EFTA00729531.pdf

Sikorsky Aircraft Corporation 0 Sikorsky 6900 Main Street Stratford. Connecticut 06615 A United Technologies Company In reply refer to August 21, 2009 SPB 7702 Mr. Darren K. Indyke Vice-President Air Ghislaine, Inc. The Villard House 457 Madison Avenue New York, NY 10022 Subject: Proposal for a Sikorsky Deluxe Executive S-76DTm Helicopter for Air Ghislaine, Inc. Dear Mr. Indyke, Thank you very much for your interest in the S-76D helicopter. In accordance with the S-76D Delivery Position Assignment Agreement (DPAA) between Air Ghislaine, Inc. and Sikorsky, I am pleased to provide you with the following Sales Agreement for your consideration. I would also like to give you an update on Sikorsky's S-76D Program and a proposed delivery schedule. The attached Sales Agreement is for one (1) new production S-76D helicopter in a Deluxe Executive Configuration, defined in Exhibit A of Attachment A. The S-76D helicopter is equipped with two Pratt & Whitney Canada 210S engines, the integrated Thales TopDeck. Avionics Suite, a Health and Usage Monitoring System (HUMS), and all- composite main and tail rotor blades. All of Sikorsky's commercially-offered aircraft are equipped with Honeywell MARK XXII Enhanced Ground Proximity Warning System and a combination Flight Data Recorder / Cockpit Voice Recorder. Due to the S-76° helicopter's combined comfort, performance, proven safety, and reliability, the S-76 continues to be the premier choice among Fortune 100 companies. Program Update — The S-76D team achieved first flight on February 7, 2009, and flight envelope expansion is advancing at our West Palm Beach facility. To date, the prototype aircraft has achieved in excess of twenty-five flight hours. Our progress continues with flight testing of the new main rotor blades for the S-76D, which began on February 5, 2009. Currently the new composite main rotor blades are flying on S-76D prototype Aircraft DI. We expect to receive FAA sea level certification of the S-76D helicopter by the end of September 2010, and validations of the FAA's certification by the European Aviation Safety Agency and Transport Canada are anticipated by the end of March 2011. to be followed by certification of optional rotor ice protection in 2012. Aircraft Availability and Price — The standard sales price for the helicopter presented herein, in Deluxe Executive completed configuration, is US$14,300,000. In recognition of Air Ghislaine, Inc.'s early interest in the S-76D helicopter, Sikorsky is offering a limited introductory price of US$12,120,000, which is subject to the terms and conditions of this letter and the attached Sales Agreement. Conditions of eligibility for the $12,120,000 introductory offer, include (a) execution of the attached Sales Agreement within 90 days from the date of this letter (though Sikorsky would appreciate notification of your intent as soon as practical), (b) title transfer of a baseline helicopter at a date to be agreed between you and Sikorsky in 2011, and (c) acceptance of completion services at a date to be agreed between you and Sikorsky in 2012. As this is a significantly-discounted introductory offer, the prices offered hcrcin represent a best possible offer, from which Sikorsky cannot make further financial concessions. Desired changes to the proposed configuration may result in adjustments to price and/or delivery schedule. Delivery Schedule — As Sikorsky moves to confirm the backlog of DPAA positions, it may be possible to accelerate the delivery dates defined herein. The presently estimated "baseline" delivery and completion dates are September 2011 and April 2012, respectively. If you are interested to move these dates forward, please advise and we will do what is possible to accommodate that request. Disclosure — This document is provided with the express understanding that the document contains technical, business, and financial information which is submitted in confidence: and no disclosure or use of this information is EFTA00729531 permissible without express written consent of Sikorsky except by Air Ghislaine, Inc. within Air Ghislaine, Inc. as necessary for the evaluation of this document. Offer Acceptance — This proposal to convert your Delivery Position Assignment Agreement into a New Helicopter Sales Agreement shall remain valid for ninety (90) days from the date of this letter and is subject to execution of the attached Sales Agreement. Prior to execution of the Sales Agreement, the delivery position for the Deluxe Executive Helicopter may be subject to adjustment. Your interest in the S-76D program is certainly appreciated by the entire Sikorsky team. We look forward to discussing this potential transaction in greater detail at your convenience. In do not hesitate to contact Mr. Howard Germon, Sikorsky Regional Sales Manager, at phon r visit our website WWW.SIKORSKY.COM for further information on Sikorsky, our products and our services. Very truly yours, SIKORSKY AIRCRAFT CORPORATION Marc B. Poland Vice President — Sikorsky Global Helicopters Attachment A: S-76D Deluxe Executive Helicopter Sales Agreement EFTA00729532  S-76D NEW HELICOPTER SALES AGREEMENT THIS S-76D NEW HELICOPTER SALES AGREEMENT (the "Agreement"), dated as of the Effective Date stated below, is made by and between Sikorsky Aircraft Corporation ("Sikorsky") and the Customer named below. I. DEFINITIONS /INFORMATION FOR THIS AGREEMENT 1. Customer: Air Ghislaine, Inc. 2. Sikorsky Contract No: 76DD7702 3. Helicopter Quantity: One (1) 4. Scheduled Presentation Date September, 2011 (or sooner at Sikorsky's Helicopter: option) Subject to Confirmation Immediately Prior to Execution 5. Scheduled Presentation Date April, 2012 (or sooner at Sikorsky's option) Completion Services: Subject to Confirmation Immediately Prior to Execution 6. Helicopter Unit Price: US$9,000,000 7. Completion Services Unit Price: US$3,120,000 8. Custom Helicopter Unit Price: US$12,120,000 9. Total Contract Price: US$12,120,000 10. Payment Schedule: a. Helicopter Advance Payment: 20% of the Total Contract Price (less any previously remitted deposit amount) due on the date Customer signs this Agreement. US$2,324,000 (US$2,424,000 less $100,000 deposit paid by Customer prior to the date of this Agreement) S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page I of 15 EFTA00729533  5-761) NEW HELICOPTER SALES AGREEMENT b. Helicopter Final Payment: 80% of the Helicopter Unit Price due upon Acceptance of the Helicopter. (If Customer does not make itself available for presentation and acceptance of the Helicopter, the Helicopter Final Payment shall be due within ten (10) days following receipt by Customer of written notice that the Helicopter is ready for presentation and acceptance.) US$7,200,000 c. Completion Services Interim 40% of the Completion Services Unit Price Payment: due upon Acceptance of the Helicopter. US$1,248,000 d. Completion Services Final 40% of the Completion Services Unit Price Payment: due upon Acceptance of the Completion Services. (If Customer does not make itself available for presentation and acceptance of the Completion Services, the Completion Services Final Payment shall be due within ten (10) days following receipt by Customer of written notice that the Completion Services of the Custom Helicopter are ready for presentation and acceptance.) US$1,248,000 11. Customer's Contact for Technical Larry Visoski Issues: Chief Pilot Air Ghislaine, Inc. 1131 Pine Point Road Singer Island FL 33404 (917) 868-6145 12. Customer's Contact Detailsfor Darren K. Indyke Legal Notices and Invokes Vice-President (including, (a) name and title, (h) Air Ghislaine, Inc. mailing addressfor notices and The Villard House invoices, (c) department/ 457 Madison Avenue organization for notices, (d) phone New York. NY 10022 number, and (e) e-mail address): (212) 750-1176 S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page 2 of 15 EFTA00729534  -q& S-76D NEW HELICOPTER SALES AGREEMENT H. SIKORSKY'S COMMITMENTS TO THE CUSTOMER 1. Sale and Delivery — Sikorsky shall sell and deliver to the Customer, and the Customer shall purchase from Sikorsky, the Quantity of Sikorsky Model S-76D Helicopters equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter(s)"). The Helicopter(s) shall be delivered and accepted at Sikorsky's designated facility (the "Designated Facility") and title to the Helicopter(s) shall be transferred to the Customer or Customer's designee in accordance with the terms hereof. 2. Performance of Completion Services — Sikorsky shall sell and perform the Completion Services for Customer and Customer shall purchase the Completion Services on the Helicopter, which will then be equipped with the items of additional equipment specified in Exhibit A, Part 2 (the "Custom Helicopter(s)"). The Completion Services shall be performed subsequent to title transfer with Sikorsky retaining custody of the Helicopter(s) subsequent to title transfer to perform the Completion Services at a Sikorsky designated completion center (the "Designated Completion Center"). Following the arrival of the Helicopter at the Designated Completion Center, the configuration items specified in Exhibit A, Annex 1, shall be removed from the Helicopter and retained by Sikorsky. These configuration items shall be either deleted or replaced by the Customer's items of additional equipment specified in Exhibit A, Part 2 as part of the Completion Services. 3. Publications and Training - Sikorsky shall make available to Customer: (i) the technical publications described in Exhibit B, and (ii) the training described in Exhibit C. 4. Helicopter Warranty — the terms of Sikorsky's limited warranty are set forth in Exhibit D. 5. Spare Parts Provisioning and Technical Support — Sikorsky recommends that a provisioning conference should be held between the Customer and representatives of Sikorsky Aerospace Services ("SAS"), Sikorsky's aftermarket business, no later than 180 days before the Scheduled Presentation Date Helicopter, for the purpose of defining the Customer's detailed logistics planning considerations and support objectives. Sikorsky will invite the Customer to participate in the provisioning conference at Sikorsky's designated facility. At the provisioning conference, a list of parts and equipment recommended to support the Custom Helicopter(s) would be identified and discussed. Any spare parts procured by the Customer would be sold pursuant to a separate agreement between the Customer and SAS. The Customer shall be responsible for all travel and related expenses associated with Customer's personnel attending the provisioning conference. S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page 3 of 15 EFTA00729535  5-761) NEW HELICOPTER SALES AGREEMENT III. INSPECTION, ACCEPTANCE, DELIVERY AND TITLE TRANSFER 1. Presentation for Acceptance — The Helicopter(s) shall be presented for acceptance at the Designated Facility on the Scheduled Presentation Date Helicopter. During such presentation, the Customer shall be entitled to a standard acceptance test flight by Sikorsky for each Helicopter(s), which test flight shall be no longer than one (1) hour in duration. Customer's obligation to purchase the Helicopter(s) is conditioned upon and subject to Customer being satisfied that (i) the Helicopter(s) is in airworthy condition with all flight critical systems functional and in proper working order, (ii) the Helicopter has been manufactured in accordance with the specifications of this Agreement and that (iii) the Helicopter(s) has no damage, corrosion or other defects. 2. Acceptance, Delivery and Title Transfer — After presentation, Customer shall accept the Helicopter(s) by executing a Certificate of Helicopter Acceptance in the form of Exhibit E Part I. Thereafter, upon receipt of the Helicopter Final Payment in accordance with Article I. 10. b., above, Sikorsky shall deliver to Customer, or Customer's designee, a Bill of Sale and a Certificate of Airworthiness to evidence delivery and title transfer. The Helicopter(s) shall be delivered Ex Works (Incoterms 2000) from the Designated Facility. Subsequent to title transfer to Customer, Sikorsky shall retain custody of the Helicopter(s) in order to perform the Completion Services. 3. No Prospective Registration of Interest — Prior to the transfer of title as provided in this Agreement, Customer, without the prior written consent of Sikorsky, shall neither register nor consent to the ability of any person to register any interest in the Helicopter or its engines on the International Registry, including without limitation, any prospective international interest, pursuant to that body of law known as the Cape Town Treaty Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (hereinafter the "Cape Town Treaty"). Any consent by Sikorsky to registration of any interest in the Helicopter or its engines shall be subject to, among other things at Sikorsky's sole discretion, receipt by Sikorsky of all payments due under this Agreement at the time of title transfer of the Helicopter to Customer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and, upon request of Sikorsky, Customer, at its own expense, immediately shall take all required action to remove any such interest or other encumbrance on the Helicopter or its engines. 4. Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title until the Customer's acceptance of the Completion Services as evidenced by the Customer's execution of a Certificate of Completion Services Acceptance in the form of Exhibit E, Part 2. In the event that the Helicopter is damaged or its functionality is in any way compromised during the performance of, or in connection with, the Completion Services, Sikorsky shall be required to repair such damage or restore such functionality; provided, that Customer agrees that any insurance proceeds for such repair S-76D Contract No. 76DD7702 Air Ghislaine. Inc. Page 4 of 15 EFTA00729536  S-76D NEW HELICOPTER SALES AGREEMENT shall be paid directly to Sikorsky; and provided further that, if the Helicopter is damaged beyond repair, Sikorsky shall be under no obligation to furnish a substitute Helicopter or Custom Helicopter. If the Helicopter is damaged beyond repair, Sikorsky shall be relieved of all obligations to deliver such Helicopter or Custom Helicopter, except that Sikorsky or the insurer, as the case may be, shall promptly refund to Customer all amounts previously paid by Customer to Sikorsky in respect of the Helicopter or Custom Helicopter so destroyed. 5. Presentation of Completion Services for Acceptance — The Custom Helicopter(s) shall be presented for technical acceptance of the Completion Services performed at the Sikorsky Designated Completion Center on the Scheduled Presentation Date Completion Services. During such presentation, the Customer shall be entitled to a standard acceptance test flight by Sikorsky for each Custom Helicopter, which test flight shall be no longer than one (I) hour in duration. Customer's obligation to accept the Completion Services is subject to Customer being satisfied that the Completion Services have been satisfactorily completed and that the Custom Helicopter, as previously accepted by Customer, is in airworthy condition with all systems functional and in proper working order. 6. Acceptance of Completion Services — After inspection, Customer shall accept the Completion Services by executing a Certificate of Acceptance of the Completion Services in the form of Exhibit E, Part 2, and the Custom Helicopter shall then be at Customer's risk. Thereafter, upon receipt of the Completion Services Final Payment pursuant to Article I. 10.d. above, Sikorsky shall provide to Customer a FAA return to service certification and, if applicable, an Export Certificate of Airworthiness. If applicable under the terms of this Agreement, Sikorsky retains the right to utilize its own freight forwarder for the preparation and booking of any export shipment. IV. PRICE/PAYMENT SCHEDULE I. Price/Payment Schedule — The Customer shall pay to Sikorsky the payments set forth in the Payment Schedule contained in Article I hereof by wire transfer to: Sikorsky's Account No. 57-56685 Routing No. 021000021 SWIFT:CHASUS33 JP MORGAN CHASE New York, NY (or such other account that Sikorsky may designate in writing). Unless otherwise requested in writing, Sikorsky shall provide an invoice to Customer only for the Helicopter Final Payment and the Completion Services Final Payment. Customer shall be responsible for making all other payments in accordance with the Payment Schedule contained in Article I hereof without an invoice. S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page 5 of 15 EFTA00729537  S-76D NEW HELICOPTER SALES AGREEMENT V. CONFIGURATION 1. Sikorsky Specification Changes - Before the Scheduled Presentation Date Completion Services, Sikorsky reserves the right to make any substitution or amendment to Exhibit A (Helicopter Configuration) hereto that it deems necessary in order to ensure that the Helicopter and/or Custom Helicopter complies with any airworthiness requirement or any mandatory airworthiness directive or service bulletins affecting the Helicopter and/or Custom Helicopter issued by Sikorsky, any vendor or the FAA. 2. Configuration Finalization - To facilitate finalization of the configuration for the Helicopter(s), Sikorsky and Customer agree as follows: 2.1 Customer Guidance — Not later than ninety (90) days after the Effective Date of this Agreement, Customer must provide guidance to Sikorsky with respect to exterior paint colors and interior colors and materials (as applicable). Sikorsky will create exterior renderings and interior material boards based on this guidance, and will present this material at the configuration review meeting described in clause 2.2 below. 2.2 Configuration Finalization Meeting — Sikorsky and Customer will mutually agree to a date to occur not later than six (6) months after the Effective Date of this Agreement in which to conduct a configuration review meeting at the Designated Facility to review and discuss the aircraft systems and interior specifications with Customer. The intent of this meeting is to provide Customer with a thorough understanding of the aircraft systems and interior specifications. Sikorsky will also present to the Customer exterior paint schemes and interior configuration and materials that are based on colors and guidance provided to Sikorsky prior to the meeting by Customer (reference paragraph 2.1 above). All travel, living and communication expenses incurred by Customer's representatives shall be borne by Customer. Customer approval of the specifications is sought at the time of the Configuration Finalization Meeting, but not later than thirty (30) days following the meeting. The document conveying Customer approval of the specifications is the executed specification approval log, detailed in 2.3.1 below. 2.3 Customer Furnished Information — No later than six (6) months prior to the applicable Scheduled Presentation Date Helicopter, Customer will furnish Sikorsky with the following information for each Helicopter: 2.3.1 Executed specification approval log. Items requiring approval in this log include, but are not limited to: • System Specification • Audio Specification (if applicable) S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page 6 of 15 EFTA00729538  S-76D NEW HELICOPTER SALES AGREEMENT • Interior Configuration Document • Interior Material Board • Seat Upholstery Style (if applicable) • External Paint Rendering • Exterior Paint Colors • Exterior Paint Production Drawing • Any required Customer furnished camera-ready artwork for logos (if applicable) • Registration numbers and ICAO addresses for each Helicopter 2.4 Failure to Provide Configuration Information/Customer Initiated Changes - Failure to provide Sikorsky with any of the information by the respective dates described in subsections 2.1, 2.2 and 2.3 above, or any change to such information, including changes to the configuration, not caused by or proposed by Sikorsky after such respective dates (i) may result in a delivery delay and such delay shall constitute an Excusable Delay by Sikorsky under this Agreement, and (ii) may result in the imposition of one of the two configuration change fee scenarios identified in subsections 1) and 2) below. Please note: The scenarios identified below exclude the recurring price (materials and labor) that may be applicable to the equipment items changed by Customer. The recurring price for the equipment items will be included in the Custom Helicopter Unit Price. Configuration change fee and schedule impact for change(s) contracted in a single contract amendment/transaction: I) If a signed Amendment to this Agreement and Customer approvals in accordance with paragraph 2.3.1 above are finalized at least ninety (90) days prior to the Scheduled Presentation Date Helicopter: -- Acceptable changes: Any Change. -- Configuration change fee: None. -- Schedule Delay: Depending on time for new part(s) design, time for certification, and lead time for new part(s). 2) Ninety (90) days, or less than ninety (90) days, prior to the Scheduled Presentation Date Helicopter: For existing certified options or development options: a. $50,000 or 20% of value of contract change (whichever is greater); plus S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page 7 of 15 EFTA00729539  5-761) NEW HELICOPTER SALES AGREEMENT b. Any costs or termination liability incurred by Sikorsky as a result of the change; plus c. Any cost of rework (e.g. Sikorsky's labor and material costs incurred to rework items to accommodate the Customer requested changes); and d. Any schedule delay caused by lead time for obtaining parts, added design time, design certification and/or installation time for new part(s). 3) At any time during performance of Completion Services no configuration changes will be accepted. The Helicopter will be completed in accordance with the configuration identified in this Agreement and any changes will be contracted separately in a stand alone Modification Agreement. Services provided under any such Modification Agreement will be accomplished at a Sikorsky Designated Facility. 3. Customer's Changes to Configuration and Additional Equipment — In the event that the Customer desires to change the Helicopter configuration and/or obtain additional equipment for the Helicopter(s), the parties must mutually agree on a written amendment to this Agreement reflecting such changes and setting forth any changes in the price and/or delivery schedule. For this purpose, the Customer hereby appoints the Customer's Contact for Technical Issues as set forth in Article I, which person has authority to negotiate any such changes with Sikorsky and execute a legally binding Amendment reflecting such technical, price and/or delivery changes. 4. Suitability of Configuration - The Customer is responsible for having ensured that the helicopter configuration, defined herein, meets all the operational requirements of the country of destination/registration as they relate to the specific intended usage of the Custom Helicopter. If requested, Sikorsky shall make a good faith attempt to assist in the determination of this configuration. If required for import/registration requirements in the foreign country, Sikorsky shall endeavor to obtain that country's design approval of the configuration items not already approved. VL HELICOPTER RELATED PROVISIONS, INCLUDING S-76D DEVELOPMENT STATUS 1. S-76D Development — Please note that the S-76D helicopter is currently in development at Sikorsky. If at any time prior to Federal Aviation Administration (FAA) certification of the S-76D, Sikorsky is not satisfied with the development of the S-76D, or in the event that the S-76D helicopter is not certified by the FAA, Sikorsky may terminate this Agreement with the Customer upon written notice. In case of such a termination by Sikorsky, the Customer shall have the option of (a) receiving reimbursement from Sikorsky of all amounts paid to Sikorsky in respect of the Helicopter, or (b) applying the amounts paid to Sikorsky in respect of the Helicopter to the purchase of a new S-76C++ S-76D Contract No. 76DD7702 Al, Ghislainc. Inc. Page 8 of 15 EFTA00729540  S-76D NEW HELICOPTER SALES AGREEMENT helicopter from Sikorsky, if available. During the development of the S-76D helicopter, Sikorsky may deem it necessary or desirable to change the configuration of the Helicopter/Custom Helicopter referenced in this Agreement. In such case, Sikorsky agrees to consult with the Customer with regard to any such configuration change and Sikorsky will attempt to present a configuration change that does not adversely affect the capabilities of the Helicopter/Custom Helicopter. In the event that the parties mutually conclude that the configuration cannot be changed without adversely affecting the capabilities of the Helicopter/Custom Helicopter, then either party may terminate this Agreement upon written notice to the other. In case of such termination, the Customer shall have the option of (a) receiving reimbursement from Sikorsky of all amounts paid to Sikorsky in respect of the Helicopter, or (b) applying the amounts paid to Sikorsky in respect of the Helicopter to the purchase of a new S-76C++ helicopter from Sikorsky, if available. 2. S-76D FAA Certification — In addition, the obligations of Sikorsky under this Agreement are subject to the certification of the S-76D helicopter by the FAA. In the event that such FAA certification is not obtained by the Scheduled Presentation Date Baseline Helicopter, either party may terminate this Agreement upon written notice to the other. In case of such termination, the Customer shall have the option of (a) receiving reimbursement from Sikorsky of all amounts paid to Sikorsky in respect of the Helicopter, or (b) applying the amounts paid to Sikorsky in respect of the Helicopter to the purchase of a new S-76C++ helicopter from Sikorsky, if available. 3. Special Flight Tests — Flight test work required for prototyping, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Custom Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Customer. The delivery of the Helicopter or the Custom Helicopter may be delayed to the extent necessary to accomplish the flight test work objectives without any liability on the part of Sikorsky for any such delay. In the event the Helicopter or Custom Helicopter is destroyed during the period of such flight tests, such destruction arising from any cause whatsoever, Sikorsky shall be under no obligation to furnish a substitute Helicopter or Custom Helicopter but rather shall be relieved of all obligations with respect to the delivery of such Helicopter or Custom Helicopter so destroyed, except that Sikorsky or the insurer, as the case may be, shall promptly refund to Customer all amounts previously paid by Customer to Sikorsky in respect of the Helicopter or Custom Helicopter so destroyed. 4. Compliance Statement Regarding Airworthiness Directives (ADs), and Alert Service Bulletins (ASBs) - Sikorsky will deliver the Custom Helicopter with all applicable ADs and ASBs existing prior to the Scheduled Presentation Date Completion Services complied with. The delivery of the Custom Helicopter may be delayed to the extent necessary to comply with any ADs or ASBs without any liability on the part of Sikorsky for such delay. S-76D Contract No. 76DD7702 Al, Ghislaine. Inc. Page 9 of 15 EFTA00729541  S-76D NEW HELICOPTER SALES AGREEMENT 5. HelotracTM - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Customer a one-year subscription to this service. VII. INTERNATIONAL SALES PROVISIONS!if applicable! I. Export License — Customer and Sikorsky agree that this Agreement is intended to provide for the purchase and sale only of items that are not classified as US Munitions List (USML) items and can be exported under United States Department of Commerce License Exception NLR (no license required). Sikorsky represents that the Helicopter configuration provided under this Agreement at the time of delivery consists only of items that can be exported under the United States Department of Commerce License Exception NLR. Notwithstanding the foregoing, in the event that this Agreement or the performance of the parties hereunder is or becomes subject to United States export or import laws, the full performance by Sikorsky under this Agreement will be subject to the receipt of all applicable United States Government export licenses and approvals. In such event, any cause that may delay the receipt of a required United States export license or approval may result in a delay of the delivery of the Helicopter to Customer. Any delivery delay caused thereby shall be deemed an excusable delay in accordance with Article VIII.I. to this Agreement. Should any individual item on the Helicopter or Custom Helicopter later become subject to US export restrictions Sikorsky will attempt to replace the item with an exportable item and notify the Customer of such change at Sikorsky's earliest convenience. Should no exportable item be mutually agreed to between Sikorsky and Customer, both parties shall be released from any further obligations for inclusion of the subject item and any required price adjustment related to such un-exportable item shall also be made. 2. Import License — Customer shall be responsible for obtaining and complying with any and all import licenses or other authorizations and import taxes or fees which may be required by the country of destination for importing the Custom Helicopter(s). 3. FAA Registration - Customer shall be responsible for obtaining FAA aircraft registration in the United States upon transfer of title of the Helicopter in accordance with this Agreement; provided however that upon Customer's request, Sikorsky shall provide Customer with all reasonable assistance required. In the event Customer cannot comply with FAA regulations for aircraft registration in the United States upon transfer of title of the Helicopter in accordance with this Agreement, Sikorsky shall refer Customer to a third party trustee (the "Trustee") who shall take title to the Helicopter upon Acceptance of the Custom Helicopter through the Acceptance of Completion Services. All fees assessed by the Trustee in connection with its services shall be borne by Sikorsky. Sikorsky shall consent to the assignment of the Agreement to the Trustee for this purpose and Customer shall execute any necessary documentation in connection therewith. 4. Operations Within United States — If, after transfer of title, acceptance of Completion Services, and removal from the United States N-number registry, the Helicopter/Custom S-76D Contract No. 76DD7702 Air Ghislaine. Inc. Page 10 of 15 EFTA00729542  S-76D NEW HELICOPTER SALES AGREEMENT Helicopter is to be flown within the jurisdiction of the United States for any reason, Customer, shall, prior to such operation, obtain and carry currently effective certificates of registration and airworthiness issued or rendered valid by the country of registry and shall display the nationality and registration markings of that country, as required by Title 14 Part 375 of the U.S. Code of Federal Regulations. The Customer shall comply with all other United States federal, state, and local laws and regulations that may be applicable to the operation of the Helicopter/Custom Helicopter in the United States. 5. Special Airworthiness Requirements — The Customer is responsible for ensuring that the Helicopter/Custom Helicopter configuration meets all the operational requirements of the country of destination/registration/operation for the Customer's intended usage. In the event Customer wishes to have changes made to the Helicopter/Custom Helicopter(s) to meet specific airworthiness requirements of the country of destination, Customer shall supply to Sikorsky, in the English language, copies of the applicable standards and a complete description of the changes desired. Sikorsky will review all requested changes and promptly submit a quotation to Customer of the effect on prices and delivery of incorporating such changes. In accordance with paragraph 2.3.1 of Article V (Configuration) hereof, failure to provide Sikorsky with any of the foregoing information by the respective dates described above, or any change to such information, including changes to the configuration, not caused by or proposed by Sikorsky after such respective dates (i) may result in a delivery delay and such delay shall constitute an Excusable Delay by Sikorsky under this Agreement, and (ii) may result in the imposition of a configuration change fee as described in paragraph 2.4 of Article V (Configuration) hereof. Although Sikorsky may provide Customer with assistance in evaluating the specific airworthiness requirements of the country of destination and suggest changes to meet such requirements, Sikorsky assumes no responsibility for the acceptability of such changes to government authorities and assumes no obligation to meet the airworthiness requirements of any country. 6. Compliance with Laws — The terms, conditions and performance by the parties under this Agreement will comply with all laws, rules, regulations and controls; including but not limited to the following: a. If the time for transfer of title to the Helicopter shall occur prior to receipt of all U.S. Government export approvals required for delivery of the Helicopter or Custom Helicopter, Sikorsky shall transfer tide to the Helicopter or Custom Helicopter only to a U.S. entity, and if to a U.S. financing institution, only to such U.S. financing institution that is a "broker" within the meaning of the ITAR (22 CFR Part 129); and b. Prior to receipt of all U.S. Government export approvals required for delivery of the Helicopter or Custom Helicopter, no "foreign person", as that term is defined within the ITAR (22 CFR Part 120), shall have any access to the Helicopter, Custom Helicopter or any related technical data or assistance. S-76D Contract No. 76DD7702 Air Ghislaine. Inc. l'..?!c II of EFTA00729543  5-761) NEW HELICOPTER SALES AGREEMENT VIII. TERMS AND CONDITIONS 1. Excusable Delays — Customer acknowledges that the goods called for hereunder are to be manufactured for Customer to fulfill this Agreement and that the delivery dates are based on the assumption that there will be no delay due to causes beyond Sikorsky's reasonable control. Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God, terrorism or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, riots, labor disputes, unusually severe weather, or any other cause beyond the reasonable control of Sikorsky. To the extent that such causes actually delay deliveries on the part of Sikorsky, the time for Sikorsky's performance shall be extended for as many days beyond the delivery date as are required to remove such causes. This provision shall not, however, relieve Sikorsky from using reasonable efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed. 1.1 Unqualified Equipment — [IF APPLICABLE] Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays in approval of equipment by the appropriate regulatory authority. The following Customer- specific equipment has not yet been approved for installation on the Helicopter/Custom Helicopter by the appropriate regulatory authority: Nomenclature System Supplier Option code 11112 Thales TopDeck Upgrade Thales for WAAS/LPV* Option code 90001 XM Weather with XM Satellite Radio Inc. Integrated Functionality on males TopDeck Displays* (*These items need to be finally confirmed as to Sikorsky's capability to include in the Helicopter configuration within the delivery schedule quoted herein.) In order to support the Scheduled Presentation Date Completion Services, the equipment supplier must provide substantiating data and/or analysis to Sikorsky in a timely manner to accomplish the qualification approval. If the supplier is not capable or willing to provide this substantiation in a timely manner to support delivery of the Helicopter/Custom Helicopter, the Helicopter/Custom Helicopter will be delivered with space and power provisions, as applicable, with the equipment furnished on delivery as loose equipment. The Customer will be offered the alternative of having Sikorsky perform necessary tests, without guaranty of results, for an additional price. S-76D Contract No. 76DD7702 Air Ghislainc. Inc. 12 of 15 EFTA00729544  ash S-76D NEW HELICOPTER SALES AGREEMENT 2. Inability Or Refusal To Pay — If the Customer is unable or refuses to make payment to Sikorsky in accordance with any of its obligations to Sikorsky, or if the Customer's acts or omissions preclude Sikorsky's performance under this Agreement, then Sikorsky may, at its option, terminate this Agreement by giving to the Customer written notice of its intention to terminate. Upon such termination, Sikorsky shall be relieved of any further obligations to the Customer and (i) the Customer shall reimburse Sikorsky for its termination costs and expenses and a reasonable allowance for profit and (ii) to the extent that the Customer holds title to the Helicopter/Custom Helicopter for which Customer is unable or refuses to make payment to Sikorsky, or in respect of which Customer's acts or omissions preclude Sikorsky's performance, immediately upon Sikorsky's request, and at Customer's expense, the Customer shall execute such documents as are necessary to transfer title to such Helicopter/Custom Helicopter to Sikorsky free and clear of any and all encumbrances. All sums paid to Sikorsky under this Agreement, from whatever sources, will be considered the liquidated value of sub-paragraph (i) above and may be retained by Sikorsky in fulfillment of the defined costs, expenses, and allowances. 3. Taxes — In addition to the Total Contract Price, the Customer shall be responsible for payment of any and all taxes (including any sales and use tax, but not including Sikorsky's income taxes), which may be imposed by any taxing authority arising from the sale, delivery or use of the Helicopter/Custom Helicopter. 4. Limitation Of Liability — With respect to any Helicopter/Custom Helicopter, part or service purchased under this Agreement and alleged to be the direct or indirect cause of any loss or damage to the Customer, the sum equal to the invoiced price of such Helicopter/Custom Helicopter, part or service shall be the ceiling limit on Sikorsky's or any of its affi