SEACOR HOLDINGS INC /NEW/
10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>jd10-15ex10_1.txt
<DESCRIPTION>10.1
<TEXT>
                                                                    EXHIBIT 10.1


                            STOCK PURCHASE AGREEMENT


                                      AMONG


                             ROWAN COMPANIES, INC.,


                               ERA AVIATION, INC.


                                       AND


                              SEACOR HOLDINGS INC.



                          DATED AS OF OCTOBER 14, 2004




<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>            <C>                                                                                      <C>
                                                                                                                 PAGE
                                                                                                                 ----

ARTICLE I PURCHASE AND SALE OF SHARES.............................................................................1
   SECTION 1.01 Purchase and Sale of Shares.......................................................................1
   SECTION 1.02 Purchase Price....................................................................................1
   SECTION 1.03 Closing...........................................................................................1
   SECTION 1.04 Deliveries by Seller..............................................................................2
   SECTION 1.05 Deliveries by Purchaser...........................................................................2
   SECTION 1.06 Books and Records.................................................................................2
   SECTION 1.07 Transition Services...............................................................................2
   SECTION 1.08 Intercompany Accounts.............................................................................2
   SECTION 1.09 Working Capital Adjustment........................................................................3
   SECTION 1.10 Inventory Verification............................................................................5

ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY...............................................6
   SECTION 2.01 Organization and Qualification....................................................................6
   SECTION 2.02 Articles of Incorporation and By-Laws.............................................................6
   SECTION 2.03 Capitalization and Ownership......................................................................7
   SECTION 2.04 Authority Relative to the Transaction Documents...................................................7
   SECTION 2.05 No Conflict; Required Filings and Consents........................................................8
   SECTION 2.06 Company Permits; Compliance With Laws.............................................................9
   SECTION 2.07 Financial Statements; Liabilities; Contracts......................................................9
   SECTION 2.08 Material Contracts...............................................................................10
   SECTION 2.09 Absence of Certain Developments..................................................................12
   SECTION 2.10 Absence of Litigation............................................................................13
   SECTION 2.11 Employee Benefit Plans; Labor Matters............................................................13
   SECTION 2.12 Taxes............................................................................................16
   SECTION 2.13 Environmental Matters............................................................................18
   SECTION 2.14 Real Property....................................................................................20
   SECTION 2.15 Tangible Personal Property.......................................................................22
   SECTION 2.16 Intellectual Property............................................................................22
   SECTION 2.17 Aircraft; Adequacy of Rights.....................................................................25
   SECTION 2.18 Aircraft Crew Members............................................................................26
   SECTION 2.19 Accounts Receivable..............................................................................27
   SECTION 2.20 Insurance........................................................................................27
   SECTION 2.21 Related Party Transactions.......................................................................27
   SECTION 2.22 Customers and Suppliers..........................................................................28
   SECTION 2.23 Banks............................................................................................28
   SECTION 2.24 Brokers..........................................................................................28


                                       i
<PAGE>
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER..........................................................28
   SECTION 3.01 Organization and Qualification...................................................................28
   SECTION 3.02 Authority Relative to the Transaction Documents..................................................28
   SECTION 3.03 No Conflict; Required Filings and Consents.......................................................29
   SECTION 3.04 Acquisition of Shares for Investment.............................................................29
   SECTION 3.05 Availability of Funds............................................................................29
   SECTION 3.06 Litigation.......................................................................................29
   SECTION 3.07 Brokers..........................................................................................30

ARTICLE IV ADDITIONAL AGREEMENTS.................................................................................30
   SECTION 4.01 Conduct of Business by the Company Pending the Closing...........................................30
   SECTION 4.02 Access to Information; Confidentiality...........................................................33
   SECTION 4.03 Interim Financial Statements.....................................................................34
   SECTION 4.04 Notice of Litigation.............................................................................34
   SECTION 4.05 Approvals and Consents; Cooperation..............................................................34
   SECTION 4.06 No Solicitation of Transactions..................................................................34
   SECTION 4.07 Employees; Employee Benefits.....................................................................35
   SECTION 4.08 Tax Matters......................................................................................38
   SECTION 4.09 Purchaser's Use of Name..........................................................................43
   SECTION 4.10 Director and Non-Employee Officer Resignations...................................................43
   SECTION 4.11 Transfer of Certain Assets.......................................................................43
   SECTION 4.12 Commercially Reasonable Efforts..................................................................43
   SECTION 4.13 Public Announcements.............................................................................43
   SECTION 4.14 Notification of Certain Matters..................................................................44
   SECTION 4.15 Additional Agreements............................................................................44
   SECTION 4.16 Merrill Field Leasehold Interest.................................................................45
   SECTION 4.17 Noncompetition...................................................................................45
   SECTION 4.18 Indemnification For Certain Matters in Disclosure Letter.........................................46

ARTICLE V CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE.......................................................46
   SECTION 5.01 Conditions to Each Party's Obligation to Effect the Transaction..................................46
   SECTION 5.02 Further Conditions to Seller's Obligations.......................................................47
   SECTION 5.03 Further Conditions to Purchaser's Obligations....................................................47

ARTICLE VI TERMINATION, AMENDMENT AND WAIVER.....................................................................48
   SECTION 6.01 Termination......................................................................................48
   SECTION 6.02 Effect of Termination............................................................................49
   SECTION 6.03 Amendment........................................................................................49
   SECTION 6.04 Waiver...........................................................................................49
   SECTION 6.05 Fees and Expenses................................................................................49
   SECTION 6.06 Risk of Loss.....................................................................................50


                                       ii
<PAGE>
ARTICLE VII SURVIVAL AND INDEMNIFICATION.........................................................................51
   SECTION 7.01 Survival Periods.................................................................................51
   SECTION 7.02 Seller's Agreement to Indemnify..................................................................52
   SECTION 7.03 Purchaser's Agreement to Indemnify...............................................................54
   SECTION 7.04 Indemnification Procedures For Third Party Claims................................................55
   SECTION 7.05 No Setoff........................................................................................57
   SECTION 7.06 No Duplication...................................................................................57
   SECTION 7.07 Qualifications for Materiality...................................................................57
   SECTION 7.08 Sole Remedy......................................................................................57
   SECTION 7.09 No Special Damages...............................................................................58

ARTICLE VIII GENERAL PROVISIONS..................................................................................58
   SECTION 8.01 Notices..........................................................................................58
   SECTION 8.02 Severability.....................................................................................59
   SECTION 8.03 Assignment.......................................................................................59
   SECTION 8.04 Interpretation...................................................................................60
   SECTION 8.05 Specific Performance.............................................................................60
   SECTION 8.06 Governing Law....................................................................................60
   SECTION 8.07 Parties in Interest..............................................................................60
   SECTION 8.08 Counterparts.....................................................................................60
   SECTION 8.09 Entire Agreement.................................................................................60
   SECTION 8.10 Certain Definitions..............................................................................61

</TABLE>

                                      iii
<PAGE>
                             TABLE OF DEFINED TERMS
                          (NOT A PART OF THE AGREEMENT)

<TABLE>
<C>                                             <C>           <C>                                             <C>

TERM                                              PAGE         TERM                                             PAGE
----                                              ----         ----                                             ----

Acquisition Proposal...............................35          Environmental Permit...............................19
Affiliate..........................................61          ERISA..............................................61
Affiliated Group...................................61          Expenses...........................................50
Agreed Rate.........................................4          FAA.................................................8
Agreement...........................................1          FAR.................................................9
Aircraft...........................................25          Final Inventory.....................................5
Aircraft Documents.................................25          Fixed Wing Business................................61
Auditors............................................4          Fixed Wing Claim...................................61
Blue Sky Laws.......................................8          Forms..............................................42
Business............................................1          GAAP................................................3
Business Day.......................................61          Government Actions.................................26
CERCLA.............................................19          Government Contract................................11
Claim..............................................55          Governmental Entity................................61
Closing.............................................1          HSR Act.............................................8
Closing Condition Consents.........................47          Intellectual Property..............................22
Closing Date........................................2          Intellectual Property Licenses.....................61
Closing Date Working Capital Schedule...............3          Inventory..........................................61
Closing Statement...................................3          Inventory Verification Period.......................5
COBRA..............................................15          IRS................................................14
Code...............................................61          Knowledge..........................................62
Company.............................................1          Law................................................62
Company Common Stock................................1          Lien...............................................62
Company Employees..................................35          Litigation.........................................62
Company Financial Statements........................9          Material Contracts.................................10
Company Material Adverse Effect.....................6          Merrill Field Leashold Interest....................45
Company Permits.....................................9          Multiemployer Plan.................................14
Company Plans......................................14          Multiple Employer Plan.............................14
Company Properties.................................21          Order..............................................62
Company Property...................................21          Owned Properties...................................21
Confidentiality Agreement..........................33          Owned Property.....................................21
Contract...........................................61          PBGC...............................................15
Crew Member........................................26          PCBs...............................................19
Deductible Amount..................................52          Permitted Liens....................................62
Deed Reservations..................................62          Person.............................................62
Disclosure Letter...................................6          Personal Property Leases...........................22
DOT.................................................8          Preliminary Inventory...............................5
employee benefit plans.............................13          Purchase Price......................................1
Environmental Action...............................18          Purchaser...........................................1
Environmental Clean-up Site........................19          Purchaser Damages..................................52
Environmental Costs and Liabilities................19          Purchaser Disclosure Letter........................28
Environmental Laws.................................19          Purchaser Employee Benefit Plans...................36


                                       iv
<PAGE>
Purchaser Indemnitees..............................52         Survival Period....................................51
Purchaser Medical Plan.............................37         Target Working Capital..............................3
RCRA...............................................19         Tax Proceeding.....................................41
Real Property Lease................................21         Tax Returns........................................63
Real Property Leases...............................21         Taxes..............................................63
Related Equipment..................................62         Terminating Purchaser Breach.......................49
Release............................................19         Terminating Seller Breach..........................49
Representatives....................................33         Termination Date...................................48
Rowan Marine.......................................44         Title IV Plan......................................15
Section 338(h)(10) Election........................42         Transaction Documents...............................2
Securities Act.....................................29         Transition Date....................................36
Seller..............................................1         Transition Services Agreement.......................2
Seller Affiliated Group............................63         U of A.............................................45
Seller Damages.....................................54         U of A Letter Agreement............................45
Seller Indemnitees.................................54         Uncollected Accounts Receivable.....................3
Shares..............................................1         USERRA.............................................36
Stock Purchase......................................1         WARN...............................................63
Straddle Period....................................39         Working Capital.....................................3
</TABLE>



                                       v
<PAGE>
                            STOCK PURCHASE AGREEMENT
                            ------------------------

           THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October
14, 2004, is entered into by and among ROWAN COMPANIES, INC., a Delaware
corporation ("Seller"), ERA AVIATION, INC., a Washington corporation (the
"Company"), and SEACOR HOLDINGS INC., a Delaware corporation ("Purchaser").

                                R E C I T A L S:
                                - - - - - - - -

           WHEREAS, Seller owns 2,000 shares (the "Shares") of common stock, no
par value per share ("Company Common Stock"), of the Company, which represent
all of the outstanding shares of capital stock of the Company;

           WHEREAS, the Company is engaged in the business of (i) providing
contract and charter helicopter and fixed-wing aviation services and (ii)
operating a scheduled regional airline service in Alaska (such business referred
to herein as the "Business"); and

           WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Shares upon the terms and subject to the conditions set forth herein;

           NOW THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties hereto agree as follows:

                                    ARTICLE I

                           PURCHASE AND SALE OF SHARES

           SECTION 1.01 Purchase and Sale of Shares. On the terms and subject to
the conditions set forth in this Agreement, at the Closing (as defined below)
Seller shall sell, assign, transfer, convey and deliver to Purchaser, and
Purchaser shall purchase and accept from Seller, all of the Shares for the
aggregate consideration set forth in SECTION 1.02 below. The transactions
contemplated by this SECTION 1.01 are sometimes referred to herein as the "Stock
Purchase."

           SECTION 1.02 Purchase Price.

          (a) In consideration for the Shares, Purchaser shall pay to Seller an
     aggregate cash purchase price of $118,125,000 (the "Purchase Price"),
     subject to adjustment as provided in SECTION 1.09, SECTION 1.10 and SECTION
     6.06.

          (b) Purchaser shall pay the Purchase Price at the Closing by wire
     transfer of immediately available funds to an account or accounts
     designated by Seller, such designation to be made not less than two (2)
     Business Days prior to the Closing.

           SECTION 1.03 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Andrews Kurth
LLP, 600 Travis, Suite 4200, Houston, Texas 77002, on the first Business Day
immediately following the day on which the last of the conditions to each
party's obligations under this Agreement (other than those that by their nature
are intended to be satisfied at Closing) set forth in ARTICLE V shall have been
satisfied or waived, or at such other time, date or place as the parties may
agree. The date on which the Closing occurs is referred to herein as the
"Closing Date."

                                       1
<PAGE>
           SECTION 1.04 Deliveries by Seller. Subject to the terms and
conditions of this Agreement, at the Closing, Seller shall deliver (or cause to
be delivered) the following to Purchaser:

          (a) One or more certificates representing the Shares, accompanied by
     stock powers duly endorsed in blank or accompanied by duly executed
     instruments of transfer; and

          (b) All other documents, instruments and writings required to be
     delivered by Seller (or as reasonably requested by Purchaser in order to
     facilitate the Stock Purchase) at or (to the extent not previously
     delivered) prior to the Closing Date under this Agreement.

           SECTION 1.05 Deliveries by Purchaser. Subject to the terms and
conditions of this Agreement, at the Closing, Purchaser will deliver (or cause
to be delivered) the following to Seller:

          (a) The Purchase Price as set forth in SECTION 1.02 of this Agreement;
     and

          (b) All other documents, instruments and writings required to be
     delivered by Purchaser at or (to the extent not previously delivered) prior
     to the Closing Date under this Agreement.

           SECTION 1.06 Books and Records. Seller agrees to deliver to Purchaser
at the Closing all books and records of the Company (including correspondence,
memoranda, books of account, personnel and payroll records and the like).

           SECTION 1.07 Transition Services. On the Closing Date, Seller and
Purchaser shall enter into a transition services agreement (the "Transition
Services Agreement," and, together with this Agreement, and each other
agreement, document or instrument or certificate to be executed in connection
with the consummation of the transactions contemplated by this Agreement, the
"Transaction Documents"), in substantially the form attached hereto as Exhibit
1.07. Except as provided in the Transition Services Agreement, at the Closing,
all data processing, accounting, insurance, banking, personnel, legal,
communications and other products and services provided to the Company by Seller
or any of Seller's Affiliates, including any agreements or understandings
(written or oral) with respect thereto, will terminate.

           SECTION 1.08 Intercompany Accounts. SECTION 1.08 of the Disclosure
Letter sets forth all intercompany accounts (including cash) and all
intercompany leases and other agreements between the Company, on the one hand,
and Seller and or any of Seller's Affiliates (other than the Company), on the
other hand, and specifies whether they shall be paid or otherwise settled as of
the Closing.


                                       2
<PAGE>
           SECTION 1.09 Working Capital Adjustment.

          (a) SECTION 1.09 of the Disclosure Letter sets forth the components of
     Working Capital (as defined below) as of June 30, 2004, in the amount of
     $12,700,000 ("Target Working Capital").

          (b) Within seventy-five (75) Business Days following the Closing:

               (i) Purchaser shall prepare and deliver, or cause to be prepared
          and delivered, to Seller a schedule of components of Working Capital
          as of the Closing Date prepared in a manner consistent with SECTION
          1.09 of the Disclosure Letter (the "Closing Date Working Capital
          Schedule") and a statement (the "Closing Statement") reflecting the
          calculation of any adjustment to the Purchase Price under this SECTION
          1.09(b), accompanied by a certificate of the chief financial officer
          or principal accounting officer of Purchaser, in such person's
          capacity as an officer of Purchaser and not in any personal capacity,
          to the effect that such Closing Statement has, to his or her
          knowledge, been prepared in accordance with the terms of this
          Agreement.

               (ii) The Closing Date Working Capital Schedule shall reflect
          Working Capital consistent with financial reporting policies and
          procedures used by the Business prior to the Closing, which policies
          and procedures are set forth in SECTION 1.09 of the Disclosure Letter.
          As used in this Agreement, "Working Capital" means the amount of
          current assets of the Business (excluding (A) Inventory, (B) income
          taxes, (C) intercompany accounts, (D) accounts receivable as of the
          Closing Date that are not collected on or prior to the date the
          Closing Statement is delivered to Seller ("Uncollected Accounts
          Receivable") and (E) proceeds from sales of non-current assets) minus
          the amount of current liabilities of the Business (excluding income
          taxes and intercompany accounts) and minus any new indebtedness
          incurred prior to the Closing, each as determined as of the relevant
          date and recorded in accordance with generally accepted accounting
          principles in the United States ("GAAP") and calculated in a manner
          consistent with SECTION 1.09 of the Disclosure Letter. From and after
          the date the Closing Statement is delivered to Seller, Purchaser shall
          use commercially reasonable efforts, consistent with the Company's
          past practice, to collect any Uncollected Accounts Receivable and
          shall promptly remit to Seller any proceeds thereof.

               (iii) Seller shall have a period of twenty (20) Business Days
          after delivery of the Closing Date Working Capital Schedule and the
          Closing Statement to review (and cause Seller's auditors to review)
          such documents and make any objections it may have in writing to
          Purchaser. Purchaser will make the work papers and back-up materials
          used in preparing the Closing Date Working Capital Schedule and the
          Closing Statement available to Seller and Seller's auditors at
          reasonable times and upon reasonable notice during such twenty (20)
          Business Day period in order to facilitate the resolution by the
          parties of any objections to the Closing Date Working Capital Schedule
          and the Closing Statement. If written objections are delivered to
          Purchaser by Seller within such twenty (20) Business Day period, then


                                       3
<PAGE>
          Purchaser and Seller shall attempt to resolve the matter or matters in
          dispute. If no written objections are made by Seller within such
          twenty (20) Business Day period, then the Closing Date Working Capital
          Schedule and the Closing Statement shall be final and binding on the
          parties. If disputes with respect to the Closing Date Working Capital
          Schedule or the Closing Statement cannot be resolved by Purchaser and
          Seller within five (5) Business Days after timely delivery of any
          objections thereto, then, at the request of Purchaser or Seller, the
          specific matters in dispute shall be submitted to KPMG International
          or such other independent accounting firm as may be approved by Seller
          and Purchaser (KPMG International or such other independent accounting
          firm, as applicable, the "Auditors"), which firm shall, not later than
          twenty (20) Business Days after such submission, render its opinion as
          to such specific matters. If no such submission is made within five
          (5) Business Days after the delivery of the objections, then any
          unresolved objections shall be disregarded, and the Closing Date
          Working Capital Schedule and the Closing Statement shall be final and
          binding on the parties. Based on such opinion, the Auditors will then
          send to Seller and Purchaser their determination of the specified
          matters in dispute, which determination shall be final and binding on
          the parties hereto. Each of the parties shall bear all costs and
          expenses incurred by it in connection with such arbitration, and the
          fees and expenses of the Auditors shall be borne one-half by Seller
          and one-half by Purchaser.

               (iv) If the Working Capital reflected on the Closing Date Working
          Capital Schedule as finally determined under SECTION 1.09(b)(iii) of
          this Agreement is less than the Target Working Capital, then within
          five (5) Business Days following the final determination thereof,
          Seller shall pay to Purchaser, by wire transfer of immediately
          available funds to the account or accounts designated by Purchaser,
          the amount of such deficiency with interest thereon at a rate per
          annum equal to the rate of interest published by the Wall Street
          Journal from time to time as the "prime rate" at the large U.S. money
          center banks (the "Agreed Rate") during the period from the Closing
          Date to the date of payment. If the Working Capital reflected on the
          Closing Date Working Capital Schedule as finally determined under
          SECTION 1.09(b)(iii) is greater than the Target Working Capital, then
          within five (5) Business Days following the final determination
          thereof, Purchaser shall pay to Seller, by wire transfer of
          immediately available funds to the account or accounts designated by
          Seller, the amount of such excess with interest thereon at the Agreed
          Rate during the period from the Closing Date to the date of payment.

          (c) Purchaser and Seller shall, and shall cause their respective
     representatives to, cooperate and assist in the preparation of the Closing
     Date Working Capital Schedule and Closing Statement and the calculation of
     Working Capital and in the conduct of the review described in this SECTION
     1.09, including, without limitation, the making available to the extent
     necessary of books, records, work papers and personnel.


                                       4
<PAGE>
           SECTION 1.10 Inventory Verification.

          (a) SECTION 1.10(a) of the Disclosure Letter contains a preliminary
     list of all of the items comprising the Inventory on hand as of June 30,
     2004 (the "Preliminary Inventory"), which list includes the quantities of
     such items on hand as of such date, as well as the book values of such
     items.

          (b) Promptly following the date hereof, in the presence of
     representatives of both Seller and Purchaser, the Company shall commence a
     physical count and reconciliation of the Inventory in accordance with the
     Company's normal inventory procedures, as described in the Summary of
     Inventory Accounting Policies, a copy of which is set forth in SECTION
     1.10(b) of the Disclosure Letter, as of November 1, 2004 and shall prepare
     an updated version of the list contained in SECTION 1.10(a) of the
     Disclosure Letter reflecting the results of such physical count and
     reconciliation (the "Final Inventory"). Such physical count and
     reconciliation shall be completed as expeditiously as possible but in any
     event within thirty (30) Business Days after the date hereof (or, if
     necessary, such later time as the parties may mutually agree, but in no
     event later than seventy-five (75) Business Days after the Closing) (the
     "Inventory Verification Period"). If, upon completion of such physical
     count, the parties agree on the Final Inventory, each of them shall execute
     a certificate in writing certifying as to their agreement regarding the
     Final Inventory and attach thereto a copy of the list of the Final
     Inventory so agreed to. Any items of Inventory that cannot be used or
     returned to a usable state in accordance with the Company's past practices
     due to improper or missing documentation related to such items required
     under applicable Company Permits or Law shall not be included in the
     determination of the Final Inventory.

          (c) If the parties are unable to agree upon the Final Inventory on or
     before the expiration of the Inventory Verification Period, Seller on the
     one hand and Purchaser on the other shall each prepare a written statement
     specifying therein in detail the basis and reason for all disputes between
     the parties regarding the determination of the Final Inventory and the
     amounts in dispute. Within five (5) Business Days after the expiration of
     the Inventory Verification Period, they shall each submit such written
     statements to the Auditors, who shall act as an arbitrator, for resolution
     of all disputes set forth in such written statements. The Auditors shall be
     instructed to use commercially reasonable efforts to resolve all disputes
     as soon as practicable and in any event within twenty (20) Business Days
     after the submission to it of the parties' written statements. Each of the
     parties shall bear all costs and expenses incurred by it in connection with
     such arbitration, and the fees of the Auditors shall be shared equally by
     Purchaser and Seller. This provision for arbitration shall be specifically
     enforceable by the parties, and the decision of the Auditors shall be final
     and binding and there shall be no right of appeal therefrom.

          (d) Within five (5) Business Days after the date on which the Final
     Inventory is finally determined in accordance with this SECTION 1.10
     (whether by agreement of the parties or by decision of the Auditors), (i)
     if the Final Inventory exceeds the aggregate book value of the Preliminary
     Inventory set forth in SECTION 1.10(a) of the Disclosure Letter by more
     than $200,000, then Purchaser shall pay Seller the amount of such excess in
     immediately available funds, or (ii) if the aggregate book value of the
     Preliminary Inventory set forth in SECTION 1.10(a) of the Disclosure Letter
     exceeds the aggregate book value of the Final Inventory by more than
     $100,000, then Seller shall pay Purchaser the amount of such excess in
     immediately available funds.


                                       5
<PAGE>
                                   ARTICLE II

            REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY

           Except as set forth in a Disclosure Letter delivered by Seller and
the Company concurrently with the execution of this Agreement (the "Disclosure
Letter"), Seller and the Company hereby jointly and severally represent and
warrant to Purchaser as follows:

           SECTION 2.01 Organization and Qualification. Each of Seller and the
Company is a corporation duly incorporated, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation and has the
requisite power and authority to own, lease and operate its properties and to
carry on its business as it is now being conducted. Each of Seller and the
Company is duly qualified or licensed as a foreign corporation to do business,
and is in good standing, in each jurisdiction where the character of the
properties owned, leased or operated by Seller or the Company, as applicable, or
the nature of their respective businesses makes such qualification or licensing
necessary, except for such failures to be so qualified or licensed and in good
standing as would not, individually or in the aggregate, have a Company Material
Adverse Effect. As used in this Agreement, the term "Company Material Adverse
Effect" means (a) a material impairment or delay of the ability of Seller to
consummate the transactions contemplated by this Agreement or (b) a material
adverse change in, or effect on, the business, assets and liabilities (taken
together), properties, condition (financial or otherwise) or results of
operations of the Company; provided, however, that (i) any adverse change or
effect directly and substantially attributable to the announcement, pendency or
consummation of the transactions contemplated by this Agreement (including any
decrease in customer demand, any reduction in revenues, any disruption in
supplier, partner or similar relationships or any loss of employees), (ii)
general business or economic conditions affecting the economy as a whole, (iii)
conditions generally affecting the helicopter or aviation industries as a whole
and (iv) changes or developments in financial or securities markets or the
economy in general, any outbreak or escalation of hostilities or the declaration
by the United States of a national emergency or war, any acts of terrorism, any
other international or domestic calamity or crisis or geopolitical event, or
effects of weather or meteorological events shall each be excluded from such
determination.

           SECTION 2.02 Articles of Incorporation and By-Laws.

          (a) Seller has made available to Purchaser complete and correct copies
     of its certificate of incorporation and by-laws and the articles of
     incorporation and by-laws of the Company, in each case as amended to the
     date of this Agreement. Seller is not in violation of any of the provisions
     of its certificate of incorporation or by-laws, and the Company is not in
     violation of any of the provisions of its articles of incorporation or
     by-laws.


                                       6
<PAGE>
          (b) The minute books of the Company previously made available to
     Purchaser contain true, correct and complete records of all meetings and
     accurately reflect all other corporate action of the stockholders and board
     of directors of the Company. The stock certificate books and stock transfer
     ledgers of the Company previously made available to Purchaser are true,
     correct and complete. All stock transfer taxes levied or payable with
     respect to all transfers of shares of the Company prior to the date hereof
     have been paid and appropriate transfer tax stamps affixed.

           SECTION 2.03 Capitalization and Ownership.

          (a) The authorized capital stock of the Company consists of 3,000
     shares of Company Common Stock. Two thousand shares of Company Common Stock
     are outstanding, all of which are validly issued, fully paid and
     nonassessable. Except for the Shares, there are no shares of capital stock
     or other equity interests in the Company issued or outstanding, and except
     for this Agreement, there are no options, warrants or other rights,
     agreements, arrangements or commitments obligating the Company to issue or
     sell any shares of capital stock of, or other equity interests in, the
     Company.

          (b) All of the Shares are owned of record and beneficially by Seller,
     and the consummation of the Stock Purchase will convey to Purchaser good
     title to the Shares, free and clear of all Liens (as hereinafter defined),
     except for those created by Purchaser or arising out of ownership of the
     Shares by Purchaser. Seller has the corporate power and authority to sell,
     transfer, assign and deliver the Shares as provided in this Agreement, and
     such delivery will convey to Purchaser good and marketable title to the
     Shares, free and clear of all Liens.

          (c) Except as set forth on SECTION 2.03(c) of the Disclosure Letter,
     there is no existing option, warrant, call, right or contract of any
     character to which Seller or the Company is a party requiring, and there
     are no securities of the Company outstanding which upon conversion or
     exchange would require, the issuance, sale or transfer of any additional
     shares of capital stock or other equity securities of the Company or other
     securities convertible into, exchangeable for or evidencing the right to
     subscribe for or purchase shares of capital stock or other equity
     securities of the Company. Neither Seller nor the Company is a party to any
     voting trust or other Contract (other than this Agreement) with respect to
     the voting, redemption, sale, transfer or other disposition of the capital
     stock of the Company.

           SECTION 2.04 Authority Relative to the Transaction Documents. Each of
Seller and the Company has all necessary corporate power and authority to
execute and deliver the Transaction Documents, to perform its obligations
thereunder and to consummate the transactions contemplated thereby. The
execution and delivery of the Transaction Documents by Seller and the Company
and the consummation by Seller and the Company of the transactions contemplated
thereby have been duly and validly authorized by all necessary corporate action,
and no other corporate proceedings on the part of Seller or the Company are
necessary to authorize the Transaction Documents or to consummate the
transactions contemplated thereby. The Transaction Documents have been duly and
validly executed and delivered by Seller and the Company and, assuming the due
authorization, execution and delivery by Purchaser, constitute the legal, valid
and binding obligation of Seller and the Company, enforceable against Seller and
the Company in accordance with their terms (except insofar as enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting creditors' rights
generally, or principles governing the availability of equitable remedies).


                                       7
<PAGE>
           SECTION 2.05 No Conflict; Required Filings and Consents.

          (a) The execution and delivery of the Transaction Documents and the
     consummation of the transactions contemplated thereby by Seller and the
     Company will not, (i) conflict with or violate the certificate of
     incorporation or by-laws of Seller or the articles of incorporation or
     by-laws of the Company or (ii) except as set forth in SECTION 2.05(a) of
     the Disclosure Letter and assuming that all consents, approvals,
     authorizations and other actions described in SECTION 2.05(b) have been
     obtained and all filings and obligations described in SECTION 2.05(b) have
     been made, conflict with or result in any violation of or default (with or
     without notice or lapse of time, or both) under, or give rise to a right of
     termination, cancellation or acceleration of any obligation or loss of a
     benefit under, or give rise to any obligation of the Company to make any
     payment under, or to the increased, additional, accelerated or guaranteed
     rights or entitlements of any Person under, or result in the creation of
     any Liens upon any of the properties or assets of the Company under, any
     provision of (A) any contract, or permit to which the Company is a party or
     by which any of the properties or assets of the Company are bound; (B) any
     Order of any Governmental Entity applicable to the Company or any of the
     properties or assets of the Company as of the date hereof; or (C) any
     applicable Law, except, with respect to clause (ii), for any such
     conflicts, violations, breaches, defaults, or other occurrences as would
     not, individually or in the aggregate, have a Company Material Adverse
     Effect.

          (b) Except as set forth in SECTION 2.05(b) of the Disclosure Letter,
     the execution and delivery of the Transaction Documents by Seller do not,
     and the performance of them by Seller will not, require any consent,
     approval, authorization or permit of, or filing with or notification to,
     any Governmental Entity, except (i) for applicable requirements, if any, of
     state securities or "blue sky" Laws ("Blue Sky Laws") and the pre-merger
     notification requirements of the Hart-Scott-Rodino Antitrust Improvements
     Act of 1976, as amended, and the rules and regulations thereunder ("HSR
     Act"), (ii) notices to, filings with or approvals of the U.S. Federal
     Aviation Administration ("FAA") required under applicable Law, if any,
     (iii) notices to, filings with or approvals of the U.S. Department of
     Transportation ("DOT") required under applicable Law, if any and (iv) where
     failure to obtain such consents, approvals, authorizations or permits, or
     to make such filings or notifications, would not prevent or delay
     consummation of the transactions contemplated by the Transaction Documents,
     or otherwise prevent Seller from performing its obligations under the
     Transaction Documents, and would not, individually or in the aggregate,
     have a Company Material Adverse Effect.


                                       8
<PAGE>
           SECTION 2.06 Company Permits; Compliance With Laws.

          (a) The Company is in possession of, and (assuming that all consents,
     approvals, authorizations and other actions described in SECTION 2.05(b)
     have been obtained and all filings and obligations described in SECTION
     2.05(b) have been made) immediately following the Closing will continue to
     possess, all franchises, grants, authorizations, licenses, permits,
     easements, variances, exceptions, consents, certificates, approvals and
     orders of any Governmental Entity necessary for the Company to own, lease
     and operate its properties and to carry on the Business in all material
     respects as it is now being conducted (the "Company Permits"), and, as of
     the date hereof, no suspension or cancellation of any material Company
     Permit is pending or, to the Knowledge of Seller, threatened. The Company
     has delivered copies or otherwise made available to Purchaser for
     inspection all Company Permits. The Company is up-to-date and current in
     all material respects with regard to record keeping and reporting that is
     necessary under any Company Permit, and no material Company Permit has been
     revoked, suspended, or limited in any material respect within the last five
     (5) years. All manuals, ratings, systems, and programs required to be in
     force, offered, promulgated, compiled, or assembled by the Company under
     any material Company Permit or other applicable Law, Federal Aviation
     Regulation ("FAR") or Department of Transportation regulation are complete,
     current, up-to-date, in full force and effect, and comply in all material
     respects with the Company Permit applicable thereto.

          (b) The Company is not in conflict with, or in default or violation
     of, and there has been no event that with the giving of notice or the lapse
     of time or both would become a default or violation of, in any material
     respect (i) any Law applicable to the Company or by which any property or
     asset of the Company is bound or affected, nor has it received notice of or
     been charged with such, nor, to the Knowledge of the Company or Seller, is
     the Company under investigation for any such violation, (ii) any note,
     bond, mortgage, indenture, contract, agreement, lease, license, franchise
     or other instrument or obligation to which the Company is a party or by
     which the Company or any property or asset of the Company is bound or
     affected or (iii) any Company Permits.

           SECTION 2.07 Financial Statements; Liabilities; Contracts.

          (a) SECTION 2.07(a) of the Disclosure Letter contains a balance sheet
     and income statement of the Company as of and for the period ending June
     30, 2004 (the "Company Financial Statements"). Except as disclosed therein,
     such Company Financial Statements were prepared from the books of account
     and other financial records of the Company, are complete and correct in all
     material respects and present fairly the financial position and results of
     operation of the Company as at the dates and for the periods indicated
     therein, and, except as set forth in SECTION 2.07(a) of the Disclosure
     Letter, each of the items reflected in such Company Financial Statements
     was recorded in accordance with GAAP.

          (b) The Company makes and keeps books, records and accounts which, in
     reasonable detail, accurately and fairly reflect the transactions and
     dispositions of its assets.


                                       9
<PAGE>
          (c) Except (i) for liabilities and obligations incurred in the
     ordinary course of business and consistent with past practice since the
     date of the Company Financial Statements, (ii) as otherwise disclosed
     herein or in SECTION 2.07(c) of the Disclosure Letter or (iii) for
     executory obligations existing as of the date of the Company Financial
     Statements that arose in the ordinary course of business consistent with
     past practice under contracts and agreements and that are disclosed in
     SECTION 2.08 of the Disclosure Letter (or to contracts or agreements that
     are not otherwise required to be disclosed in the Disclosure Letter by the
     terms of SECTION 2.08 of this Agreement), all liabilities and obligations
     of the Company (whether direct, indirect, accrued, contingent or otherwise)
     that would be required to be reflected or reserved against in the balance
     sheet of the Company included in the Company Financial Statements are so
     reflected or reserved against in such balance sheet of the Company.

           SECTION 2.08 Material Contracts.

          (a) SECTION 2.08 of the Disclosure Letter sets forth all of the
     following Contracts (as defined in SECTION 8.10) to which the Company is a
     party or by which it is bound (collectively, the "Material Contracts"):

               (i) Contracts with Seller or any current or former officer,
          director, stockholder or Affiliate of Seller;

               (ii) Contracts with any labor union or association representing
          any employee of the Company;

               (iii) Contracts pursuant to which any party is required to
          purchase or sell a stated portion of its requirements or output from
          or to another party;

               (iv) Contracts for the sale of any of the assets of the Company
          other than in the ordinary course of business or for the grant to any
          person of any preferential rights to purchase any of its assets;

               (v) Contracts for joint ventures, strategic alliances or
          partnerships;

               (vi) charter Contracts and master services agreements;

               (vii) Contracts containing covenants of the Company not to
          compete in any line of business or with any Person in any geographical
          area or covenants of any other Person not to compete with the Company
          in any line of business or in any geographical area;

               (viii) Contracts relating to the acquisition by the Company of
          any operating business or the capital stock of any other Person;

               (ix) Contracts relating to the incurrence, assumption or
          guarantee of any Indebtedness or imposing a Lien other than a
          Permitted Lien on any of its assets;


                                       10
<PAGE>
               (x) Contracts under which the Company has made advances or loans
          to any other Person in excess of $100,000;

               (xi) Contracts providing for severance, retention, change in
          control or other similar payments;

               (xii) Contracts for the employment of any individual on a
          full-time, part-time or consulting or other basis providing for annual
          compensation in excess of $100,000;

               (xiii) Contracts for the provision of goods or services involving
          consideration in excess of $100,000 over the term of the Contract;

               (xiv) outstanding agreements of guaranty, surety or
          indemnification, direct or indirect, by the Company;

               (xv) Contracts (or group of related contracts) which involve the
          expenditure of more than $100,000 and require performance by any party
          more than one year from the date hereof; and

               (xvi) Contracts with any Governmental Entity (each a "Government
          Contract")

               (xvii) Contracts that are otherwise material to the Company.

          (b) Each Material Contract is in full force and effect and is the
     legal, valid and binding obligation of the Company, enforceable against it
     in accordance with its terms, subject to applicable bankruptcy, insolvency,
     reorganization, moratorium and similar laws affecting creditors' rights and
     remedies generally and subject, as to enforceability, to general principles
     of equity (regardless of whether enforcement is sought in a proceeding at
     law or in equity). The Company is not in default under any Material
     Contract, nor, to the Knowledge of Seller or the Company, is any other
     party to any Material Contract in default thereunder, and no event has
     occurred that with the lapse of time or the giving of notice or both would
     constitute a default by the Company or, to the Knowledge of Seller or the
     Company, any other party thereunder. No party to any of the Material
     Contracts has exercised any termination rights with respect thereto. Except
     as indicated in SECTION 2.08 of the Disclosure Letter, Seller has delivered
     or otherwise made available to Purchaser true, correct and complete copies
     of all of the Material Contracts, together with all amendments,
     modifications or supplements thereto.

          (c) None of the Government Contracts requires the Company to have a
     U.S. Government approved accounting system, and the Company is in
     substantial compliance with all material obligations imposed by Law upon
     the Company as a result of any Government Contract, including all material
     reporting or filing requirements (such as, by example but not by way of
     limitation, EEO-1 and VETS-100 forms) with all applicable Governmental
     Entities.


                                       11
<PAGE>
           SECTION 2.09 Absence of Certain Developments. Except as expressly
contemplated by this Agreement or as set forth in SECTION 2.09 of the Disclosure
Letter, since the date of the Company Financial Statements the Company has
conducted the Business only in the ordinary course of business, and there has
not been any event, change, occurrence or circumstance that has had or would
reasonably be expected to have a Company Material Adverse Effect. Without
limiting the generality of the foregoing, except as expressly contemplated by
this Agreement or as set forth in the Disclosure Letter, since the date of the
Company Financial Statements:

          (a) as of the date hereof, there has not been any damage, destruction
     or loss, whether or not covered by insurance, with respect to (i) any
     Aircraft or Company Property or (ii) any other property or asset of the
     Company having a replacement cost of more than $200,000 for all such
     losses;

          (b) there has not been any declaration, setting aside or payment of
     any dividend or other distribution in respect of any shares of capital
     stock of the Company or any repurchase, redemption or other acquisition by
     the Company of any outstanding shares of capital stock or other securities
     of, or other ownership interest in, the Company;

          (c) the Company has not awarded or paid any bonuses to employees of
     the Company with respect to the fiscal year ending December 31, 2004,
     except to the extent accrued on the Company Financial Statements or entered
     into any employment, deferred compensation, severance or similar agreement
     (nor amended any such agreement) or agreed to increase the compensation
     payable or to become payable by it to any of the Company's directors,
     officers, employees, agents or representatives or agreed to increase the
     coverage or benefits available under any severance pay, termination pay,
     vacation pay, company awards, salary continuation for disability, sick
     leave, deferred compensation, bonus or other incentive compensation,
     insurance, pension or other employee benefit plan, payment or arrangement
     made to, for or with such directors, officers, employees, agents or
     representatives;

          (d) there has not been any change by the Company in accounting or Tax
     reporting principles, methods or policies;

          (e) the Company has not made or rescinded any election relating to
     Taxes, or settled or compromised any material claim relating to Taxes;

          (f) the Company has not failed to promptly pay and discharge current
     liabilities except where disputed in good faith by appropriate proceedings;

          (g) the Company has not made any loans, advances or capital
     contributions to, or investments in, any Person or paid any fees or
     expenses to any director, officer or partner of the Company, Seller or any
     Affiliate of Seller;

          (h) the Company has not mortgaged, pledged or subjected to any Lien,
     other than Permitted Liens, any of its assets, or acquired any assets or
     sold, assigned, transferred, conveyed, leased or otherwise disposed of any
     assets of the Company, except for assets acquired or sold, assigned,
     transferred, conveyed, leased or otherwise disposed of in the ordinary
     course of business;


                                       12
<PAGE>
          (i) the Company has not discharged or satisfied any Lien, or paid any
     obligation or liability (fixed or contingent), except in the ordinary
     course of business and not otherwise material to the Company;

          (j) the Company has not canceled or compromised any debt or claim or
     amended, canceled, terminated, relinquished, waived or released any
     Contract or right except in the ordinary course of business and which, in
     the aggregate, would not be material to the Company;

          (k) the Company has not made or committed to make any capital
     expenditures or capital additions or betterments in excess of $1,000,000
     individually or $5,000,000 in the aggregate;

          (l) other than pursuant to the intercompany relationships described in
     SECTION 1.08 of the Disclosure Letter, the Company has not issued, created,
     incurred, assumed or guaranteed any indebtedness;

          (m) the Company has not granted any license or sublicense of any
     rights under or with respect to any Intellectual Property;

          (n) the Company has not instituted or settled any material Litigation;
     and

          (o) the Company has not agreed, committed, arranged or entered into
     any understanding to do anything set forth in this SECTION 2.09.

           SECTION 2.10 Absence of Litigation.

          (a) Except as set forth in SECTION 2.10(a) of the Disclosure Letter or
     in any notice provided pursuant to SECTION 4.14 hereof, there is no
     Litigation pending or, to the Knowledge of Seller or the Company,
     threatened against the Company, or any property or asset of the Company.

          (b) Except as set forth in SECTION 2.10(b) of the Disclosure Letter,
     neither the Company nor any property or asset of the Company is subject to
     any continuing order of, consent decree, settlement agreement or other
     similar written agreement with, or, to the Knowledge of Seller or the
     Company, continuing investigation by, any Governmental Entity, or any
     Order, determination or award of any Governmental Entity or arbitrator.
     Except as set forth in SECTION 2.10(b) of the Disclosure Letter, the
     Company is not engaged in any legal action to recover monies due it or for
     damages sustained by it.

           SECTION 2.11 Employee Benefit Plans; Labor Matters.

          (a) SECTION 2.11(a) of the Disclosure Letter contains a true and
     complete list of all "employee benefit plans" (within the meaning of
     Section 3(3) of ERISA and all other employee benefit plans, programs,
     agreements, policies, arrangements or payroll practices, including bonus or
     other incentive compensation, collective bargaining agreements, employment,
     consulting or other compensation, incentive, equity or equity-based
     compensation, deferred compensation, retention, change in control,
     severance, sick leave, vacation pay, salary continuation, health, life
     insurance and educational assistance plans, policies agreements or
     arrangements as to which the Company has any obligations, contingent or
     otherwise (collectively, the "Company Plans").



                                       13
<PAGE>
          (b) Correct and complete copies of the following documents, with
     respect to each of the Company Plans have been delivered or otherwise made
     available to Purchaser by Seller, to the extent applicable: (i) plan
     documents, summary plan descriptions, related trust documents, insurance
     contracts or other funding arrangements, and in each case, all amendments
     thereto; (ii) the most recently filed Internal Revenue Service ("IRS") Form
     5500 and all schedules thereto, (iii) the most recent IRS determination
     letter and (iv) the most recently prepared actuarial report and financial
     statement.

          (c) The Company has no express or implied legally binding arrangement
     that would constitute a commitment to create any additional Company Plan or
     to modify any existing Company Plan (other than with respect to a
     modification, change or termination required by ERISA or the Code).

          (d) Except as set forth in SECTION 2.11(d) of the Disclosure Letter,
     neither the execution and delivery of this Agreement nor the consummation
     of the Stock Purchase will (i) result in any payment becoming due to any
     Employee, (ii) increase any benefits otherwise payable under any Company
     Plan or (iii) result in the acceleration of the time of payment or vesting
     of any such benefits under any such Company Plan.

          (e) None of the Company Plans is a multiemployer plan, within the
     meaning of Section 3(37) or 4001(a)(3) of ERISA (a "Multiemployer Plan")
     nor will the Company have any obligation to make any contribution to any
     Multiemployer Plan. None of the Company Plans is a single employer pension
     plan, within the meaning of Section 4001(a)(15) of ERISA, for which the
     Company could incur liability under Section 4063 or 4064 of ERISA (a
     "Multiple Employer Plan"). With respect to each Company Plan, neither the
     Company nor any trade or business, whether or not incorporated, that
     together with the Company would be deemed a "single employer" within the
     meaning of Section 4001(b) of ERISA has made or suffered a "complete
     withdrawal" or a "partial withdrawal" as such terms are respectively
     defined in Sections 4203 and 4205 of ERISA (or any liability resulting
     therefrom has been satisfied in full).

          (f) Except as set forth in SECTION 2.11(f) of the Disclosure Letter,
     none of the Company Plans (i) provides for the payment of separation,
     severance, termination or similar-type benefits to any Person or (ii)
     obligates the Company to pay separation, severance, termination or other
     benefits as a result of the transactions contemplated by this Agreement.

          (g) To the Company's or Seller's Knowledge, there has been no
     non-exempt prohibited transaction (within the meaning of Section 406 of
     ERISA or Section 4975 of the Code) with respect to any Company Plan, which
     could reasonably be expected to give rise to liability of the Company equal
     to or greater than $500,000 in the aggregate. The Company is not currently
     liable and has not previously incurred any liability for any tax or penalty
     arising under Section 4971, 4972, 4979, 4980 or 4980B of the Code or
     Section 502(c) of ERISA which could reasonably be expected to give rise to
     liability of the Company equal to or greater than $500,000 in the
     aggregate, and to the Company or Seller's Knowledge, no fact or event
     exists which could reasonably be expected to give rise to any such
     liability.


                                       14
<PAGE>
          (h) Except as set forth in SECTION 2.11(h) of the Disclosure Letter,
     there are no pending actions, claims or lawsuits which have been asserted
     or instituted relating to the Company Plans, the assets of any of the
     trusts under such plans or the sponsor, administrator or fiduciary of any
     of the Company Plans, with respect to the operation of such plans (other
     than routine benefit claims which could not reasonably be expected to
     result in a Company Material Adverse Effect), nor does the Company have any
     Knowledge of facts that could form the basis for any such claim or lawsuit.

          (i) Except as set forth in SECTION 2.11(i) of the Disclosure Letter,
     none of the Company Plans provide for post-employment life or health
     insurance, benefits or coverage for any participant or any beneficiary of a
     participant, except as may be required under the Consolidate Omnibus Budget
     Reconciliation Act of 1985, as amended ("COBRA").

          (j) The Company has not incurred any liability under, arising out of
     or by operation of Title IV of ERISA that has not been satisfied in full
     (other than liability for premiums to the Pension Benefit Guaranty
     Corporation ("PBGC") arising in the ordinary course), including, without
     limitation, any liability in connection with the termination or
     reorganization of any employee pension benefit plan subject to Title IV of
     ERISA maintained by the Company or any ERISA Affiliate (as defined at the
     end of this paragraph) or to which the Company or any ERISA Affiliate
     contributed or has ever been obligated to contribute thereunder (a "Title
     IV Plan"). With respect to the Title IV Plans, (i) no complete or partial
     termination has occurred within the five (5) years preceding the date of
     this Agreement with respect to any Title IV Plan, (ii) no reportable event
     (within the meaning of Section 4043 of ERISA) for which the 30-day notice
     requirement to the PBGC has not been waived has occurred or is expected to
     occur with respect to any Title IV Plans, (iii) no asset of the Company is
     the subject of any lien arising under Section 302(f) of ERISA or Section
     412(n) of the Code, (iv) the Company has not been required to post any
     security under Section 307 of ERISA or Section 401(a)(29) of the Code and
     (v) no fact or event exists which would give rise to any such lien or
     requirement to post any such security, which could, in each of (i)-(v)
     listed above, reasonably be expected to give rise to liability of the
     Company equal to or greater than $500,000 in the aggregate. An "ERISA
     Affiliate" shall mean any Affiliate of the Company and any trade or
     business (whether or not incorporated) which is or has ever been under
     common control, or which is or has ever been treated as a single employer,
     with any of them under Section 414(b), (c), (m) or (o) of the Code.

          (k) The Company Plans have been maintained, in all material respects,
     in accordance with their terms and with the requirements of all applicable
     Laws, including, without limitation, ERISA and the Code, except for such
     Law violations as could not reasonably be expected to give rise to
     liability of the Company equal to or greater than $500,000 in the
     aggregate. To the Knowledge of Seller or the Company, nothing has occurred
     with respect to the operation of the Company Plans that would reasonably be
     expected to cause the imposition to the Company of any liabilities,
     penalties or taxes under ERISA or the Code which, in the aggregate, could
     reasonably be expected to result in a Company Material Adverse Effect.


                                       15
<PAGE>
          (l) The Company has not incurred any liability under, and has complied
     in all respects with all applicable Laws relating to the employment of
     labor, including all such applicable Laws relating to wages, hours, WARN,
     collective bargaining, discrimination, civil rights, safety and health,
     workers' compensation and the collection and payment of withholding and/or
     social security taxes and any similar tax, except for immaterial
     non-compliance. The Company does not reasonably expect to incur any such
     liability as a result of actions taken or not taken prior to the Closing.
     SECTION 2.11(l) of the Disclosure Letter lists all notices given by the
     Company in connection with WARN.

          (m) (i) The Company is not a party to any collective bargaining
     agreement or other labor union contract applicable to Persons employed by
     the Company, nor, to the Knowledge of Seller and the Company, are there any
     activities or proceedings of any labor union to organize any such
     employees; (ii) the Company has not breached or otherwise failed to comply
     with any provision of any such agreement or contract, and there are no
     grievances outstanding against the Company under any such agreement or
     contract; (iii) there are no unfair labor practice complaints pending
     against the Company before the National Labor Relations Board or any
     current union representation questions involving employees of the Company;
     and (iv) there is no strike, slowdown, work stoppage or lockout, or, to the
     Knowledge of Seller and the Company, threat thereof, by or with respect to
     any employees of the Company.

           SECTION 2.12 Taxes.

          (a) All income and other material Tax Returns required to be filed by
     or with respect to the Company (or any Affiliated Group of which the
     Company is or was a member) prior to the date of this Agreement (taking
     into account extensions) have been filed, and all such Tax Returns are
     true, correct and complete in all material respects. All Taxes shown due on
     such returns and all other material amounts of Taxes (whether or not
     required to be shown on a Tax Return) payable by or with respect to the
     Company (or any Affiliated Group of which the Company is or was a member)
     have been timely paid or accrued on the Company Financial Statements.

          (b) SECTION 2.12(b) of the Disclosure Letter lists all income and
     other material Tax Returns filed with respect to the Company since December
     31, 2000. Seller has made available to Purchaser complete copies of the
     relevant portions of all income and other material Tax Returns of,
     examination reports relating to, and statements of deficiencies assessed
     against or agreed to by, the Company during such period.

          (c) Except as set forth in SECTION 2.12(c) of the Disclosure Letter,
     neither the Company nor any Person on its behalf has waived any statute of
     limitations in respect of Taxes or agreed to, or become a party to, any
     extension of time with respect to a Tax assessment or deficiency or the
     period for filing any Tax Return, which waiver of statute of limitations or
     extension of time has not since expired.


                                       16
<PAGE>
          (d) Except as set forth in SECTION 2.12(d) of the Disclosure Letter,
     the Company is not a party to any pending action or proceeding, and,
     neither Seller nor the Company has received any written notice that there
     is any action or proceeding threatened by any Governmental Entity against
     the Company for assessment or collection of Taxes. All deficiencies
     asserted or assessments made as a result of any examinations by any
     Governmental Entity of the Tax Returns of or with respect to the Company
     have been fully paid.

          (e) The Company has not been a member of any Affiliated Group other
     than the Affiliated Group of which Seller is the common parent, and the
     Company does not have any liability for Taxes of any Person under Treasury
     Regulation Section 1.1502-6 or any comparable provision of state, local or
     foreign Law (other than as a member of such group).

          (f) The Company has withheld or collected and timely paid over to the
     appropriate Governmental Entity (or is properly holding for such payment)
     all Taxes required by applicable Law to be withheld or collected.

          (g) Neither Seller nor the Company has received any written notice
     that a claim with regard to Taxes has been made by a Governmental Entity in
     a jurisdiction in which no Tax Return is filed by or with respect to the
     Company such that the Company may be subject to taxation by that
     jurisdiction.

          (h) Other than any Lien for current taxes and assessments not yet past
     due, there are no Liens for Taxes upon the assets of the Company.

          (i) The Company is not subject to private letter rulings of the IRS or
     comparable rulings from any other Governmental Entity.

          (j) Neither the Company nor any Person on its behalf has (i) agreed,
     is required or has any application pending, to make any adjustment pursuant
     to Section 481(a) of the Code or any similar provision of applicable Law or
     has received notice that any Governmental Entity has proposed any such
     adjustment, (ii) executed or entered into a closing agreement pursuant to
     Section 7121 of the Code or any similar provision of applicable Law or
     (iii) granted to any Person any power of attorney that is currently in
     force with respect to any Tax matter.

          (k) None of the property owned by the Company is (i) property required
     to be treated as being owned by another Person pursuant to the provisions
     of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and
     in effect immediately prior to the enactment of the Tax Reform Act of 1986,
     (ii) "tax-exempt use property" within the meaning of Section 168(h)(1) of
     the Code, (iii) "tax-exempt bond financed property" within the meaning of
     Section 168(g) of the Code, (iv) "limited use property" within the meaning
     of Rev. Proc. 2001-28, (v) subject to Section 168(g)(1)(A) of the Code, or
     (vi) subject to any provision of state, local or foreign Law comparable to
     any of the provisions listed above.


                                       17
<PAGE>
          (l) The Company is not a party to or bound by any tax sharing,
     allocation, indemnity or similar agreement or arrangement (whether or not
     written) pursuant to which Purchaser or any of its Affiliates (including
     the Company) will have any obligation to make any payments after the
     Closing.

          (m) The Company has not constituted either a "distributing
     corporation" or a "controlled corporation" (within the meaning of Section
     355(a)(1)(A) of the Code) in a distribution of stock qualifying for
     tax-free treatment under Section 355 of the Code (i) in the two (2) years
     prior to the date of this Agreement or (ii) in a distribution which could
     otherwise constitute part of a "plan" or "series of related transactions"
     (within the meaning of Section 355(e) of the Code) in conjunction with the
     transactions contemplated by this Agreement.

          (n) There is no taxable income of the Company that will be required
     under applicable Law to be reported by Purchaser or any of its Affiliates
     (including the Company) for a taxable period (or portion thereof) beginning
     after the Closing Date which taxable income was realized (and reflects
     economic income) arising prior to the Closing Date.

          (o) Except as set forth in SECTION 2.12(o) of the Disclosure Letter,
     the Company is not and within the last five (5) years has not been, or
     treated as having been, engaged in a trade or business or a permanent
     establishment in any jurisdiction other than the United States, and the
     Company has not within the last five (5) years been and is not subject to
     taxation (including any withholding tax) in any jurisdiction other than the
     (i) United States or (ii) a jurisdiction in the United States.

          (p) Except as set forth in SECTION 2.12(p) of the Disclosure Letter,
     the Company has not made any payments, is not obligated to make any
     payments, and is not a party to any agreement that under certain
     circumstances would obligate the Company to make any payments that will not
     be deductible under Section 280G of the Code or subject to Section 4999 of
     the Code.

          (q) The Company does not, directly or indirectly, own any capital
     stock or other equity interest in any other Person.

          (r) The Company is a member of a "selling consolidated group" within
     the meaning of Treasury Regulation Section 1.338(h)(10)-1(b)(2), and Seller
     is eligible to make the Section 338(h)(10) Election with respect to the
     Company.

           SECTION 2.13 Environmental Matters.

          (a) For purposes of this Agreement, the following terms shall have the
     following meanings: (i) "Environmental Action" means any claim, proceeding
     or other Action brought or threatened under any Environmental Law or
     otherwise asserting that the Company has incurred or is responsible for
     Environmental Costs and Liabilities, including, but not limited to,


                                       18
<PAGE>
     assessments, judgments, damages, penalties, fines, or remedial obligations;
     (ii) "Environmental Clean-up Site" means any location which is listed on
     the National Priorities List, the Comprehensive Environmental Response,
     Compensation and Liability Information System, or on any similar local,
     state or foreign list of sites requiring investigation or cleanup, or which
     is the subject of any pending or threatened Action related to or arising
     from any alleged violation of any Environmental Law, or at which there has
     been an actual or threatened Release of a Hazardous Substance; (iii)
     "Environmental Costs and Liabilities" means Liabilities arising out of the
     ownership or operation of the business of the Company or the ownership,
     operation or condition of the Real Property or any other real property
     currently or formerly owned, occupied, operated or leased by the Company,
     in each case to the extent based upon or arising out of (A) Environmental
     Law, (B) a failure to obtain, maintain or comply with any Environmental
     Permit, (C) a Release of any Hazardous Substance, or (D) the use,
     generation, storage, transportation, treatment, manufacture, distribution,
     sale, or off-site disposal of Hazardous Substances; (iv) "Environmental
     Laws" means any and all applicable Laws issued, promulgated or entered into
     by any Governmental Entity relating to the environment, worker health and
     safety, preservation or reclamation of natural resources, or to the
     management, handling, use, generation, treatment, storage, transportation,
     disposal, manufacture, distribution, formulation, packaging, labeling,
     Release or threatened Release of or exposure to Hazardous Substances,
     whether now existing or subsequently enacted including, but not limited to,
     the Comprehensive Environmental Response, Compensation, and Liability Act,
     42 U.S.C. Section 9601 et seq. ("CERCLA"); the Federal Water Pollution
     Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C.
     Section 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section
     2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651
     et seq. the Emergency Planning and Community Right-to-Know Act of 1986, 42
     U.S.C. Section 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C.
     Section 300(f) et seq.; the Hazardous Materials Transportation Act, 49
     U.S.C. Section 1801 et seq.; the Federal Insecticide, Fungicide and
     Rodenticide Act 7 U.S.C. Section 136 et seq.; the Resource Conservation and
     Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 et seq.; the Oil
     Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; and any similar or
     implementing state or local Law, any all amendments or regulations
     promulgated thereunder; and any common law doctrine, including but not
     limited to, negligence, nuisance, trespass, personal injury, or property
     damage related to or arising out of the presence, Release, or exposure to
     Hazardous Substances; (v) "Environmental Permit" means any Authorization
     under Environmental Law, and includes any and all Orders issued or entered
     into by a Governmental Entity under Environmental Law; (vi) "Hazardous
     Substances" means all explosive or regulated radioactive materials or
     substances, hazardous or toxic materials, wastes or chemicals, petroleum
     and petroleum products (including crude oil or any fraction thereof),
     asbestos or asbestos containing materials, polychlorinated biphenyls
     ("PCBs") and all other materials, chemicals or substances which are
     regulated by, form the basis of liability or are defined as pollutants,
     contaminants, wastes, hazardous, extremely hazardous, toxic or words of
     similar import, under any Environmental Law, including materials listed in
     49 C.F.R. Section 172.101 and materials defined as hazardous pursuant to
     Section 101(14) of CERCLA (vii) "Release" means any spilling, leaking,
     pumping, pouring, emitting, emptying, discharging, injecting, escaping,
     leaching, dumping, exposure to or disposing of Hazardous Substances into or
     in the Environment.


                                       19
<PAGE>
          (b) Except as set forth in SECTION 2.13(b) of the Disclosure Letter or
     as would not be reasonably expected to result in Environmental Costs and
     Liabilities of $100,000 individually or $500,000 in the aggregate: (i) the
     Company has secured, and is in compliance with, all Environmental Permits
     required in connection with its operations and the Company Properties, all
     such Environmental Permits are valid and in full force and effect, and none
     of such Environmental Permits will be terminated or impaired or become
     terminable as a result of this transaction; (ii) the Company has not
     violated and is not in violation of any Environmental Laws, the Company has
     not received notice alleging that it is not in compliance with
     Environmental Laws, and the Company is not aware of facts or circumstances
     that are likely to result in the failure of the Company to comply with or
     constitute a violation of any Environmental Laws or Environmental Permits;
     (iii) none of the properties owned or leased by the Company (including
     soils and surface and ground waters) are contaminated with any Hazardous
     Substance, there has been no treatment, storage, disposal or Release of any
     Hazardous Substance at, from, into, on or under any Company Property or any
     other property currently or formerly owned, occupied, operated or leased by
     the Company; (iv) the Company is not actually or potentially or, to the
     Knowledge of Seller or the Company, allegedly liable for any off-site
     contamination, the Company has not received a CERCLA 104(e) information
     request nor has the Company been named a potentially responsible party for
     any National Priorities List site under CERCLA or any site under analogous
     state Law, and the Company has not transported or arranged for the
     treatment, storage, handling, disposal, or transportation of any Hazardous
     Substances to any off-site location that is an Environmental Clean-up Site;
     (v) there are no past, pending or, to Seller's or the Company's Knowledge,
     threatened Environmental Actions against or affecting the Company, the
     Company is not aware of any facts or circumstances which could be expected
     to form the basis for any Environmental Action against the Company, and the
     Company is not subject to any Order relating to compliance with any
     Environmental Law or to investigation or cleanup of a Hazardous Substance,
     and there are no past Environmental Actions under which the Company has any
     unfulfilled remedial obligations or ongoing monitoring or reporting
     obligations; (vi) any aboveground or underground tanks previously situated
     on the Company Properties or any other property currently or formerly
     owned, occupied, operated or leased by the Company have been removed in
     accordance with all Environmental Laws, there are no articles, containers
     or equipment containing PCBs in, at, on, under or within the Company
     Properties in excess of applicable standards, and there is no
     asbestos-containing material in, at, on, under or within the Company
     Properties in excess of applicable standards; and (vii) the Company has
     made available to Purchaser all material written environmental and worker
     health and safety investigations, assessments, studies, audits, tests and
     reports that have been prepared by or on behalf of the Company.

           SECTION 2.14 Real Property.

          (a) SECTION 2.14(a) of the Disclosure Letter sets forth a complete
     list of (i) all real property and interests in real property owned in fee
     by the Company (individually, an "Owned Property" and collectively, the
     "Owned Properties"), and (ii) all real property and interests in real
     property leased by the Company (individually, a "Real Property Lease" and


                                       20
<PAGE>
     collectively, the "Real Property Leases" and, together with the Owned
     Properties, being referred to herein individually as a "Company Property"
     and collectively as the "Company Properties") as lessee or lessor. The
     Company has good and marketable fee title to all Owned Property, free and
     clear of all Liens of any nature whatsoever except (A) Liens set forth in
     SECTION 2.14(a) of the Disclosure Letter and (B) Permitted Liens. The
     Company Properties constitute all interests in real property currently used
     or currently held for use in connection with the business of the Company
     and which are necessary for the continued operation of the business of the
     Company as the business is currently conducted. The Company has not used,
     nor allowed any other Person to use, any Company Property for any purpose
     other than helicopter or fixed-wing aviation operations and such other uses
     as are normally incident thereto. Except as indicated in SECTION 2.14(a) of
     the Disclosure Letter, the Company has delivered or otherwise made
     available to Purchaser true, correct and complete copies of (i) all deeds,
     title reports and surveys for the Owned Properties and (ii) the Real
     Property Leases, together with all amendments, modifications or
     supplements, if any, thereto.

          (b) The Company has a valid and enforceable leasehold interest under
     each of the Real Property Leases, subject to applicable bankruptcy,
     insolvency, reorganization, moratorium and similar laws affecting
     creditors' rights and remedies generally and subject, as to enforceability,
     to general principles of equity (regardless of whether enforcement is
     sought in a proceeding at law or in equity). Each of the Real Property
     Leases is in full force and effect, and the Company has neither received
     nor given any notice of any default or event that with notice or lapse of
     time, or both, would constitute a default by the Company under any of the
     Real Property Leases and, to the Knowledge of Seller or the Company, no
     other party is in default thereof, and no party of the Real Property Leases
     has exercised any termination rights with respect thereto.

          (c) The Company has all certificates of occupancy and Company Permits
     of any Governmental Body necessary in all material respects for the current
     use and operation of each Company Property.

          (d) There does not exist any actual or, to the Knowledge of Seller or
     the Company, threatened condemnation or eminent domain proceedings that
     affect any Company Property or any part thereof, and neither Seller nor the
     Company has received any notice, oral or written, of the intention of any
     Governmental Body or other Person to take or use all or any part thereof.

          (e) None of the Seller nor the Company has received any notice from
     any insurance company that has issued a policy with respect to any Company
     Property requiring performance of any structural or other repairs or
     alterations to such Company Property.

          (f) Except as set forth in SECTION 2.14(f) of the Disclosure Letter,
     the Company does not own or hold, and is not obligated under or a party to,
     any option, right of first refusal or other contractual right to purchase,
     acquire, sell, assign or dispose of any real estate or any portion thereof
     or interest therein.


                                       21
<PAGE>
           SECTION 2.15 Tangible Personal Property.

          (a) The Company has good title to all of the items of tangible
     personal property reflected on the Company Financial Statements (except as
     sold or disposed of subsequent to the date thereof in the ordinary course
     of business), including the Aircraft (as defined in SECTION 2.17(a)) and
     Related Equipment (as defined in SECTION 8.10(s)), free and clear of any
     and all Liens, other than (i) Liens set forth in SECTION 2.15(a) of the
     Disclosure Letter and (ii) Permitted Liens.

          (b) SECTION 2.15(b) of the Disclosure Letter sets forth all leases of
     personal property involving annual payments in excess of $25,000 relating
     to personal property used in the business of the Company or to which the
     Company is a party or by which the properties or assets of the Company is
     bound ("Personal Property Leases"). The Company has delivered or otherwise
     made available to Purchaser true, correct and complete copies of the
     Personal Property Leases, together with all amendments, modifications or
     supplements thereto.

          (c) The Company has a valid and enforceable leasehold interest under
     each of the Personal Property Leases under which it is a lessee, subject to
     applicable bankruptcy, insolvency, reorganization, moratorium and similar
     laws affecting creditors' rights and remedies generally and subject, as to
     enforceability, to general principles of equity (regardless of whether
     enforcement is sought in a proceeding at law or in equity). Each of the
     Personal Property Leases is in full force and effect. There is no default
     under any Personal Property Lease by the Company or, to the Knowledge of
     Seller or the Company, by any other party thereto, and no event has
     occurred that with the lapse of time or the giving of notice or both would
     constitute a default thereunder by the Company or, to the Knowledge of
     Seller or the Company, by any other party thereto. No party to any of the
     Personal Property Leases has exercised any termination rights with respect
     thereto.

           SECTION 2.16 Intellectual Property.

          (a) SECTION 2.16(a) of the Disclosure Letter sets forth an accurate
     and complete list of all patents, registered marks, pending applications
     for registrations of any marks and unregistered marks, registered
     copyrights, and pending applications for registration of copyrights, owned
     or filed by the Company (collectively, the "Intellectual Property").
     SECTION 2.16(a) of the Disclosure Letter lists the jurisdictions in which
     each such item of Intellectual Property has been issued or registered or in
     which any such application for such issuance and registration has been
     filed.

          (b) Except as disclosed in SECTION 2.16(b) of the Disclosure Letter,
     the Company is the sole and exclusive owner of all right, title and
     interest in and to (i) all of the patents, the marks, each of the
     registered copyrights and pending applications filed by the Company
     therefor, and (ii) each of the other material copyrights in any works of
     authorship prepared by or for the Company that resulted from or arose out
     of any work performed by or on behalf of the Company or by any employee,


                                       22
<PAGE>
     officer, consultant or contractor of any of them. To the Knowledge of
     Seller or the Company, the Company is the sole and exclusive owner of, or
     has valid and continuing rights to use, sell and license, as the case may
     be, all other material Intellectual Property used, sold or licensed by the
     Company in its businesses as presently conducted and as currently proposed
     to be conducted, free and clear of all Liens or obligations to others
     (except for those specified licenses included in SECTION 2.16(e) of the
     Disclosure Letter).

          (c) The material Intellectual Property owned, used, practiced or
     otherwise commercially exploited by the Company, the manufacturing,
     licensing, marketing, importation, offer for sale, sale or use of the
     Company's products or technology in connection with the business as
     presently and as currently proposed to be conducted, and the Company's
     present and currently proposed business practices and methods do not
     constitute an unauthorized use or misappropriation of any patent,
     copyright, trade secret or other similar right, of any Person, and, to the
     Knowledge of the Company or the Seller, do not infringe, constitute an
     unauthorized use of, or violate any other right of any Person (including,
     without limitation, pursuant to any non-disclosure agreements or
     obligations to which the Company or any of their present or former
     employees is a party). The material Intellectual Property owned by or
     licensed to the Company includes all of the intellectual property rights
     necessary to enable the Company to conduct its businesses in the manner in
     which such business is currently being conducted and, to the Knowledge of
     the Company or the Seller, as currently proposed to be conducted.

          (d) Except with respect to licenses of commercial off-the-shelf
     Software, and except pursuant to the Intellectual Property Licenses listed
     in SECTION 2.16(d) of the Disclosure Letter, the Company is not required,
     obligated, or under any liability whatsoever, to make any payments by way
     of royalties, fees or otherwise to any owner, licensor of, or other
     claimant to any material Intellectual Property, or other third party, with
     respect to the use thereof in connection with the conduct of the businesses
     of the Company as currently conducted or proposed to be conducted.

          (e) SECTION 2.16(e) of the Disclosure Letter sets forth a complete and
     accurate list of all contracts to which the Company is a party (i) granting
     any Intellectual Property Licenses, (ii) containing a covenant not to
     compete or otherwise limiting its ability to (A) exploit fully any of the
     Intellectual Property or (B) conduct the business in any market or
     geographical area or with any Person or (iii) containing an agreement to
     indemnify any other person against any claim of infringement of
     Intellectual Property.

          (f) Each of the Intellectual Property Licenses is in full force and
     effect and is the legal, valid and binding obligation of the Company,
     enforceable against it in accordance with its terms, subject to applicable
     bankruptcy, insolvency, reorganization, moratorium and similar laws
     affecting creditors' rights and remedies generally and subject, as to
     enforceability, to general principles of equity (regardless of whether
     enforcement is sought in a proceeding at law or in equity). The Company is
     not in default under any Intellectual Property License, nor, to the
     Knowledge of the Company or the Seller, is any other party to any
     Intellectual Property License in default thereunder, and no event has
     occurred that with the lapse of time or the giving of notice or both would
     constitute a default thereunder. No party to any of the Intellectual
     Property Licenses has exercised any termination rights with respect
     thereto.


                                       23
<PAGE>
          (g) The Company has not authorized any disclosure of any of the
     Company's trade secrets or other non-public, proprietary information
     material to its Business as presently conducted, and to the Knowledge of
     Seller or the Company, no such trade secrets or such other information have
     been actually disclosed by the Company to any third party other than
     pursuant to a non-disclosure agreement restricting the disclosure and use
     of the Intellectual Property, except for immaterial disclosures. The
     Company has taken adequate security measures to protect the secrecy,
     confidentiality and value of all the trade secrets of the Company and any
     other of its non-public, proprietary information material to its Business
     as presently conducted, including invention disclosures, not covered by any
     patents owned or patent applications filed by the Company, which measures
     are reasonable in the industry in which the Company operates.

          (h) As of the date hereof, the Company is not the subject of any
     pending or, to the Knowledge of Seller or the Company, threatened
     Litigation which involve a claim of infringement, unauthorized use, or
     violation by any Person against the Company or challenging the ownership,
     use, validity or enforceability of, any material Intellectual Property. The
     Company has not received notice of any such threatened claim and, to the
     Knowledge of Seller or the Company, there are no facts or circumstances
     that reasonably would form the basis for any claim of infringement,
     unauthorized use, or violation by any Person against the Company, or
     challenging the ownership, use, validity or enforceability of any material
     Intellectual Property. All of the Company's rights in and to material
     Intellectual Property are valid and enforceable.

          (i) To the Knowledge of Seller or the Company, no Person is
     infringing, violating, misusing or misappropriating any material
     Intellectual Property of the Company, and no such claims have been made
     against any Person by the Company.

          (j) There are no Orders to which the Company is a party or by which
     the Company is bound which restrict, in any material respect, the rights to
     use any of the Intellectual Property.

          (k) The consummation of the transactions contemplated hereby will not
     result in the loss or impairment of Purchaser's right to own or use any of
     the Intellectual Property.

          (l) No present or former employee has any right, title, or interest,
     directly or indirectly, in whole or in part, in any material Intellectual
     Property owned or used by the Company. To the Knowledge of Seller or the
     Company, no employee, consultant or independent contractor of the Company
     is, as a result of or in the course of such employee's, consultant's or
     independent contractor's engagement by the Company, in default or breach of
     any material term of any employment agreement, non-disclosure agreement,
     assignment of invention agreement or similar agreement.


                                       24
<PAGE>
          (m) SECTION 2.16(m) of the Disclosure Letter sets forth a complete and
     accurate list of (i) all Software that is owned exclusively by the Company
     and is material to the operation of the Business and (ii) all Software that
     is material to the Company's operation of the Business that is not
     exclusively owned by the Company, excluding Software available on
     reasonable terms through commercial distributors or in consumer retail
     stores for a license fee of no more than $10,000.

           SECTION 2.17 Aircraft; Adequacy of Rights.

          (a) SECTION 2.17(a) of the Disclosure Letter is a complete, accurate,
     and updated list of all aircraft owned by the Company and/or used by the
     Company in its Business as currently conducted (the "Aircraft"), including
     the insured values thereof. All Aircraft owned by the Company on the date
     hereof are duly registered in the name of the Company as the registered
     owner thereof. All Aircraft covered by conditional purchase agreements or
     leases to the Company are duly registered to such vendors or lessors as
     owner. There are no Liens against the Aircraft, except as set forth in
     SECTION 2.17(a) of the Disclosure Letter.

          (b) Each of the Aircraft has a Certificate of Airworthiness.

          (c) Except as noted in the applicable records and logs of the Aircraft
     and their respective Related Equipment, copies of which have been provided
     to or otherwise made available to Purchaser for inspection, no Aircraft or
     any of its Related Equipment have or have had any material damage or
     accident history, no FAA Form 337's or 8110-3's have been filed with regard
     to any Aircraft, and no Aircraft have been involved in any major incidents
     or accidents. All NTSB Form 6120's which the Company has filed in the last
     five (5) years are set forth in SECTION 2.17(c) of the Disclosure Letter.

          (d) While operated by the Company, all Aircraft have been flown, and
     all Aircraft and their respective Related Equipment have been operated,
     inspected, and maintained (including but not limited to any necessary
     preventive maintenance), in all material respects, in accordance with all
     applicable FAA regulations and requirements as well as all manufacturer
     guidelines, aircraft flight manuals, and other requirements or authorized
     alternative method of compliance.

          (e) While operated by the Company, all Aircraft and their respective
     Related Equipment have at all times been, as applicable, maintained,
     inspected, flown, operated, and repaired by duly qualified and certificated
     pilots, crew members, flight attendants, and mechanics, in all material
     respects, in accordance with all applicable Company Permits and Law
     requirements as well as any insurance requirements applicable to the
     Aircraft and their respective Related Equipment.

          (f) All Aircraft Documents (as defined below) are in all material
     respects complete, accurate, and up-to-date including, but not limited to,
     matching and consistent component cards for all components or accessories
     installed in any Aircraft. All material maintenance discrepancies have been
     duly and completely noted in the Aircraft Documents for each Aircraft.
     "Aircraft Documents" shall mean any and all log books, maintenance records,
     engine log books, and all other maintenance, modification, alteration,


                                       25
<PAGE>
     manufacturer origin, overhaul, repair, and inspection records and all other
     current and historical records and documentation pertaining to each
     Aircraft or its Related Equipment including, without limitation, all such
     documents and records required to be maintained under applicable Law, the
     applicable Company Permits, and in accordance with the requirements of all
     applicable FAR's and DOT regulations. Such records shall also include all
     documentation initially and subsequently furnished by the manufacturers of
     each Aircraft or its Related Equipment.

          (g) All necessary FAA or DOT forms relative to maintenance,
     inspection, repair, and overhaul of each Aircraft or its Related Equipment
     have been duly and timely filed with the FAA or DOT, as applicable, and
     noted in the Aircraft Documents, including, but not limited to all FAA Form
     337's, 8110-3's, and ICA's while such Aircraft and its Related Equipment
     have been operated by the Company.

          (h) The Company is a duly certified air carrier, and there are in full
     force and effect a DOT Certificate of Public Convenience and Necessity, an
     Air Carrier Certificate authorizing operations under FAR Parts 121, 133,
     135 and 137 and Repair Station Certificates under FAR Part 145 that are
     adequate for the conduct of the Business as presently conducted by the
     Company.

           SECTION 2.18 Aircraft Crew Members. As used herein, the term "Crew
Member" means a pilot, mechanic, flight attendant FAR 121 dispatcher or other
aircraft crew member, as applicable, whether currently employed by the Company
or not.

          (a) All Aircraft Crew Members have current and valid medical
     certificates to the extent they are required to have them under the
     applicable Company Permits and applicable FAA requirements;

          (b) All Aircraft Crew Members have been trained and are current in
     their applicable training requirements, all in accordance with the
     applicable Company Permits, applicable Law, and any other particular FAA
     and/or insurance requirements applicable to the business of the Company as
     it is now conducted;

          (c) All Aircraft Crew Members are current and up-to-date with regard
     to any drug testing or drug use detection training as required under the
     applicable Company Permits; and

          (d) With regard to the Company or any Aircraft Crew Member, SECTION
     2.18(d) of the Disclosure Letter sets forth all inquiries, proposed
     certificate actions, warning notices, letters of correction, administrative
     actions, enforcement actions, emergency actions, consent orders, orders of
     compliance, cease and desist orders, orders of denial, requests for
     re-examination, civil penalties, and/or criminal actions (all of which are
     collectively referred to as the "Government Actions") which have been
     initiated or proposed by the FAA as against the Company or, to the
     Knowledge of Seller or the Company, any Aircraft Crew Member within the
     last five (5) years, true and complete copies of which have been provided
     or otherwise made available to Purchaser. No other Government Actions are
     pending against the Company or, to the Knowledge of Seller or the Company,


                                       26
<PAGE>
     any Aircraft Crew Member, and, to the Knowledge of Seller or the Company,
     no other Government Actions are threatened or imminent as against the
     Company or any Aircraft Crew Member. Neither the Company nor, to the
     Knowledge of Seller or the Company, any Aircraft Crew Member has had any
     material license, certificate, validation, or authorization suspended,
     revoked, or limited in any manner during the last five (5) years, nor is
     the Company or, to the Knowledge of Seller or the Company, any Aircraft
     Crew Member currently subject to any restriction, limitation, suspension,
     FAA order or request for remedial training of any kind or character.

           SECTION 2.19 Accounts Receivable. Solely with respect to accounts
receivable of the Business that are not paid or settled in accordance with
SECTION 1.08 of this Agreement, all such accounts receivable of the Company with
respect to the Business are reflected properly on the books and records of the
Company, are valid, have arisen from bona fide transactions in the ordinary
course of business and are subject to no setoff or counterclaim. The accounts
receivable reserves on the face of the balance sheet included in the Company
Financial Statements have been established based on the past practices of the
Business and, in light of the collections experience of the Business, are, to
Seller's and the Company's Knowledge, adequate to cover accounts receivable in
existence as of the date of such balance sheet that are not collectible in
accordance with their terms and were recorded in accordance with GAAP
consistently applied.

           SECTION 2.20 Insurance. The Company has insurance policies in full
force and effect for such amounts as are sufficient in all material respects for
all requirements of applicable Law and all agreements to which the Company is a
party or by which it is bound. Set forth in SECTION 2.20 of the Disclosure
Letter is a list of all insurance policies and all fidelity bonds held by or
applicable to the Company setting forth, in respect of each such policy, the
policy name, policy number, carrier, term, type and amount of coverage and
annual premium as of the date hereof, and Seller or the Company has provided or
otherwise made available to Purchaser true and complete copies of all such
insurance policies and fidelity bonds. Excluding insurance policies that have
expired and been replaced in the ordinary course of business, no insurance
policy has been cancelled within the last two (2) years and, to the Knowledge of
the Company or the Seller, no threat has been made to cancel any insurance
policy of the Company during such period. No underwriter of any insurance policy
applicable to the Company or any of its properties or assets has denied coverage
of any pending or open claims made with respect to the Company or any of its
properties or assets.

           SECTION 2.21 Related Party Transactions. Except as set forth in
SECTION 2.21 of the Disclosure Letter, none of Seller or any of its directors,
officers, partners, stockholders or Affiliates or any director, officer,
partner, stockholder or Affiliate of the Company (i) owns any direct or indirect
interest of any kind in, or controls or is a director, officer, employee or
partner of, or consultant to, or lender to or borrower from or has the right to
participate in the profits of, any Person which is (A) a competitor, supplier,
customer, landlord, tenant, creditor or debtor of the Company, (B) engaged in a
business related to the business of the Company or (C) a participant in any
transaction to which the Company is a party or (ii) is a party to any Contract
with the Company.


                                       27
<PAGE>
           SECTION 2.22 Customers and Suppliers. SECTION 2.22 of the Disclosure
Letter sets forth a list of the ten (10) largest customers and the ten (10)
largest suppliers of the Company, as measured by the dollar amount of purchases
therefrom or thereby, during the fiscal year ended December 31, 2003 and the six
(6) months ended June 30, 2004, showing the approximate total sales by the
Company to each such customer and the approximate total purchases by the Company
from each such supplier, during such period.

           SECTION 2.23 Banks. SECTION 2.23 of the Disclosure Letter contains a
complete and correct list of the names and locations of all banks in which the
Company has accounts or safe deposit boxes and the names of all persons
authorized to draw thereon or to have access thereto. Except as set forth on
SECTION 2.23 of the Disclosure Letter, no person holds a power of attorney to
act on behalf of the Company with respect to such accounts or safe deposit
boxes.

           SECTION 2.24 Brokers. Except for Simmons & Company International,
whose fees will be paid by Seller, no broker, finder or investment banker is
entitled to a brokerage, finder's or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of Seller or the Company.

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

           Except as set forth in the Disclosure Letter delivered by Purchaser
concurrently with the execution of this Agreement (the "Purchaser Disclosure
Letter"), Purchaser hereby represents and warrants to Seller and the Company
that:

           SECTION 3.01 Organization and Qualification. Purchaser is a
corporation duly incorporated, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation and has the requisite power and
authority and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as it is now being conducted.

           SECTION 3.02 Authority Relative to the Transaction Documents.
Purchaser has all necessary corporate power and authority to execute and deliver
the Transaction Documents, to perform its obligations thereunder and to
consummate the transactions contemplated thereby. The execution and delivery of
the Transaction Documents by Purchaser and the consummation by Purchaser of the
transactions contemplated thereby have been duly and validly authorized by all
necessary corporate action, and no other corporate proceedings on the part of
Purchaser are necessary to authorize the Transaction Documents or to consummate
the transactions contemplated thereby. The Transaction Documents have been duly
and validly executed and delivered by Purchaser and, assuming the due
authorization, execution and delivery by Seller, constitutes the legal, valid
and binding obligation of Purchaser, enforceable against Purchaser in accordance
with their terms (except insofar as enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting creditors' rights generally, or principles governing the
availability of equitable remedies).


                                       28
<PAGE>
           SECTION 3.03 No Conflict; Required Filings and Consents.

          (a) The execution and delivery of the Transaction Documents and the
     consummation of the transactions contemplated thereby by Purchaser will
     not, (i) conflict with or violate the certificate of incorporation or
     by-laws of Purchaser, (ii) except as set forth in SECTION 3.03(a) of the
     Purchaser Disclosure Letter and assuming that all consents, approvals,
     authorizations and other actions described in SECTION 3.03(b) have been
     obtained and all filings and obligations described in SECTION 3.03(b) have
     been made, conflict with or violate any Law applicable to Purchaser or by
     which any property or asset of Purchaser is bound or affected, or (iii)
     result in any breach of or constitute a default (or an event which, with
     notice or lapse of time or both, would become a default) under, or give to
     others any right of termination, amendment, acceleration or cancellation
     of, or result in the creation of a lien or other encumbrance on any
     property or asset of Purchaser pursuant to, any note, bond, mortgage,
     indenture, contract, agreement, lease, license, permit, franchise or other
     instrument or obligation, except, with respect to clauses (ii) and (iii),
     for any such conflicts, violations, breaches, defaults or other occurrences
     as would not, individually or in the aggregate, have a material adverse
     effect on the ability of Purchaser to consummate the Stock Purchase.

          (b) The execution and delivery of the Transaction Documents by
     Purchaser do not, and the performance of them by Purchaser will not
     require, any consent, approval, authorization or permit of, or filing with
     or notification to, any Governmental Entity, except (i) for applicable
     requirements, if any, of Blue Sky Laws and the pre-merger notification
     requirements of the HSR Act, (ii) notices to, filings with or approvals of
     the FAA required under applicable Law, if any, (iii) notices to, filings
     with or approvals of the DOT required under applicable Law, if any and (iv)
     where failure to obtain such consents, approvals, authorizations or
     permits, or to make such filings or notifications, would not prevent or
     delay consummation of the transactions contemplated thereby, or otherwise
     prevent Purchaser from performing its obligations under the Transaction
     Documents, and would not, individually or in the aggregate, have a material
     adverse effect on the ability of Purchaser to consummate the Stock
     Purchase.

           SECTION 3.04 Acquisition of Shares for Investment. Purchaser is
acquiring the Shares for investment and not with a view to, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling the Shares. Purchaser agrees that the Shares may not be
sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed
of without registration under the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable Blue Sky Laws, except under an exemption
from such registration under the Securities Act and such Blue Sky Laws.

           SECTION 3.05 Availability of Funds. At the Closing Purchaser will
have sufficient immediately available funds, in cash, to pay the Purchase Price
and any other amounts payable under this Agreement as and when due hereunder and
to effect the transactions contemplated by this Agreement, all without any
further third-party consent or approval required.

           SECTION 3.06 Litigation. Except as set forth in SECTION 3.06 of the
Purchaser Disclosure Letter, there is no Litigation pending or, to the knowledge
of Purchaser, threatened against Purchaser or any of its Affiliates before any
court, arbitrator or Governmental Entity, which would, individually or in the
aggregate, have a material adverse effect on the ability of Purchaser to
consummate the Stock Purchase.


                                       29
<PAGE>
           SECTION 3.07 Brokers. No broker, finder or investment banker is
entitled to a brokerage, finder's or other fee or commission in connection with
the transactions contemplated hereby based upon arrangements made by or on
behalf of Purchaser.

                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

           SECTION 4.01 Conduct of Business by the Company Pending the Closing.
Seller and the Company covenant and agree that, during the period from the date
of this Agreement to and including the Closing Date, except as set forth in
SECTION 4.01 of the Disclosure Letter or as specifically contemplated by any
other provision of this Agreement or consented to by Purchaser in writing, the
Company shall, and Seller shall cause the Company to:

          (a) carry on its business in the usual, regular and ordinary course in
     all material respects, in substantially the same manner as heretofore
     conducted, and shall use commercially reasonable efforts to preserve intact
     its present lines of business, maintain its rights and franchises and
     preserve its relationships with employees, customers, suppliers and others
     having business dealings with it to the end that its ongoing business shall
     not be impaired in any material respect at the Closing; provided, however,
     that no action by Seller or the Company specifically permitted by any other
     provision of this Agreement shall be deemed a breach of this SECTION
     4.01(a);

          (b) maintain (i) all of the assets and properties of the Company in
     their current condition, ordinary wear and tear excepted, in accordance
     with the Company's past practices and (ii) insurance upon all of the
     properties and assets of the Company insured as of the date of this
     Agreement in such amounts and of such kinds comparable to that in effect on
     the date of this Agreement;

          (c) (i) maintain the books, accounts and records of the Company in the
     ordinary course of business, (ii) continue to collect accounts receivable
     and pay accounts payable utilizing normal procedures and without
     discounting or accelerating payment of such accounts other than in
     accordance with the Company's past practices and (iii) comply with all
     material contractual and other obligations applicable to the operation of
     the Company;

          (d) comply in all material respects with all applicable Laws and
     Company Permits;

          (e) not amend or otherwise change the Company's articles of
     incorporation or by-laws;


                                       30
<PAGE>
          (f) not transfer, issue, sell, pledge, dispose of, grant or encumber,
     or authorize the issuance, sale, pledge, disposition, grant or encumbrance
     of, (i) any shares of capital stock of the Company of any class or any
     options, warrants, convertible securities or other rights of any kind to
     acquire any shares of such capital stock, or any other ownership interest
     (including any phantom interest), of the Company, (ii) any Aircraft or
     (iii) any other asset of the Company except (A) in the ordinary course of
     business and in a manner consistent with past practice and (B) for
     consideration less than $100,000;

          (g) not reclassify, combine, split, subdivide or redeem, purchase or
     otherwise acquire, directly or indirectly, any of the Company's capital
     stock;

          (h) not (i) acquire or dispose of (including, without limitation, by
     merger, consolidation, acquisition or disposition of stock or assets, or by
     liquidation or dissolution) any interest in any corporation, partnership,
     other business organization or any division thereof or any assets, other
     than the acquisition or disposition of assets (other than the Aircraft and
     the Company Properties) in the ordinary course of business consistent with
     past practice, provided that the Company shall not acquire Inventory in
     excess of $2,000,000 in the aggregate; (ii) other than pursuant to the
     intercompany relationships described in SECTION 1.08 of the Disclosure
     Letter, incur any indebtedness for borrowed money or issue any debt
     securities or assume, guarantee or endorse, or otherwise as an
     accommodation become responsible for, the obligations of any Person, or
     make any loans or advances; (iii) enter into, amend in any material respect
     or terminate any contract or agreement material to the business, results of
     operations or financial condition of the Company taken as a whole other
     than in the ordinary course of business, consistent with past practice;
     (iv) authorize any capital expenditure, other than capital expenditures for
     the Company in an aggregate amount not exceeding the sum of (A) the amounts
     (by category) provided in the capital expenditure budget for the fiscal
     year ending December 31, 2004 previously provided to Purchaser and (B)
     $3,000,000; (v) enter into any commitment for capital expenditures of the
     Company in excess of $500,000 for any individual commitment and $2,000,000
     for all commitments in the aggregate; (vi) enter into any Contract that is
     not cancelable by the Company upon thirty (30) days notice without penalty;
     or (vii) enter into or amend any contract, agreement, commitment or
     arrangement that, if fully performed, would not be permitted under this
     SECTION 4.01(h);

          (i) subject to any Lien (other than Permitted Liens) or otherwise
     encumber or, except for Permitted Liens, permit, allow or suffer to be
     encumbered, any of the properties or assets (whether tangible or
     intangible) of the Company;

          (j) not (i) increase the compensation payable or to become payable to
     its employees, except for increases in accordance with past practices in
     salaries or wages of employees of the Company, (ii) grant any severance or
     termination pay to any employee of the Company, (iii) enter into or amend
     any employment or severance agreement with any director, officer or other
     employee of the Company or (iv) establish, adopt, enter into, extend, amend
     or terminate any collective bargaining, bonus, profit, thrift,
     compensation, stock option, restricted stock, pension, retirement, deferred
     compensation, employment, termination, severance or other agreement, trust,
     fund, policy or arrangement for the benefit of any director, officer or
     employee;


                                       31
<PAGE>
          (k) except as set forth in SECTION 4.01(k) of the Disclosure Letter,
     not make any tax election or settle or compromise any income tax liability;

          (l) not take any action that would prevent or impede any party to this
     Agreement from obtaining any consent or approval the receipt of which is a
     condition to the consummation of the transactions contemplated hereby;

          (m) not enter into any agreement or arrangement that would limit or
     otherwise restrict the Company or any successor thereto or, after the
     Closing, Purchaser or any subsidiary thereof or any successor thereto, from
     engaging or competing in any line of business or in any geographic area;

          (n) not pay, discharge or satisfy any claim, liability or obligation
     (absolute, accrued, asserted or unasserted, contingent or otherwise), other
     than the payment, discharge or satisfaction, in the ordinary course of
     business and consistent with past practice, of liabilities reflected or
     reserved against in the balance sheet of the Company (including the notes
     thereto) included in the Company Financial Statements or subsequently
     incurred in the ordinary course of business and consistent with past
     practice;

          (o) fly, operate, inspect, and maintain (including but not limited to
     any necessary preventive maintenance) all Aircraft in accordance with all
     applicable FAA regulations and requirements as well as all applicable
     manufacturer guidelines, aircraft flight manuals, insurance requirements
     and Company Permits;

          (p) not defer, keep open or carry forward any maintenance items or
     discrepancies if doing so would result in the grounding of an Aircraft due
     to airworthiness or safety of flight issues, nor request any extension for
     any maintenance, repair or overhaul past the applicable limits as set forth
     in the Aircraft's manual(s), other than by methods already approved via the
     Company's FAA Operations Specifications;

          (q) comply in full, or via authorized alternative method of
     compliance, with all manufacturer service bulletins, alert service
     bulletins and FAA airworthiness directives within the time periods for
     compliance specified in such service bulletins and airworthiness
     directives;

          (r) maintain, inspect, fly, operate, and repair by duly qualified and
     certificated pilots, crew members, flight attendants and mechanics all
     Aircraft in accordance with all applicable Company Permits and FAA
     regulations and requirements as well as any insurance requirements
     applicable to the Aircraft;

          (s) not introduce any material change with respect to the operation of
     the Company, including any material change in the types, nature,
     composition or quality of its products or services, or, other than in the
     ordinary course of business, make any change in product specifications or
     prices or terms of distribution of such products;

          (t) not make a change in its accounting or Tax reporting principles,
     methods or policies;


                                       32
<PAGE>
          (u) not terminate, amend, restate, supplement or waive any material
     rights under any Material Contract, Real Property Lease, Personal Property
     Lease, Intellectual Property or Company Permits; and

          (v) not take any action that would render, or which reasonably may be
     expected to render, (i) any of the representations or warranties of Seller
     set forth in this Agreement untrue at the Closing or (ii) except as
     otherwise permitted by SECTION 6.05, any of the conditions set forth in
     ARTICLE V not being satisfied.

           Seller further covenants and aggress that Seller shall not authorize
or enter into, or permit the Company to enter into, an agreement to do anything
prohibited by the foregoing SECTION 4.01(b) through SECTION 4.01(v).

           SECTION 4.02 Access to Information; Confidentiality.

          (a) To the fullest extent possible and consistent with applicable Law,
     Seller and the Company shall afford to Purchaser and its officers,
     employees, accountants, counsel, financial advisors and other
     representatives ("Representatives") reasonable access during normal
     business hours during the period prior to the Closing to all of the
     officers, employees, agents, properties, books, contracts, commitments and
     records of the Company, and during such period, the Company shall furnish
     promptly to Purchaser and its Representatives all information concerning
     the businesses, properties and personnel of the Company as Purchaser may
     reasonably request and allow Purchaser to make extracts and copies of such
     books and records. Without limiting the immediately preceding sentence,
     Seller and the Company shall, to the fullest extent possible and consistent
     with applicable Law, afford to Purchaser and its Representatives reasonable
     access to the Aircraft, their respective Related Equipment and the Aircraft
     Documents for inspection and evaluation at such times as may be reasonably
     requested by Purchaser during the period prior to the Closing. No
     investigation by Purchaser prior to or after the date of this Agreement
     shall diminish or obviate any of the representations, warranties, covenants
     or agreements of Seller and the Company contained in this Agreement. In
     order that Purchaser may have full opportunity to make such physical,
     business, accounting and legal review, examination or investigation as it
     may reasonably request of the affairs of the Company, the Company shall,
     and Seller shall cause the officers, employees, consultants, agents,
     accountants, attorneys and other representatives of the Company to,
     cooperate fully with such representatives in connection with such review
     and examination.

          (b) Until the Closing, Purchaser, Seller and the Company will be bound
     by, and will hold any information received pursuant to this Agreement in
     confidence in accordance with the terms of, the confidentiality agreement
     between Seller and Purchaser dated April 22, 2004 (the "Confidentiality
     Agreement"), except to the extent reasonably necessary in connection with
     the exploration and pursuit of a potential sale of the Fixed Wing Business.
     Other than as specifically contemplated by SECTION 4.08, none of Seller or
     any of its Affiliates will have any obligation to make available or provide
     to Purchaser or its Representatives a copy of any consolidated, combined or
     unitary Tax Return filed by Seller or any of its Affiliates, or any related
     material.


                                       33
<PAGE>
           SECTION 4.03 Interim Financial Statements. Seller and the Company
shall provide to Purchaser, within thirty (30) days after the end of each
calendar month, monthly interim updates to the Company Financial Statements,
which shall be prepared on the same basis as the Company Financial Statements.

           SECTION 4.04 Notice of Litigation. Seller and the Company shall each
notify Purchaser orally and in writing promptly (but in no event later than two
(2) Business Days and in any event prior to the Closing) upon such party having
Knowledge of any pending or threatened Litigation against the Company not
already disclosed in SECTION 2.10(a) of the Disclosure Letter.

           SECTION 4.05 Approvals and Consents; Cooperation.

          (a) Upon the terms and subject to the conditions set forth in this
     Agreement, each of the parties (i) shall make promptly its filings, and
     thereafter make any other required submissions, under the HSR Act with
     respect to the transactions contemplated hereby and, if so determined by
     Purchaser, join with Purchaser in requesting early termination of the
     waiting period under the HSR Act in order that the Closing may proceed,
     (ii) shall make promptly any required filings with the FAA and the DOT so
     that the Company shall be able to operate the Business substantially as it
     is currently conducted, and (iii) shall use commercially reasonable efforts
     to obtain as promptly as practicable (A) all approvals of the FAA required
     under applicable Law, if any, (B) all approvals of the DOT required under
     applicable Law, if any, (C) all necessary actions or nonactions, waivers,
     consents and approvals from Governmental Entities, including opposing any
     attempt by any Governmental Entity to obtain a preliminary or permanent
     injunction, or to affirm on appeal any such injunction, from the Federal
     Trade Commission or a federal or state court to enjoin the consummation of
     the transactions contemplated hereby under any antitrust Law, and provided
     that Purchaser shall consider in good faith but shall not be required to
     agree to any proposal to make any material modification to the business
     transaction contemplated by this Agreement in order to obtain the agreement
     of any Governmental Entity to permit the transactions contemplated hereby
     to be consummated and (D) all necessary consents, approvals or waivers from
     third parties and (iii) shall execute and deliver any additional
     instruments necessary to consummate the transactions contemplated by, and
     to fully carry out the purposes of, this Agreement.

          (b) Seller and Purchaser each agrees that it will consult with the
     other party with respect to obtaining all permits, consents, approvals and
     authorizations of all third parties and Governmental Entities necessary or
     advisable to consummate the transactions contemplated by this Agreement,
     and each party will keep the other party apprised of the status of matters
     relating to completion of the transactions contemplated by this Agreement.

           SECTION 4.06 No Solicitation of Transactions.

          (a) Seller and the Company agree that they and their respective
     Representatives shall not, directly or indirectly, discuss, negotiate,
     undertake, authorize, recommend, propose or enter into, either as the
     proposed surviving, merged, acquiring or acquired corporation, any
     transaction involving a merger, consolidation, business combination,


                                       34
<PAGE>
     purchase or disposition of any amount of the assets of the Company or any
     capital stock of the Company other than the transactions contemplated by
     this Agreement (an "Acquisition Proposal"), (ii) facilitate, encourage,
     solicit or initiate discussions, negotiations or submissions of proposals
     or offers in respect of an Acquisition Proposal, (iii) furnish or cause to
     be furnished, to any Person, any information concerning the business,
     operations, properties or assets of the Company in connection with an
     Acquisition Proposal, or (iv) otherwise cooperate in any way with, or
     assist or participate in, facilitate or encourage, any effort or attempt by
     any other Person to do or seek any of the foregoing.

          (b) Seller and the Company shall notify Purchaser orally and in
     writing promptly (but in no event later than two (2) Business Days) after
     receipt of any proposal or offer from any Person other than Purchaser to
     effect an Acquisition Proposal or any request for non-public information
     relating to the Company or for access to the properties, books or records
     of the Company by any Person other than Purchaser. Such notice shall
     indicate the identity of the Person making the proposal or offer, or
     intending to make a proposal or offer or requesting non-public information
     or access to the books and records of the Company, the material terms of
     any such proposal or offer, or modification or amendment to such proposal
     or offer and copies of any written proposals or offers or amendments or
     supplements thereto. Seller and the Company shall keep Purchaser informed,
     on a current basis, of any material changes in the status and any material
     changes or modifications in the material terms of any such proposal, offer,
     indication or request.

          (c) Seller and the Company shall (and shall cause their
     Representatives to) immediately cease and cause to be terminated any
     existing discussions or negotiations with any Persons (other than
     Purchaser) conducted heretofore with respect to any of the foregoing.
     Seller and the Company agree not to release any third party from the
     confidentiality and standstill provisions of any agreement to which the
     Company is a party.

          (d) Notwithstanding any other provision of this Agreement to the
     contrary, the provisions of this SECTION 4.06 and all rights and
     obligations of the parties under or with respect to this SECTION 4.06 shall
     terminate and be of no further force or effect as of and upon the
     occurrence of the Closing.

           SECTION 4.07 Employees; Employee Benefits.

          (a) SECTION 4.07(a) of the Disclosure Letter sets forth a true,
     correct and complete list of all individuals who are employed by the
     Company on a full-time, permanent or part time basis principally at or with
     respect to the Business of the Company as of the date of this Agreement
     (such individuals, together with any individuals who may be added to such
     list prior to the Closing Date in accordance with this SECTION 4.07(a) are
     collectively referred to herein as the "Company Employees"). Any employee


                                       35
<PAGE>
     of the Company who is not actively at work on the Closing Date due to a
     short-term absence, whether paid or unpaid (e.g., vacation, holiday, jury
     duty, FMLA, pregnancy, parental and bereavement leave, military leave,
     scheduled time off, or illness or injury leave) in compliance with the
     applicable policies of the Company (or a long-term absence covered under a
     long-term disability Company Plan) or any employee of the Company who is
     not actively at work on the Closing Date and is receiving worker's
     compensation payments from the Company as required by applicable Law will
     be deemed a "Company Employee." SECTION 4.07(a) of the Disclosure Letter
     will set forth each Company Employee's name, position, hourly wage rate or
     salary, total compensation (including incentive and similar compensation),
     and the vacation time to which each Company Employee is entitled (for
     purposes of SECTION 4.07(b)). Such list also identifies: (i) all Company
     Employees covered by a severance plan, policy or arrangement and the amount
     such Company Employee may be entitled to under such severance plan, policy
     or arrangement; and (ii) any Company Employee who is currently on military
     leave from the Company and whether any such Company Employee is entitled to
     re-employment rights under the Uniformed Services Employment and
     Reemployment Rights Act of 1994, as amended ("USERRA") or other applicable
     Laws. Not later than three (3) Business Days prior to the Closing Date,
     such list shall be updated to reflect any additional individuals who become
     Company Employees in the ordinary course of the conduct of the Company's
     business after the date of this Agreement and prior to the Closing Date.

          (b) Seller and the Company shall take all necessary action to effect
     the cessation of active participation by the Company Employees in the
     Company Plans effectively as of the Closing Date, or such other date as
     Seller and Purchaser may agree in the Transition Services Agreement. In
     connection therewith, Seller shall timely provide all Company Employees
     with any notices required under Code Section 4980F and shall, or shall
     cause the Company to, give notice to all affected Company Employees that
     their active participation in the Company Plans shall terminate on the
     Closing Date, or such other date as may be set forth in a Transition
     Services Agreement (the "Transition Date"). Subject to the provisions of a
     Transition Services Agreement, beginning immediately after the Closing
     Date, any (i) retirement plan, (ii) employee welfare benefit plan, (iii)
     material fringe benefit including vacation pay or paid sick leave or (iv)
     other retirement, bonus, severance or incentive plan or program that
     Purchaser maintains, contributes to or participates in (collectively,
     "Purchaser Employee Benefit Plans") shall be made available to each Company
     Employee when, and on the same terms and conditions, such Purchaser
     Employee Benefit Plan would be made available to an employee of Purchaser
     or Purchaser's Affiliates who is similarly situated to the Company
     Employee. Purchaser and Purchaser Employee Benefit Plans shall recognize
     (A) each Company Employee's years of service prior to the Closing Date with
     Seller and the Company (including service with any other employer that was
     recognized by Seller or the Companies) for purposes of eligibility and
     vesting, (B) the amount of annual vacation time for each Company Employee
     under Purchaser's vacation policy to which a similarly situated employee of
     Purchaser or Purchaser's Affiliates would be entitled and (C) such service
     of each Company Employee for all other purposes for which such service is
     either taken into account or recognized; provided, however, that such
     service shall not be credited for purposes of benefit accrual or level of
     benefits or to the extent it would result in a duplication of benefits.
     Purchaser and Purchaser Employee Benefit Plans shall also recognize and
     comply with all reemployment rights and service crediting provisions of
     USERRA and other applicable Laws for purposes of this SECTION 4.07(b).


                                       36
<PAGE>
          (c) Effective as of the Closing, the Company and Purchaser shall
     assume and perform all of the obligations and liabilities of Seller under
     the severance benefit plans and retention bonus award agreements of Seller
     or the Company attached to SECTION 4.07(c) of the Disclosure Letter in
     accordance with the terms and conditions of such plans and agreements.
     Purchaser shall be responsible for and assume all liability for all notices
     or payments due to any Company Employees, and all notices, payments, fines
     or assessments due to any Governmental Entity, under any applicable Law
     with respect to the employment, discharge or layoff of employees by the
     Company or Purchaser after the Closing Date, including WARN and any rules
     or regulations as have been issued in connection with the foregoing.

          (d) Seller agrees to cooperate with Purchaser in connection with any
     and all notifications, benefits and liabilities to any Company Employee and
     Governmental Entities under WARN or any other applicable Law relating to
     plant closings, mass layoffs, or employee separations or severance pay that
     are first required to be provided or discharged prior to, on or after the
     Closing Date.

          (e) Purchaser agrees that upon the Transition Date, each Company
     Employee shall be immediately eligible to participate, without any waiting
     time, in a group health plan, as defined in Section 5000(b)(1) of the Code
     of Purchaser or Purchaser's Affiliates ("Purchaser Medical Plan").
     Purchaser agrees that the Purchaser Medical Plan shall (i) credit each
     Company Employee towards the deductibles, coinsurance and maximum
     out-of-pocket provisions imposed under such group health plan, for the plan
     year during which the Closing Date occurs, with any applicable expenses
     already incurred during the portion of the year preceding the Closing Date
     under the applicable group health plans of Seller and (ii) waive any
     preexisting condition restriction which was waived under the terms of any
     analogous Company Plan. Seller shall be exclusively responsible for
     complying with COBRA with respect to employees of the Company and their
     eligible dependents by reason of such employee's termination of employment
     or other qualifying event on or prior to the Closing Date, and Purchaser
     shall be exclusively responsible for complying with COBRA with respect to
     any such termination of employment or other qualifying event after the
     Closing Date.

          (f) Except as may be otherwise provided in this Agreement or in a
     Transition Services Agreement, Seller shall retain all responsibility for
     the Company Plans, and Seller and the Company Plans, as applicable, shall
     be responsible and liable for benefits incurred or accrued under the
     Company Plans in accordance with their terms and provisions by the Company
     Employees prior to the Closing.

          (g) Seller agrees to indemnify Purchaser and its affiliates,
     directors, officers and employees with respect to any loss, liability,
     damage, fine, expense, penalty, assessment (including but not limited to
     funding deficiency assessments and Pension Benefit Guaranty Corporation
     liability assessments), judgments, benefit claims, breach of fiduciary duty
     damages or prohibited transaction penalties (including any and all costs
     and fees relating to any legal proceedings in connection therewith and
     including attorneys' fees, costs and expenses of enforcing this indemnity
     against Seller) with respect to any Company Plan which is subject to Title


                                       37
<PAGE>
     IV of ERISA and with respect to any other employee benefit plan, as such
     term is described in Section 3(3) of ERISA which is subject to Title IV of
     ERISA and which is not a Company Plan but which was sponsored, maintained
     or contributed to by any of Seller or any corporation, trade, business or
     entity under common control with Seller within the meaning of Section
     414(b), (c) or (m) of the Code; provided, however, that nothing in this
     SECTION 4.07(g) shall be construed or interpreted to relieve Purchaser of
     any employee benefit liability or obligation specifically and expressly
     assumed or agreed to by Purchaser pursuant to the terms of this Agreement.
     The provisions set forth in this SECTION 4.07(g): (i) shall survive the
     Closing hereunder until sixty (60) days after the expiration of the
     applicable statute of limitations (including any valid extensions thereof,
     whether automatic or permissive); (ii) shall not be subject to any of the
     limitations on indemnification set forth in SECTION 7.02 of this Agreement;
     and (iii) the indemnification provided for in this SECTION 4.07(g) shall be
     the sole remedy for any claim in respect of the matters described in this
     SECTION 4.07(g), and in the event of a conflict between the provisions of
     this SECTION 4.07(g), on the one hand, and the provisions of ARTICLE VII
     hereof, on the other, the provisions of this SECTION 4.07(g) shall control.
     For the avoidance of doubt, any claim arising out of or relating to a
     breach of a representation or warranty contained in SECTION 2.11 that is
     not otherwise covered in this SECTION 4.07(g) shall be governed exclusively
     by the provisions of ARTICLE VII, and not by this SECTION 4.07(g).

          (h) Seller and any Affiliates (other than the Company) shall be solely
     responsible for claims for workers' compensation that are incurred on or
     prior to the Closing Date and Purchaser shall be solely responsible (or
     cause the Company, if applicable, to assume and become solely responsible)
     for claims for workers' compensation that are incurred with respect to any
     Company Employee after the Closing Date.

          (i) Seller agrees to furnish Purchaser with such information
     concerning employees, employee payroll and employee benefit plans, subject
     to confidentiality and privacy considerations, and to take all such other
     action, as is necessary and appropriate to effectuate the transactions
     contemplated hereby.

          (j) Nothing herein expressed or implied shall confer upon any of the
     employees of Seller, Purchaser, the Company, or any of their Affiliates,
     any rights or remedies, including any right to benefits or employment, or
     continued benefits or employment, for any specified period, of any nature
     or kind whatsoever under or by reason of this Agreement.

           SECTION 4.08 Tax Matters.

          (a) Seller shall be responsible for, and shall defend, reimburse,
     indemnify, and hold harmless the Purchaser Indemnitees against and in
     respect of all Purchaser Damages that may be incurred by or imposed on any
     Purchaser Indemnitee as a result of or arising out of: (A) all Taxes of the
     Company for any taxable period ending on or prior to the Closing Date, (B)
     if applicable law does not permit the Company to close its taxable year on


                                       38
<PAGE>
     the Closing Date or in any case in which a Tax is assessed with respect to
     a taxable period which includes the Closing Date (but does not begin or end
     on that day) (a "Straddle Period"), all Taxes of the Company allocable to
     the portion of such period ending on the Closing Date, as determined in
     accordance with SECTION 4.08(d), (C) all Taxes imposed on any member of an
     Affiliated Group of which the Company is or was a member on or prior to the
     Closing Date by reason of the liability of the Company pursuant to Treasury
     Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or
     any analogous or similar provision under state, local or foreign Law), (D)
     any Taxes directly resulting from the Section 338(h)(10) Election, (E)
     Seller's failure to perform any covenant with respect to Taxes contained in
     this Agreement or any other Transaction Documents and (F) a breach of any
     representation or warranty contained in SECTION 2.12(r), other than, in the
     case of each of subsections (A) through (E) above, the amount of Tax
     actually taken into account as, and increasing, current liabilities in
     calculating the Working Capital adjustment (excluding any provisions for
     deferred Taxes established to reflect differences between the treatment of
     items for accounting and income tax purposes).

          (b) Purchaser shall be responsible for, and shall defend, reimburse,
     indemnify, and hold harmless Seller Indemnitees against and in respect of,
     all Seller Damages that may be incurred by or imposed on any Seller
     Indemnitee as a result of or arising out of (except to the extent resulting
     from a breach of any representation or warranty contained in Section 2.12):
     (A) all Taxes of the Company for any taxable period beginning after the
     Closing Date, (B) with respect to any Straddle Period, all Taxes of the
     Company allocable to the post-Closing Date portion of such period, as
     determined in accordance with SECTION 4.08(d), (C) the Purchaser's failure
     to perform any covenant with respect to Taxes contained in this Agreement
     or any other Transaction Documents and (D) all Taxes taken into account as
     current liabilities in calculating the Working Capital adjustment
     (excluding any provisions for deferred Taxes established to reflect
     differences between the treatment of items for accounting and tax
     purposes).

          (c) Any Tax Return to be prepared pursuant to the provisions of this
     SECTION 4.08(c) shall be prepared in a manner consistent with practices
     followed in prior years with respect to similar Tax Returns, except for
     changes required by changes in applicable Law or fact or as required to
     make or reflect the Section 338(h)(10) Election. Purchaser shall not file
     an amended Tax Return for the Company for any period ending on or before
     the Closing Date without the consent of Seller, which consent may not be
     unreasonably withheld. The following provisions shall govern the allocation
     of responsibility as between Purchaser and Seller for certain Tax matters:

               (i) Seller shall prepare or cause to be prepared and timely file
          or cause to be timely filed (A) all Tax Returns for the Company
          required to be filed (taking into account extensions) on or prior to
          the Closing Date and (B) all Tax Returns of the Company that are filed
          on a consolidated, combined or unitary basis with Seller or any
          Affiliate of Seller for all periods ending on or before the Closing
          Date regardless of when they are to be filed, including the
          consolidated federal income Tax Return of the Seller Affiliated Group
          for the taxable period which includes the Closing Date which return
          shall include the Company for its taxable period ending on the Closing
          Date. Seller will permit Purchaser to review and comment on the
          portions of such Tax Returns (and underlying work papers) described in
          the preceding sentence to the extent they relate to the Company prior
          to filing. Seller shall pay the Taxes attributable to the Company with
          respect to such periods.


                                       39
<PAGE>
               (ii) Purchaser shall prepare or cause to be prepared and timely
          file or cause to be timely filed all other Tax Returns of the Company
          for Tax periods which begin before the Closing Date and end after the
          Closing Date. Purchaser will permit Seller to review and comment on
          each such Tax Return described in the preceding sentence prior to
          filing, and Seller shall not be required to pay Purchaser or indemnify
          any Purchaser Indemnitee for Taxes to the extent they result from
          Purchaser's failure to make revisions to such Tax Returns that are
          reasonably requested by Seller. Seller and Purchaser shall attempt in
          good faith to resolve any disagreements regarding such Tax Returns
          prior to the due date for filing. The determination whether the
          request for such revisions was reasonable shall be determined by an
          independent accounting firm chosen and retained by mutual agreement of
          Seller and Purchaser, the fees and expenses of which shall be paid
          one-half by Seller and one-half by Purchaser. Seller shall pay to
          Purchaser within fifteen (15) days of filing any Tax Return required
          to be filed by Purchaser pursuant to this SECTION 4.08(c)(ii), an
          amount equal to the Taxes which relates to the portion of the Tax
          period covered by such return that ends on the Closing Date and are
          not reflected on the Closing Statement.

          (d) To the extent permitted by applicable Law or administrative
     practice, the taxable year of the Company shall end on and include the
     Closing Date. If applicable Law or administrative practice does not permit
     the Company to close its taxable year on the Closing Date, then with
     respect to any Straddle Period, the determination of the Taxes for the
     portion of the year or period ending on, and the portion of the year or
     period beginning after, the Closing Date shall (i) in the case of any Taxes
     based upon or related to income or gross receipts, be determined by
     assuming that the taxable year or period ended on and included the Closing
     Date and (ii) in the case of any Taxes other than Taxes based upon or
     related to income or gross receipts, be deemed to be the amount of such
     Taxes for the entire Straddle Period multiplied by a fraction the numerator
     of which is the number of days in the portion of the Straddle Period ending
     on the Closing Date or beginning after the Closing Date, as applicable, and
     the denominator of which is the number of days in the entire Straddle
     Period, except that exemptions, allowances or deductions that are
     calculated on an annual basis and annual property Taxes shall be prorated
     on the basis of the number of days in the annual period elapsed through the
     Closing Date as compared to the number of days in the annual period
     elapsing after the Closing Date.

          (e) After the Closing Date, Seller shall grant to Purchaser (or its
     designees) access at all reasonable times to all of the information, books,
     and records relating to the Company within the possession of Seller
     (including work papers and correspondence with taxing authorities), and
     shall afford Purchaser (or its designees) the right (at Purchaser's
     expense) to take extracts therefrom and to make copies thereof, to the
     extent reasonably necessary to permit Purchaser (or its designees) to


                                       40
<PAGE>
     prepare Tax Returns and to conduct negotiations with taxing authorities.
     After the Closing Date, Purchaser shall grant or cause the Company to grant
     to Seller (or its designees) access at all reasonable times to all of the
     information, books and records relating to the Company within the
     possession of Purchaser or the Company (including work papers and
     correspondence with taxing authorities), and shall afford Seller (or its
     designees) the right (at Seller's expense) to take extracts therefrom and
     to make copies thereof, to the extent reasonably necessary to permit Seller
     (or its designees) to prepare Tax Returns and to conduct negotiations with
     taxing authorities.

          (f) Seller shall be responsible for the payment of all excise, sales,
     use, transfer (including real property transfer or gains), stamp,
     documentary, filing, recordation and other similar Taxes, together with any
     interest, additions or penalties with respect thereto and any interest in
     respect of such additions or penalties, resulting directly from the
     transactions contemplated by this Agreement.

          (g) On or before the Closing Date, Seller shall ensure that no Tax
     indemnity agreement, Tax allocation agreement or Tax sharing agreement with
     respect to the Company is in force or effect as to the Company and that
     there shall be no liability of the Company after the Closing Date under any
     such agreement.

          (h) Refunds of Taxes paid or payable with respect to Taxes
     attributable to the Company shall be promptly paid as follows (or to the
     extent payable but not paid due to offset against other Taxes shall be
     promptly paid by the party receiving the benefit of the offset as follows):
     (i) to Seller if attributable to Taxes with respect to any Tax year or
     portion thereof ending on or before the Closing Date (or for any Tax year
     beginning before and ending after the Closing Date to the extent allocable
     (determined in a manner consistent with SECTION 4.08(d)) to the portion of
     such period beginning before and ending on the Closing Date (other than if
     attributable to the amount of Tax refunds or credits actually taken into
     account as, and increasing, current assets in calculating the Working
     Capital adjustment); and (ii) to Purchaser if attributable to Taxes with
     respect to any Tax year or portion thereof beginning after the Closing Date
     (or for any Tax year beginning before and ending after the Closing Date to
     the extent allocable (determined in a manner consistent with SECTION
     4.08(d)) to the portion of such period ending after the Closing Date).

          (i) After the Closing Date, in the case of any audit, examination, or
     other proceeding with respect to Taxes ("Tax Proceeding") for periods
     ending on or before the Closing Date, Purchaser shall inform Seller within
     ten (10) days of the receipt of any notice of such Tax Proceeding, and
     shall afford Seller, at Seller's expense, the opportunity to control the
     conduct of such Tax Proceeding. Purchaser shall execute or cause to be
     executed powers of attorney or other documents necessary to enable Seller
     to take all reasonable actions desired by Seller with respect to such Tax
     Proceeding. Seller shall have the right to control any such Tax Proceeding


                                       41
<PAGE>
     and to initiate any claim for refund, file any amended return or take any
     other action which it deems appropriate with respect to such Taxes. After
     the Closing Date, in the case of any Tax Proceeding for periods beginning
     after the Closing Date, Seller shall inform Purchaser within ten (10) days
     of the receipt of any notice of such Tax Proceeding, and shall afford
     Purchaser, at Purchaser's expense, the opportunity to control the conduct
     of such Tax Proceeding. Seller shall execute or cause to be executed powers
     of attorney or other documents necessary to enable Purchaser to take all
     reasonable actions desired by Purchaser with respect to such Tax
     Proceeding. Purchaser shall have the right to control any such Tax
     Proceeding and to initiate any claim for refund, file any amended return or
     take any other action which it deems appropriate with respect to such
     Taxes. Seller and Purchaser shall jointly control any Tax Proceeding for
     periods beginning on or before the Closing Date and ending after the
     Closing Date. The failure of any party to give the other party notice as
     provided in this SECTION 4.08(i) shall not relieve such other party of its
     obligations under this SECTION 4.08 except to the extent that such other
     party is materially prejudiced by such failure to give notice.

          (j) Seller shall join Purchaser in making a timely, irrevocable and
     effective election under section 338(h)(10) of the Code (and any comparable
     elections under state, local or foreign Tax law) (collectively, the
     "Section 338(h)(10) Election") with respect to the acquisition of the
     Shares by Purchaser pursuant to this Agreement. Prior to the due date for
     filing IRS Form 8023 and any similar forms under applicable income Tax Law
     (the "Forms"), Purchaser and Seller shall cause the Forms to be duly
     executed by an authorized Person for Purchaser and Seller, respectively.
     Purchaser shall duly and timely file the Forms as prescribed by Treasury
     Regulation Section 1.338(h)(10)-1 or the corresponding provisions of
     applicable income Tax Law. Purchaser and Seller agree that the Purchase
     Price and the liabilities of the Company (plus other relevant items) shall
     be allocated among the assets of the Company for Tax purposes in the manner
     required under section 338 of the Code and the Treasury Regulations
     promulgated thereunder. Purchaser and Seller shall endeavor in good faith
     to reach timely agreement on such allocation; provided, however, that if
     Purchaser and Seller have not reached agreement on such allocation by the
     seventy-fifth (75th) Business Day after the Closing Date, then such
     allocation shall be made in accordance with the appraisal of a recognized
     appraisal firm chosen and retained by mutual agreement of Seller and
     Purchaser, the fees and expenses of which shall be paid one-half by Seller
     and one-half by Purchaser. Purchaser, Seller and the Company shall duly and
     timely file the Forms and all Tax Returns (including IRS Form 8883) in a
     manner consistent with the two preceding sentences and shall not take a
     position before any Governmental Entity or otherwise inconsistent
     therewith. Purchaser and Seller shall cooperate with each other in the
     making of the Section 338(h)(10) Election.

          (k) The provisions set forth in this SECTION 4.08: (A) shall survive
     the Closing hereunder until sixty (60) days after the expiration of the
     applicable statute of limitations (including any valid extensions thereof,
     whether automatic or permissive); (B) shall not be subject to any of the
     limitations on indemnification set forth in SECTION 7.02 of this Agreement;
     and (C) the indemnification provided for in SECTION 4.08(a) and SECTION
     4.08(b) shall be the sole remedy for any claim in respect of any Taxes
     described in SECTION 4.08(a) or SECTION 4.08(b), as applicable, and in the
     event of a conflict between the provisions of this SECTION 4.08, on the one
     hand, and the provisions of ARTICLE VII hereof, on the other, the
     provisions of this SECTION 4.08 shall control. For the avoidance of doubt,
     any claim arising out of or relating to a breach of a representation or
     warranty contained in SECTION 2.12 that is not otherwise covered in this
     SECTION 4.08 shall be governed exclusively by the provisions of ARTICLE
     VII, and not by this SECTION 4.08.


                                       42
<PAGE>
           SECTION 4.09 Purchaser's Use of Name. Purchaser agrees that promptly
following the Closing Date, it will not use and will cause the Company to cease
using any reference to the names of Seller or any of Seller's Affiliates (other
than the Company) or any derivatives of such names. Purchaser further agrees
that promptly following the Closing Date, it will cause the Company to
terminate, in accordance with applicable Laws, any assumed name or similar
certificates or documents of the Company on file with any Governmental Entities
that would be inconsistent with the immediately preceding sentence.

           SECTION 4.10 Director and Non-Employee Officer Resignations. At or
prior to the Closing, Seller and the Company shall have used their commercially
reasonable best efforts to cause the directors and non-employee officers of the
Company designated by Purchaser in writing to deliver written resignations from
their positions as directors or officers of the Company effective as of the
Closing.

           SECTION 4.11 Transfer of Certain Assets.

          (a) At any time, and from time to time, prior to the Closing, the
     Company may transfer, and Seller may cause the Company to transfer, to
     Seller or an Affiliate or Affiliates of Seller designated by Seller all or
     any portion of the Company's cash.

          (b) At or prior to the Closing, Seller will transfer or cause to be
     transferred to the Company the assets identified in SECTION 4.11(b)of the
     Disclosure Letter, which relate to the Business and are held by Affiliates
     of Seller other than the Company.

          (c) At or prior to the Closing, Seller may transfer or cause to be
     transferred from the Company to Seller or an Affiliate or Affiliates of
     Seller designated by Seller the assets identified in SECTION 4.11(c) of the
     Disclosure Letter, which are held by the Company but which do not relate to
     the Business.

           SECTION 4.12 Commercially Reasonable Efforts. Each of Seller, the
Company and Purchaser shall cooperate, and use their respective commercially
reasonable efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
Laws to consummate the transactions contemplated by this Agreement.

           SECTION 4.13 Public Announcements. Unless otherwise required by
applicable Law or stock exchange requirements, Seller and Purchaser shall
consult with each other before issuing any press release or otherwise making any
public statements with respect to this Agreement or any transaction contemplated
hereby, and neither Seller nor Purchaser shall issue any such press release or
make any such public statement without the other's prior express consent.


                                       43
<PAGE>
           SECTION 4.14 Notification of Certain Matters. In the event that, at
any time prior to the Closing, any party hereto acquires Knowledge of any event,
condition, fact or circumstance that, if existing or known to such party or any
other party hereto as of the date hereof, would have been required to be set
forth or described in the Disclosure Letter or the Purchaser Disclosure Letter
or would otherwise have rendered any representation or warranty of any party
contained in ARTICLE II or ARTICLE III of this Agreement untrue, such party
shall promptly (but in any event prior to the Closing) provide written notice of
such event, condition, fact or circumstance to each other party, which notice
shall also state whether such party believes such event, condition, fact or
circumstance is, or if not cured within thirty (30) days after written notice of
same from the appropriate party, would become, a Terminating Seller Breach or a
Terminating Purchaser Breach. However, no such written notice shall be deemed to
cure any breach of any such representation or warranty, whether for purposes of
determining whether or not the conditions set forth in ARTICLE V have been
satisfied or otherwise, unless otherwise agreed in writing by all of the parties
hereto.

           SECTION 4.15 Additional Agreements.

          (a) At or before the Closing, Seller and the Company shall enter into
     a master services agreement for the provision of flight services to Seller
     by the Company, which master services agreement shall (i) have a term of
     three (3) years commencing on the Closing Date, (ii) require Seller to use
     the Company for its third party flight service needs during the term,
     provided that the Company has suitable aircraft timely available and the
     Company's prices for such services are competitive with prices available
     from other third party flight service providers, (iii) cancelable by Seller
     upon thirty (30) days written notice in the event of material
     non-performance by the Company and (iv) otherwise be in form and substance
     mutually agreeable to Seller and Purchaser. For the avoidance of doubt,
     neither the failure by the Company to have suitable aircraft timely
     available nor the failure of the Company's prices for such services to be
     competitive with prices available from other third party flight service
     providers shall be deemed to be "material non-performance by the Company"
     for purposes of terminating the master services agreement; provided,
     however, that in such events, Seller will have no obligation under the
     master services agreement to obtain flight services from the Company so
     long as such conditions exist.

          (b) At or before the Closing, Seller shall cause Rowan Marine
     Services, Inc., a wholly-owned subsidiary of Seller ("Rowan Marine"), to
     enter into a sublease agreement with the Company pursuant to which the
     Company will lease from Rowan Marine a portion of the leased premises held
     by Rowan Marine in Fourchon, Louisiana pursuant to that certain Contract of
     Lease dated November 28, 1988 (as amended and assigned to Rowan Marine),
     including a hangar building and surrounding apron space, for a term of
     three (3) years at a rental rate equal to $2,500 per month, which sublease
     shall be in form and substance mutually agreeable to Seller and Purchaser.

          (c) Purchaser and Seller agree to negotiate in good faith to attempt
     to reach an agreement pursuant to which Purchaser or Purchaser's designee
     may purchase from Seller, and Seller may sell to Purchaser or Purchaser's
     designee, the 1981 Hatteras Sportfisherman boat designated as the "M/V
     Salsa" and the 1998 Artigiana Battelli inflatable skiff located thereon
     owned by Seller, on an as-is where-is basis, for a price and on other terms
     and conditions as may be mutually agreed upon by Seller and Purchaser;
     provided, however, that Purchaser shall have no obligation to purchase, and
     Seller shall have no obligation to sell, such vessels by reason of this
     SECTION 4.15(c) or any other provision of this Agreement.


                                       44
<PAGE>
           SECTION 4.16 Merrill Field Leasehold Interest.

          (a) In the event that prior to the Closing, the Company and the
     University of Alaska ("U of A") shall not have completed the sale of
     certain leasehold interests and improvements thereon held by the Company
     and located at Merrill Field in Anchorage, Alaska (the "Merrill Field
     Leasehold Interest"), contemplated by that certain letter agreement dated
     April 1, 2004, by and between the Company and U of A (the "U of A Letter
     Agreement"), Purchaser shall cause the Company to use commercially
     reasonably efforts to complete such transaction in accordance with the
     terms and conditions of such agreement as soon as reasonably practicable,
     and promptly upon the completion of such transaction, Purchaser shall cause
     the Company to pay to Seller all of the proceeds from such transaction,
     less any applicable Taxes payable by the Company and any out-of-pocket
     third party expenses incurred by the Company in respect of such
     transaction. Additionally, if such transaction is consummated, Seller shall
     indemnify and hold the Company and Purchaser harmless from and against all
     indemnification obligations incurred by the Company under the U of A Letter
     Agreement for environmental contamination of the leased premises existing
     as of the date such transaction is consummated. Such indemnification shall
     not be subject to the limitations set forth in SECTION 7.02(b)(ii), (iii),
     (iv) or (v), nor shall any indemnification made pursuant to this SECTION
     4.16(a) be considered or included in determining whether the Deductible
     Amount has been reached or exceeded for purposes of any indemnification
     under SECTION 7.02(a).

          (b) In the event that the sale transaction contemplated by the U of A
     Letter Agreement is not consummated within six (6) months after the
     Closing, the Company shall, and Purchaser shall, at the Company's option,
     cause the Company to either (i) pay to Seller an amount equal to the
     appraised fair value of the Merrill Field Leasehold Interest, as determined
     by an appraiser mutually acceptable to Seller on the one hand and the
     Company and Purchaser on the other or (ii) convey the Merrill Field
     Leasehold Interest to Seller at no cost to Seller, in either case except
     for any out-of-pocket third party expenses or Taxes incurred by the Company
     in respect of such transaction, which shall be reimbursed by Seller.

           SECTION 4.17 Noncompetition. In consideration of a portion of the
Purchase Price to be paid to Seller hereunder, Seller shall not, for a period of
two (2) years after the Closing Date, in any manner, directly or indirectly
through one or more subsidiaries, engage or become engaged in, or assist any
other Person in engaging or becoming engaged in any business located or doing
business anywhere the Company is conducting or planning to conduct business as
of the Closing Date that is competitive with the businesses of the Company, as
conducted and planned to be conducted as of the Closing Date; provided, however,
that nothing in this SECTION 4.17 shall prohibit Seller or any of Seller's


                                       45
<PAGE>
Affiliates from being a stockholder in a mutual fund or a diversified investment
company or a passive owner of less than five percent (5%) of the outstanding
stock of any class of a corporation that is publicly traded and that competes
with the business of the Company, so long as Seller or such Affiliate has no
active participation in the business of such corporation. The parties hereto
specifically acknowledge and agree that the remedy at law for any breach of the
foregoing will be inadequate and that Purchaser, in addition to any other relief
available to it, shall be entitled to temporary and permanent injunctive relief
without the necessity of proving actual damage or posting any bond whatsoever.
The parties hereto agree that if any court of competent jurisdiction in a final
nonappealable judgment determines that the time period, geographical area,
business limitation or any other relevant feature of this SECTION 4.17 is
unreasonable, arbitrary or against public policy, then a lesser period of time,
geographical area, business limitation or other relevant feature which is
determined to be reasonable, not arbitrary and not against public policy may be
enforced against Seller.

           SECTION 4.18 Indemnification For Certain Matters in Disclosure
Letter. Seller shall indemnify and hold the Company and Purchaser harmless from
and against all Purchaser Damages not covered by insurance arising out of or
resulting from (i) any of the matters identified in SECTION 2.10(a) of the
Disclosure Letter and (ii) any of the matters identified in Items 5 (Deadhorse),
6 (Yakutat), 7 (Anchorage) and 10 (Fairbanks) of SECTION 2.13(b) of the
Disclosure Letter. The provisions of this SECTION 4.18 shall survive the Closing
until sixty (60) days after the expiration of the applicable statute of
limitations related to such matters (including any valid extensions thereof,
whether automatic or permissive). The indemnification provided for in this
SECTION 4.18 shall not be subject to the limitations on indemnification set
forth in SECTION 7.02(b)(ii), (iii), (iv) or (v) of this Agreement, nor shall
any indemnification made pursuant to this SECTION 4.18 be considered or included
in determining whether the Deductible Amount has been reached or exceeded for
purposes of any indemnification under SECTION 7.02(a). The indemnification
provided for in this SECTION 4.18 shall be the sole remedy for any claim in
respect of the matters described in this SECTION 4.18, and in the event of a
conflict between the provisions of this SECTION 4.18, on the one hand, and the
provisions of ARTICLE VII hereof, on the other, the provisions of this SECTION
4.18 shall control.

                                   ARTICLE V

                CONDITIONS TO CONSUMMATION OF THE STOCK PURCHASE

           SECTION 5.01 Conditions to Each Party's Obligation to Effect the
Transaction. The obligations of the parties hereto to consummate the
transactions contemplated hereby are subject to the satisfaction at or prior to
the Closing of the following conditions:

          (a) any waiting period (and any extension thereof) applicable to the
     consummation of the transactions contemplated hereby under the HSR Act
     shall have expired or been terminated;

          (b) no Governmental Entity or court of competent jurisdiction located
     or having jurisdiction in the United States shall have enacted, issued,
     promulgated, enforced or entered any applicable Law which is then in effect
     and has the effect of restraining or making the transactions contemplated
     hereby illegal or otherwise prohibiting consummation of such transactions;
     and


                                       46
<PAGE>
          (c) all permits, consents, approvals, authorizations, qualifications
     and orders described in SECTION 2.05 and all consents and authorizations of
     third parties required under any Material Contract in order to consummate
     the transactions contemplated hereby (the "Closing Condition Consents")
     shall have been obtained, and none of such Closing Condition Consents shall
     have a Company Material Adverse Effect.

           SECTION 5.02 Further Conditions to Seller's Obligations. The
obligation of Seller to consummate the transactions contemplated by this
Agreement is further subject to satisfaction or waiver at or prior to the
Closing Date of the following conditions:

          (a) The representations and warranties of Purchaser contained in
     ARTICLE III of this Agreement that are qualified as to materiality shall be
     true and correct and those that are not so qualified shall be true and
     correct in all material respects, as of the date of this Agreement and as
     of the Closing Date as though such representations and warranties were made
     at and as of such date, except for representations and warranties which
     expressly relate to an earlier date (in which case such representations
     that are qualified as to materiality shall be true and correct and those
     that are not so qualified shall be true and correct in all material
     respects as of such earlier date), and Seller shall have received a
     certificate of Purchaser, executed on Purchaser's behalf by an authorized
     executive officer of Purchaser, dated the Closing Date, certifying to such
     effect;

          (b) Purchaser shall have performed and complied in all material
     respects with all agreements and obligations required by this Agreement to
     be performed or complied with by it on or prior to the Closing, and Seller
     shall have received a certificate of Purchaser, executed on Purchaser's
     behalf by an authorized executive officer of Purchaser, dated the Closing
     Date, certifying to such effect; and

          (c) Purchaser shall have executed and delivered to Seller the
     Transition Services Agreement, and such agreement shall be in full force
     and effect.

           SECTION 5.03 Further Conditions to Purchaser's Obligations. The
obligation of Purchaser to consummate the transactions contemplated by this
Agreement is further subject to the satisfaction or waiver at or prior to the
Closing Date of the following conditions:

          (a) The representations and warranties of Seller contained in ARTICLE
     II of this Agreement that are qualified as to materiality shall be true and
     correct and those that are not so qualified shall be true and correct in
     all material respects, as of the date of this Agreement and as of the
     Closing Date as though such representations and warranties were made at and
     as of such date, except for representations and warranties which expressly
     relate to an earlier date (in which case such representations that are
     qualified as to materiality shall be true and correct and those that are
     not so qualified shall be true and correct in all material respects as of
     such earlier date), and Purchaser shall have received a certificate of
     Seller, executed on Seller's behalf by an authorized executive officer of
     Seller, dated the Closing Date, certifying to such effect;


                                       47
<PAGE>
          (b) Seller shall have performed and complied in all material respects
     with all agreements and obligations required by this Agreement to be
     performed or complied with by it on or prior to the Closing, and Purchaser
     shall have received a certificate of Seller, executed on its behalf by an
     authorized executive officer of Seller, dated the Closing Date, certifying
     to such effect;

          (c) From the date of the Company Financial Statements to the Closing
     Date, there shall not have occurred any event that would reasonably be
     expected to result in a Company Material Adverse Effect;

          (d) Seller shall have executed and delivered to Purchaser the
     Transition Services Agreement, and such agreement shall be in full force
     and effect;

          (e) Purchaser shall have received the written resignation of each of
     the directors and non-employee officers of the Company;

          (f) Seller shall have delivered to Purchaser an affidavit of
     non-foreign status that complies with Section 1445 of the Code; and

          (g) In connection with the notification by Purchaser and the Company
     to the FAA and the DOT of the transactions contemplated by this Agreement,
     Purchaser or the Company shall not have been advised by the FAA or the DOT
     of any issues that could reasonably be expected to materially and adversely
     affect the ability of the Company to operate the Business substantially as
     it is currently conducted.

                                   ARTICLE VI

                        TERMINATION, AMENDMENT AND WAIVER

           SECTION 6.01 Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing, notwithstanding any requisite approval and adoption of this Agreement
and the transactions contemplated hereby, as follows:

          (a) by mutual written consent of Seller and Purchaser;

          (b) by either Seller or Purchaser, if the Closing shall not have
     occurred on or before December 31, 2004 (the "Termination Date"); provided,
     however, that the right to terminate this Agreement under this SECTION
     6.01(b) shall not be available to any party whose failure to fulfill any
     obligation under this Agreement has been the cause of, or resulted in, the
     failure of the Closing to occur on or before the Termination Date;

          (c) by either Seller or Purchaser, if any court of competent
     jurisdiction in the United States or any other Governmental Entity, based
     otherwise than on any applicable antitrust Law, (i) shall have issued an
     Order or taken any other action permanently restraining, enjoining or
     otherwise prohibiting the transactions contemplated by this Agreement, and
     such Order or other action shall have become final and nonappealable or
     (ii) shall have failed to issue an Order or to take any other action
     necessary to fulfill the conditions to the Closing, and such denial of a
     request to issue such Order or take such other action shall have become
     final and nonappealable;


                                       48
<PAGE>
          (d) by Purchaser by written notice to Seller upon a material breach of
     any representation, warranty, covenant or agreement on the part of Seller
     set forth in this Agreement, which would give rise to a failure of a
     condition set forth in SECTION 5.01 or SECTION 5.03 and is incapable of
     being cured or, if capable of being cured, shall not have been cured within
     thirty (30) days after written notice of such breach is given to Seller by
     Purchaser (a "Terminating Seller Breach");

          (e) by Seller by written notice to Purchaser upon a material breach of
     any representation, warranty, covenant or agreement on the part of
     Purchaser set forth in this Agreement which would give rise to a failure of
     a condition set forth in SECTION 5.01 or SECTION 5.02 and is incapable of
     being cured or, if capable of being cured, shall not have been cured within
     thirty (30) days after written notice of such breach is given to Purchaser
     by Seller (a "Terminating Purchaser Breach"); and

          (f) by Purchaser pursuant to SECTION 6.06(c).

           SECTION 6.02 Effect of Termination. In the event of termination of
this Agreement pursuant to SECTION 6.01, this Agreement shall forthwith become
void and, except as provided in SECTION 6.05, there shall be no liability under
this Agreement on the part of Seller or Purchaser, or any of their respective
officers or directors, and all rights and obligations of each party hereto shall
cease, except for those set forth in this SECTION 6.02 and in SECTION 6.05,
SECTION 8.05, and SECTION 8.06; provided, however, that nothing herein shall
relieve any party from liability for any breach of this Agreement; and provided
further, that if this Agreement is terminated by Purchaser pursuant to SECTION
6.01(d), Seller, in addition to any other liabilities arising hereunder, shall
be liable for and shall pay within five (5) Business Days after receipt by
Seller of a written invoice therefor the cost of all filing and other fees paid
by Purchaser in respect of the transactions contemplated by this Agreement up to
a maximum aggregate amount of $500,000.

           SECTION 6.03 Amendment. This Agreement may be amended by the parties
hereto by action taken by or on behalf of their respective Boards of Directors
at any time prior to the Closing. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.

           SECTION 6.04 Waiver. At any time prior to the Closing, any party
hereto may (a) extend the time for the performance of any obligation or other
act of any other party hereto, (b) waive any inaccuracy in the representations
and warranties contained herein or in any document delivered pursuant hereto and
(c) waive compliance with any agreement or condition contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

           SECTION 6.05 Fees and Expenses. Except as set forth in this SECTION
6.05, all expenses incurred in connection with this Agreement shall be paid by
the party incurring such expenses, whether or not the transactions contemplated
hereby are consummated, except that Purchaser shall pay all filing fees incurred
in connection with the premerger notification requirements of the HSR Act.


                                       49
<PAGE>
"Expenses" as used in this Agreement shall include all reasonable out-of-pocket
expenses (including all fees and expenses of counsel, accountants, investment
bankers, experts and consultants to a party hereto and its Affiliates) incurred
by a party or on its behalf in connection with or related to the authorization,
preparation, negotiation, execution or performance of this Agreement.

           SECTION 6.06 Risk of Loss.

          (a) In the event of the total destruction of any Aircraft prior to
     Closing, the Company shall promptly notify Purchaser of such destruction,
     and the Purchase Price shall be reduced by an amount equal to the insured
     value of such Aircraft as set forth in SECTION 2.17(a) of the Disclosure
     Letter. In such event, Seller shall be entitled to receive and retain all
     insurance proceeds, if any, received by Seller or the Company in respect of
     the destruction of such Aircraft, and at Closing the Company shall assign
     to Seller any rights the Company has to receive any insurance proceeds or
     payments with respect to such destruction. Except as provided in SECTION
     6.06(c), the Closing shall occur pursuant to SECTION 1.03 hereof without
     delay.

          (b) In the event of the damage of any Aircraft or Related Equipment
     prior to Closing that does not constitute a total destruction or loss of
     the Aircraft in accordance SECTION 6.06(a) or the damage or destruction of
     any other asset or property of the Company prior to Closing, the Company
     shall promptly notify Purchaser of such damage or destruction, and Seller
     shall, at Seller's option, either (i) repair such Aircraft or Related
     Equipment or other asset or property and restore it to the condition it was
     in immediately prior to such damage or destruction at Seller's sole cost
     and expense or (ii) reduce the Purchase Price by an amount equal to the net
     insurance proceeds, if any, received by Seller or the Company on or prior
     to the Closing in respect of such damage or destruction, plus the amount of
     any deductible or self retention amount applicable to such damage or
     destruction and at the Closing assign to the Company any rights Seller has
     to receive any additional insurance proceeds or payments with respect to
     such damage or destruction. In the event that Seller elects to repair such
     damage or destruction, Seller shall be entitled to receive and retain all
     insurance proceeds, if any, received by Seller or the Company in respect of
     such damage or destruction, and at the Closing the Company shall assign to
     Seller any rights the Company has to receive any additional insurance
     proceeds or payments with respect to such damage or destruction. Except as
     provided in SECTION 6.06(c), the Closing shall, subject to the conditions
     set forth in ARTICLE V hereof, occur pursuant to SECTION 1.03 hereof
     without delay.

          (c) Notwithstanding the provisions of SECTION 6.06(a) or SECTION
     6.06(b), Seller and Purchaser agree that if the damage or destruction
     covered by those provisions is such that Seller or Purchaser in good faith
     reasonably expects the amount thereof to be in excess of $40,000,000, then
     Purchaser may terminate this Agreement. Unless terminated as hereinbefore
     provided in this SECTION 6.06(c), the Stock Purchase shall otherwise be
     consummated, subject to the conditions set forth in ARTICLE V hereof, as
     though such destruction or damage had not occurred.


                                       50
<PAGE>
          (d) If, prior to the Closing Date, all or any significant portion (as
     defined in this SECTION 6.06(d)) of the Company Properties is taken by
     eminent domain (or is the subject of a pending taking which has not yet
     been consummated), Seller shall notify Purchaser of such fact promptly
     after obtaining Knowledge thereof, and Purchaser shall have the right to
     terminate this Agreement by giving notice to Seller not later than ten (10)
     days after the giving of Seller's notice. For the purposes hereof, a
     "significant portion" of the Company Properties shall mean such a portion
     of the Company Properties as shall be necessary, as reasonably determined
     by Purchaser, for the operation of the Business in the ordinary course,
     without causing a Company Material Adverse Effect. If Purchaser does not
     elect to terminate this Agreement as aforesaid, or if an "insignificant
     portion" (i.e., anything other than a significant portion) of the Company
     Properties is taken by eminent domain (or becomes the subject of a pending
     taking), there shall be no abatement of the Purchase Price, and Seller
     shall assign to the Company (without recourse) at the Closing the rights of
     Seller to the awards, if any, for the taking, and the Company shall be
     entitled to receive and keep all awards for the taking of the Company
     Properties or such portion thereof.

                                  ARTICLE VII

                          SURVIVAL AND INDEMNIFICATION

           SECTION 7.01 Survival Periods. Subject to the immediately following
sentence, all representations and warranties of Purchaser and Seller contained
in this Agreement shall survive the Closing until the date that is twelve (12)
months after the Closing Date and all representations and warranties of Seller
contained in this Agreement, to the extent applicable or related to the Fixed
Wing Business (as defined in SECTION 8.10(g)), shall survive the Closing until
the date that is twenty-four (24) months after the Closing Date, except that (i)
the representations and warranties of Seller contained in SECTION 2.01, SECTION
2.04, SECTION 2.11, SECTION 2.12, and SECTION 2.13 and the representations and
warranties of Purchaser contained in SECTION 3.01 and SECTION 3.02 shall each
survive the Closing until ninety (90) days following the expiration of the
applicable statute of limitations and (ii) the representations and warranties of
Seller contained in SECTION 2.03 and SECTION 2.24 and the representations and
warranties of Purchaser contained in SECTION 3.07 shall survive indefinitely,
with respect to the particular matter that is the subject matter of each thereof
(each of the foregoing periods as to the representations and warranties to which
they apply, the "Survival Period"); provided, however, that any obligations to
indemnify and hold harmless shall not terminate with respect to any Purchaser
Damages or Seller Damages, as the case may be, as to which the Person to be
indemnified shall have given notice (stating in reasonable detail the basis of
the claim for indemnification) to the indemnifying party in accordance with
SECTION 7.02, SECTION 7.03 or SECTION 7.04 of this Agreement before the
termination of the applicable Survival Period. The representations and
warranties of the Company shall terminate as of the Closing, and Seller and the
Company each hereby releases the other from all claims arising out of the
transactions contemplated by this Agreement based on indemnification.


                                       51
<PAGE>
           SECTION 7.02 Seller's Agreement to Indemnify.

          (a) Subject to the terms and conditions set forth in this Agreement,
     from and after the Closing, Seller shall indemnify and hold harmless
     Purchaser and its directors, officers, employees, Affiliates, controlling
     persons, agents and representatives and their successors and assigns
     (collectively, the "Purchaser Indemnitees") from and against all liability,
     demands, claims, actions or causes of action, assessments, losses, damages,
     costs and expenses (including reasonable attorneys' fees and expenses)
     (collectively, "Purchaser Damages") asserted against or incurred by any
     Purchaser Indemnitee as a result of or arising out of (i) a breach of any
     representation or warranty contained in ARTICLE II of this Agreement (other
     than a representation or warranty contained in SECTION 2.12(r) the
     indemnification for which shall be solely and exclusively governed by
     SECTION 4.08) (each of which, for purposes of this SECTION 7.02(a), shall
     be deemed to have been made as of the date hereof and as of the Closing
     Date, except for those which expressly relate to an earlier date, each of
     which shall be deemed to have been made as of such earlier date) or (ii)
     any breach of any of the covenants and agreements of Seller or the Company
     contained in this Agreement, including any agreement of Seller to indemnify
     Purchaser with respect to specific matters contained elsewhere in this
     Agreement (other than a covenant or agreement relating to Taxes and set
     forth in SECTION 4.08 the indemnification for which shall be solely and
     exclusively governed by SECTION 4.08).

          (b) Seller's obligation to indemnify the Purchaser Indemnitees for
     Purchaser Damages under SECTION 7.02(a) of this Agreement is subject to the
     following limitations:

               (i) Seller shall have no obligation under SECTION 7.02(a) to
          indemnify any Purchaser Indemnitee for any Purchaser Damages resulting
          from or arising out of any Terminating Seller Breach occurring after
          the date hereof but prior to the Closing of which any party hereto has
          provided written notice to the other parties in accordance with
          SECTION 4.14 prior to the Closing.

               (ii) No indemnification shall be made by Seller under SECTION
          7.02(a) unless the aggregate amount of all Purchaser Damages exceeds
          $1,000,000 (the "Deductible Amount") and, in such event,
          indemnification shall be made by Seller only to the extent that the
          aggregate amount of Purchaser Damages exceeds the Deductible Amount;
          provided, however, that, the limitations of this SECTION 7.02(b)(ii)
          shall not apply with respect to any Purchaser Damages arising out of
          or resulting from breaches of any representation or warranty contained
          in SECTION 2.03, SECTION 2.12, SECTION 2.15(a) or SECTION 2.24, and,
          subject to SECTION 7.02(b)(iii), SECTION 7.02(b)(iv) and SECTION
          7.02(b)(v), indemnification shall be made by Seller for all Purchaser
          Damages arising out of or resulting from the breach of any such
          representation or warranty;


                                       52
<PAGE>
               (iii) Subject to SECTION 7.02(b)(iv) and SECTION 7.02(b)(v), in
          no event shall Seller's aggregate obligation to indemnify the
          Purchaser Indemnitees for Fixed Wing Claims (as defined in SECTION
          8.10(h)) of which Seller first receives notice from the applicable
          Purchaser Indemnitees after the first anniversary of the Closing Date
          but on or before the second anniversary of the Closing Date exceed
          $11,000,000, or in the case of Fixed Wing Claims arising out of or
          resulting from breaches of any representation or warranty contained in
          SECTION 2.03, SECTION 2.11, SECTION 2.12, SECTION 2.13, SECTION
          2.15(a) or SECTION 2.24 or any of the covenants or agreements of
          Seller or the Company contained in SECTION 4.07, the Purchase Price,
          except in the event that such obligation to indemnify arises from the
          fraudulent act or omission of Seller;

               (iv) In no event shall Seller's aggregate obligation to indemnify
          the Purchaser Indemnitees for Purchaser Damages under SECTION 7.02(a)
          exceed $40,000,000, or in the case of Purchaser Damages arising out of
          or resulting from breaches of any representation or warranty contained
          in SECTION 2.03, SECTION 2.11, SECTION 2.12, SECTION 2.13, SECTION
          2.15(a) or SECTION 2.24 or any of the covenants or agreements of
          Seller or the Company contained in SECTION 4.07, the Purchase Price,
          except in the event that such obligation to indemnify arises from the
          fraudulent act or omission of Seller;

               (v) In no event shall Seller's aggregate obligation to indemnify
          the Purchaser Indemnitees under SECTION 7.02(a) exceed the Purchase
          Price, except in the event that such obligation to indemnify arises
          from the fraudulent act or omission of Seller;

               (vi) The amount of any Purchaser Damages shall be reduced by any
          amount actually received by a Purchaser Indemnitee with respect to
          such Purchaser Damages under any insurance coverage or from any other
          party alleged to be responsible for such Purchaser Damages. If a
          Purchaser Indemnitee receives an amount under insurance coverage or
          from any such other party with respect to Purchaser Damages at any
          time subsequent to any indemnification provided by Seller under this
          SECTION 7.02, then such Purchaser Indemnitee shall promptly (but in no
          event more than ten (10) Business Days after receipt of such amount)
          reimburse Seller for amounts paid by Seller to the Purchaser
          Indemnitee in connection with providing such indemnification up to
          such amount received by the Purchaser Indemnitee; and

               (vii) Seller shall be obligated to indemnify the Purchaser
          Indemnitees under SECTION 7.02(a) only for those claims giving rise to
          Purchaser Damages with respect to which the Purchaser Indemnitees have
          given Seller written notice prior to the end of the applicable
          Survival Period. Any written notice delivered by a Purchaser
          Indemnitee to Seller with respect to Purchaser Damages shall set forth
          with as much specificity as is reasonably practicable the basis of the
          claim for Purchaser Damages, whether the Purchaser Indemnitee believes
          the claim to be a Fixed-Wing Claim and, to the extent reasonably
          practicable, a reasonable estimate of the amount of such claim.
          Subject to the procedures with respect to Claims under SECTION 7.04
          hereof, if such written notice (or an amended notice) states the


                                       53
<PAGE>
          amount of Purchaser Damages claimed and Seller notifies the Purchaser
          Indemnitee that Seller does not dispute the claim described in such
          notice or fails to notify the Purchaser Indemnitee within twenty (20)
          Business Days after delivery of such notice by the Purchaser
          Indemnitee whether Seller disputes the claim described in such notice,
          Purchaser Damages in the amount specified in such notice will be
          deemed admitted by Seller, and Seller will pay the amount of such
          Purchaser Damages to the Purchaser Indemnitee. If a written notice
          does not state the amount of Purchaser Damages claimed, such omission
          will not preclude the Purchaser Indemnitee from recovering from Seller
          the amount of Purchaser Damages with respect to the claim described in
          such notice upon final determination thereof.

          (c) Seller will pay the amount of any Purchaser Damages to the
     applicable Purchaser Indemnitee within five (5) Business Days following the
     determination of Seller's liability for and the amount of Purchaser Damages
     (whether such determination is made pursuant to the procedures set forth in
     this ARTICLE VII, by agreement between the Purchaser Indemnitee and Seller
     or by final adjudication in accordance with the terms of this Agreement).

           SECTION 7.03 Purchaser's Agreement to Indemnify.

          (a) Subject to the terms and conditions set forth in this Agreement,
     from and after the Closing, Purchaser shall indemnify and hold harmless
     Seller and Seller's directors, officers, employees, Affiliates, controlling
     persons, agents and representatives and their successors and assigns
     (collectively, the "Seller Indemnitees") from and against all liability,
     demands, claims, actions or causes of action, assessments, losses, damages,
     costs and expenses (including reasonable attorneys' fees and expenses)
     (collectively, "Seller Damages") asserted against or incurred by any Seller
     Indemnitee as a result of or arising out of (i) a breach of any
     representation or warranty contained in ARTICLE III of this Agreement (each
     of which, for purposes of this SECTION 7.03(a), shall be deemed to have
     been made as of the date hereof and as of the Closing Date, except for
     those which expressly relate to an earlier date, each of which shall be
     deemed to have been made as of such earlier date) or (ii) any breach of any
     of the covenants or agreements of Purchaser contained in this Agreement,
     including any agreement of Purchaser to indemnify Seller with respect to
     specific matters contained elsewhere in this Agreement (other than a
     covenant or agreement relating to Taxes and set forth in SECTION 4.08 the
     indemnification for which shall be solely and exclusively governed by
     SECTION 4.08)).

          (b) Purchaser's obligation to indemnify the Seller Indemnitees under
     SECTION 7.03(a) of this Agreement is subject to the following limitations:

               (i) Purchaser shall have no obligation under SECTION 7.03(a) to
          indemnify any Seller Indemnitee for any Seller Damages resulting from
          or arising out of any Terminating Purchaser Breach occurring after the
          date hereof but prior to the Closing of which any party hereto has
          provided written notice to the other parties in accordance with
          SECTION 4.14 prior to the Closing.


                                       54
<PAGE>
               (ii) The amount of any Seller Damages shall be reduced by any
          amount actually received by a Seller Indemnitee with respect to such
          Seller Damages under any insurance coverage or from any other party
          alleged to be responsible for such Seller Damages. If a Seller
          Indemnitee receives any amount under insurance coverage or from any
          such other party with respect to Seller Damages at any time subsequent
          to any indemnification provided by Purchaser under this SECTION 7.03,
          then such Seller Indemnitee shall promptly (but in no event more than
          ten (10) Business Days after receipt of such amount) reimburse
          Purchaser for amounts paid by Purchaser to the Seller Indemnitee in
          connection with providing such indemnification up to such amount
          received by the Seller Indemnitee; and

               (iii) Purchaser shall be obligated to indemnify the Seller
          Indemnitees under SECTION 7.03(a) only for those claims giving rise to
          Seller Damages with respect to which the Seller Indemnitees have given
          Purchaser written notice prior to the end of the Survival Period (to
          the extent the Survival Period is applicable to such claim). Any
          written notice delivered by a Seller Indemnitee to Purchaser with
          respect to Seller Damages shall set forth with as much specificity as
          is reasonably practicable the basis of the claim for Seller Damages
          and, to the extent reasonably practicable, a reasonable estimate of
          the amount of such claim. Subject to the procedures with respect to
          Claims under SECTION 7.04 hereof, if such written notice (or an
          amended notice) states the amount of Seller Damages claimed and
          Purchaser notifies the Seller Indemnitee that Purchaser does not
          dispute the claim described in such notice or fails to notify the
          Seller Indemnitee within twenty (20) Business Days after delivery of
          such notice by the Seller Indemnitee whether Purchaser disputes the
          claim described in such notice, Seller Damages in the amount specified
          in such notice will be deemed admitted by Purchaser, and Purchaser
          will pay the amount of such Seller Damages to the Seller Indemnitee.
          If a written notice does not state the amount of Seller Damages
          claimed, such omission will not preclude the Seller Indemnitee from
          recovering from Purchaser the amount of Seller Damages with respect to
          the claim described in such notice upon final determination thereof.

          (c) Purchaser will pay the amount of any Seller Damages to the
     applicable Seller Indemnitee within five (5) Business Days following the
     determination of Purchaser's liability for and the amount of Seller Damages
     (whether such determination is made pursuant to the procedures set forth in
     this ARTICLE VII, by agreement between Purchaser and the Seller Indemnitee
     or by final adjudication in accordance with the terms of this Agreement).

           SECTION 7.04 Indemnification Procedures For Third Party Claims. The
obligations of Seller to indemnify the Purchaser Indemnitees under SECTION 7.02
of this Agreement with respect to Purchaser Damages and the obligations of
Purchaser to indemnify the Seller Indemnitees under SECTION 7.03 of this
Agreement with respect to Seller Damages, in either case resulting from the
assertion of liability by third parties (each, as the case may be, a "Claim"),
will be subject to the following terms and conditions:


                                       55
<PAGE>
          (a) Any party against whom any Claim is asserted will give the
     indemnifying party written notice of any such Claim promptly after learning
     of such Claim, and the indemnifying party may, at its option, undertake the
     defense of such Claim by representatives of its own choosing. Failure to
     give prompt notice of a Claim under this Agreement shall not affect the
     indemnifying party's obligations under this ARTICLE VII, except to the
     extent the indemnifying party is materially prejudiced by such failure to
     give prompt notice. If the indemnifying party, within thirty (30) days
     after notice of any such Claim, or such shorter period as is reasonably
     required, fails to assume or diligently pursue the defense of such Claim,
     the Purchaser Indemnitee or the Seller Indemnitee, as the case may be,
     against whom such Claim has been made will (upon further notice to the
     indemnifying party) have the right to undertake the defense, compromise or
     settlement of such Claim on behalf of and for the account and risk, and at
     the expense, of the indemnifying party, subject to the right of the
     indemnifying party to assume the defense of such Claim at any time prior to
     settlement, compromise or final determination of such Claim. If the
     indemnifying party assumes such defense, the Purchaser Indemnitee or the
     Seller Indemnitee, as the case may be, shall have the right to participate
     in the defense thereof and to employ counsel, at its own expense (which
     expense shall not constitute a Purchaser Damage or Seller Damage, as
     applicable, unless the Purchaser Indemnitee or the Seller Indemnitee, as
     the case may be, reasonably determines that the indemnifying party is not
     adequately representing or, because of a conflict of interest, may not
     adequately represent, any interests of the Purchaser Indemnitee or the
     Seller Indemnitee, as the case may be, and only to the extent that such
     expenses are reasonable), separate from the counsel employed by the
     Purchaser Indemnitee or the Seller Indemnitee, as the case may be, it being
     understood, however, that the indemnifying party shall control such
     defense. The indemnifying party shall be liable for the fees and expenses
     of counsel employed by the Purchaser Indemnitee or the Seller Indemnitee,
     as the case may be, for any period during which the indemnifying party has
     not assumed the defense thereof; provided, however, that the indemnifying
     party shall not be required to pay for more than one such counsel for all
     indemnified parties in connection with any Claim.

          (b) Anything in this SECTION 7.04 to the contrary notwithstanding, the
     indemnifying party shall not enter into any settlement or compromise of any
     action, suit or proceeding or consent to the entry of any judgment (i) that
     does not include as an unconditional term thereof the delivery by the
     claimant or plaintiff to the Seller Indemnitee or the Purchaser Indemnitee,
     as the case may be, of a written release from all liability in respect of
     such action, suit or proceeding or (ii) for other than monetary damages to
     be borne by the indemnifying party, without the prior written consent of
     the Seller Indemnitee or the Purchaser Indemnitee, as the case may be,
     which consent shall not be unreasonably withheld.

          (c) The indemnifying party and the Seller Indemnitee or Purchaser
     Indemnitee, as applicable, shall provide each other such cooperation as may
     be reasonably requested and at the expense of the indemnifying party in all
     aspects of any investigation, defense, pretrial activities, trial,
     compromise, settlement or discharge of any claim in respect of which
     indemnity is sought under this ARTICLE VII, including, but not limited to,
     by providing the indemnifying party with reasonable access to employees and
     officers (including as witnesses) and other information.


                                       56
<PAGE>
           SECTION 7.05 No Setoff. Neither Purchaser nor Seller shall have any
right to setoff any Purchaser Damages or Seller Damages, respectively, against
any payments to be made by either of them under this Agreement.

           SECTION 7.06 No Duplication. Any liability for indemnification under
this Agreement shall be determined without duplication of recovery by reason of
the state of facts (i) giving rise to such liability constituting a breach of
more than one representation, warranty, covenant or agreement or (ii) taken into
account in determining any adjustment to the Purchase Price under SECTION
1.09(b).

           SECTION 7.07 Qualifications for Materiality. Notwithstanding any
provision in this Agreement to the contrary, the indemnification obligations of
Seller and Purchaser under this ARTICLE VII in connection with a breach of any
representation, warranty, covenant or other agreement contained in this
Agreement shall be determined taking into account any qualifications, provisions
or exceptions for "material", "materiality," "in all material respects" (or
correlative meanings) or "Company Material Adverse Effect" set forth in such
representation, warranty, covenant or other agreement, but for purposes of
determining any Seller Damages or Purchaser Damages, as the case may be, to be
indemnified, such representations, warranties, covenants or other agreements
shall be deemed to have been made or given for the purposes of this ARTICLE VII
as though there were no such qualification, provision or exception. The parties
acknowledge that the failure to disclose a matter in the Disclosure Letter or
Purchaser Disclosure Letter due to the materiality thresholds set forth in any
such representation, warranty, covenant or other agreement shall not give rise
to Purchaser Damages or Seller Damages, as the case may be.

           SECTION 7.08 Sole Remedy.

          (a) After the Closing, the parties agree that the sole and exclusive
     remedy of any party to this Agreement or their respective Affiliates with
     respect to this Agreement, the events giving rise to this Agreement and the
     transactions provided for in this Agreement, shall be limited to the
     adjustment and indemnification provisions set forth in this ARTICLE VII and
     elsewhere in this Agreement, and in furtherance of the foregoing, each of
     the parties, on behalf of itself and its Affiliates, waives and releases
     the other party to this Agreement (and such other party's Affiliates) from,
     to the fullest extent permitted under applicable Law, any and all rights,
     claims and causes of action it or its Affiliates may have against the other
     party to this Agreement, except as provided by this Agreement.
     Notwithstanding the foregoing, nothing in this Agreement will prevent any
     party from bringing an action based upon allegations of fraud by the other
     party in connection with this Agreement. In the event such action is
     brought, the prevailing party's attorneys' fees and costs will be paid by
     the non-prevailing party.

          (b) The parties intend that, even though indemnification and other
     obligations appear in various sections and articles of this Agreement, the
     indemnification procedures and, to the extent applicable, the limitations
     contained in this ARTICLE VII shall apply to all indemnity and other
     obligations of the parties under this Agreement, except to the extent
     expressly excluded in this ARTICLE VII and except with respect to any
     indemnity or other obligation contained in SECTION 4.07(g), SECTION 4.08 or
     SECTION 4.18.


                                       57
<PAGE>
           SECTION 7.09 No Special Damages. IN NO EVENT SHALL ANY PARTY BE
LIABLE UNDER THIS ARTICLE VII, SECTION 4.07(g), SECTION 4.08, SECTION 4.18 OR
OTHERWISE IN RESPECT OF THIS AGREEMENT FOR EXEMPLARY, SPECIAL, PUNITIVE,
INDIRECT, REMOTE, SPECULATIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCEPT TO
THE EXTENT ANY SUCH PARTY SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN
CONNECTION WITH A THIRD PARTY CLAIM, IN WHICH EVENT SUCH DAMAGES SHALL BE
RECOVERABLE.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

           SECTION 8.01 Notices.

          (a) All notices and other communications given or made pursuant to
     this Agreement shall be in writing and shall be sent by an overnight
     courier service that provides proof of receipt, mailed by registered or
     certified mail (postage prepaid, return receipt requested) or telecopied to
     the parties at the following addresses (or at such other address for a
     party as shall be specified by like notice):

                          if to the Purchaser:

                                   SEACOR Holdings Inc.
                                   460 Park Avenue
                                   12th Floor
                                   New York, NY 10022
                                   Attention:  President
                                   Fax No.:  (212) 582-8522

                                   with a copy to:

                                   Weil, Gotshal & Manges LLP
                                   767 Fifth Avenue
                                   New York, NY 10153-0119
                                   Attention:  Dennis Barsky and David Zeltner
                                   Fax No.:  (212) 833-3038


                                       58
<PAGE>
                          if to Seller or the Company:

                                   Rowan Companies, Inc.
                                   2800 Post Oak Boulevard
                                   Suite 5450
                                   Houston, Texas 77056-6127
                                   Attention:  R.G. Croyle
                                   Fax No.:  (713) 960-7509

                                   with a copy to:

                                   Andrews Kurth LLP
                                   600 Travis, Suite 4200
                                   Houston, Texas  77002
                                   Attention:  Robert V. Jewell
                                   Fax No.:  (713) 220-4285

          (b) If this Agreement provides for a designated period after a notice
     within which to perform an act, such period shall commence on the date of
     receipt or refusal of the notice.

          (c) If this Agreement requires the exercise of a right by notice on or
     before a certain date or within a designated period, such right shall be
     deemed exercised on the date of delivery to the courier service,
     telecopying or mailing of the notice pursuant to which such right is
     exercised.

          (d) Notices of changes of address shall be effective only upon
     receipt.

           SECTION 8.02 Severability. The provisions of this Agreement shall be
severable, and if any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced
under applicable Law or public policy, such provision shall be deemed severed
from this Agreement, and all other provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.

           SECTION 8.03 Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party hereto
(whether by operation of applicable Law or otherwise) without the prior written
consent of the other party. Notwithstanding the foregoing, the parties agree
that Purchaser may assign all of its rights and obligations in, to and under
this Agreement to a wholly-owned direct or indirect subsidiary of Purchaser;
provided, however, that in the event of such assignment by Purchaser, Purchaser
shall remain responsible and liable for all of the obligations and liabilities
of Purchaser under this Agreement.


                                       59
<PAGE>
           SECTION 8.04 Interpretation.

          (a) When a reference is made in this Agreement to Sections, Exhibits
     or Schedules, such reference shall be to a Section of or Exhibit or
     Schedule to this Agreement unless otherwise indicated. The table of
     contents, glossary of defined terms and headings contained in this
     Agreement are for reference purposes only and shall not affect in any way
     the meaning or interpretation of this Agreement. Whenever the words
     "include," "includes" or "including" are used in this Agreement, they shall
     be deemed to be followed by the words "without limitation." The phrases
     "the date of this Agreement" and "the date hereof" shall be deemed to refer
     to the date in the first paragraph of this Agreement.

          (b) The parties hereto acknowledge that certain matters set forth in
     the applicable Disclosure Letter are included for informational purposes
     only, notwithstanding the fact that, because they do not rise above
     applicable materiality thresholds or otherwise, they would not be required
     to be set forth therein by the terms of this Agreement and that disclosure
     of such matters shall not be taken as an admission by Seller or Purchaser
     that such disclosure is required to be made under the terms or any
     provision of this Agreement, and in no event shall the disclosure of such
     matters be deemed or interpreted to broaden or otherwise amplify the
     representations and warranties contained in this Agreement.

           SECTION 8.05 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at Law or in equity.

           SECTION 8.06 Governing Law. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.

           SECTION 8.07 Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement, other than to the Purchaser Indemnitees and Seller
Indemnitees as provided in SECTION 7.02(a) and SECTION 7.03(a), respectively.

           SECTION 8.08 Counterparts. This Agreement may be executed in two or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this Agreement.

           SECTION 8.09 Entire Agreement. This Agreement (including the
Exhibits, the Disclosure Letter and the Purchaser Disclosure Letter) constitutes
the entire agreement among the parties with respect to the subject matter hereof
and, except for the Confidentiality Agreement, supersedes all prior agreements
and undertakings, both written and oral, among the parties, with respect to the
subject matter hereof.


                                       60
<PAGE>
           SECTION 8.10 Certain Definitions.

         For purposes of this Agreement:

          (a) "Affiliate" of a specified Person means a Person who directly or
     indirectly through one or more intermediaries controls, is controlled by or
     is under common control with, such specified Person;

          (b) "Affiliated Group" means any affiliated group within the meaning
     of Section 1504(a) of the Code or any similar group defined under a similar
     provision of applicable Law;

          (c) "Business Day" means any day that is not a Saturday, Sunday or
     other day on which banking institutions in Houston, Texas are authorized or
     required by applicable Law or executive order to close;

          (d) "Code" means the Internal Revenue Code of 1986, as amended;

          (e) "Contract" means any contract, agreement, indenture, note, bond,
     loan, instrument, lease, commitment or other arrangement or agreement,
     whether written or oral;

          (f) "ERISA" means the Employment Retirement Income Security Act of
     1974, as amended;

          (g) "Fixed Wing Business" means the Company's Alaskan airline business
     as operated by the Company on the date hereof and on the Closing Date,
     including all assets and liabilities related thereto.

          (h) "Fixed Wing Claim" means any claim for Purchaser Damages to the
     extent resulting from or arising out of the Fixed Wing Business.

          (i) "Governmental Entity" means any United States (federal, state or
     local) or foreign government or governmental, regulatory or administrative
     authority, agency, commission or court;

          (j) "Intellectual Property Licenses" means (i) any grant to a third
     Person of any right to use any of the Intellectual Property, and (ii) any
     grant to the Company of a right to use a third Person's intellectual
     property rights which is necessary for the use of any Intellectual
     Property;

          (k) "Inventory" means the Company's inventories of goods or products
     used or useable in the conduct of the Business in the ordinary course of
     business, in existence as of the relevant date of determination;


                                       61
<PAGE>
          (l) "Knowledge" or "Known" means, with respect to Seller or the
     Company, the knowledge of any of the individuals listed on Exhibit 8.10(l)
     attached hereto, and, with respect to Purchaser, the knowledge of any of
     the executive officers of Purchaser;

          (m) "Law" means any United States (federal, state or local) or foreign
     law, statute, ordinance, rule, regulation or Order;

          (n) "Lien" means any lien, pledge, mortgage, deed of trust, security
     interest, claim, lease, charge, option, right of first refusal, easement,
     servitude, proxy, voting trust or agreement, transfer restriction under any
     shareholder or similar agreement, encumbrance or any other restriction or
     limitation whatsoever;

          (o) "Litigation" means any litigation, suits, claim, action,
     proceeding or investigation;

          (p) "Order" means any decree, judgment, injunction, ruling, writ or
     other order (whether temporary, preliminary or permanent);

          (q) "Permitted Liens" means (i) all defects, exceptions, restrictions,
     easements, rights of way and encumbrances disclosed in policies of title
     insurance which have been made available to Purchaser; (ii) statutory liens
     for current Taxes, assessments or other governmental charges not yet
     delinquent or the amount or validity of which is being contested in good
     faith by appropriate proceedings, provided an appropriate reserve is
     established therefor; (iii) mechanics', carriers', workers', repairers' and
     similar Liens arising or incurred in the ordinary course of business that
     are not resulting from a breach, default or violation by the Company of any
     Contract or applicable Law; (iv) zoning, entitlement and other land use and
     environmental regulations by any Governmental Entity, provided that such
     regulations have not been violated; and (v) all matters of record, Liens
     and other imperfections of title, charges, easements, restrictions and
     encumbrances (including (l) reservations specified in instruments of
     conveyance such as deeds and indentures, reserving in favor of the grantor
     under such instrument ("Deed Reservations") an interest in mineral rights,
     including petroleum, petroleum products, phosphate minerals, oil and gas,
     (2) any zoning, utility easement, covenant or restriction pursuant to any
     deed or recorded plat affecting the Company Properties and (3) any other
     Deed Reservation) which would not materially detract from the value of or
     materially interfere with the present use of any Company Property subject
     thereto or affected thereby;

          (r) "Person" means an individual, corporation, partnership, limited
     liability company, limited partnership, syndicate, person (including a
     "person" defined in Section 13(d)(3) of the Exchange Act), trust,
     association or entity or government, political subdivision, agency or
     instrumentality of a government;

          (s) "Related Equipment" means, with respect to an Aircraft, such
     Aircraft's engines and all material appliances, parts, instruments,
     avionics, components, appurtenances, accessories, furnishings and other
     equipment or property incorporated in, installed in or affixed to such
     Aircraft or its engines.


                                       62
<PAGE>
          (t) "Seller Affiliated Group" means the Affiliated Group of which
     Seller is the common parent;

          (u) "Taxes" means any federal, state, local or foreign income, gross
     receipts, license, payroll, employment, excise, severance, stamp,
     occupation, premium, windfall profits, environmental, customs duties,
     capital stock, franchise, profits, withholding, social security (or
     similar), unemployment, disability, real property, personal property,
     sales, use, transfer, registration, value added, alternative or add-on
     minimum, estimated tax or other tax of any kind whatsoever, including any
     interest, penalty or addition thereto, whether disputed or not, and any
     liability in respect of any of the foregoing items payable by reason of
     contract, assumption, transferee liability, operation of law, Treasury
     Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or
     any analogous or similar provision under applicable Law) or otherwise;

          (v) "Tax Returns" means all returns, declarations, reports, statements
     and other documents required or permitted to be filed in respect of Taxes,
     and any claims for refunds of Taxes, including any amendments or
     supplements thereto; and

          (w) "WARN" means the Worker Adjustment and Retraining Notification Act
     of 1988, as amended, and any similar state or local "mass layoff" or "plant
     closing" law.



                            (SIGNATURE PAGE FOLLOWS)



                                       63
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above by their respective officers
thereunto duly authorized.

                                          ROWAN COMPANIES, INC.


                                          By:  /s/ R.G. Croyle
                                             -----------------------------------
                                             Name:   R.G. Croyle
                                             Title:  Vice Chairman


                                          ERA AVIATION, INC.


                                          By:  /s/  R.G. Croyle
                                             -----------------------------------
                                             Name:  R.G. Croyle
                                             Title: Vice Chairman


                                          SEACOR HOLDINGS INC.


                                          By: /s/ Dick Fagerstal
                                             -----------------------------------
                                              Name:   Dick Fagerstal
                                              Title:  Senior Vice President




                                       64
<PAGE>
                                  EXHIBIT 1.07
                                  ------------

                      FORM OF TRANSITION SERVICES AGREEMENT





<PAGE>
                                 EXHIBIT 8.10(L)

               "KNOWLEDGE" INDIVIDUALS FOR SELLER AND THE COMPANY

Lynda Aycock
Terry Bennett
K. Bryan Blixhavn
John L. Buvens
R. G. Croyle
Marcia Davis
Mark Hay
William Hedrick
C. W. Johnson
Mark Jones
Paul Landis
Richard Larew
D. F. McNease
Wilbur O'Brien
Jim Shugart
E. E. Thiele
William H. Wells
Glyn Wheeler


</TEXT>
</DOCUMENT>
