hamilton             167-1

Flite Data Acq Unit        1                Hamilton             EO742961-9

Anti-Skid Control          1                Hytrol               422-607-1



                                      -2-

<PAGE>


DME                        2                Collins              860E5

Windshear                  1                Honeywell            4059845-911

INST Sw. Unit              1                Butler Natl          001048-101

Grd Prox                   1                Collins              FPC-75

PART B

The following Maintenance Publications, Maintenance Records, Documents and
Certificates shall be delivered to Lessee on or to prior to the Delivery Date.

ITEM

         - Flight operations manual
         - Airframe maintenance manual
         - Engine maintenance manual
         - IPC
         - Wiring diagrams
         - Aircraft flight manual
         - various component overhaul manuals
         - Weight and Balance manual
         - MEL
         - FMS operation manual
         - Pilots Handbook







                                      -3-

<PAGE>





                                   SCHEDULE 2



                  "Airframe Payment Amount" means $150.00 per Flight Hour.

                  "APU Payment Amount" means $7.00 per Flight Hour.

                  "Basic Rent Amount" means $125,000.00 per month for the first
                  year of the Agreement, and $120,000.00 per month in the event
                  the Agreement is extended beyond 30 September 2002.

                  "Engine Payment Amount" means $75.00 per Flight Hour.

                  "Gear Payment Amount" means $10.00 per Flight Hour.



<PAGE>

                                                                       EXHIBIT A



                                LEASE SUPPLEMENT


         THIS LEASE SUPPLEMENT, dated November __, 2001, between FIRST UNION
NATIONAL BANK, not in its individual capacity but solely as Trustee ("Lessor"),
and CSI AVIATION SERVICES, INC. ("Lessee").

         Lessor and Lessee have heretofore entered into that certain Aircraft
Lease Agreement, dated as of November 21, 2001 (as at any time amended, modified
or supplemented, herein called the "Lease" and the terms defined therein being
herein used with the same meanings), which Lease provides in Section 2 for the
execution of a Lease Supplement substantially in the form hereof for the purpose
of leasing the Aircraft under the Lease after the Delivery Flight in accordance
with the terms thereof. The Lease relates, among other matters, to the Airframe
and Engines described below, and this Lease Supplement is attached to a
counterpart of the Lease for purposes of filing and recordation.

         NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, and pursuant to Section 2 of the Lease, Lessor and
Lessee hereby agree as follows:

         1. Lessor hereby delivers and leases to Lessee, and Lessee hereby
accepts and leases from Lessor, under the Lease, as herein supplemented, the
following described McDonnell Douglas DC-9-Series 82 aircraft (the "Delivered
Aircraft") which Delivered Aircraft as of the date hereof consists of the
following:

         Airframe:  FAA Registration Number N807US, Manufacturer's Serial No.
48039 and manufactured in 1981; and

         Engines:  Two Pratt & Whitney JT8D-217 engines installed thereon
bearing Engine Manufacturer's Serial Numbers 708113 and 696370.

Each of the Engines described above has 750 or more rated takeoff horsepower or
the equivalent of such horsepower.

         2. The Delivery Date of the Delivered Aircraft and Engines is the date
of this Lease Supplement set forth in the opening paragraph hereof.

         3. Lessee hereby confirms to Lessor that Lessee has accepted the
Delivered Aircraft and Engines for all purposes hereof and of the Lease,
including its being airworthy, in accordance with specifications, in good
working order and repair and without defect in condition, design, operation or
fitness for use, whether or not discoverable by Lessee as of the date hereof.


<PAGE>


         4. All the provisions of the Lease are hereby incorporated by reference
in this Lease Supplement, on and as of the date of this Lease Supplement, to the
same extent as if fully set forth herein.

         5. THIS LEASE SUPPLEMENT IS BEING DELIVERED IN AND SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

         6. This Lease Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.







                                      -2-

<PAGE>



                  IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease
Supplement to be duly executed and delivered as of the date and year first above
written.



                             FIRST UNION NATIONAL BANK,
                                     not in its individual capacity, but solely
                                     as Trustee, Lessor

                            By: _________________________
                                Name:
                                Title:



                            CSI AVIATION SERVICES, INC.
                            Lessee

                            By: _________________________
                                Name:
                                Title:








                                -Signature Page-
                               [Lease Supplement]


<PAGE>
K)

                                                                       EXHIBIT B



                           RECEIPT FOR LEASE AIRCRAFT


Date:  November __, 2001
Time: ________________________
Place: _______________________
Received from _____________________________________________, pursuant to the
Lease Agreement, dated as of November 21, 2001 (the "Lease Agreement") among CSI
AVIATION SERVICES, INC. ("Lessee"), FIRST UNION NATIONAL BANK, not in its
individual capacity but solely as Trustee, and AIRLEASE LTD. the following:

One (1) McDonnell Douglas DC-9-Series 82 Aircraft (140) seats

Federal Aviation Administration Registry No. N807US
Manufacturer's Serial No. 48039

         Remaining to Next

                  Overhaul ("Q Check")                 Hours  MSG 3 mx program
                  schedule

              Cycles   5071

Engine Serial  (#1) P708113

                           Total Hours:                                48,810
                           Total Cycles:                               43,258
                           Cycles remaining to next LLP:               3543
                           Hours since Last Shop Visit:                6531

                  (#2) P696370

                           Total Hours:                                44,772
                           Total Cycles:                               39,885
                           Cycles remaining to next LLP:               19,859
                           Hours since Last Shop Visit:                188



<PAGE>


         Total Aircraft Hours at Delivery:  [_____]
         Total Aircraft Cycles at Delivery: [_____]
         Pounds of Fuel on Board:           [_____]

[The list of mutually agreed discrepancies referred to in Section 2.5 of the
Lease Agreement is attached hereto.] The undersigned is authorized by Lessee to
accept delivery of the above designated aircraft pursuant to the aforesaid
Agreement.

                                            CSI AVIATION SERVICES, INC.



                                            By: _________________________
                                                Title:





                                      -2-


<PAGE>


                                                                       EXHIBIT C



                           LEASE TERMINATION AGREEMENT


         CSI AVIATION SERVICES, INC. ("Lessee") does hereby terminate the Lease
of one (1) McDonnell Douglas DC-9-Series 82 Aircraft, manufacturer's serial
number 48039, such termination having been made at ________ at _______ (AM/PM)
on the ____ day of __________, 20__, in accordance with the Aircraft Lease
Agreement among First Union National Bank, not in its individual capacity but
solely as Trustee, Airlease Ltd. and Lessee, dated as of November 21, 2001.

         Concurrently with the return of the Aircraft in the condition specified
in Section 5 of the Lease Agreement, Lessor shall execute and deliver to Lessee
a Receipt for Lease Aircraft substantially in the form of Exhibit B to the Lease
Agreement. Lessor's execution and delivery of this Agreement and the aforesaid
Receipt for Lease Aircraft shall constitute Lessor's agreement that the Aircraft
and related records and manuals are in compliance with the Lease Agreement,
including without limitation, the provisions of Section 5 thereof, except as
specified in such Exhibit B.

         Nothing herein is intended to affect any indemnification rights or
obligations arising under the Lease Agreement.

                                   CSI AVIATION SERVICES, INC.


                                   By: _________________________
                                       Title:
                                       Date:


                                   FIRST UNION NATIONAL BANK,
                                   not in its individual capacity but solely
                                   as Trustee


                                   By: _________________________
                                       Title:
                                       Date:


                                   AIRLEASE LTD.


                                   By: _________________________
                                       Title:
                                       Date:




<PAGE>

                                                                       EXHIBIT D


<TABLE>
<CAPTION>

                            MONTHLY OPERATING REPORT
                           CSI AVIATION SERVICES, INC.



======================================================================= ========================= ==================
ITEM                                                                                                  Comments
----------------------------------------------------------------------- ------------------------- ------------------
<S>                                                                     <C>                       <C>
GENERAL
/  Reserve Period Begin and End Date                                    [AIRCRAFT TYPE]
                                                                         -------------
/  Effective Date for Below Information
/  Model                                                                [MSN]
/  Delivery Year
/  Manufacturer's Serial Number
/  Manufacturer's Line Number
----------------------------------------------------------------------- ------------------------- ------------------
AIRFRAME
/  Airframe Total Time
/  Airframe Flight Hours during prior Reserve Period
/  Airframe Flight Cycles during prior Reserve Period
/  Airframe Total Cycles
/  Approx. Date of Next C-Check or equivalent
/  Approx. Date of Next Q-Check or equivalent
----------------------------------------------------------------------- ------------------------- ------------------
LANDING GEAR
/  Overhaul Interval (All Gears)
/  Nose                             Date of Next Overhaul
/  Port Main Gear                   Date of Next Overhaul
/  Starboard Main Gear              Date of Next Overhaul
----------------------------------------------------------------------- ------------------------- ------------------
AUXILIARY POWER UNIT
/  Total Time
/  Hours to next expected shop visit
----------------------------------------------------------------------- ------------------------- ------------------
WEIGHT
/  Max Take-Off Weight
/  Max Landing Weight
/  Max Zero Fuel Weight
/  Empty Weight (OWE)
/  Fuel Capacity (Max Usable)
----------------------------------------------------------------------- ------------------------- ------------------
ENGINES
/  Type [ENGINE TYPE]
/  Serial Numbers [_______]         Pos. 1
                  [_____]           Pos. 2

/  Total Time                                     Pos. 1
                                   Pos. 2

/  Total Cycles                                   Pos. 1
                                   Pos. 2

/  Remaining Time (Dkc) in Cycles                 Pos. 1
                                   Pos. 2

/  Current Location                               Pos. 1

/  Time Since Last Overhaul                                     Pos. 1


<PAGE>

<CAPTION>
<S>                                                                     <C>                       <C>

/  EGT Margin                               Pos. 1
                                            Pos. 2

/  Flight Hours during prior
   Determination Period                     Pos. 1
                                            Pos. 2

/  Cycles during prior
   Determination Period                     Pos. 1
                                            Pos. 2


----------------------------------------------------------------------- ------------------------- ------------------
INCIDENTS OF DAMAGE OR LOSS
----------------------------------------------------------------------- ------------------------- ------------------
Comment                                                                                                 Date
======================================================================= ========================= ==================
</TABLE>









                                      -2-

<PAGE>


                                                                       EXHIBIT E



                                     FORM OF

                          IRREVOCABLE LETTER OF CREDIT

--------------------------------------------------------------------------------
IRREVOCABLE STANDBY LETTER OF CREDIT NO.        PLACE AND DATE OF ISSUE:
___________
--------------------------------------------------------------------------------
BENEFICIARY:                                    APPLICANT:
[LESSOR]                                        CSI Aviation Services
                                                [address]
--------------------------------------------------------------------------------
EXPIRY DATE/PLACE:                              AVAILABLE AT/BY:
Expires on the second anniversary of the date   Our office only by presentation
of issue ofthis credit.  For presentation at    of document(s) required and your
 our office.                                     draft(s) drawn at sight.
--------------------------------------------------------------------------------
AMOUNT OF CREDIT:
Not to exceed, in the aggregate US dollars 250,000 (two hundred fifty thousand
US dollars)
--------------------------------------------------------------------------------
RE: ONE MCDONNELL DOUGLAS DC-9-SERIES 82 AIRCRAFT MANUFACTURER'S SERIAL NUMBER
 48039
--------------------------------------------------------------------------------


Gentlemen,

At the request and for the account of the above named applicant we hereby
establish our irrevocable letter of credit in your favour which is available as
indicated above against presentation of your draft(s) drawn on [INSERT NAME OF
BANK] when accompanied by the following documents:

                               DOCUMENTS REQUIRED

A dated statement bearing an original signature purporting to be an authorised
signor for [Lessor] (indicating the name and title/capacity of the signor),
reading as follows:

         "[We hereby certify that the amount of US$_________ drawn under [INSERT
         NAME OF BANK] Letter of Credit No. _________, as evidenced by our draft
         accompanying this statement, is payable to us because an event of
         default under and as defined in a certain aircraft lease agreement
         dated as of November 21, 2001 among CSI Aviation Services, Airlease
         Ltd. and ourselves relating to one McDonnell Douglas DC-9-Series 82
         Aircraft manufacturers serial number 48039 has occurred and is
         continuing.]

         OR

         [We hereby certify that the amount of US$________ drawn under [INSERT
         NAME OF BANK] Letter of Credit No. _________, as evidenced by our draft
         accompanying this statement, is payable to us because said Letter of
         Credit has not been replaced or extended in accordance with the terms
         of a certain aircraft lease agreement dated as of November 21, 2001


<PAGE>


         between CSI Aviation Services, Airlease Ltd. and ourselves relating to
         one McDonnell Douglas DC-9-Series 82 Aircraft manufacturers serial
         number 48039.]"



                                OTHER CONDITIONS

Partial drawings are permitted.

Any dispute(s) whatsoever that may arise between the above named applicant and
yourselves shall be settled as a matter completely separate from and outside of
this irrevocable standby Letter of Credit. We shall honour your claim if
presented to [INSERT NAME AND ADDRESS OF BANK] (the "Drawing Office") by latest
on the second anniversary of the date of issue of this credit which is the
expiry date of this instrument.

The original of this Letter of Credit must be returned to us with any drawing(s)
hereunder for our endorsement of any payment effected. We undertake to return
said original Letter of Credit to you (unless fully utilised or expired)
together with our advice of settlement.

This Letter of Credit sets forth in full our undertaking, and such undertaking
shall not in any way be modified, amended, amplified or limited by reference to
any document, instrument or agreement referred to herein except only the
certificate and sight drafts referred to herein and any such reference shall not
be deemed to incorporate herein by reference any document, instrument or
agreement except such certificates and sight drafts.

Each draft drawn  hereunder  must be marked:  "Drawn under [INSERT NAME OF BANK]
Letter of Credit No.  (specify L/C No.)".

Unless otherwise expressly stated herein, this Letter of Credit is subject to
the uniform customs and practice for documentary credits, 1998 revision, ICC
publication No. 500 and the laws of the State of New York.

                                   ENGAGEMENT

We hereby agree with you that drafts drawn under and in compliance with the
terms of this credit will be duly honoured upon presentation and delivery of the
documents as specified herein within three (3) business days of such
presentation and delivery if presented to the Drawing Office on or before the
expiry date indicated above.

This credit is transferable to your successors and assigns by (i) giving us
written notice stating this credit has been transferred and (ii) delivering the
original credit to such successor or assign.

Very truly yours,


-----------------------                           -----------------------
Authorised Signature                              Authorised Signature



                                      -2-

<PAGE>


                                                                       EXHIBIT F



                                 FORM OF OPINION

                               November [ ], 2001

Airlease Ltd.

First Union National Bank

         Re:      ONE MCDONNELL DOUGLAS DC-9-SERIES 82, MSN 48039
                  -----------------------------------------------

Gentlemen:

         We have acted as counsel for CSI Aviation Services, Inc., a corporation
organized and existing under the laws of New Mexico (the "Lessee"), in
connection with the execution and delivery of the following documents
(collectively, the "Documents") together with all exhibits and schedules
thereto:

                  (a)      the Aircraft Lease Agreement, dated as of November
         21, 2001 (the "Agreement") among First Union National Bank (the
         "Lessor"), the Lessee and Airlease Ltd. ("Airlease"); and

                  (b)      the Lease Supplement dated November [ ], 2001,
         between Lessor and Lessee; and

                  (c)      the USMS Agreement, dated as of October 2, 2001,
         between the Lessee and The United States Marshall Service ("USMS"); and

                  (d)      the Maintenance Agreement dated November 21, 2001,
         between Lessee and Spirit Airlines.

         This Opinion is delivered to you pursuant to Section 2.3 of the
Agreement. Terms used herein which are defined in the Agreement shall have the
respective meanings set forth in the Agreement, unless otherwise defined herein.

         In connection with this opinion, we have examined the originals, or
certified, conformed or reproduction copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinions hereinafter expressed. In stating our opinion, we have assumed
the genuineness of all signatures on original or certified copies, the
authenticity of documents submitted to us as originals and the conformity to
original or certified copies of all copies submitted to us as certified or
reproduction copies.

         We have also assumed, for purposes of the opinions expressed herein,
that the parties to the Documents other than the Lessee have the corporate power
and authority to enter into and


<PAGE>


perform each of the Documents and that each of the Documents has been duly
authorized, executed and delivered by each such other party.

         Based upon the foregoing, and subject to the limitations set forth
herein, we are of the opinion that:

                  1. The Lessee (i) is a duly organized and validly existing
         corporation in good standing under the laws of the jurisdiction of its
         incorporation, (ii) has the power and authority to own its property and
         assets and to transact the business in which it is engaged and (iii) is
         duly qualified as a foreign corporation and in good standing in each
         jurisdiction where the ownership, leasing or operation of property or
         the conduct of its business requires such qualification.

                  2. The Lessee has the corporate power to execute, deliver and
         perform the terms and provisions of each of the Documents to which it
         is a party and has taken all necessary corporate action to authorize
         the execution, delivery and performance by it of each of such
         Documents. The Lessee has duly executed and delivered each of the
         Documents to which it is a party, and each of such Documents
         constitutes its legal, valid and binding obligation enforceable in
         accordance with its terms except as the enforceability thereof may be
         limited by applicable bankruptcy, insolvency, reorganization or other
         similar laws affecting creditors' rights generally and by general
         equitable principles (regardless of whether the issue of enforceability
         is considered in proceeding in equity or at law).

                           3. Neither the execution, delivery or performance by
         the Lessee of the Documents to which it is a party, nor compliance by
         it with the terms and provisions thereof, (i) will contravene any
         provision of any law, statute, rule or regulation or, to the best of
         our knowledge after due inquiry, any order, writ, injunction or decree
         of any court or governmental instrumentality, (ii) will conflict or be
         inconsistent with or result in any breach of any of the terms,
         covenants, conditions or provisions of, or constitute a default under,
         or result in the creation or imposition of (or the obligation to create
         or impose) any Lien upon any of the property or assets of the Lessee
         pursuant to the terms of any indenture, mortgage, deed of trust, credit
         agreement, loan agreement or any other agreement, contract or
         instrument or which we are aware to which the Lessee is a party or by
         which it or any of its property of assets is bound or to which it may
         be subject or (iii) will violate any provision of the Certificate of
         Incorporation or By-Laws of Lessee.

                           4. To the best of our knowledge after due inquiry,
         there are no actions, suits, or proceedings pending or threatened (i)
         with respect to any Document or (ii) that are reasonably likely to
         materially and adversely affect the operations, business, property,
         assets, condition (financial or otherwise) or prospects of the Lessee.

                           5. No order, consent, approval, license,
         authorization or validation of, or filing, recording or registration
         with (except as have been obtained or made prior to the Delivery Date),
         or exemption by, any governmental or public body or authority, or any
         subdivision thereof, is required to authorize, or is required in
         connection with, (i) the

                                      -2-

<PAGE>


         execution, delivery and performance of any Document to which the Lessee
         is a party or (ii) the legality, validity, binding effect or
         enforceability of any such Document.

                           6. The choice of New York law as the governing law of
         the Agreement is a valid choice of law.

                           7. The consent by the Lessee in Section 20 of the
         Agreement to the jurisdiction of courts sitting in the State of New
         York is a valid consent to the jurisdiction of such courts.

                           8. It is not necessary under the laws of the
         jurisdiction of incorporation of the Lessee, (i) in order to enable the
         Lessor and Airlease or either of them to enforce their respective
         rights under the Documents or (ii) by reason of the execution, delivery
         or performance of the Documents, that either of them should be
         licensed, qualified or entitled to carry on business in any such
         jurisdiction.

                           9. Neither the Lessor nor Airlease is or will be
         resident, domiciled, carrying on business or subject to taxation in the
         jurisdiction of incorporation of the Lessee by reason only of the
         execution, delivery, performance or enforcement of the Documents.

         The opinions concerning the enforceability of the Documents means that
the Documents constitute an effective contract under applicable law, that the
Documents are not invalid in their entirety because of a specific statutory
prohibition or public policy and are not subject in their entirety to a
contractual defense and, subject to the last sentence of this paragraph, some
remedy is available if the Lessee is in material default under the Documents.
This opinion does not mean that any particular remedy is available upon a
material default, or every provision of the Documents will be upheld or enforced
in any or each circumstance by a court. Furthermore, the validity, binding
effect and enforceability of the Documents may be limited or otherwise affected
by a bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or other similar statutes, rules, regulations or other laws affecting the
enforcement of creditors' rights and remedies generally and the unavailability
of, or limitation on the availability of, a particular right or remedy (whether
in a proceeding in equity or at law) because of an equitable principle or
requirement as to commercial reasonableness, conscionability or good faith.

         We do not purport to be experts on, and do not purport to be generally
familiar with or qualified to express legal opinions based on, any law other
than the laws of the State of New Mexico and accordingly express no opinion
herein based upon any law other than the laws of the State of New Mexico or the
federal laws of the United States of America. We note that the Agreement
provides that is shall be governed by the laws of the State of New York. We have
assumed with your permission for purposes of this opinion letter that the laws
of the State of New York are the same as the laws of the State of New Mexico.
The opinions expressed herein are solely for your benefit and may not be relied
upon in any manner or for any purpose by any other person.

                                           Very truly yours,


                                      -3-

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                                TABLE OF CONTENTS


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ERROR! NO TABLE OF CONTENTS ENTRIES FOUND.


SCHEDULE 1                 AIRCRAFT DESCRIPTION
SCHEDULE 2

EXHIBIT A                  Lease Supplement
EXHIBIT B                  Form of Receipt for Lease Aircraft
EXHIBIT C                  Lease Termination Agreement
EXHIBIT D                  Form of Operating Report
EXHIBIT E                  Form of Letter of Credit
EXHIBIT F                  Form of Opinion



</TEXT>
</DOCUMENT>
