EFTA02727497

OCT-13-2008 MON 09:20 AM AIRCRAFT SERVICES Oct-08-2000 12:05p, Fran￾FAX NO, 212 -3TI -1042 T-710 P.002/008 F-1500 P. 02 AMENDMENT No, 1 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity (-Sikorsky") named below and the Buyer named below in respect of the 5-76 New Helicopter Sales Agreement (the "Agreement") eeectrted by the parties on or about December I7, 2007. I. Defiant's /Information for this Amendment 1110,er. Air Ghislaine, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corimration Sikorsky Contract No: 76TD6167A. Amendment No.: 2. Preamble to tka Amenobtrent — The parties desire to amend the Agreement for the following purposes: i. To change the Scheduled Presentation Date for the Baseline Helicopterr and the Completion Services; and To change the Scheduled Presentation Date Completion Services and Delivery Date Completion Services. 3. Amendment - Sikorsky and Buyer, in consideriMon of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree 4S follows: A. Amend Article I of the Agreement as follows: La abgidgfi at lle ter Delete: December 2008, or earlier as may be practical at Sikorsky's option Add; June 2009, or earlier as may be practical at Sikorsky's option i.e. fifliaglitgfige,Aiie l riees " Delete: July 2009, or earlier as may be practical at Sikorsky's option Add: November 2009, or earlier as may be practice at Sikorsky's option 1.D. Vigifikd Delivery Date Conag,flOnlervicel Delete: July 2009, or earlier as may be practical at Sprorsky' s option Add: November 2009, or earlier as may be practical at Sikorsky's option CWA PNG)? PROPOSAL NO. AUTHENTICATOR PROGRAM IS -1 (0 77(51,D&Itol-er￾E i" 1 of'2, SUMUMMMECMEORDERMMUPW.7,8,9,1,15,1,117 EFTA02727497 OCT-13-2008 MON 09:20 AM AIRCRAFT SERVICES act-as-zoos 1::Oips From- -4t 14: FAX NO. P. 03 ZII-$T1.1042 T-T80 P.0113/003 F-600 AMENDMENT No. 11O S-76 NEW HELICOPTER SALES AGREEMENT 4. Regiftmuttion: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Gitislairm hie. By: Name: -.' r-c.d. "114i te.f._ TM*: Date: al- %v g-oP%__ Sikorsky Aircraft Corporation ----' • -- ._Lic-(_.c- c l_____.___ Name: Title! ___\CaLIL_,L12a2,1)I' Acceptant. Date: 01). 14 ,2pot3 54eFR0CRAMOOMEICWWV Pase2c12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02727498 AMENDMENT No. 2 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement") executed by the parties on or about December 17, 2007. 1. Definitions /Information for this Amendment Buyer: Air Ghislaine, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: 76TD6167A Amendment No.: 2 2. Preamble to the Amendment — The parties desire to amend the Agreement for the following purposes: i. To change the Scheduled Presentation Date for the Baseline Helicopter and the Completion Services; and ii. To change the Scheduled Presentation Date Completion Services and Delivery Date Completion Services. 3. Amendment - Sikorsky and Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: A. Amend Article I of the Agreement as follows: 1.B Scheduled Presentation Date Baseline Helicopter Delete: June 2009, or earlier as may be practical at Sikorsky's option Add: December 2008, or earlier as may be practical at Sikorsky's option 1.C. Scheduled Presentation Date Completion Services Delete: November 2009, or earlier as may be practical at Sikorsky's option Add: September 2009, or earlier as may be practical at Sikorsky's option 1.D. Scheduled Delivery Date Completion Services Delete: November 2009, or earlier as may be practical at Sikorsky's option Add: September 2009, or earlier as may be practical at Sikorsky's option PROPOSAL. NO. AUThENTICAT0R CWA PROGRAM I S1 (4, Lo-r1) LA lim￾e. Si-0 p4A I S-76 PROGRAM OFFICE 10/31108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Page 1 of 2 EFTA02727499 -c& AMENDMENT No. 2 TO S-76 NEW HELICOPTER SALES AGREEMENT 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Ghislaine, Inc. Sikorsky Aircraft Corporation By: la/uu2, NQOA Name: 1,Trevi K By: Name: Vick Conan" Title: / /i. r e eves cfe Title: 1()\0,1,- Date: 3 t 0 Acceptance Date: Niprerithir (3, 200 8 I S-76 PROGRAM OFFICE 10/3 1108 CRo Page 2 of 2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7,8,9, 10, 15, and 17 EFTA02727500 OEBE252i0SIKORSKY OEBE252009KORSKY JUL-31-2009(FR') l0:3I 05:0026 p.m. 07-31-2009 1iS P 002/006 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT. dated as of the Acceptance Date stated below, is made by and haw= the Sikorsky Contracting Entity ("Sikorsky" named below and the Buyer named blow in respect of the 5-76 New Helicopter Sales Agreement (the -Agreements) executed by the parties on or about December 17, 2007, as amended. I. Definitions/ Information for this Amendment Buyer. Air Ghistaiw• Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contram No: 76TD6167A Amendment No.: 3 2. Preamble to Me Amendment N The panics desire to amend the Agreement for the following proposes: i. To revise the configuration of the Deluxe Executive Helicopter; and ii. M a result of the following changes, to revise the price and scheduled payments under this Agrament; and iii. To change the Scheduled Presentation Date Completion Services and the Scheduled Delivery Date Completion Services; and iv. To amend Article V, Standard Tams and Conditions to add Parson* 8, Gee Delivery. 3. Amendment - Sikorsky and Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: i. Paragraphs C, D, F, G, H and 1.5 of Article 1 are hereby deleted and replaced with the following: C Scheduled Presentation Dote Completion Service D. Scheduled Delivery Dme Completion Servkes December 7, 2009 December 7, 2009 F. Completion Services Unit Ake: US$ 3,100,000 576 PROQUAI OFFICE Paso 1 *KS SDNY_GlItMD2300095 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261734 EFTA02727501 O(8 E 252 @ SIKORSKY JUL-3I-2009(FRI3 10:37 G. Deluxe Executive Helicopter Unit Price: H. Total Contract Price: L Payments: I. Advance Payment 2. Baseline Helicopter Final Payment 3. Completion Sendai Interim Payment S. Completion Services Final Payment OEB E 252 @ SIKORSKY 0S:04:39 p.m. 07-31-2009 2/S P. 003/006 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT USS USS 11,700,000 11,700,000 USS 2,330,000 USS 6,880,000 US$ 1,220,000 US$ 1,270,000 ii. Paragraph 1.d of Article M is hereby deleted and replaced with the following: d. Completion Services Final Payment N in the amount of One Million Two Hundred Seventy Thousand USD (USS1,270,000) per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to raakc itself available is attributable to causes that would be an Excusable Delay as defined in ArtieleVI.I, then, without impairing any of SficorskYs rights under Article VI.2, Buyer shall be affordal such time as may be reasonably required to remove such causes. iii. Modify Exhibit A Part 2 as follows: S-M PROGIUM 0 F tICE Page 2 af$ SDNY_GILM323001096 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261735 EFTA02727502 0(0 E 25 2 @SIKORSKY OEB E 252(6/SIKORSKY 05:04:50Pal JUL-31-2009(FR1) 10:37 Add: 07-31-2009 3/5 P. 001/006 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT MO fa Wad U/15-1P• 09,14/40 ne)•0911,/ Star lasses MI_ 1001111 _:ErAugromd Cow Pa taw MKS :AilleolikeLEDUOILRn.TOP 0 :0**9.0": 41LEP 1401•R!d• 8,?!." . .... *WO IUD Paillmpia_ __ _ . l--- i -04014402:. maxi mei ea; 14-4-04414 elin MeV * 004 to WO Me 0 Me cal nee Inas lo 04 OMNI 01 — _80222... eueosi &Mew seas. Raw ve roses Deg tease b on asst tn. •010.mt • VS RM9 lea ftbrab pao awe DOI meats O. 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UnInailtddlee& 6;1S al Owe& Omnet&Tm Cva& (sIninik ktasialdrielriltaa Inns Inn Rm. ods annod Cs Mama PideSAms KOS gulcou Ponmi0S.20.1WOt SS The is Fos nit vain pcnnos a4r OilutP*Direpaitioallmil .95000- __?40. 6:0014,4 S-74 PROOK 4 Al 01410: SDNY_Gittitarlei0015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261736 EFTA02727503 E 25 2 °SIKORSKY OEB E 25 2 @SIKORSKY JUL-31-2009(FR1) 10:30 Delete: 05:05:12 p.m. 07-31-2009 4 /5 P. 005/006 AMENDMENT No. 3 TO ' S-76 NEW HELICOPTER SALES AGREEMENT Cale Deeerp5ao 30001 Cabal ICS 700/1 a 'Sate Cernnuticekes Stieun.4410ell 1m10 a r' at-woven ftteraitroure Botch veninlIelhe CoNdlei MO :Wean Neese 43013 tAl/ Onettlen:11 /4 Place Mgf _ pate, Coat necks, Two IMO weAts P)ecn Access Panels CON 76407 ;031)55 ?Inn UlAcceolay Cahn • MIN 76205 Oen Mt-CiISWfl, Ned ... Ban .115001 Nctit -INNS Os iFtscoptomyolo:Licomen1FatInp lisps., __Lbw urns. 15071 Irtecelpre Ppon. :06073 iPutse Rec groan ion 10004_ .:eiciacate Noting Elm cemee cable NMI* to Mom Seer paeryper totem iota aitticroTheiMe, jade for we ;able cam CS IrTIM cabln@Mom locadonet AX471) rSaNcen Systeme:. be MSSnothciat the conat Korean cipabON(ref . code 32029 pule atepckn car rot pod Wp• *eke. Ereetudnewit Pith lo be Mare hat clan_ Bon bias. No titer earemb, veleni 10707 Narrate vle Pod Wee I0312 —reolittii Yaps to Bs Selaced Nth Coarse 11en1k4 • • IRS keg be set, )4 presence, Wif4de el* loal ten same* We hind peeeenier. Armrest whit be Vatted stn i 10013 ..:111e Omani iength en remile bWll /neer fe lot POGICel P oe Peke Oldiesen 00021 laMN) and holden lea 11001S lheepeldn Orm pallet bp cab Ow. 90016 Needed Memoirs iCuelemer Galen tuner Matelots • .Cuosner Firripheo matenen IPS*. Carpet. Sheen*, Panel Corompo 10017 ',Curium Uffictseny Wyk -00317 -- riliknaliCiellikliCede 67003 due to Cmoomet Firrished Wet MOMS led Finle Ilartace It Me ear CS intent Comedic° to be het kid Penn limn* el Ole 00013 SW Who beach seat '%021 No m select the eel phone connection* any occare an the NM Sim bench see* Nlpaelkne.11e4m Weiti iv. The following is added as Paragraph 8 of Article V, Standard Terms and Conditions: 8. Late Delivery — in the event Buyer does not accept the Completion Services by December 15, 2009 due to Buyer not being satisfied that the Completion Services presented on the Completion Services Presentation Date have been satisfactory completed and the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred, pursuant to Paragraph 5 of Article B, Presentation of Completion Services for Acceptance of this Agreement, Sikorsky shall establish for Buyer a spares credit in the amount of 550,000. as liquidated damage for such delay. The spares credit shall be established at a Sikorsky's wholly owned subsidiary Helicopter Support, Inc. and must be used within three (3) years of the Scheduled Presentation Date Completion Services. In the event that any amount of the spares credit has not been used S.10 vxOGIGM OFFICE Par Iota SDPN_GLIV13230110911 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261737 EFTA02727504 019125249SIK0RSICY JUL-31-2009(FRI) 10:38 0EBE75219SIK0RSK9 05:05.5447m. 07-31-2009 55 P. 006/006 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT or otherwise conmuncd by Buyer within such time, the spares credit shall expire and Sikorsky shall have no Anther obligation to Buyer hereunder. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Ghislalae, Inc. BY: Name: riggsg - Corr" Date: Acceptance Date: 7 31/fl Sikorsky Aircraft orporation BY: , Name: tile in Re( t_eln(A\io is SidritOGR4MCIFFIC£ ngesas SDNY_GitMD2300088 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261738 EFTA02727505 OE8 E 252 @ SIKORSKY OEB E 25 2 @SIKORSKY 02:53:33 p.m. 03-10-2010 /5 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT TIIIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky') named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement') executed by the parties on or about December 17, 2007, as amended. I. Definitions /Information for this Amendment Buyer. Shmitka Air, Inc. (formerly known as Air Ghislaine, Inc.) Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: 761D6167A Amendment Na: 4 2. Preamble to the Amendment — The parties desire to amend the Agreement for the following purposes: i. To acknowledge that Air Ghislaine, Inc. has changed its name to Shmitka Air, Inc., that other than the change in name, the Buyer's legal identity, existence and status has not changed, and that, except as modified by this Amendment, the respective rights and obligations of the parties under the Agreement continue in full force and effect after the name change to the same extent that they existed immediately prior to the name change; ii. To change the Scheduled Presentation Date Completion Services and the Scheduled Delivery Date Completion Services; iii. To provide the Buyer with a credit of $175,000 toward the purchase of goods and services from Sikorsky's subsidiary, Associated Aircraft Group, Inc. ("AAG"); iv. To revise the configuration of the Deluxe Executive Helicopter; v. To amend Article VI, Standard Terms and Conditions, to revise paragraph 8, late Delivery. vi. To delete Sikorsky's obligation to provide twenty (20) hours of charter time from AAG as originally set forth in the Agreement; and vii. To reduce die Completion Services Unit Price, Deluxe Executive Helicopter Unit Price, Total Contract Price and Completion Services Final Payment by USS20,000. 3. Amendment - Sikorsky and Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: i. Sikorsky acknowledges that pursuant to a separate letter agreement dated on or around the date of this Amendment 4 to the Agreement, it recognized that Air Ghislaine, Inc. changed 5.76 PR0GRAMOFFICE OYOWl0 OVA Pam 1 ors SDNYGadv172300014) SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261739 EFTA02727506 OE8 E 25 2 SIKORSKY Ofa E 2S 2 @ SIKORSKY 02:S6:02 p.m. 03-10-2010 215 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT its name to Shmitka Air, Inc. and that, except for the change in its name, the Buyer's legal identity, existence and status has not changed as a result of the name change. Accordingly, Sikorsky acknowledges and agrees that, except as modified hereby, the respective rights and obligations of Sikorsky and Buyer or Customer (now known as Shinnlca Air, Inc.) continue in full force and effect after the name change to the same extent they existed immediately prior to the name change. ii. Paragraphs C and D of Article I of the Agreement are hereby deleted and replaced with the following: C Scheduled Presentation Date Completion Services March 2010 D. Scheduled Delivery Date Completion Services March 2010 iii. In consideration of the Buyer's acceptance of the revised Scheduled Presentation Date Completion Services and Scheduled Delivery Date Completion Services, Sikorsky agrees to provide Buyer with a credit of US$ 175,000 (the "Credits) toward the purchase of goods and services offered by Sikorsky's subsidiary, AAG, in the ordinary course of AAG's business. The Credit may be applied to such goods and services offered by AAG, which without include, limitation: (a) charter services for charters of S-76 aircraft out of any location at which AAG offers charter services at AAG's published charter rate, less a discount of ten percent (10%); (b) labor charges at AAG's standard rates for the performance of scheduled and unscheduled maintenance; (c) the provision of spare parts at AAG's standard published prices; and (d) any other services or products offered by AAG from time to time (at the standard may rates and prices therefore). If so requested by the Buyer, all or some of the Credit be applied toward the Buyer's purchase of pilot training services from £light Safety, Inc. (at the standard rates and tams therefore). The Credit shall be valid for forty-eight (48) months from the date on which Buyer accepts the Completion Services performed on the Helicopter. iv. In consideration of the Buyer's acceptance of the revised Scheduled Presentation Date Completion Services and Scheduled Delivery Date Completion Services, Sikorsky agrees to revise the configuration of the Deluxe Executive Helicopter as provided herein at no additional charge. Accordingly, Exhibit A Part 2 of this Agreement is modified as follows: S76PROGRANOFF/CEOWS9001.0' Par 2 of S sDNY_GLIADZOCI000 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261740 EFTA02727507 OEB E 151 O SIKORSKY Add: OEB E 25 2 @SIKORSKY 07:54:39 p.m. 03-10-1010 3 AMENDMENT No. 4 TO 5-76 NEW HELICOPTER SALES AGREEMENT • 63010 '.1"4--- - ' .., • ' - 47,7 Aft Facing Beach, Three/Four Passenger w/ 3 Under-Seat Swage Drawers 90052 Custom Poniard-Facing Beach Seat, Three to Four Place with Single Center Custom Fold￾Down Aim Rest with Custom Stooge Compartments 90053 Custom Upholstery Modification to Forward and Aft Seat Benches, as well as Additional Outboard Cushion Styling 90054 Move pilot seat aft shightly 1.5 Inches 90031 Connection of audio from the #2 VHF radio (COM I) to the cabin ICS circuit, with on/off switch in cockpit 90039 Cabin Entertainment System with: —4 Audio sources: &cid deck, auxiliary stereo audio input, XM Radio from Carotin. GDL-69A (with remote control), and Alt audio from VIE 82, Audio source selection switch panel and call pilot switch peel, -Audio plays over headsets only, not speakers, Keystone to revise locations of Bose cabin headset books as per discussion with customer in FL and layouts provided Oct 29, 09 90057 Registration number changes from N908GM to N7220, Number will be painted in Sherwin Williams Jet Gio, Nebula 08452, lettering will be in -plain round'. 90055 Three neck cushions for rear bench seat 90056 Fabricate cockpit maintenance floor runners to match color of leather on cockpit door storage compartments 000510 Please be advised that option code numbers 90055 and -9466 will be installed on the Buyer's Helicopter at Sikorsky's facility located in Coatesville, Pennsylvania (or at AAG's facility located in Wappingers Falls, NY) on a date and time that is mutually agreed between Sikorsky and Buyer. Buyer also has the option to have Sikorsky replace the fabric behind the Helicopter's rear beach with a minor (or minor-like material). If so requested, this replacement and installation will take place at Buyer's next annual inspection for the Helicopter, and will take place at Sikorsky's facility located in Coatesville, Pennsylvania (or at AAG's facility located in Wappingers Falls, NY) on a date and time that is mutually agreed between Sikorsky and Buyer. I S-76 PROcH4ji OMCEMM0141840 hee 3 of 5 5 ON T_G tdVIDDOQ9102 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261741 EFTA02727508 0E8 E 25 2 @ SIKORSKY Delete: OEB E 252 @ SIKORSKY 02:55:27 p.m. 03-10-2010 4 /5 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT 90008 90049 50037 90339 Custom Aft-Fachg Beach Seat, Thee to Four Phce, with Shortened Single Centex Fold￾Down Padded Atm Rest Custom Forward-Facing Bench Seat Bate to Far Place with shortened Sire: Center Fob. Down Padded Arm Rest Connection of audio from the 81 VHF radio (COM 1) to the cabin ICS drcuit, with on/off switch in code • t bin Entertalnrnent System with: - 3 Audio sources: IPod dock, auxiliary stereo audio Input, and XM Radio front Ganaln GIX- 69A (with remote control) - Switch panels (qty 0) with Source Select and Call button -Audio s over headsets oni , not s • akers v. Paragraph 8 (Late Delivery) of Article VI (Standard Terms and Conditions) of the Agreement, is hereby deleted in its entirety and replaced with the following: 8. Late Delivery — Sikorslcy's providing the Buyer with (a) a USS175,000 credit with AAG and other benefits described in Section 3i11 of Amendment No. 4 to this Agreement, (b) the revised configuration at no additional charge to the Buyer, and (c) a US$20,000 reduction in the Completion Services Final Payment as described in Sections 3vii and 3viiii of Amendment No. 4 to this Agreement, shall be the exclusive remedies to the Buyer for the delivery delay under the Agreement. vi. Paragraph 7 (Charter Time) of Article U (Description of Sale) is hereby deleted in its entirety vii. Paragraph F. (Completion Services Unit Price), Paragraph G. (Deluxe Executive Helicopter Unit Price), Paragraph H. (Total Contract Price) and Paragraph 1.5. (Completion Services Final Payment) of Article I (Definitions/Information for this Agreement) are hereby deleted and replaced with the following: F. Completion Services Unit Price: US$3,080,000 G. Deluxe Executive Helicopter Unit Price: US$ 11,680,000 H. Total Contract Price: USS11,680,000 I. Payments: S. Completion Services Final Payment: USS1,250,000 I 5-76 PROGRAM Of P7CE eaki00306760 rgee 615 SDNY_GIWOZipentl3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261742 EFTA02727509 OE B E 25 2 @SIKORSKY OE B E 25 2 @ SIKORSK Y 02'56:07 p.m. 03-10-2010 5/5 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT viii. Paragraph 1.d (Completion Services Final Payment) of Article Hi (Prices/Payment Schedule) is hereby deleted and replaced with the following: d. Completion Services Final Payment — in the amount of One Million Two Hundred Fifty Thousand USD (USSI,250,000) per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Completion Services Final Payment shall be due within ten (10) days following receipt by Buyer of written _notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in Article VII, then, without impairing any of Sikorsky's rights under Article VI.2. Duvet shall be afforded such time as may be reasonably required to remove such causes. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amenchnent has been executed by each patty's authorized representative. Shrnitica Air, Inc. By: :1Nki ati< 14C24. - Name: rivreiN K 'Lack Title V e_ Prestatj Date: VAOY q, a.oID Sikorsky Aircraft Corporation BY: N ten Name: \Art( Conan T rAC1-O-4:Wr t CE 0 Acceptance Date: ‘ofu,n, q,2OIQ I .C-76 PItOGIUMOIFICSOASEIPMAVIO hioas smy_Gittymman SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261743 EFTA02727510 Perrault, Ted SIK From: Shurkus, Christopher R SIK Sent: Tuesday, March 30, 2010 4:47 PM To: Perrault, Ted SIK Subject: FW: NC 750 Importance: High You can CWA From: Darren Inclyke [maillto:diciesq@aol.com] Sent: Tuesday, March 30, 2010 4:38 PM To: Shurkus, Christopher R SIK Subject: Re: A/C 750 Importance: High Thought that I already confirmed. Sorry. I confirm that I accept the correction of the inadvertent typo relating to the option code, and approve the change of that typo from 9056 to 90056. thanks. Darren On Mar 30, 2010, at 3:37 PM, Shurkus, Christopher R SIK wrote: Hi Darren, Could you please respond back to the email I sent you last week regarding the e-mail that you accept SAC's manual change to page 3 of the Amendment (striking the reference to option code 9056, and replacing it with 90056). Thanks, Chris Shurkus S-76 Program Manager 6900 Main Street Mail Stop S358A Stratford, CT 06615 ibe infixeranan an this Powwow a prmleged and ounfidesond an el MAIM 0 it< read end wed drily by die atteshied recipient them hint received sins Iranssumsene arty. please by an nun:ended not J, on onnethately by telephone or ...mod and delete the anginal message and all anoclunente Any renew. eat dessennecoon atrribseton or reymng of thee MITIMItlial ;Toper is strictly prohibited and Only be a violation of kre miners io pewit), SDNY_GILM)2838O.65 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261744 EFTA02727511 —se) AMENDMENT No. 5 TO S-76 C++ NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity named below ("Sikorsky") and the Buyer named below in respect of the 5- 76C++ New Helicopter Sales Agreement No. 76TD6167A between the parties, as amended (the -Agreement"). I . Definitions /Information for this Amendment Buyer: Freedom Air International, Inc. (01c/a Shmitka Air, Inc.) Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Contract No: 76TD6167A Amendment No.: 5 2. Preamble to the Amendment N The parties desire to amend the Agreement for the following purposes: A. To acknowledge that Shmitka Air, Inc. has changed its name to Freedom Air International, Inc.; that other than the change in name, the Buyer's legal identity, existence and status has not changed; and that, except as modified by this Amendment, the respective rights and obligations of the parties under the Agreement continue in full force and effect after the name change to the same extent that they existed immediately prior to the name change. 3. Amendment - Sikorsky and Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: A. Sikorsky hereby recognizes that effective July 6, 2010, Shmitka Air, Inc. changed its name to Freedom Air International, Inc. and that, except for the change in its name, the Buyer's legal identity, existence and status have not changed as a result of the name change. Accordingly, Sikorsky acknowledges and agrees that, except as modified hereby, the respective rights and obligations of Sikorsky and Buyer (now known as Freedom Air International, Inc.) continue in full force and effect after the name change to the same extent they existed immediately prior to the name change. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. [signature page follows] S-76 PROGRAM OFFICE 0730/10 CVIA DATE 10IO PROGRAM Me PROPOSAL NO. AUTHENTICATOR .49 SoNv_GlidvtatOftt108 1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261745 EFTA02727512 AMENDMENT No. 5 TO S-76 C++ NEW HELICOPTER SALES AGREEMENT IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Freedom Air International, Inc. Sikorsky International Operations, Inc. By: \ Nct_l _A4.,, K. Qa By: n • 2 a 07Z- -, cy (6 . 2 ----12 , Name: ‘1 CI r-vev. - K.M4 4lie Name: A /,/ /I: 177. g- VA 75 i - Title: Vi c c rerec,4,.._4- Title: /1 67414 1 /14/1)/(C at Date: 3 -01/ 30 / Do I b Acceptance Date: 7 *11) c, $76 PROGRIM OFFICE 07/30/10 SDNY_GLIVIDZICRILOIS 2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261746 EFTA02727513 • • AMENDMENT 2 TO S-76C+4- NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreemepl) between the parties. I. Definitions /Infonnadon for this Amendment Buyer Air Ghislane, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: S76TD6167 Amendment No.: 2 2. Preamble to the Amendment— The parties desire to amend the Agreement for the following purposes: i. To modify the configuration of the Helicopter as set forth in this Amendment. 3. Amendment — Amend Attachment A Part 2 of the Agreement as follows: Add Discription 90022 Move pilot seat aft slightly. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Ghislane, Inc. By: By: Name:\ baseVer^ 4.e1-4 Title: \I I ce Date: 9 - ac, 96/1001 Annetrwat 2 Sikorsky Aircraft Corporation: Name: terViiitea a -Z4 - API i f 4,-- Acceptance Date: Zys_72_ CWA DAM blAPAGI PROGRAM I 1 74 , PROPOSAL NO. Ma AUTMCNOCATOR T at? SDNY_GIIMIZIOPIC168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1747 EFTA02727514 AMENDMENT 2 TO S-76C++ NEW HELICOPTER SALES AGREEMENT the THIS Sikorsky AMENDMENT, Contracting dated Entity as of the Acceptance Date stated below, is made by and between respect of the S-76 New Helicopter ("Sikorsky") named below and the Buyer named below in Sales Agreement (the "Astrwnent") between the parties. I . Definitions /Information for this Amendment Buyer. Air Ghislane, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: S 761-D6167 Amendment No.: 2 2. Preamble tr the /intendment — The parties desire to amend the Agreement following purposes: for the i. Amendment. To modify the configuration of the Helicopter as set forth in this 3. Amendment - Amend Attachment A Pan 2 of the Agreement as follows: Add Code DitoWOliOn, 90022 (Move pilot seat aft slightly. the 4. same, Reaffirmation: and the Agreement, Except as modified above, all of the provisions of the Agreement remain as modified hereby, is reaffirmed. IN WITNESS WHEREOF, authorized this Amendment has been executed by each party's representative. Air Ghislane, Inc. By. s&1 • Name: \hateviiin. Title: \I e“c, f Date: 9 - aCo Sikorsky Aircraft Corporation: By: 1 ,4 1 /7/ 5444 Name: Title: 52( Acceptance Date: 9,5,2007 Amnions 2 SDNY_GIAVOIXP11.68 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261748 EFTA02727515 4 AMENDMENT 2 TO S-76C4-+ NEW HELICOPTER SALES AGREEMENT 94V2007 Amendment 2 SDNY_GIN01O60B9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261749 EFTA02727516 • AMENDMENT I TO S-76C++ NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky")named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement") between the parties. I . Definitions / Information for this Amendment Buyer: Air Ghislane, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: S76TD6167 Amendment Na: 2. Preamble to the Amendment — The panics desire to amend the Agreement for the following purposes: i. To modify the configuration of the Deluxe Executive Helicopter as set forth in this Amendment:, and ii. To increase the price of. and adjust the Completion Services Interim Payment and Completion Services Final Payment applicable to, the Deluxe Executive Helicopter as a result of the configuration modifications. 3. Amendment - Amend the Agreement as follows: A. The below-identified provisions of Article I (DEFINITIONS/INFORMATION FOR THIS AGREEMENT) to the Agreement are amended as follows: Completion Services Unit Price Delete: USS 2,300,000 Substitute: USS 2,30,650 Deluxe Executive Helicopter Unit Price Delete: USE 10,300,000 Substitute: USS 10,365,650 Total Contract Price Delete: USS 10,300,000 Substitute: USS 10,365,650 Payments Completion Services Interim Payment Delete: USS 920,000 1/241/1007 AINCSIPWRI ewA DATE 1390101 PROGRAM I Sit. PROPOSAL NO. VH.IIT vs-, AUTHENTICATOR tbaLLo. SDNY_GlItM32301302.tD SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261750 EFTA02727517 AMENDMENT I TO S-76C++ NEW HELICOPTER SALES AGREEMENT Substitute: USS 952,825 Completion Services Final Payment Delete: US$ 920,000 Substitute: USS 952,825 B. Subsections (c) and (d) to Section I (Price/Payment Schedule) to Article III. (PRICE PAYMENT SCHEDULE) to the to the Agreement are hereby deleted in their entirely and the following new subsections (c) and (d) are substituted in lieu thereof: Completion Services Interim Payment — In the amount of Nine Hundred Fifty Two Thousand Eight Hundred Twenty Five USD ($952,825) is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment - In the amount of Nine Hundred Fifty Two Thousand Eight Hundred Twenty Five USD ($952,825) is due on the date of Buyer's acceptance of the Completion Services. If Buyer 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 Buyer of written notification that the Completion Services of the Deluxe Executive Helicopter are ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in Article VI.I, then, without impairing any of Sikorsky's rights under Article VI.2, buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach." C. Amend Exhibit A to the Agreement as follows: Add sew orseam. nction 3€eO faqir 906ir￾lived 90013 NUS￾NMI 90017 90019 rane—CrvoiGgilcaooktatt Cor e fl rag rin-Srnas BOarig iteTy1976WA les with coarse non-said lacing ben& seat 3-0 passenger, Wrirr is single fold down armrest for right hand passenger. Armrest shall shortened from the standard length and provide storage inside under Ild for IPOD/Cell phone picks (reference 900216 90009) and holden for Customer furnished 19OD/Cell phone. Sheep skin throw carpet for cabin floor Headset hangers located at can; rcuel above all a cabin seats—arinsarwardraft bulkheads euvairm Cabin Interior-Materna Customer Furnished Materials (Leather, Carpet. Sheetentin. Pend Covering) custom Upholstery Work : .. . Do not mina the 63000 magazine storage iii&ver cabin doors ustim uplWeerylcushron latricamon moulting customer approval ova pre-produc—an prototype. 90021 tern phoriflitWitilMo the cabin ICSTystem. Coithectio —ThrEeo hTi i fold down annresrallre-00013Werong bench seat with alsky to select the cell phone connection for any occupant on the fwd lacing bench seat (4) positions. Tied to Weighton-Wheels switch to &Sable In.flight use. M6/2007 Caredairru I SDNY_GMM723,3022 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261751 EFTA02727518 • Delete • AMENDMENT I TO S-76C++ NEW HELICOPTER SALES AGREEMENT 34102 :Mulb*unclioniMovint Map Uts4:44y.UPret Apollo:JD/X-20 RIM Chan Vow 0ption& tIvitfir * teirPh i one inle7ice m cibei IOW bw cerpFone to Oruepe7inWammuncalkeirsOlgeeliWOWrcibaos—i - 90008 headsets (ref. Headset Companion Audio Interface a 4149A 900, 011 not shop) 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Chislane, Inc. B .etAe Name: Delete^ in ci et Title: C c - Pfe.*ident Date: Math • 26 2 OO7- P16/1007 Amends...at) Sikorsky Aiycra rporation: By Name: 11 laierd LOWV)/Ati Title: STe PI "Orrirol mevior Acceptance Date: tiArc Lt Z9 ai,;(31 • SDNY_GIVIMAXO023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA j X126 1 752 EFTA02727519 • S-76C4-4- NEW HELICOPTER SALES AGREEMENT THIS S-76C++ NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity (-Sikorsky-) named below and the Buyer named below. I. DEFINITIONS /INFORMATION FOR THIS AGREEMENT Buyer. Air Ghislaine. Inc. Sikorsky Contracting Entity Sikorsky Aircraft Corporation Sikorsky Contract No: S767D6167 A. Deluxe Executive Helicopter Quantity: B. Scheduled Presentation Date Baseline Helicopter: C. Scheduled Presentation Date Completion Services: D. Scheduled Delivery Date Completion Services: E. Baseline Helicopter US Price: P. Completion Services Unit Price: G. Deluxe Executive Helicopter Unit Pries: H. Tall Contract Price: I. Payments: 1. Deposit 2. Advance Payment 3. Baseline Helicopter Final Paymenr. 4. Completion Services Interim Payment:: One April 5.2007. or earlier as may be practical at seller's option September 10. 2007, or earlier as may be practical at seller's option October 3. 2007. or earlier as may be practical at seller's option US$ 8.000.000 US$ 2.300.000 USS 10300.000 USS 10.300.000 US$ $100.000 US$ 2.060.000 (20% of Total Contract Price inclusive of the $100.000 paid by Buyer prior to the date of this Agreement. receipt of which is hereby acknowledged by Sikorsky) US$6,400.000 (80% of the Baseline Helicopter Unit Price) US$920.000 (40% of the Helicopter Completion Services Unit Price) S-74Co• Pttr of SDNY_GlIgv13230,310.24 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261753 EFTA02727520 S -76C++ NEW HELICOPTER SALES AGREEMENT 5. Completion Services US$920,000 (40% of the Helicopter Completion Final Payment Services Unit Price) Buyer's Contact for Technical Issues: Mr. Larry Visoski let A.411100 1514 Perimeter Rd. West Palm Beach. A. 33406 Buyer's Address for Invoices and Legal Notices: Darren K. Indyke The Villard House 457 Madison Avenue New York New York 10022 Fax:212 750-0381 Designated Completion Center Keystone Helicopter Corporation EL pESCRIPT1ON OF ag$LE I. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky. the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 252 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A. Part I (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex Ito Exhibit A Wall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A. Part 2 as pan of the Completion Services. 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (I) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper waking order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Tide Trawler - After presentation of the Helicopter. Buyer shall evidence its acceptance of the Helicopter by executing a Cenificate of Helicopter Acceptance. Upon Burr's execution of the Certificate of Helicopter Acceptance. and 3-76C« par 20( It SDNY_GIAV0ZOCCL25 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)261754 EFTA02727521 S-76C++ NEW HELICOPTER SALES AGREEMENT payment of the Baseline Helicopter Final Payment pursuant to Section I11.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer. Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services. Sikorsky will transport the Helicopter. at Sikorsky's expense. from Connecticut, to Sikorsky's designated completion center (the 'Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. Risk of Lou - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services. Sikorsky shall be required, as a pan of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement. (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence. FAA niquimments, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Serrkes for Acceptance - Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter. Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (I) hour in duration or longer as may reasonably be necessary. Burr's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit ram, ld II SDNY_Clit 230.302.6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261755 EFTA02727522 S -76C++ NEW HELICOPTER SALES AGREEMENT C). Thereafter, upon the receipt of the Completion Services Anal Payment pursuant to Ankle III. IA. below, Sikorsky shall provide to Buyer a FAA return to service cenification and the Deluxe Executive Helicopter shall then be at Buyer's risk. 7. Charter Time -As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition. Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary. Associated Aircraft Group (- AAG"). The benefit of these services may be used by Buyer upon reasonable request. subject to AAG's standard terms and conditions of service, and will remain on account with A AG for two years after execution of this Agreement. 8. Termination - If on or before and no later than April 10, 2006, Buyer notifies Sikorsky in writing that Buyer has obtained advice from its tax counsel fax Advice") that the transactions contemplated in this Anick II will impose any Tax(a) (as such tam is defined in Article VI.3 of this Agreement) on the Baseline Helicopter or the Deluxe Executive Helicopter, based on the delivery and acceptance of either at the Designated Facility (i.e. Connecticut). then Buyer may, at its option, terminate this Agreement. Any termination by Buyer shall be made solely on the basis of, and in good faith reliance on. the Tax Advice. In the event this Agreement is not terminated, this paragraph shall have no effect on Buyer's obligation in Article VI.3 of this Agreement. PR:CH/PAYMENT SCHEDULE I. Price/Payment Schmidt - The Buyer shall pay to Sikorsky the Advance Payment and the Progress Payment set forth below by wire transfer to Sikorsky's Account No. 57.56685 ABA No. 071-8000I3 SWIFTFNBCUS44 at BANKONE N.A., I Bank One Plaza, Chicago, IL 60670. a. Advance Payment - in the amount of Two Million Sixty Thousand USD (US$2,060,000) inclusive of the One Hundred Thousand USD (US$100,000) previously paid by Buyer to Sikorsky prior to the date of this Agreement, with the balance of such payment in the amount of One Million Nine Hundred Sixty Thousand USD (t./SS 1.%0,000) being due on the date Buyer signs this Agreement. receipt of which is hereby acknowledged by Sikorsky. This Agreement shall not become effective until such payment is received by Sikorsky. b. Baseline Helicopter Final Payment - in the amount Six Million Four Thousand USD (US$6.400.030) per Helicopter is due on the date of Buyer's acceptance of the Helicopter at the Designated Facility. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in AnicleVI.I, then, without impairing any of Sikorsky's rights Stein. notion: SDNY_GlItivtl1300328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261756 EFTA02727523 S-76C++ NEW HELICOPTER SALES AGREEMENT under Article VI.2. Buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the pan of Sikorsky. Sikorsky shall be afforded such time as may be reasonably required to cure such breach. c. Completion Services Interim Payment - in the amount of Nine Hundred Twenty Thousand USD (USS920.000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment — in the amount of Nine Hundred Twenty Thousand USD (USS920,000) per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available (or presentation and acceptance of the Helicopter, the Baseline Helicopter final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's (allure to make itself available is attributable to causes that would be an Excusable Delay as defined in AnicleVI. I. then, without impairing any of Sikorskys rights under Ankle VI.2. Buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the pan of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach. IV. CONFIGURATION FINAIJZATION I. Finalization Darn • The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (ISO) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment • For this purpose• the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates am not ma, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. roc.. Pap, at i 2 SDNY_GILM3230a028 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261757 EFTA02727524 S-76C++ NEW HELICOPTER SALES AGREEMENT 3. Suitability of Configuration - The Buyer is responsible for having ensured that the helicopter configuration. defined herein, meets all the operational requirements of the country of destinationlregisiration as they relate to the specific intended usage of the Deluxe Executive Helicopter. If requested. Sikorsky shall make a good faith attempt to assist in the determination of this configuration. If required for imporVregistration requirements in the foreign country, Sikorsky shall endeavor to obtain that country's design approval of the configuration items not already approved. In the event that Sikorsky cannot achieve approval after reasonable effort, both parties shall be released from any further obligations of this Agreement. V. WARRANTIES — Sikorsky's warranties and Buyer's remedies are set fonh in Exhibit B Deluxe Executive Helicopter Warranty. VI. $TANDARD TERMS AND CONDITIONS I. Extusabk Delays - Buyer acknowledges that the goods called for hereunder are to be manufactured for Buyer to fulfill this Agreement and that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God 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, (WU, labor disputes, unusually severe weather, or any other cause beyond the reasonable control of Sikorsky. To the extent that such causes actually retard deliveries on the pan of Sikorsky. the time for Sikorsky's performance shall be extended for as many days beyond the delivery date as am reasonably required to obtain removal of such causes. This provision shall not, however. relieve Sikorsky from using reasonable efforts to avoid or remove such cause and continue performance with reasonable dispatch whenever such causes are removed. 2. Inability Or Refusal To Pay - If Buyer is unable or refuses-to make payment to Sikorsky in accordance with any of its obligations to Sikorsky. Sikorsky may. at its option. terminate this Agreement by giving to Buyer written notice of its intention to terminate￾Upon such termination, Sikorsky shall be relieved of any further obligations to Buyer and Buyer shall reimburse Sikorsky fa its reasonable termination costs and expenses for labor and material and a reasonable allowance for profit. All sums paid to Sikorsky from whatever sources may be retained by Sikorsky and applied toward any amount owed to Sikorsky. In addition. Sikorsky shall have the right to reduce and set-off against any amounts payable by Sikorsky to Buyer or against Buyer's property in Sikorsky's possession any indebtedness or other claim which Sikorsky may have against Buyer. The excess, if any, of such sums over the total termination amount shall be returned to the Buyer by Sikorsky. 3. Taxes - In addition to the Total Contract Price, the Buyer shall be responsible for payment of any and all taxes, tariffs, customs or duties (including but not limited to any sales and use tax, gross receipts tax, license, or fee, but not including Sikorsky's income Mgto of 12 SDNY_GIUM32:003029 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261755 EFTA02727525 S-76C-H- NEW HELICOPTER SALES AGREEMENT taxes) (- Taxes"). which may be imposed by any taxing authority arising from this Agreement. If Sikorsky is held responsible by any taxing authority for collection or payment, either on its own behalf or that of the Buyer. Buyer shall pay all such Taxes to Sikorsky upon receipt by Buyer from Sikorsky of its bill therefor. If any of the items covered under this Agreement are exempt or excluded from taxation. Buyer shall provide pertinent exemption and related certificates to Sikorsky at least thirty (30) days prior to the Scheduled Presentation Date of the Helicopter and/or Completion Services. Burrs obligations under this Paragraph 3 shall survive delivery hereunder. a. Limitation Of Liability - With respect to any Helicopter/Deluxe Executive Helicopter. pan or service purchased under this Agreement and alleged to be the direct or indirect cause of any loss or damage to the Buyer, the sum equal to the invoiced price of such Helicopter/Deluxe Executive Helicopter. part or service shall be the ceiling limit on Sikorsky's or any of its affiliate's liability whether founded in contract or ton (including negligence, strict ton liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof, or (ii) the design. manufacture, delivery, sale, repair. replacement. or any use of such Helicopter/Deluxe Executive Helicopter. or (iii) the furnishing of any such service. In no event shall Sikorsky or any of its affiliates have any liability for any incidental or consequential damages. 5. AssIgnaitnatonstruaiort/Merger - This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. but it may not be voluntarily assigneds_wholly or in pan, by either party hereto without the prior written consent of the other party; provi&d however that either party shall have the nght to assign this Agreement to its controlled subsidiary or affiliate who shall remain primarily liable for the obligations of the assigning party. This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of New York, United States of America. The parties further agree to submit to the jurisdiction of both the state and federal coons of New York. The terms and conditions contained in this Agreement constitute the entire agreement between the ponies hereto and shall supersede all previous communications. representations or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. and no agreement or understanding varying or extending the same will be binding upon either party hereto unless in writing. signed by a duly authorized officer or representative thereof. 6. Matins - All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices shall be given by hand delivery. registered mail or facsimile transmission and. if to the Buyer, shall be addressed as indicated in Article I; and if to Sikorsky. shall be addressed to Sikorsky Aircraft Corporation. 6900 Main Street. P. O. Box 9729. Stratford. Connecticut 06615-9129. IJS.A., Attention: Vice President - General Counsel (203) 186-6646. The effective date of each such notice shall be the date it is received. SDNY_G1131/ 31O13030 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261759 EFTA02727526 S-76C4-4- NEW HELICOPTER SALES AGREEMENT 7. Non Disclosout-With exception for the existence of this Agreement, the parties hereby agree that neither party shall disclose to any third party the contents of this Agreement without the prior written approval of the other parry other than each party's officers. directors, employees, agents or professional advisors with a need to know the same. except as may be required in the performance of this Agreement. VII. HELICOPTER RELATED PROVISIONS I. Type Design and Production Approval - The Federal Aviation Administration rFAA") has grunted Sikorsky Type Certificate HINE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. 2. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder. Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog. Wiring Manual. Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition. the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMS) contained on one (I) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky lETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. 3. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive Helicopter is destroyed during the period of such flight tests, such destruction arising from any cause whatsoever. Sikorsky shall be under no obligation to fumish a substitute Helicopter or Deluxe Executive Helicopter but shall rasher be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed. except that Sikorsky or the insurance company Pagan( 12 SDNY_GLIM7/1013031D SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)261760 EFTA02727527 S-76O44 NEW HELICOPTER SALES AGREEMENT shall promptly refund to Buyer all amounts theretofore paid by Bust with respect to the purchase price thereof. 4. Buyer's Changes to Configuration and Additional Equipment - In the event that Buyer desires to change the Helicopter/Deluxe Executive Helicopter configuration and/or obtain additional equipment for the HelicoptaiDeluxe Executive Helicopter, the panics must agree to a mutually acceptable amendment to this Agreement reflecting such technical changes and setting forth any changes in the price and/or delivery schedule. For this purpose, the Buyer hereby appoints the Buyers 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. 5. GrupoAged Equipment - applicable] The following Buyer-specific equipment has not yet been approved for installation on the Deluxe Executive Helicopter by the appropriate regulatory authority: N•omencWure None anism 2222lia 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 accanplish the qualification approval. If the supplier is not capable or willing to provide this substantiation in a timely manner to support delivery of the Deluxe Executive Helicopter, the Deluxe Executive Helicopter will be delivered with space and power provisions, as applicable, with the equipment furnished on delivery as loose equipment. The Buyer will be offered the alternative of having Sikorsky perform necessary tests, without guaranty of results, for an additional price. 6. Helotrocim • With each Helicopter sold and delivered hereunder. Sikorsky shall make available to Buyer a one year subscription to this service. VIII. TRAINING PROVISIONS I. Initial Pilot Training Services • With each Deluxe Executive Helicopter sold and delivered hereunder. Sikorsky shall make available to three (3) Buyer pilots an S•76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VER") transition segment and. as required, an Instrument Flight Rules (•IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment. each Buyer pilot must have a current commercial certificate helicopter srrC« Pap 9of II SDNY_GIND/PCII3132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261761 EFTA02727528 S-76C++ NEW HELICOPTER SALES AGREEMENT instrument rating. or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder. Sikorsky shall make available to throe (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an 5.76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (I) year practical experience as a rated aircraft mechanic: one (I) year experience as an active mechanic on a commercial or military helicopter. or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services • With each Deluxe Executive Helicopter sold and delivered hereunder. Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufactureis facility. This course is approximately five (5) days in duration. 4. Scheduling - Within thirty days of Buyer's execution of the Agreement, the Buyer shall provide Sikorsky written notice as to whether the Buyer's personnel or designees are going to attend the S•76 pilot training and/or maintenancrJelectrical training courses. Sikorsky will, if practical, schedule the ground school portion of the pilot training course and the maintenance/electrical training course so that completion will be accomplished immediately prior to the delivery of the Deluxe Executive Helicopter to Buyer. If the Buyer elects to have three (3)pilots attend the S.76 pilot training count, both pilots must, unless Sikorsky agrees otherwise, attend the course concurrently. Sikorsky shall notify the Buyer as to the location of the training courses. In any event the training services in Paragraphs (I). (2) and (3) above must be scheduled and completed within twelve (12) months of the Helicopter delivery to which such services are allocable, in default of which Buyer shall no longer be entitled to such services. The training services provided in accordance with Paragraphs (I). (2) and (3) above will be conducted in the English language. The Buyer is responsible for all travel and expenses associated with their personnel attending such training sessions. The Buyer shall provide all documentation. and personal information on the pilots to be trained, and cooperation for pilot training as requested by Sikorsky to assure compliance with U. S. A. laws and applicable policies and regulations in force at the time of training. 5. Hold Harmless and Indemnification • In consideration of Sikorsky making training services available to the Buyer hereunder, the Buyer, as the Deluxe Executive Helicopter owner whose employees or designees will be the recipient of such training services, shall secure and protect itself and shall indemnify Sikorsky. FlightSafety International, Inc., their affiliates and their respective directors, officers, employees, service representatives, Pfr 10 SDNY_GLIV0ZIOeS133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)261762 EFTA02727529 S -76C++ NEW HELICOPTER SALES AGREEMENT and agents, from any liability, claim of liability, expense, cause of action, loss or damage whatsoever, whether arising in ton or otherwise, for any injury, including death, to any person or property whatsoever (including the Buyer's Deluxe Executive Helicapter(s)), arising out of or in conjunction with the performance of such training services. 6. Insetranca Requirements - Toward effectuating the security, protection and indemnification of Paragraph 5 above, and in addition to Buyer's obligations under such Paragraph 5. Buyer agrees to carry at a minimum on each Deluxe Executive Helicopter purchased under this Agreement the following insurance prior to the commencement of the flight training services provided hereunder: a. Aircraft Public Liability. Bodily Injury and Property Damage and Passenger Legal Liability Insurance, including Contractual Liability Insurance to cover the liabilities herein assumed by Buyer, with a limit of not less than 550.000.000.00 for a single occurrence. b. Aircraft Hull All Risk Loss or Damage Insurance covering the Deluxe Executive Helicopter in the amount of the Deluxe Executive Helicopter Unit Price. All of the insurance policies shall be issued by companies satisfactory to Sikorsky. shall be in form and substance reasonably satisfactory to Sikorsky, shall name Sikorsky, FlightSafety International. Inc. and their respective affiliates as additional insureds, shall contain a provision prohibiting cancellation except upon at least ten (r'0) days prior written notice to Sikorsky and FlightSafety International, Inc., shall contain a complete waiver of subrogation by the insurer against Sikorsky, FligMSafety International, Inc., and their respective affiliates, and shall be primary and non-contributory with respect to any insurance carried by Sikorsky andfor FlightSafety International, Inc. Buyer shall furnish to Sikorsky either certified copies of such policies or certificates evidencing such insurance and waiver. Such copies or certificates shall be presented to Sikorsky thirty (30) days prior to the scheduled commencement of the flight training. 7. Farther Undemanding: - Sikorsky assumes no liability for any expense of the Buyer, including those of Buyer's personnel, directly or indirectly connected with the furnishing of training services provided for herein or for any expenses for the operation or maintenance of the Buyers Deluxe Executive Helicopter(s). The parties expressly understand and agree that the responsibility of Sikorsky in the furnishing of the training services described above is limited to the furnishing of such and shall not extend to the results thereof. The parties further understand and agree that, in the event Buyer elects not to take all or any portion of the training services provided for herein, no refund or other financial adjustment of the Total Contract Price will be made. Portlaii SDNY_GW323312P234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261763 EFTA02727530 S-76C-f-l- NEW HELICOPTER SALES AGREEMENT IN WITNESS WHEREOF, this Agreement has been executed by each parry s authorized representative. Air Ghiataint, Inc.: Sikorsky Aircraft Corporadon By: By Name: r V Name: MAC Title: \it ,n ere Date: Maria 1k...5-CC Exhibit A Exhibit B Exhibit C Helicopter Configuration Warranty Acceptance Documents Titintiateloa- atathwess Ofre.,(4.0.0." Acceptance Date: 1,4 444 ti 3 I , SDNY_GLM)1100135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261764 EFTA02727531 • Air Ghislaine DELUXE EXECUTIVE AIRCRAFT ATTACHMENT A HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to he delivered under the Agreement. Part I: BASELINE AIRCRAFT Features of the S-76C.4.. Aircraft Code 0102: Dynamic System - Two Turtomeca Arne: 2S2 engines. and a tour blade ariculated main rotor system with dual controls. COekeil - An integrated Instrument Display System (IIDS). with an easy to upgrade avonieS package. There .s a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seals come with a live point Restraint system. Cabin - A large cabin that can be centilitre/3 for tour different missions and a 38 cubic foot baggage compartment Other - Retractable lancsng gear, and 281 gallons 0! usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Corms and VIR 32 Nays, single ADF 462 ADF. TDR 90 Transponder, DALE 42 OME with IND 42A Indicator, ALT 55B Radio Altimeter vnth Expanded Scale ALI 55A Indicator Honeywell EFISIDAFC$: 4-Tube Honeywell EDZ 756 EFIS with 5 x Indicators Displaying Airspeed. Altitude and Vertical Speed. Dual Lite' AHRS, DualFPehntncyca nued nd Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic kg System, Altitude Alert Electrical: 28 Volt Electncal System with two 200 Amp Starter/Generators. 10 KVA AC Generator. Dual Static Inverters. Avionics and EFIS Master Switches. Audio: Dual dEl Systems Audio control panels wiTh ICS and VOX PuS three mantenance picks. one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted CS foot switches, three David Clark Headsets. one six-toot walk￾around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Boeing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System. Universal 120 CVR, Backup Airspeed indicator and Ammeter. ADI-3350 Standby Attitude indicator with Navl/Nav2 Select, ELT 406-NHM w/ Satellite Frequency. Electnc Door Locks - Cabin, Cabin/Cockpit and ED DCPL Chimotannuncialor Weather Related Systems: Wx Avoidance Radar • Primus 440. Windshield Washer System. Heated Grass Windshields. and Engine Inlet Barrier Filter 57611)610 I Vast: I el SDNY_GLIV132313Clia36 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261765 EFTA02727532 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS • 07025 Delete PBS 250 Passenger Briefing System -11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TOR 940 11037 DME. 2nd • DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (StdBoso) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger • 32024 Satellite Communications System. AirCell ST 9100 34053 Nav/LRN Switch for A01 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor LS2 860 w/LU 860 _36065 Wa Avoidance Radar - Primus MO, exchange for Primus 440 36102 Multi-Function/Moving Map Display, Carmen AT MX-20 36103 Chad View Option for the Gamin AT MX-20 .36120 Honeywell Multi Function Radar Display (4FRO)displWe Radar. Flight Plan, S. Checklists 37011 TCAS I System CAS 66A 37017 TCAS Control Panel CP 669 37025 TCAS I TANS1 Display, Dual -IVA 81A PAINTS 8 F7NISIIES 50002 VIP Interior Paint Prep 6 Finish 50012 VIP Exterior Paint Preparation 8 Finish INTERIORS 63000 Deluxe VIP Interior Group. featuring Silencer adrame isolated interior wall panel system. high perlormance airframe moirited secondary acoustic package. USralealher or Ulrasuede **after panel upholstery, ECS ducLng. cockpiUcabin evader bulkhead with left hand and ngnt hand sliding windows, leather seat upholstery, general cabin lirting. emergency cabin lighting. reading lights (8) and ac cullets (8). cabin door threshold bghting, membrane switch panels to control cabin systems. fined enerk:e cabin windows. decorative plating in eah‘n, morneunoa ordnance signs. e rne r een C, Onfe rrnal l e l" fi ereee. emergency eve 'nen,. e.bin and C OC Mgr carpel ninth snare. wood veneerheather/decorabve metal details. integral magazine racks en cabin doors, storage cabinet lanyard of raised fuel MC*. seat maintenance covers. cabin leer runners. molded baggage Compartment floor trier. Stain Guard ProteCten. Nut Plates fillings let al. Opera Wine:ins and Removal of unused to down filings 63013 Al Facing Bench -Vs Place 63036 Fwd Facing Divan - %Place w/Fold Down Center Table and told down Arm Rests 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks. Two 63098 Acoustic Noise Reduction - Bay Blanket KIL Lightweight SlsTlintS7 Page "! of 6 SDNY_GIAM3113.31238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EPI:A 1766 EFTA02727533 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A INTERIORS (Continued) 70016 Sheepskin Sealing Crew Seats 70352 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents. Remove 77034 Single Action Door Release _AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step. Retractable -RH 80082 Engine Inlet Covers Storage (S.W..) 80086 Maintenance Covers Exterior 80090 Vertical Pylon Access Panels, CSN 78407 83001 Annunciator • "FUEL X•FEED" ON 63051 Hydraulic (hoick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System. Eaton 11(7707 84051 C4Environmental System 85001 Annunciator - "Land LT ON' 65002 Annunciator • -Search LT ON' 65012 Gooseneck Map Lights 85036 Anti.Collision Light. Red - Bottom 85051 Lending Light LH Main Gear 85061 Recognition Lights Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plato Holder, Lighted Pilot 86002 Approach Plate Holder, Lighted Copilot 86016 Pencil Holder 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Sillier 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 873031 Annunciator "Pitot Heat" On 67002 Annunciator - "WS Heal On" 88051 Floats Completion 88061 Single Pool IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior (airing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset lacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcorn System to be installed without the cockpit Intercom capability (rel. code 32024) 90007 110(20 display to be installed on the right and the MFRO on the left 90008 Cell Phone Interface In cabin to allow cell phone to be plugged in and communication enabled through cabin Bose headsets (ref. Headset Companion Audio interface a 4149A. Sporty's Rot Shop) 576706167 Pric SD N Y_G last12303138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261767 EFTA02727534 L.6 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A 90009 Audio Input Jack in cabin for lea:14;e device. Entertainment audio to he hand In all cabin Bose headset. NO other commie, volume controlled via IPod device 90010 Audio Input lack in cockpit lot ipod type device. Entertainment audio to be heard in both cockpit Bose haulms only. No other controls, volt...controlled vim ipod device, 576706167 Palacio/6 SDNY_GIM2X0139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261768 EFTA02727535 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A ANNEX 1 CODE 0060Na:re PIN NOMENCLATURE OTT 0102 Stsadard Aircraft 2502 AC/3A Elil Sign 2 33776-325931441 Cumin Any 1 3377647574-0Q Duet Amy. 1 33776-5757405 Ceiling Panel Any 1 3377644732404 Balms IS 7650.00701.041 Plate Amy I 33776447324CD Rattner 3 Door Seals 4 11002 (RTU) Radio Tally USU 622432105 NAV Caning Had (CTL 32) 2 622452007 COMM Control Had (CT1.92) 2 6224523403 Irony:ender Cameral Head (Mt 92) 1 6224522407 ADF Cowin' Head 1 33776-44332-045 Mounting Plaits 3 110211 Dual Mode S XPNDR -TOR 94 6.1270001 TDRAO Transponder RT e 6.5211401 TDR-90 Tray I 022459002 CAD 62 Maws I 6530154(11 CAD 62 Adapter Tray I fon4323-203 Transponder emend Head I 34061 Venial Card for Staab, Coops MS17910-4 Smndby Compass I 36064 •1g Strike Sensor - LSZ S60 w/LUS60 7037700-104 weather Radar Indic/we 1 36120 Hersaywell Multi Functke Radar Ellagiby 7007700-101 Weather Radar Indiana (MFRD) I 44051 C4 EnvIraustatal System 5.949Thr-4-4016V Re:limn I 129580-2 Duct Tee I 129632-I Senn 1 3166037-I Tee Aso 1 3166037-4 Ta I 3214102-2 Pressure Transdint I 33776-542104)41 Slapprissuor I 5761136167 Page 5 of 6 SDNY_GLX4:43003240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261769 EFTA02727536 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A CODE 0944011 Nun PM NOMENC1ATURE 76306-07004478 Tube Any I 76306-07004480 Tube 3 7630743005447 Tube I 7630743006-07I Tube I 76307-03605-072 Tube I 7645041012411 Panel Any 1 765007075412 Mine Any 2 7650007901-103 Blotter I 7650007905-103 Suprema, I 7630647001-057 Tube Any I 76366070044g Tube Any 1 76307-03036.049 Tube Any 1 76307-03006482 Tube Any 1 76307.03006-083 Tube Any I 7630743036484 Tube Any I 7650047054-013 Duct Assy 765000706S-012 Adapter Any I 7650047903-104 Val.< I 76500-07058.102 Adapter I 76212-03604-044 Her Dun Any I 76212433604443 Her Pain I 762124100401 Cockpit Defrou Duct I 7621243035-101 Cockpit Dutton Dun I 762124MM-051 Duct Any. Uppn 1m 1 7621243031412 Dim May I 76212433034-041 Don Any 1 7650007512.012 Any 1 33776410511011 Switch Box Any, LH 1 148243 LH NACA Duct Valve Any i 148241 RH NACA Duct Vane May i 7620741136401 Patel 4 161341 Vete Panel Any 1 1613-02 Vent Panel Aso I 82405 Diffuser 4 85012 Geasmork Map Llebb OM) 154007.127 Grano Utility Lien 2 S76TD6167 Pap 6°14 SDNY_GittM023013140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261770 EFTA02727537 t S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B 1. WARRANTY Sikorsky warrants to Buyer that each new helicopter sold by it. the parts and accessories installed thereon (except for the engines and engine -a-rmtories that are covered by the engine manufacturer's separate warranty, as well as Buyer supplied equipment), and new spare pans shall be free from defects in material and workmanship under normal use and service for the periods outlined below. Normal Use and Service shall mean the operation and maintenance of the Helicopter, sub-assemblies. and parts in accordance with Supplier's Flight. Maintenance, or Overhaul Manuals and Operating Instructions. 2. DURATION CATEGORY PERIOD OF COVERAGE New Aircraft 3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first New Spare Parts & GSE (if applicable) I year from date of shipment from Sikorsky 3. SIKORSKY OBLIGATIONS A. REPAIR/REPLACEMENT Sikorsky shall be obligated under this warranty to the repair or replacement of the defective item with a new. overhauled or serviceable replacement item during the applicable term of the warranty. The decision to repair or replace the defective item is solely at the discretion of Sikorsky exercised with reasonable care. Replacement parts that as life limited shall have hourly, calendar or cycle lives remaining equal or greater than the hourly, calendar or cycle lives remaining of the parts being replaced (whichever is applicable. and if more than one is applicable, whkhever is greeter), unless otherwise sorted by the ponies. If Helicopter Suppon, Inc (HSI) does not have a part whose life is equal to or less than the one removed. HSI shall contact Buyer and it would be the Buyer's option whether to accept an exchange or to arrange for a loaner while Buyer's is being repaired. S76TD6167 Pap I of $ SDNY_Gltb132300342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261771 EFTA02727538 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B B. LABOR Sikorsky will cover Labor associated with the direct repair of a warranted item. Labor associated with troubleshooting, pining access to. the removing and reinstalling a warranted item, or testing of the repaired or replaced item is not covered under this warranty. 4. BUYER'S OBLIGATIONS A. The Buyer must notify Sikorsky in writing of any defect occurring within the warranty period, within sixty (60) days after its discovery. Such notification will be accomplished by completing a Sikorsky RSA (Return to Sikorsky Aircraft. SA Form 7859 and submitting it either via telefax or email. B. If Sikorsky elects to replace or exchange rather than repair and return the warranted item the Buyer must return the defective pan reasonably requested to Sikorsky or its designated repair facility within 30 days (domestic) or 60 days (international) of receipt of a replacement/ exchange item, if so requested by Sikorsky. Any defective item that is replaced or exchanged by Sikorsky shall automatically become the propeny of Sikorsky. C. If requested by Sikorsky. the Buyer must furnish Sikorsky with copies of peninent Deluxe Executive Helicopter operational and maintenance records. Such records may Include any and all those prepared during the entire warranty period immediately preceding the discovery as well as records of any incident. accident. or unusual event encountered by the Deluxe Executive Helicopter at any time prior to the discovery of the defect. 5. TRANSPORTATION Transportation charges relating to approved warranty claims for the return of defective goods to Sikorsky. their reshipment to Buyer, and the risk of loss thereof, up to and including the average cost of Federal Express PI or equivalent, will be borne by Sikorsky if returned in accordance with written shipping instructions from Sikorsky. Transportation charges do not include taxes. duties. loans. lease charges. exchange fees, warehousing charges, handling charges, or administrative charges when charged by a party other than Sikorsky or a Sikorsky subcontractor. Any premium transportation costs shall be home by the Buyer. 6. WARRANTY ON REPLACEMENT PARTS Pans repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) on a valid warranty claim are warranted for the remainder of the original warranty S76TD6167 Page .1 a 5 SDNY_GILMB0Ciar13 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261772 EFTA02727539 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B period associated with the discrepant pan removed unless the warranted pan is provided with less than thirty days of the expiration of the original warranty period, in that instance the puns repaired. replaced. or exchanged (newly manufactured. repaired or overhauled) shall have u warranty that extends for ninety days beyond the original warranty expiration date. 7. EXCLUSIONS This warranty does not apply and Sikorsky shall be relieved of its obligations and liability with respect to any claim under the Warranty if such claim results from any of the following. A. Deluxe Executive Helicopters which are not maintained, operated or repaired in accordance with the governing or applicable provisions of Sikorsky's. its subcontractors. the FAA or DOT, as applicable. Approved Flight Manual. Maintenance Manual and Service Bulletins, and as each thereof may be amended from time to time by Sikorsky. and/or B. Deluxe Executive Helicopters which undergo structural modifications, repairs. and/or engine retrofits without the express written approval and technical guidance of Sikorsky, and which are determined to be the cause or a contributing cause of the defect. and/or C. Deluxe Executive Helicopters or pans which have been subject to abuse. misuse, negligence, combat damage. incident or accident. and/or D. Deluxe Executive Helicopters or pans which have been subject to direct foreign object damage. ingestion of foreign material, or any corrosive or erosive agent. and/or E. Standard consumable and expendable items such as, but not limited to. seals. filters, gaskets, tires, hoses, bulbs, switches, batteries, beatings, brake pads and general hardware, and/or F. Hernial wear and tear, including normal wear and tear to exterior paint and Interior Items such as, but not limited to. Wilts. sidewall and headliner coverings. woodwork, plating and other soft trim appearance items, and/or G. Pans and accessories whose manufacturer's identification tag has been removed or obliterated or cannot otherwise be identified as having been installed on the helicopter at delivery, and/or H. Failures that result from external contamination such as contaminated fuel, oil, hydraulic fluids and the like, and/or 5767776167 Pape 3 of 3 SDNY_OLIv131300144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_0026I773 EFTA02727540 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B I. Costs identified as commercial losses, or profits due to loss of use of the aircraft, and/or 1. Damage to the Deluxe Executive Helicopter or other property without limitation, incidental, and consequential damages. 8. DISCLAIMER A. TITLE Sikorsky warrants to Buyer that it will convey good title to the Helicopter and pans sold hereunder. Sikorsky's liability and Buyer's remedy under this warranty are limited to the removal of any title defect or at the election of Sikorsky to the replacement of the Deluxe Executive Helicopter or pans thereof which are defective in title; provided, however, that the right and remedies of the parties with respect to patent infringement shall be limited to the provisions of Paragraph 8B below. B. PATENT INFRINGEMENT Sikorsky shall conduct. at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Buyer or any subsequent purchaser or user of any Deluxe Executive Helicopter or pan delivered hereunder directly infringes any United States patent, but only on the conditions that (A) Sikorsky receives prompt written notice of such suit, or action and full opportunity and authority to assume the sole defense thereof. including settlement and appeals, and all infomution available to Buyer and defendant for such defense; (B) said Deluxe Executive Helicopter or part is made according to a specification or design furnished by Sikorsky or. if a process patent is involved, the process performed by the Deluxe Executive Helicopters) is recommended in writing by Sikorsky; and (C) the suit, or action is brought against Buyer or one expressly indemnified by Buyer. Provided all of the foregoing conditions have been met. Sikorsky shall, at its own expense, either settle said suit, or action or shall pay all damps, and, if the use or resale of such Deluxe Executive Helicopter Of pan is finally enjoined, Sikorsky shall. at Sikonikys option: (i) procure for defendant the right to use or resell the Deluxe Executive Helicopter or pan. (ii) replace them with an equivalent non-infringing Helicopter or pan. (iii) modify them so they become non-infringing but equivalent, or (iv) remove them and refund the purchase price (less a reasonable allowance for use. damage. and obsolescence). If a suit, or action is based on a design or specification furnished by Buyer, or on the performance of a process not recommended in writing by Sikorsky, or on the S76TD6I67 Page 4 of 5 SDNY_GIAM31)30)345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261774 EFTA02727541 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B use or sale of the Deluxe Executive Helicopter or parts delivered hereunder in combination with other helicopter parts not delivered to Buyer by Sikorsky. Buyer TER SALES AGREEMENT (40% of the Helicopter Completion Price) arty Viscnki iation 'trimmer Rd. Palm limeh. Fl. 33406 n K. Indyke 'Mani House lodison Avenue York New York 10022 12 750.0381 one Helicopter Corporation layer. and the Buyer shall purchase from :y Model S-76C Helicopters with new 6C+a) and equipped with the items of Part I (the "Helicopter"). In addition. ion Services for Buyer and Buyer shall copier. which will then be equipped with Exhibit A. Pan 2. (the Deluxe Executive he cormary contained herein. Jonas the xmligunition items specitled in Annex t to iter and retained as property of Sikorsky. led or replaced by the customized options the Completion Services. - The Helicopter shall be presented for in Connecticut (the 'Designated Facility') iyer's request for a demonstration flight of instration flight at the Designated Facility approximately one (I) hour in duration or 's obligation to purchase the Helicopter is atisfied thai the Helicopter is in airworthy anal and in proper working order, and has cane:Mons of this Agreement and that the blares —a(Th iate V. S-76C++ NEW HELICOP 5. Completion Senices USS920.000 Fund Pontotoc Services Unit Buyer's Canton for Technical Issues: Mr. La la As 15141 West I Buyer's Address for Invoices and Mere Legal Notices: The 457 I New' Fax:2 Designated Completion Center Keyst II. DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the E Sikorsky. the Quantity of one new Sikorsi Turbomeca 2S2 engines (known as the S-7 additional equipment specified in Exhibit A. Sikorsky shall sell and perform the Comptes purchase the Completion Services on the Hell the items of additional equipment specified in Helieopten. NotwitIntanding anything to tl performance of the Completion Services. the c. Exhibit A shall be removed from the Helicop These configuration items shall he either delet chosen by Buyer in Exhibit A. Part 2 as pan of 2. Presentation of Helicopter for Acceptance acceptance at the Sikorsky designated facility r on the Scheduled Presentation Dates. Upon St the Helicopter. Sikorsky shall conduct a done during such presentation, which flight shall he longer as may reasonably be necessary. Buyer conditioned upon and subject to Buyer being s condition with all flight critical systems funcii• been manufactured in accordance with the spe Helicopter has no damage. coonskin or other di SON Y_G liteDIP303346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA X)261775 EFTA02727542 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C ACCEPTANCE DOCUMENTS Helicopter Inspection and Acceptance Certificate Pursuant to the S-76 New Helkopea Sales Agreement Number dais tetwam Sikorsky Aircraft CilfpUtililM and Inspects* • hereby acknowledge% that he has thoroughly inspected the helicopter desmbed below and has found it to be acttpubk and is accordance with the mouth:menu of the above referenced 0.4thenewll and Acceptance- hereby accepts ddivay and Mk of the &hover draribed &kw.* on the day of ai at hours local time. Airttaft Description - Sikordy SRC with Tuthomesa Atria MT Engines aomnsmly referred to as S.760.• Serial Number Registratiow Number Engine Numbers IN WITNESS WHEREOF . has caused this Certificate m be mensal this thy of Colgan Name sarmare Nair 7 /1161 ST6TD6167 Page I of 3 SON Y_GLIvt2300043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261776 EFTA02727543 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS THAT SIKORSKY AIRCRAFT CORPORATION Sikorsky'l. is the lawful owner of the full legal and bereficial title .1 the following tangible personal properly that stnain Siluanky S.7tiCot helicopter. manufacturer's serial number 760 and United States registration number . together with two 12) two Turbomeca Ansel engines bearing riumufacuireis atrial numbers — and — as more fully described in Eabibir A to that cenaln S76O.4 New Helicopter Sales Agreement (number by and between Buyer (as defined below) and Sikorsky dated as of the day or . 200 as amended and assigned to (the "NtlIceperr").: and li all document and monis relating or required to be maintained with reapett to the Iklisopter. inludtng. *Wawa limitation all flight manuals, maintenance manual. engine log boats, airframe lug boat weight and balance data. flight records. maintenance records. . airframe and aircraft somporent warranties. engines warranties. avhmics warranties. and any and all other records related to the Helicopter (the "Helicopter flocureettled THAT. for gad and valuable oirniekration of the burn of One and 00,100 dollars (SOO). ratio and adequacy of which is hereby acknowledged. Sikunky does as of the date provided below. grant. convey. transfer. deliver ad W ova all right. title and interest in and in the Helicopter and the Helicopter Documents unto I "Buyer). and unto Burt's successors and assigns forever. THAT. Sikorsky hereby represents that there is; hereby sonveyed on Buyer on the date hcreot all lepl. beneficial. record. good. equitable. exchoist. and marketable title to the Helicopter arid the Hellsogter Chictimenu free and clear ,,r any and all mortgages. liens. claims. encumbrances and nghts of others. and Sikorsky will warrant arid defend such title anima opine all CLIIM and demands whatsoever. IN WITNESS WHEREOF. Sikorsky has caused this Minna:fit to be °muted and delivered by in driy authorized signs:ivy as of this _ day of 200 . SIKORSKY AIRCRAFT CORPORATION Signature. Print .. Tate S7611)6167 Pap'_ of 3 SDNY_GILM3TIOGIBil SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261777 EFTA02727544 t S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Certificate of Acceptance of the Completion Services Reward to the 5-76 New Helicopter Sales Aveemem Number dated between Sikorsky Aircraft Cotywateun and lupin-doe • hereby acknowledges that he has thoroughly inspected the belicoma described below and has fivand it to be acceptable and in accordance with the repuirements or the abuts remixed Agmemot, and - hereby accept delway of the Whoopee desenbed below on the day of 2007 at m. hours local time. Almon Description - Sikorsky 5-76C with Turhomma Aerial 252 Engine lCcenroonly known as 5-76 Cant Serial Number Registration Number Engine Numbers IN WITNESS WHEREOF. . has tamed this Certificate lobe mewed this day of 2007. Conquer Nome Signature: NNW The: 576776167 Pape 3 of 3 SDNY_GitM3E0131149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261778 EFTA02727545 Assignment of Warranties and Training and Manufacturer's Consent This Assignment of Warrangos and Training and Manuftcturers Consent (this *Assignment" Is made and entered Into as of the date last executed, by end between Air Shinano. Inc. (the 'Assignor'), and Five Star Holding Company LLC (the 'Assignee'), and Sikorsky Aircraft Commotion (the 'Manufacturer' or *Sikorsky"). • WHFoasS, pursuant to the Sobs Agreement No. 576706167 dated Mardi 31. 2006. between Sikorsky and the Assignor (as amended, modified and supplemented from time to brat) (the 'Agreement'), the Assignor purchased a certain Sikorsky S76Cs• helicopter bearing Manufactunr's Serial No. 760667 (the 'Aircraft"). A copy of the Agreement and all Nmentirnents exercised to date are attached hereto as Exhibit A. Under the Agreement. Assignor has, among others, certain rights W.V. respect to remainder of training and warranty rotated to the Aircraft Assignor now wishes to assign to Assignee, end Assignee wishes to accept the assignment of the remainder of the Assignor's Interest In the warranties and trainthg under the Agreement (the 'Warranties and Tralring'). WHEREAS. Sikorsky agrees to consent tot* Assignment (as darned hatelf1). NOW THEREFORE_ in consideration for the mutual covenants and agreements herein, the receipt and sufficiency of which ore hereby acknowledged, the prudes agree as !Wows 1. The Assignor hereby assigns to the Assignee ad of Assignors remaining rights and Interest In the Warranties and Training. The Assignee hereby accepts such assignment. aftl14111111 all of the duties and obligations of the Assignor In reaped of the Warranties and Training, and agrees to be bound by the terms of the Agreement In respect of the Warranties and Tralag h every way as if Assignee had ban party to the Agreement as the *Customers or the *Sup( as et to date It was executed 2. For the avoidance of doubt. the Assgriee agrees in exercising its rights under the Worries and Training or in making any claim with reseed to the Nrarall or other things debated or to be delivered In connection therewith, a is bound by and will comply with al applicable terms. condtions, and Irritations of the Agreement 3. The Assignor authorizes the Assignee to rands.. to the exclusion of the Assignor, an rights and powers of the Assignor with respect to the Warranties aid Training under the Agreement With respect to the rights, powers, dubs end obligations of the Assignor in respect of the Warnings* and Training, al actions taken by the Assignee are final and binding on the Assignor. 4. The Assignor confirms for the beneft of Sikorsky end the Assignee that it owns and controls the rights a purports to assign herein. 6. The Assignor and the Assignee acknovAedge and agree that Skorskys consent to the Assignment Is only for the purpose of accanmcdang their separate business arrangement and that the parties do not intend to expand Sikorsky* risk or liability obEgations further than already present tray the terms of the Agreement Nothing contained herein shill tutted Satersky to any &stay to which it wad not Weenies, be subject under the Agreement or modify or waive in any respect the contract rights of Skorsky thereunder, or constitute Sikorsky, content to any further assignrrent a any obligations or rights theren by the parties hereto. 6 The Assignee confirms for the benefit of Sikorsky tat h exercising any rights of making any clans. Including but not amled to those bandied In this Assignment, the terms and conditions of the Agreement we apply end be tincreg on the Assignee. and Wonky she have al the rights and defenses avallabW to it In response to Assignee's exercise of such rights or making of such dans, to the same extent as if Assignee had been en original party thereto. Plait C1NA OM 'JUNIOR inCO AM (4.0•09A14 I l5Th AUMEMICATC0 sAt SaNY_C-1141flina'10 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261779 EFTA02727546 7. Notwithstanding anything to the contrary in this Assignment the Assignee expressly agrees and acknowledges that save only as provided in the Agreement, no condition, warranty or representation is given by or on behalf of Sikorsky in respect of the Aircraft. B. Without prejudice to any other method of service of notices and communications provided by law, every notice, request or demand or other communication under this Assignment shalt (a) be in writing delivered personally or by fret-class prepaid letter (airmail If available). facsimile transmission or email; (b) be deemed to have been received, subject as otherwise provided in this Assignment. in the case of a facsimile, upon contimurtion of safe receipt thereof, and in the case of a letter when delivered personally or Eve (5) days after it has been put in the post and in the case of en e-mail, when the sender receives a read receipt from the addressee: and be sent: re Aaalgnon Jive C4. bia;‘‘ , c f o '7Oan-t., 1,,,,d4let v p y 4r4 Fax: !"2;"‘ A ," Attention to Assignee :Five Star Holding Company LLC 26500 Curtiss Wright Parkway Highland Heights. Ohlo 44143 Fax: 216-928-7340 Attention: Douglas Jacobs. Treasurer to Sikorsky: Sikorsky Aircraft Corporation 6900 Main Street Stratford Connecticut 06497-9129, USA Attention: Vice President —Contrails and General Counsel Fax: +1 (203)388 6846. 8. This Assignment may be executed In any number of counterparts, and by each of the parties on separate counterparts, each of witch, when so executed, shall be deemed an original, but all of which shalt constitute but one end the same instrument. Delivery of an executed counterpart of this Assignment by facsimile shat be equally as effective as delivery of a manually executed counterpart of this Assignment. Any party delivering an executed coulterpart of this Assignment by facsimile also shall deliver a manually executed counterpart of this Assignment. but the failure to deliver a manually executed counterpart shall not affect the validity. enforceability or binding effect of this Assignment. 9. THIS ASSIGNMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ME STATE OF CONNECTICUT. THE PARTIES HERETO HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF CONNECTICUT AND THE FEDERAL DISTRICT COURT FOR THE STATE OF CONNECTICUT FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAVE ANY OBJECTIONS THAT THEY MAY HAVE TO THE Pees 2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261780 EFTA02727547 VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS ASSIGNMENT. IN WITNESS WHEREOF, the paresIrate have eared Mb Assignment to be duly executed end darted r of re data list wren above. Mehra Ine. By \N.A.%) b VI‘C. 9ces(AQ"4 Dated to tl i l o ta. Approved by: Sikorsky Aircraft Corpora Son By s ee.aitina, Ib s 404-"A Dated Pao, 3 SDNY_GLIVOZIO60.92 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261781 EFTA02727548 J. Robert Ksliu Deed Tel (405) 2394611 MIMI FM (405) 272.5243 CROVVE&DUNLEVY I A PROFESSIONAL COA•OAATION *Homey, nno .01. C.Ansmars am Law August 9, 2007 Michael Loschiavo S-76 Program Manager Sikorsky Aircraft Corporation 6900 Main Street P.O. Box 9729 Stratford, Connecticut 06615-9129 644).Misuecromidurikra.coln RE: Sikorsky model S-76C aircraft with manufacturer's serial number 760667 and United States nationality and registration marks N908GM (the "Aircraft") Dear Mike: • This letter confirms that we filed with the Federal Aviation Administration (the "FAA") on June 18, 2007, at 1:31 P.M., C.D.T., the AC Form 8050-2 Aircraft Bill of Sale dated June 18, 2007 (the "FAA Bill of Sale") by Sikorsky Aircraft Corporation to Air Ghislaine, Inc. (the "Company") and the AC Form 8050-1 Aircraft Registration Application dated June 18, 2007, by the Company, both covering the Aircraft. This letter also confirms that the FAA Bill of Sale was recorded by the FAA on June 27, 2007, as Conveyance No. K043163. Enclosed herewith is the original ottlAkFAA Bill of Sale bearing the FAA's stamp showing the recording data. Please note that a registration on the International Registry was not made as previously discussed. If you now desire that an international interest registrafiin be made, please advise and we will be happy to assist with same. JRK:sdh Enclosure nas4 • "tie/WM. - m OK 7 03 13ns I Ve truly yours J. ROBERT KALSU For the Firm 1C11?A.I.: OKLAHOMA CITY rut: C-, irr P' nAnKI OKLAHOMA CITY. OK 73102.6279 . SDNY TEL 405 235.7700 • FAX: 406 239.6041 I :6L 1703251.01 vow w.cr0wadunlovy.com SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261782 EFTA02727549 oDITES OF AMERICA U.S DEPARTMENT (V RAICORTATCR FEDERµ RAMER FOLIMETRATcol AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S itIOVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES￾CAMEO AS FOLLOWS: • uNITEO REMSTRATIONSTATES NuMBER N 908GM AIRCRAFint7FACTURE & af MOD Sikorsky AirRcr t EL S-768-2 COP AIRCRAFT SERIAL No. cl DOES THIS s ti r= DAY OF June, 20 07, HEREBY LL, GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AN0 TO SUCH AIRCRAFT UNTO: ;OOM AI-PIO/ED O1/43 NO zno 00(2 RECCRDED Federal Aviation Adminlitratf on fcr 11MO //: DS eyr.p4-41 Plutrbr lay, 1623 ettsto9 4\495 Do Not Yids In This Mock FOR FM USE ONLY PURCHAS NAME AND ADDRESS IsCwComin CM LAST Mot POST KANE NO MOE mutt) Air Ghislaine, Inc. 103 Foulk Road, isZo2. Wilmington, DE 19803 DEALER CEFMFCATE mimilER ma) To Its successors XNEVAMMOBBEISWISOMMEXAND ASSO4 TO NAME No TO ICED SINGULARLY THE SaC MRCRAFT FOREVER NO WAFIFIAHTS THE TiTLE THEREOF • TESTAKINT WHEREOF I HAVE SET MY HNC AND SEAL THIS /0 11. DAY OF June) ,07. I SELLER - I NAME (Si OF SELLER iTHNO OR Moans SIGNATURE (5) HAMS E*EO$TW r TITLE liTscoon PAMIR 1 korsky Aircraft , S-76 Program ichael Loschlavo ACKNOWLEDGMENT OtOT AEo41AEO OS .1.5.0515 OF FAA MEMNON O. HOWEVER. SAY SE WHAM* St LOCAL LAW OCItTALiDiTir OF THE Haintonleti ORIGINAL: TO FM AC Pm SCOPE MED(HEN 006E-0VRE00W) Sweneoes tome SDNY_GOADIRX9a54 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261783 EFTA02727550 SDNY_GINCIEP3C155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261784 EFTA02727551 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER , . i 10/22/07 4 10/15/07 F006-676-004 PAGE , i 1 of 11 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76T06167 CONTRACT DATE 4/13/06 B.D.M. NO. C.W.A. NO. THROUGH CONTRACT AMENDMENT 2 Dated 10/10/07 SUBJECT Completion of S-76C++ Aircraft 760665-666 667AIr Ghletalne, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: 576C++ SPEC / REV: SERIAL NUMBER: 566 668 667 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Apr 2007 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Sep 2007 DETAIL WORK DESCRIPTION ATTACHED: Release aircraft 760666 Wit 667 the Keystone Completion Center Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Corned Details X X X X 1 Swapping of aircraft from 760655 to 760658 per Program Manager's &action. X 4- 2 Configuration changes per amend 1 and revise FSI value to relied 21:07 Oct X X 3 Swapping of aircraft from 76065810 760667 per Program Manager's devotion and revise tOIC value to indude NRE for silencer. X X 4 Helicopter configuration changes per amend 2 X X X Period of Performance: *1. 2006 thru October. 2007 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager Orli jlethea 10122/07 Finance 44 ay a boatel .04 irtykatretz 10/22/07 SDNY_GlaV0230110S6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261785 EFTA02727552 • • PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006.576-004 PAGE 2 of 11 Statement of Work: Tnis P'A'A authorizes the design, planning. procurement. and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, wth additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: !NM (SIN: 666-,-658) Description (SIN: 667) Hrs Total AC-SO4.1.01.0A WI 0 I alai i't4ii li nei.,:a“...>u0POn Post Ticket FerryfAccept Flts 140 $ 30.470 AC-SO4.1.01.18 ACB 40 $ 4.066 AC-SO4.t .01.1C Engineering-Avionics 313 $ 33.029 AC-$04.1.01.10 Engineering-Interiors 315 $ 34.397 AC-504.1.01.1E Engineering-Flight Sciences 100 $ 10,164 AC-SO4.1.01.2A Keystone Completon $ 1,838,801 AC-504.1.01.2B SAS Materials-Completion S 95.119 AC-504.1.01.3A Technical Publications 15.758 AC-SO4.1.01.4A FSI Standard Trainin $ 66,460 AC-SO4.1.01.4C Additional Traininq-1 pilot 1 mechanic $ 36.855 AC-504.1.01.6A Customer Gift Certificate S 2,000 AC-504.1.01.6D AAG SUPPORT (20 HRSI $ 100.980 AC-804.1.01.6E Management Reserve $ 50.000 AC-SO4.1.01.6H Helotrac $ 10,455 AC-SO4.1.01.8A Extended Warranty_ $ 49,928 AC-504.1.01.9A Strip List $ (126,058) Total S 2,252,422 SAS Material per completed aircraft: OH Lateral Absorber Bifilar 5P Float Kit P/N 76080-20501-043 P/N 76107-08100-042 P/N 76016-02002-018 SDNY_G11/0730111315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 786 EFTA02727553 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006-576-004 PAGE 3 of 11 • AAG - Charter Time - Charter Time —Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary. Associated Aircraft Group ('AAG'). The benefit of these services may be used by Buyer upon reasonable request. subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement Action — Purchasing (R. Dunlap/G. Katfavanl Please inform Turbomeca that the following 576C++ aircraft s/n 760656 648 667 with following Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Mr. Larry Visoski Aircraft S/N 760656648 667 with Turbomeca Engines S/N TBD (LH) and SIN TBD (RH) The following commitments are specified in the 576C++ New Helicopter Sales Agreement (S76TD6167) The information specified in this PWA is only a higNight of the requirements. Please see the released Sales Agreement for more details regarding these commitments. Action — Information Technologies (D. Blackmorel • Create a MyCompletion Website. usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Mike Loschiavo — S76 Program Manager (203) 386-4536 o Dan Dennis — Customer Service Manager (203) 416-4241 o Howard Germon— Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.O.1 • Place purchase order for (Six) 6 display models with Microwest, 1312 West Collins Ave Orange. CA 52867. (714) 771.2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Mike Loschiavo. • Order customer gift certificate from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 0661 I, (203) 459- 4424 in the amount of 52,000.00, made out to Attn: Mr. Larry Vlsoski • Order metal plaque from GBG, The Corp Gift Source. 204 Spring HM Road. Trumbull, CT 06611, (203) 459- 4424 -customer gift box. This plaque should state the following To commemorate the delivery of Aircraft S/N 760466 6-58 667 Air Ghislaine, Inc on the specified delivery date. Action — Engineering (T. McTaggart . Charlie Havdenl - CONFIGURATION FINALIZATION • Finalization Dates — The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize SDNY_GIOVOraffiftS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261787 EFTA02727554 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE MA NUMBER 10/22/07 4 10/15/07 F006-576-004 PAGE 4 of 11 the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other Action — G. Wall, D. Carew, T. Sandbera, P. Perschbacher VII -HELICOPTER RELATED PROVISIONS • Type Design and Production Approval —The Federal Aviation Administration ("FAA") has granted Sikorsky Type Certificate H1NE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. Action — Customer Service (K. Perry, C. Baker, T. Shield. D, McCory, M. Pavia): V. WARRANTIES • Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Executive Helicopter Warranty (3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first). WI - HELICOPTER RELATED PROVISIONS • Publications — With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of SDNY_GI0V0IXPISBEI SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261788 EFTA02727555 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006476-004 PAGE 5 of 11 the Deluxe Executive Helicopte at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTM - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII - TRAINING PROVISIONS 1. Training - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyers option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. SDNYGIMI2301160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261789 EFTA02727556 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006-576-004 PAGE 6 of 11 HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit - An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 55B Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed. Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual 375 VA Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nevi /Nav2 Select. ELT 406-NI-IM w/ Satellite Frequency. Electric Door Locks - Cabin. Single Action Door Release, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SDNY_GIN0230,30.60 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ETTA_00261790 EFTA02727557 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO REV DATE PWA NUMBER 4 10/15/07 F006-S76-004 PAGE 7 of 11 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36-102—Multi-Function/A4oving-Map-OisMay,-Gairmin-AT-MX40-(Derete per amend 1) 36103—Chart View Option for the Garmin AT MX-20(De/ete per amend 1) 36104 GMX-200 Multi Function Display, Garmin (Added per amend 1) 36105 Charterview for GMX-200 MFD (Added per amend 1) 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP GOB 37025 TCAS I TANSI Display. Dual -IVA 61A PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8). cabin door threshold lighting, membrane switch SDNY_GO.432303362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _(x)261791 EFTA02727558 • [ROGRAM WORK AUTHORIZATION L • RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006476-004 PAGE 8 of 11 panels to control cabin systems, tinted inte ior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/info mational signage, emergency exit signs, cabin and cockpit carpet with spare. wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck. seat maintenance covers, cabin floor runners. molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench — 3/4 Place 63036 -Fwd Facing-Divan=4-Place-w/FolcIDown-Center Table and fold down-Arm-Rests (Delete per amend 1) 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks. Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight INTERIORS (Continued) 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents. Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System. Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights SDNY_GliM32303:163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA JX)26 I 792 EFTA02727559 • PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006-S76-004 PACE 9 of 11 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (Per code 32C24) 90007 MX20 display to be installed on the right and the MFRD on the left 90O48—Coll-Phone-interface in cabin to-allow cell phone to be plugged-in-and-communication enabled-through-cabin Bose-headsets-(refA.leadbet-Compartion-Audio Interface # 41-494,-.Sporty!salot Shop) (Delete per amend 1) 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding stags to be surfaced with coarse non-skid /Added per amend 1) 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. (Added per amend 1) 90015 Sheep skin throw carpet for cabin floor. (Added per amend I) 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads (Added per ()mend I 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work lidded per amend I, 90019 Do not install the 63000 magazine storage in lower cabin doors L-!</ded per omen,/ L 90020 Custom upholstery/cushion fabrication requiring customer approval via pre￾production prototype. (Added per amend I) SD Nv_sildv1023001164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261793 EFTA02727560 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006-576.004 PAGE 10 of 11 90021 Cell phone interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. (Added per amend 1) 90022 Move pilot seat aft slightly (Added per amend 2) Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 SDNY_GIAM:laP3a66 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261794 EFTA02727561 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 10/22/07 4 10/15/07 F006-376-004 PAGE 11 01 11 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Proces Procedure PR: 03- 02- 087 - Baseline Production Aircraft Part(s) Removal. Mi l Ow.. NOMCNCL OW Oink Log Slit Cow Tait' Voirt uel,.,7,4,...a., •• Onen,' Onlo", R. -M -21 •• ern — -B6 ALRO ninice? C.13— 01C1 2 standard Aleren '7 OL .0 .1 base bne Int4r1s. r..24.4 70.52107 &Rana 2212:47 AG3A 4 I. 4 10° tuna,. In Noll 1831:18:8:24 SAC 33//4.4757. _._60C granil ';,470 ‘ . 42774-57474-042 - 51A2 . r ingA 7 4:nel 4 257W 34000 33774.57374-048 03 7.7.7 0 11401611 • , i 14 P40 57 3034 34 83 6 4 A , a, ,o, H... Ir 0-60 MO" C> ?repair:n:1 i aph feiL :;• .610 20 ; At4 6 -41522-007 OP Ccnt0144 74 32 r4 3 776-44335-64! ALHO Mounlinn 4,144.44 3 I424N 18547 00041 . 12a0 TOR 44 88811:° ; Z LHO1 ran .4r-trt eT" 0.00 622- .a 705.00 765-00 1153-0015.4301 ASR9 TM NI 000 0.00 02243523-203 AL140 Teens IPPOnATI-kied I P74N 2 530.00 3 Gatos or. \onset cora tor sumairy Compass Ili7662-4 AZ RO Standby e 0414 26 444 24 W. Aw940•4•64.1144.4 - Prima. ..o 1450-401 AL/40 1.10/4.10 TPA • ;:s.n.a • , 1,c, ‘ 10.244, 42r Roper Intio2.,0, 1.3:11 ;:r.tca F•42iii *2 0 %sentry. swi.d., India.... • 1, 74N 10.707.00- 40.707.00 0405 Gni.' 170000-07000-014 "MOM 554034.424-413141V RO ..non. 0.00 20500-2 . gua RUN 1.a 1 ,]50.00 • .470.00 Ala .• 4 glitTri-- g T4pentAC:ow 0474 7.4 FC MO P74 ° a 3214102.2 AtflO Promo. lllll dUCIP• 7454 I 7 - e 1 4 2T Tutn As., 10 4N ` 8. 21: 8- 4 . 4;too: os Ace40 Tye* Tale2.csanna 72Ongfre p? 0 -a 8 += f44N Ula 11 70450-01043-011 P 1Z.4.Wi '76 7RPF07075 ,6410-0 , 042 041 AGRO t P74N 042 At 101- Illt:2.1• C188:8;88 k 1,83 AL.1.0 • 1141074 0,107.00 R 7 610 00 n ia .°12.1 • V 037 AFRO Tu43.0 • P74N an 74306 07004 •2.43 70300.07004 001:4 LNO ....p.SILt.ix 1 1414N 67.31 0.I I 74307-02006 70.63 70AIS 7030 -0]000062 ALHQ t r;442 ;i 4isga07.0 ittg A R , 1 41. 1 ral; 34 042 ACNO 765000/060 042 104 4.§g . a 1 ELF .asta 'aspo.00 O.1>.60 'nom* 7000 '76500-07000 102 ........... • 044 0 H001 ORR Any 1 74N 11137.00 ,ngg i *s.s..., Phon.n.. '7'20 .2; 324110" Wra 0 0.:44013.40040 Duel I 1•74N 0.00 000 70212-03005.10 1 AL NO Coctpll 000041 0401 1 P7414 0.00 —rran56 . (2..t0 / 76212-03004 Ave boo Atussoier3.8 . moo 4 74212.03 ni nut. iCay 1 P74N 000 000 76312.03004 04. SAC Omel Anne 1 P74N 0.00 0.00 70900.073.2.042 SAC AN i PO4N 000 0 04, 13334746:666- nr 014 m,a AL RC, lei . pe,..i nn •-• 22 i ii -0.2 J. firen p. :u :It. to nib aWPN 00cta , 000 _._.. .s6.343 7 4"tAci„ta.,...r.a 34 . 4 c`. •M4 Oh. V 70207.01130-.0, ALSO 6".•1 • POON PAPO PAPO A 14 'Jen. Pen.' Any 301N PAPC.1 PAPO 011-02 PAPO PAPO A E Cktr ' 1 " ..140 Any • 351.4 62405 AC RO dna , • 3STN 120.05 403.00 la Ex I 000 v in P7414 )M1 1176.3{ 0 01 SDNY_GUL21330130.65 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261795 EFTA02727562 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/16/07 3 4/13/07 F006-S76-004 PACE 1 of 11 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76TD6167 CONTRACT DATE 4113/06 B.D.M. NO. C.W.A. NO. THROUGH CONTRACT AMENDMENT 1 Dated 3/30/07 SUBJECT Completion of S-76C++ Aircraft 760656-658 667Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE S SCHEDULE) MODEL: S7601+ SPEC / REV: SERIAL NUMBER: 666 658 667 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Apr 2007 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Sep 2007 DETAIL WORK DESCRIPTION ATTACHED. Release aircraft 760666 668 667 me Keystone Complelon Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Strapping of aircraft from 760655 to 760658 per Program Manager's direction. X s. 2 Configuration changes per amend 1 and revise FSI value to reflect 2007 pdce. X X 3 Swapping of aircraft from 760658 to 760667 per Program Manager's directifen and revise KHC value to inaide NRE for silencer. X X Period of Performance: ( April. 2006 Vim October, 2007 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager in). ,,,,,„...a.. 4/16/07 Finance 4,4 ay a hairrif of W. idler* 4116107 SONY_GLIVODOWSE SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261796 EFTA02727563 • I PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/16/07 3 4/13/07 F006-S76-004 PAGE 2 of 11 Statement of Work: This PWA authonzes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authonzes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in. with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: W8S-(SiN: 656,66$4 Description (S/N: 667) Hrs Total AC-SO4.1.01.0A ..,« 1-7.'4 t- -gni •••-.1%,41....,34 Post Ticket Ferry/Accept Flts 140 $ 30,470 AC-SO4.1.01.1B ACB 40 $ 4,066 AC-SO4.1.01.1C Engineering-Avionics 313 $ 33,029 AC-SO4.1.01.10 Engineering-Interiors 315 $ 34,397 AC-504.1.01.1E Engineering-Flight Sciences 100 $ 10,164 AC-SO4.1.01.2A Keystone Completion $ 1.836.029 AC-504.1.012B SAS Materials-Com .letion $ 95.119 AC-SO4 1.01.3A Technical Publications $ 15.758 AC-SO4.1.01.4A FSI Standard Training $ 66,460 AC-504.1.01.4C Additional Training-1 pilot 1 mechanic $ 36.855 AG-SO4.1.01.6A Customer Gift Certificate $ 2,000 AC-504.1.01.60 AAG SUPPORT (20 HRS) $ 100,980 AC-504.1.01.6E Management Reserve S 50.000 AC-504.1.01.6H Helotrac $ 10.455 AC-SO4.1.01.8A Extended Warranty $ 49,928 AC-504.1.01.9A Strip List $ (124,094) Total $ 2,251,614 SAS Material per completed aircraft: OH Lateral Absorber Bifilar 5P Float Kit PIN 76080-20501-043 P/N 76107-08100-042 P/N 76016.02002.018 SDNY_GIMII0130.68 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261797 EFTA02727564 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/16/07 3 4/13/07 F006-576-004 PAGE 3of11 • AAG - Charter Time - Charter Time —Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Slkorsky's subsidiary, Associated Aircraft Group (-AAG'). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with MG for two years after execution of this Agreement. Action — Purchasing (R. Dunlap/G. KaHaven). Please inform Turbomeca that the following S76C++ aircraft sin 760555e56 667 with following Turbomeca Engines was sold to the following customer: Air Ghlsialne, Inc. (Jet Aviation) 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Mr. Larry Visoski Aircraft S/N 760485-658 667 with Turbomeca Engines S/N TBD (LH) and S/N TBD (RH) The following commitments are specified in the S76C++ New Helicopter Sales Agreement (S76TD6167). The information specified in this PWA is only a highlight of the requirements. Please see the released Sales Agreement for more details regarding these commitments. Action — Information Technologies (D. Blackmorel • Create a MyCompletion Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Mike Loschiavo — S76 Program Manager (203) 386-4536 o Dan Dennis — Customer Service Manager (203) 416-4241 o Howard Lennon- Regional Sales (203) 267.7208 Action — M. Merlotti (should be charge to an expense P.0.1 • Place purchase order for (Six) 6 display models with Microwest, 1312 West Collins Ave Orange, CA 92867, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Mike Loschiavo. • Order customer gift certificate from GBG, The Corp Gift Source. 204 Spring Hill Road, Trumbull. a 06611, (203) 459- 4424 in the amount of 52,000.00, made out to Attn: Mr. Larry Vlsoski • Order metal plaque from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459- 4424 -customer gift box. This plaque should state the following To commemorate the delivery of Aircraft S/N 760686 en 667 Air Ghislaine, Inc on the specified delivery date. Action — Engineering (T. McTaggart Charlie Hayden! IV - CONFIGURATION FINALIZATION • Finalization Dates — The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize SDNY_GLEA32:O292613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261798 EFTA02727565 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/16/07 3 4/13/07 F006-376-000 PAGE 4 of 11 the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other Action — G. Wall. D. Carew. T. Sandberg. P. Perschbacher VII- HELICOPTERRELATED PROVISIONS • Type Design and Production Approval —The Federal Aviation Administration ("FAA") has granted Sikorsky Type Certificate HINE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. Action — Customer Service (K. Perry. C. Baker. T. Shield. D. McCort. M. Pavia): V. WARRANTIES • Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Executive Helicopter Warranty (3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first). VII - HELICOPTER RELATED PROVISIONS • Publications — With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of SDNY_Glidvtintfa SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261799 EFTA02727566 PROGRAM WORK AUTHORIZATION REI FAgg REV NO REV DATE PWA NUMBER 4/16/07 3 4/13/07 F006-576-004 PAGE Sall the Deluxe Executive Helicopte at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of op ions, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracT" - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII - TRAINING PROVISIONS 1. Training - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyers option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: codified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one ft ) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufacturers facility. This course is approximately five (5) days in duration. SDNY_GII/R12300030 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261800 EFTA02727567 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/16107 3 4/13/07 F006476-004 PAGE 6of11 HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator. ALT 556 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 ENS with 5" x 6" Indicators Displaying Airspeed. Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Ai• Data Computers. Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators. 10 KVA AC Generator, Dual 375 VA Static Inverters, Avionics and EFTS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks. one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets. One six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System. Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter. ADI-335D Standby Attitude Indicator with Nav1/Nay2 Select, ELT 406-m-iM wr Satellite Frequency, Electric Door Locks — Cabin, Single Action Door Release, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System. Heated Glass Windshields, and Engine Inlet Barrier Filter SDNY_GLIV0130EME2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 MI EFTA02727568 • PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4116107 3 4/15/07 F006-576.004 PAGE 7 of 11 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME. 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36102—Multi-Function/Moving Map Di-splay-,-Garmin AT-MX-20 (Delete per amend 1) 36103--Chart View Option-for the Garmin AT-MX-20(Delete per amend 1) 36104 GMX-200 Multi Function Display, Garmin (Added per amend 1) 36105 Charterview for GMX-200 MFD (Added per amend 1) 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81A PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch SoNv_GlIttvb130C92S3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261802 EFTA02727569 • PROGRAM WORK AUTHORIZATION RELEASE 4/16/07 REV NO 3 • REV DATE 4/13/07 PAGE PWA NUMBER F006-S76-004 8 of 11 panels to control cabin systems, tinted inte ior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/info mational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench -'/. Place 63036 -Fwd-Facing-Divan V.Place wIFold Down Center Table-and-fold-down-Arm-Rests (Delete per amend 1) 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight INTERIORS (Continued) 70016 Sheepskin Seating -Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage. LH Controls Closet 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 R3001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 11(7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights S D NY_G ittvt MOM SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1 803 EFTA02727570 • PROGRAM WORK AUTHORIZATION RELEASE 4/16/07 REV NO 3 REV DATE 4/13/07 PAGE PWA NUMBER F006.S76.004 9 of 11 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref code 32024) 90007 MX20 display to be installed on the right and the MFRD on the left 90008- Cell Phone-interface in cabin-te-allow-cell phone-to be plugged•in-ancicommunication enabled through-cabin-Bose headsets (ref. Headset-Companion-Audio Interface # 4149Ar Sportyls-P4lot-Shop) (Delete per amend 1) 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be surfaced with coarse non-skid (Added per amend I) 90013 Fwd facing bench seat. 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. (Added per amend 1) 90015 Sheep skin throw carpet for cabin floor. (Added per amend 1) 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads (added per amend 1) 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work (Ac/de./per amend /) 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre￾production prototype. (Added per amend 1) SoNv_GII/tvt)1X3Ckala SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1804 EFTA02727571 • • WORK AUTHORIZATION L RELEASE REV NO REV DATE PWA NUMBER 4/16/07 3 4/13/O7 F006-S76-004 PAGE 1O of 11 90021 Cell phone interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. (Added per amend I) Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supers Won. The parts will he stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at keystone and before induction into the Part 145 sONY_SILMI23030.76 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)261805 EFTA02727572 PROGRAM WORK AUTHORIZATION RFI FASF REV NO REV DATE PWA NUMBER 4118/07 3 4/13/07 F006-S76-004 PAGE 11 of 11 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal COD • Pi • . 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AS* III.M•EAurialla:nlar Fir.iiil EiLrsroct :,.14 IWEIMMI! ' l 7= " C-- IIIKaSa V= :••=r ) 1.--- Er,37 ••• -•:' oo r =M CA' •X • a_r: Ada Iln•r -, ':•• Xt. - Kea Ho, anazim alai. gt:MR6 L INS _ - 2.0 • .1. - • Ii i . CIC• • =U.." El 4:gt IIMA 12,<I5 5• •••51 7 .V-ir •o••••• =MK+ cs IllrflanNiMtkl.: •1 IllIrROMIthi r0.07e1•2•01 'I [M-1it-s' 1 . trr.....maJaiLaTAW9S/W `ITS M•M• Iff•Za.:1 . / .: af - - 1___ ....- - 1410-1F. , P. WSW.; :•IZINI imimi swip • v••• a.= la - I 'AIM I TI rcrc M:• L• A• Pa flata =.2-.1 • 1•11ant - I) aaaaf "gaRl W -CS . 'J.. , If-mai-UM IIMIMMIM Li- t. ( <Ain.. utility -- taMilli m M M -,La • a r ‘ • soNy_Gunroncoazis SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261806 EFTA02727573 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/9/07 2 4/2/O7 F006-S76-004 PAGE 1 of 1 1 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER 5767136167 CONTRACT DATE 4/13/06 B.D.M. NO. C.WA. NO. THROUGH CONTRACT AMENDMENT 1 Dated 3130/07 SUBJECT Completion of S-76C++ Aircraft 760666 658 Air Ghisla ins, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: S7600+ SPEC / REV: SERIAL NUMBER: 456 658 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Apr 2007 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Sep 2007 DETAIL WORK DESCRIPTION ATTACHED: Release aircraft 760655 658 the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Swapping of aircraft from 760655 to 760658 per Program Manager's direction. X 1 Configuratica changes per amend land revise FSI value to reflect 2007 price. X X Period of Perfomunce: I April. 2006 Wu October. 2007 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager 40 s essalisse 415/07 Finance 70 „int 419/07 SDNY_GIAM32:03CEM SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261807 EFTA02727574 • • PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/9/07 2 4/2/07 F006-S76-004 PAGE 2 of 11 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky.. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: WBS (SIN: 655) Description (SIN: 658) Hrs Total AC-S04.1.01,0A Post Ticket Ferry/Accept F Its 140 $ 30,470 AC-804.1.01.18 ACB 40 $ 4,066 AC-S04.1.01.1C Engineering- Avionics 313 $ 33,029 AC-504.1.01.1D Engineering-Interiors 315 $ 34.397 AC-SO4.1.01.1E Engineering-Flight Sciences 100 $ 10,164 AC-SO4.1.01.2A Keystone Completion $ 1,797.229 AC-304.1.01.28 SAS Materials-Completion $ 95,119 AC-S04.1.01.3A Technical Putfitcations $ 15,758 AC-SO4.1.01.4A FSI Standard Training $ 66,460 AC-SO4.1.01.4C Additional Training-1 pilot 1 mechanic $ 36,855 AC-804,1.01 6A Customer Gift Certificate 1 2,000 AC-504.1.01.6D AAG SUPPORT (20 HRS) S 100,980 AC-504.1.01.6E Management Reserve $ 50,000 AC-SO4.1.01.6H Helotrac $ 10,455 AC-SO4.1.01.8A Extended Warranty S 49,928 AC-504.1.01.9A Strip List $ (124.094) Total $ 2,212,814 SAS Material per completed aircraft: OH Lateral Absorber Bifilar 5P Float Kit P/N 76080-20501-043 P/N 76107-08100-042 P/N 76016-02002-018 SDNY_GLIVOITOBOn SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 2)0261808 EFTA02727575 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 449/07 2 4/2/07 F006476-004 PAGE 3o111 • AAG - Charter Time - Charter Time —Sikorsky shall provide to Buyer twenty (20) hours of 5-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group (-AAG). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (R. Dunlap/G. Katfavanl Please inform Turbomeca that the following 576C•• aircraft s/n 760666 658 with following Turbomeca Engines was sold to the following customer: Air Ghistaine, Inc. (Jet Aviation) 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Mr. Larry Visoski Aircraft S/N 760666- 658 with Turbomeca Engines S/N TBD (LH) and S/N TBD (RH) The following commitments are specified In the S76C++ New Helicopter Sales Agreement (S76106167). The information specified In this PWA is only a highlight of the requirements. Please see the released Sales Agreement for more details regarding these commitments. Action — Information Technologies (D. Blackmorel • Create a MyCompletion Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Mike Loschiavo — S76 Program Manager (203) 386-4536 o Dan Dennis — Customer Service Manager (203) 416-4241 o Howard Sermon— Regional Sales (203) 267-7208 Action — M. Merlotti (should be charge to an expense P.0.1 • Place purchase order for (Six) 6 display models with MicroweSt, 1312 West Collins Ave Orange. CA 02867. (714) 771-2521. These models are to be painted in the Customer unique paint scheme including customer registration number. Have the completed models shipped to 8AC, attention MIke Loschlavo. • Order customer gift certificate from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459- 4424 in the amount of $2,000.00, made out to Ann: Mr. Larry Visoski • Order metal plaque from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611. (203) 459- 4424 -customer gift box. This plaque should state the following To commemorate the delivery of Aircraft S/N 760666 658 Air Ghislaine, Inc on the specified delivery date. Action — Engineering (T. McTaagart Charlie Hayden). IV - CONFIGURATION FINALIZATION • Finalization Dates — The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize SDNY_GLIV0230fitaBB SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261809 EFTA02727576 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/9/07 2 4/2/07 F006-576-004 PAGE 4 of 11 the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other Action — G. Wall, D. Carew. T. Sandberg. P. Perschbacher WI -HELICOPTER RELATED PROVISIONS • Type Design and Production Approval —The Federal Aviation Administration (-FAX) has granted Sikorsky Type Certificate H1NE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. Action — Customer Service (K. Perry, C. Baker. T. Shield, D. McCorv. M. Pavia): V. WARRANTIES • Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Executive Helicopter Warranty (3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first). VII -HELICOPTER RELATED PROVISIONS • Publications — With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of SDNY_Gigv1323000,90 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261510 EFTA02727577 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 4/9/07 2 4/2/07 F006-S76-004 PAGE 5 of 11 the Deluxe Executive Helicopte at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • Helotracm - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. Viii - TRAINING PROVISIONS 1. Training - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ('IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyers option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter, or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufacturers facility. This course is approximately five (5) days in duration. SDNY_GL9/02TOMEI2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261811 EFTA02727578 • PROGRAM WORK AUTHORIZATION RELEASE 4/9107 • REV NO REV DATE 2 4/2/07 PAGE PWA NUMBER F006-S76-004 6 of 11 HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft: Dynamic System - Two Turbomeca Arriel 2S2 engines. and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS). with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin - A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other - Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 555 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6' Indicators Displaying Airspeed, Altitude and Vertical Speed. Dual Litef AHRS. Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual 375 VA Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches. three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords. Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter. ADl-335D Standby Attitude Indicator with Nevi Thav2 Select, ELT 406-NI IM w/ Satellite Frequency. Electric Door locks - Cabin. Single Action Door Release. Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields. and Engine Inlet Barrier Filter SDNY_GLIV025O13O3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261812 EFTA02727579 • ' PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 419/07 2 4/2/07 F006S76.004 PAGE 7 O111 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36102 Muth-Fufiction/Moving Map-Oisplay,Garmie-AT-MX-24:1-(De/efe per amend 1) 36103-Chart-View Option for the Garmin AT MX-20(Delete per amend 1) 36104 GMX-200 Multi Function Display, Garmin (Added per amend 1) 36105 Charterview for GMX-200 MFD (Added per amend 1) 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81A PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package. Ultraleather or Ultrasuede interior panel upholstery, ECS ducting. cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8). cabin door threshold lighting, membrane switch SIDNY_GIUM3231333134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261S13 EFTA02727580 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO REV DATE PWA NUMBER 4(9107 2 4/2/07 F006S76-004 PAGE 8 of 11 panels to control cabin systems, tinted inte ior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/info mational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner. Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench - 3/4 Place 63036-Fwd-Facing Divan -'/4 Place-w/Fold Down Center Table and fold down-Arm-Rests (Delete per amend 1) 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight INTERIORS (Continued) 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents. Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76.207 82001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights ti SDNY_GIEW0230OOBB SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 814 EFTA02727581 • • PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 419/07 2 4/2/07 F006-576-004 PAGE 9 of 11 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref code 32024) 90007 MX20 display to be installed on the right and the MFRD on the left 80008—Gel+ Phone-interface-in-cabin-to-allow-ce14-phone to be plugged in and-communication enabled through cabin Bose-headsets (refrkleadset Companion Audio-Interfac,e 4149A. Sporty's-Pilot Shop) (Delete per amend 1) 90009 Audio input jack in cabin for 1pod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding stops to be surfaced with coarse non-skid (Added pre amend 1) 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. (Added per amend 1) 90015 Sheep skin throw carpet for cabin floor. (Added per amend I) 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads (Added per a Mend I) 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work (Added per amend I) 90019 Do not install the 63000 magazine storage in lower cabin doors tAlded per amend 90020 Custom upholstery/cushion fabrication requiring customer approval via pre￾production prototype. (Added per amend I) SDNY_GIND2303a86 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026 IS IS EFTA02727582 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO REV DATE PWA NUMBER 4/9/07 2 4/2/07 F006-S76-004 PAGE 10 of 11 90021 Cell phone interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. (Added per amend 1) Strip List: RCMs al of the baseline Production Aircraft pans listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsks Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Kesstone and before induction into the Part 145 SDNY_GIN0230a0.88 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)261816 EFTA02727583 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 419107 2 4/2/07 F006-S76-004 PAGE 11 of 11 operation. Component removals (Strip list) shall be performed per Sikonky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal. gn ttir i izeStIng__ri t a....., OWA1P NOPAENCLATURt CITY Wok L.C•C *II Cat Total Value pan.....p. 0.......... 07•70.7. I *5250.1.65 AMR0 7016,an .rnp....m. 4 !WON, / 1604.00 1 0441.00 P . . 64:640 BOON Convoy. .004 _ Thipl. 54106 01 0102 Stanclowel Ainweb tales. Paola X3775.22222 .011 SAC a nail "ITT5.2 AC/3A SAC 60.1 a.w sa, 166.1) 33775•52008•011 SAC C .Yin 164160 • ]66 00 35776-47574.011 Ilnet Innen rs33776•37f t AC A .776 .647; As l • qa.1111:1-.."7 ;64 „„t 43 -02 7 42 a . g 5304 nets'. 57.00 164 10x5.00 7O5OO-OO7O1-OA CAC F% era 55 70"6.MY = i 440 53 c., 1a. /6-5•732•10 1. SAC R,,, 3 Pr5044 76.64 x3653 • 11002 (PTA Radio TuninkUn 15 £R4 NAV C NH... 10 •3.030 A I 0 M Comte. 114660 (CTL P7AN ,06, 10 • • 350.20 gr }I' 5:;:r 02245 F= CM :I 407-0660).046 6.1,.......69 Plasm 3 P74N AY 04041 1025 0 I Mode II XPNO .TO IM ens gr ag :6 0 22 x.0.001 ALHO TOM-90 il HP.90TonOr HT I Peaty AI RS?. C1 .4n0 . 6 Ad .v a • ie. I ..... 700.00 700.00 A.6950 CAC/ 02 Ad • et r 1 RilrrHp:. 0.6. 6. Vertical ard ter 1.666b•Teernons :22.4.1:3. . . 4 Sra • R••••• • 1•2 • A sai RCLS AN3 sp• Comm• I POOH 664.x5 006 .66 • Aver•deneediSonth -"M —P741.1 , IS 650 00 skaattus 7007790-104 RO Waiminot P7AN 10 70700 10 707 00 36120 Hen II ni XI Luncllen saes. Oleel.v trFRO 'inTS5-1 -.46 1 FRO eelner Red..Indicalet 4 P7441 40.707.60 40.767.66 F.H.HannwHel THer‘ 7•500.0/050.01• Ak 0 b06.1 Vent ...tetr,..„, V AF0t0 qtr. I POON o.o6 0.66 • AGRO 1 POOH 1.366.00 1.360.00 _.1••• 213632- •••_1 C eitn•••• /574N 6 1070 00 3166037-1 AEBV TP6 Ay •••74/4 .. 900 . -4 *Eno l'ine I " 7" 4 0-0° 000 a.• , 52-7.,2 ACRD PrInatir• Ttnelloc.•• 1 P74N 600.00 600.00 43776.64 2i0.0.4 s Actor. 6. so. 1 38TH id 407.23 its* i0 - 70306-07004-570 • an :8 7: 0.00 7.. "41r......7 Tube I P7414 .3.t *6.'4 76307.03006-07. AeM0 4= 1 1474N 66 26 05,20 / 010 7-0 >000-072 7•14114 GA 6.4\.._ 66.55 70150-040•3011 3:8 ilanol Install re.43O-O1O41-64 1 AtHR 1136. :1 Asz O-57./S -O4? • • 0-0700i •403 .3.1.5. 0 1 POO 0 '07.00 • 141.00 0.07003..03 AC/40 flus)W•npor R741q 700.00-07050-611. Nem Writ .64 763116-(17004•057 = 10 9 Tub.. Any I 074N •2.63 •2.03 76306-07004-060 'Tube Ann naci-oaoon.o40 Mg ube An•Y CW•44 70 6 t; 115 307.03006-082 AFRO r.,00•••• Sia 301g;.Stnary: VC.; :; 4.176 ea ;el; iii § Trt 1 03 40 '7 a • .013 I I Our, Awe 1 •70N o.coo 2fli 0.00 f • . • ACRD ba at Ai. P76.1 4 600.07600-104 AFRO Vetn 613 00 &rink 76500.07004-102 ACt40 Adapter SOO 00 7O2n-O3OO4Q44 Mn! 11...1144v P74N 0 0000 07.00 567.00 162l2.020A• 641 a cp 'tee! Phrm! 1 P74.4 0.00 0.00 '9611 x.0101,.10. ARROp Coc5041 De, 0.1 Oucl I 6; 4A 818 . CF, F 76312•03005•101 A040 Co. • t • foal DuCI 000 tscs miSpes I / 1 020 66 'sr i Asa 000 ...2 I 00.4.4 °'°°---6.0 0 31776-64050.0 4 6.5R 33776-0.4 A J 4W ITS72•-• 7.01 1.O 4rdr2. Ks... lac,. Dee. Vent. 145203 1 0.00 1463.04 rAgrp WT..f fi lliE l etdial014 0.00 70207.01136-101 AFRO P.n.s N AFRO Vent Paean Assay 1 IBTN N — PAPOr PAPO PAP4:E ...fano vent Panel •••• PAPO *6140 011/usar TN 130.06 40360 MOO LID?. I Am 1 si SDNY_GitaVOZIGE8188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261817 EFTA02727584 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1122107 1 1/2i/07 F006-S76-004 PAGE 1 of 10 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76TD6167 CONTRACT DATE 4113106 B.D.M. NO. C.WA. NO. THROUGH CONTRACT AMENDMENT SUBJECT Completion of S-76C++ Aircraft 760666 658 Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: S76C++ SPEC / REV: SERIAL NUMBER: 666 658 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Apr 2007 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Sap 2007 DETAIL WORK DESCRIPTION ATTACHED: Release aircraft 760666 658 the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Swapping of aicraft from 760655 to 760658 per Program Managees direction. X Period of Performance: I April, 2006 dim October, 2007 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager inflire t ratiartre 1/22/06 Finance t jabs, 1122107 SDNY_GLIVOLOGEWEI SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261A16 EFTA02727585 • PROGRAM WORK AUTHORIZATION RELEASE 1122107 REV NO REV DATE PWA NUMBER 1/21/07 F006-576-004 PAGE 12 of 10 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: WBS (SIN: 655) Description Hrs Total AC-SO4,1.01.0A Post Ticket Ferry/Accept Flts 140 $ 30,470 AC-804.1.01.18 ACB 40 $ 4.066 AC-504.1.01.1C Engineering- Avionics 313 $ 33,029 AC-504.1.01.1D Engineering-Interiors 315 $ 34,397 AC-504.1.01.1E Engineering-Flight Sciences 100 $ 10,164 AC-504.1.01.2A Keystone Completion $ 1,754,803 AC-SO4.1.01 23 SAS Materials-Completion $ 95,119 AC-SO4.1.01. 3A Technical Publications $ 15,758 . AC-504.1.01.4A FSI Standard Training $ 59,604 U AC-504.1.01.4C Additional Training•1 pilot 1 mechanic $ 36,855 AC-SO4.1.01.6A Customer Gift Certificate $ 2,000 AC-SO4.1.01 6D AAG SUPPORT (20 HRS) 5 100.980 AC-504.1.01.6E Management Reserve § 50,000 AC-SO4.1.01.6H Helotrac $ 10,455 AC-504.1.01.8A Extended Warranty $ 49,928 AC-SO4.1.01.9A Strip List $ (124,094) Total 2.1 .532 SAS Material per completed aircraft: OH Lateral Absorber Bailer 5P Float Kit P/N 76080-20501-043 P/N 76107-08100-042 P/N 76016-02002-018 SDNY_SktMlit0C9199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261819 EFTA02727586 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1/22/07 1 1/21/07 F006-576-004 PAGE 3of 10 • AAG - Charter Time — Charter Time —Sikorsky shall provide to Buyer twenty (20) hours of 5-76 charter time in the metropolitan New York area through Sikorsky's subsidiary. Associated Aircraft Group (AAG'). The benefit of these services may be used by Buyer upon reasonable request. subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (R. Dunlap/G. Katfavani Please inform Turbomeca that the following S76C++ aircraft sin 760666 658 with following Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Mr. Larry Visosld Aircraft SIN 760666- 658 with Turbomeca Engines SIN TBD (LH) and SIN TBD (RH) The following commitments are specified in the S76C++ New Helicopter Sales Agreement (S76706167) The information specified in this PWA is only a highlight of the requirements. Please see the released Sales Agreement for more details regarding these convnitrnents. Action — Information Technologies (D. Blackmore) • Create a MyCompletion Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Mike Loschiavo — S76 Program Manager (203) 386-4536 o Dan Dennis - Customer Service Manager (203) 416-4241 o Howard Sermon- Regional Sales (203) 267-7208 Action — M. Marlotti (should be charge to an expense P.O.1 • Place purchase order for (Six) 6 display models with Microwest, 1312 West Collins Ave Orange, CA 92887, (714) 771-2521. These models are to be painted in the aistomer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Mike Loschiavo. • Order customer gift certificate from GBG. The Corp Gift Source. 204 Spring Hill Road, Trumbull, CT 0661 I, (203) 459- 4424 in the amount of $2,000.00. made out to Attn: Mr. Larry Visoild • Order metal plaque from CBS, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459- 4424 -customer gift box. This plaque should state the following To commemorate the delivery of Aircraft SIN 760656 658 Air Ghislaine, Inc on the specified delivery date. Action — Engineering (T. MeTaggart . Charlie Havdeni IV - CONFIGURATION FINALIZATION • Finalization Dates — The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize SDNY_GlaM3230C9:180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261820 EFTA02727587 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1/22/07 1 1/21/07 FOOS-576404 PAGE 4 of 10 the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other Action — G. Wall. D. Carew, T. Sandberg. P. Perschbacher VII HELICOPTER RELATED PROVISIONS • Type Design and Production Approval -The Federal Aviation Administration ("FAA') has granted Sikorsky Type Certificate H1 NE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. Action — Customer Service (K. Perry, C. Baker, T. Shield. D. McCorv, M. Pavia): V. WARRANTIES • Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Executive Helicopter Warranty (3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first). VII -HELICOPTER RELATED PROVISIONS • Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilots Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the Information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of SDNY_GIMILIDOWI2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261521 EFTA02727588 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1122107 1 1/21/07 F006-S76-004 PAGE 5 of 10 the Deluxe Executive Helicopte at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTm - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII TRAINING PROVISIONS 1. Training - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic: one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. SDNY_GIAVOIMEL93 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261822 EFTA02727589 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO REV DATE PWA NUMBER 1122/07 1 1/21/07 F006-S76-004 PAGE 6 of 10 HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit - An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin - A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other - Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 55B Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFTS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed. Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System. Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator. Dual 375 VA Static Inverters. Avionics and EFTS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3' Backup Airspeed Indicator and Altimeter, ADI-335O Standby Attitude Indicator with Nay1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks - Cabin. Single Action Door Release. Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440. Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SDNY_GUA311O81114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 823 EFTA02727590 • • PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1/22/07 1 1/21/07 F006-S76-004 PAGE 7 of 10 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual • Mode S Transponders w/Diversity TDR 94D 11037 DME. 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36102 Multi-Function/Moving Map Display, Garmin AT MX-20 36103 Chart View Option for the Garmin AT MX-20 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81A PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin SDNY_Gtmanoenso SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261824 EFTA02727591 • PROGRAM WORK AUTHORIZATION L RELEASE 1/22/07 REV NO 1 REV DATE 1/21/07 PAGE PWA NUMBER F006-S76.004 8 of 10 and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench -'/. Place 63036 Fwd Facing Divan -'/. Place w/Fold Down Center Table and fold down Arm Rests 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks. Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight INTERIORS (Continued) 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76.205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - -Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot SONYGLIA3 96 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261825 EFTA02727592 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1/22/07 1 1/21/07 F006-676-004 PAGE 9 Of 10 86016 Pencil Holder 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed In Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref code 32C24) 90007 MX20 display to be installed on the right and the MFRD on the left 90008 Cell Phone interface in cabin to allow cell phone to be plugged in and communication enabled through cabin Bose headsets (ref. Headset Companion Audio Interface # 4149A, Sporty's Pilot Shop) 90009 Audio input Jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled vi SDNY_G IMIR3aCIE05 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261826 EFTA02727593 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 1/22/07 1 1/21/07 F006-S76-004 PAGE 10 of 10 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored 'n a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02.087 - Baseline Production Aircraft Part(s) Removal. COON • • Ion N. P/N Mr iliFFIR IRIPIR IM tsIl ne ll. WWI. L1:=M ; • Mal CUM MISS -I Lr -FT-',"Srra [JAIL- : .. .- fa OE A•.7.2aa I IX •• :IX 'I (ACM I !Tr i WERglialltMl ' . 2 .0444 70 30 MR; i ita .n litr • POON 20D 00 th i l.HICIR=a • el no oe ME Sat Iti IISIAJ8ItiaM• M ilall. a EL= =- Hi= .0 fi e . ' 70 is Mil U iter#19.1001111a tr4aThiggigt@MM . . ' . ill • 74N -74:4 MS* . . eraMIA; a . . ll H • 7'1%1 103 24 47 re • " ACRD In in • • ...LIAO :ler affl EMR. lar-ast II7aN WII&I,Jrrai 2 634 DO l.tig.I=L'ZITIrrIt•ITTiri Ma. KOJH AAR° IR MEM see 2o Baia 104121•1•=la I! 1.1•1 Ca aa l• ..1-ZT.M M:ZICIZMISJUrfll EF.X.T.Ii= CD EZIAL.1.-1,0aMMIL I SS 30120 IO • in St • trix:rm._-,..,la .-. amsrM, -7.f , • • t— M ..x..:. 00 • . 1 32000 • 300 00 120032.. 1 7.07000 707000 I, 0 I . 0 0 0 i 00000 000 .00 • 4 0 40407 23 U 4.. ill•S W.lit1211a.r1r1 -Izi: a tisztla li ii 000 =ti H I.3.442 T.II -n..aat.lanI CEp Cillt• mmi1 m zpfia O rait :v His.uts=,IZECCM E13eit • • U • • • • J'r 1 • • • UECO C23..0C O MO.3473iONIZMJWFOEU Hejt j a nti4binifflI MI . • • - • • • . • .. HIMINISI iirlMO4ISLECI . ki atcsrfais U "" n a_ m kitiwiaiis - ' '' O Mila .C• I *VOIR Er": ? • . IL ••E• SS AbLgin - Ma lnrl • .n o. . a MILLI' d • • itCE,.....34t....x•IriMulamai , _ nimiartmoari IL.SZ"-tiq - ' 5D1W-Tiat•=0 r0. • =MI 0 IMICIMI _so . -1:3 lt 1•nalism - .0 • • -•301a-• 4.0 Ly.__.. Sala ril - • u.p rev • • • 4:: L3 tal. r" Coc.. t. MI anin arm .x:;:, Ert.. ci.. t e t. muli, mc,nxt.4 utstra,._,a.Lt [yza ocn an. a SAL:741 a/LI] ... • ....1-E•ra L L.re 0,711 M -MM.SZli.M'ar•Ig E. . : . E-7Wig illailliniii . '-' ktitg•F•mr•rra 0 CIZMalEILASUI .a .i . •_..11.111 0.00 Mr E rta-ne zil. . .•- fl••• 111121Eat I , •37, SI• 01.11r-T•tr-T.1,31fl- MM inkg• -r t_t_09±,1 - , K.IPTTIZI 0 CAISI122) • ' I el nanuswag.. 1.4.9aN MMEIJOIMfliZZO n IN --NZ IM aZ.7 lall PAPO L‘arrnralrizr Vanciar L.11..t. • - Crtz.uam • IT3IFM -- Et M...11:12ataa s.. 12•11 • =MIIIM IL • • MZSIEs3=ICI ° TeW .24.003 SDNY_GLIMIP3C9388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261827 EFTA02727594 PROGRAM WORK AUTHORIZATION RELEASE 5/23/06 REV NO REV DATE PAGE PWA NUMBER F006-S76-004 1 of 10 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76TD6167 CONTRACT DATE 4113106 B.D.M. NO. C.W.A. NO. THROUGH CONTRACT AMENDMENT SUBJECT Completion of S-76C++ Aircraft 760655 Air Ghlslalne, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL• S76C++ SPEC / REV: SERIAL NUMBER: CM SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Apr 2007 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Sep 2007 ✓ DETAIL WORK DESCRIPTION ATTACHED: Release aircraft 760655 the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X Period of Performance: i April. 2006 thru October. 2007 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager *V ante!~ 5/23/06 Finance W Jaffa 5123/06 SDNY_Glitrttlf003i99 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261828 EFTA02727595 RELEASE REV NO 1 PROGRAM WORK AUTHORIZATION 5/23/06 REV DATE PAGE PWA NUMBER F006S76.004 2 of 10 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone 5.76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in. with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: WBS (SIN: 655) Description Hrs Total AC-SO4.1.01.0A Pre-Ticket Ruh! Test and Support 140 5 30.470 AC-SO4.1.01.1B ACB 40 $ 4,066 AC-504.1.01.1C Engineering-Avionics 313 S 33,029 AC-504.1.01.1D Engineering-Interiors 315 $ 34,397 AC-504.1.01.1E Engineenng-Flight Sciences 160 S 10,164 AC-SO4.1.01.2A Keystone Completion $ 1,754,803 AC-504.1.01.2B SAS Materials-Completion $ 95,119 AC-504.1.01.3A Technical Puolicattons S 15,758 AC-SO4.1.01.4A FSI Standard Training $ 59,604 AC-SO4.1.01.4G Additional Training-1 pilot 1 mechanic 5 36,855 AC-S04.1.01.6A Customer Gift Certificate 5 2,000 AC-S04.1.01.6D MG SUPPORT (20 HRS) t 100,080 AC-SO4.1 .01.6E Management Reserve $ 50,000 AC-504.1.01.6H Helotrac $ 10,455 AC-SO4.1 .01.8A Extended Warranty S 49,928 AC-504.1.01.9A Strip List $ (124,094) Total $ 2,163,532 SAS Material per completed aircraft: OH Lateral Absorber Bifilar 5P Float Kit PIN 76080-20501-043 P/N 76107-08100-042 P/N 76016-02002-018 SDNY_GIAVOBOTIOG SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 829 EFTA02727596 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 5/23106 F006-S76-004 PAGE 3 of 10 • AAG - Charter Time - Charter Time —Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary. Associated Aircraft Group (*AAG-). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with MG for two years after execution of this Agreement. Action — Purchasing (R. Dunlap/G. Kalfavan1 Please inform Turbomeca that the following S76C++ aircraft sin 760655 with following Turbomeca Engines was sold to the following customer: Air Ghistaine, Inc. (Jet Aviation) 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Mr. Larry Visoski Aircraft S/N 760655 with Turbomeca Engines S/N TBD (LH) and S/N TBD (RH) The following commitments are specified in the S76C++ New Helicopter Sales Agreement (S76TD6167). The information specified in this PWA is only a highlight of the requirements. Please see the released Sales Agreement for more details regarding these commitments. Action - Information Technologies (D. Blackmorel • Create a MyCompletion Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Mike Loschiavo — S76 Program Manager (203) 386-4536 o Dan Dennis - Customer Service Manager (203) 416-4241 o Howard Germon— Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.O.1 • Place purchase order for (Six) 6 display models with Microwest. 1312 West Collins Ave Orange, CA 92867, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Mike Loschievo. • Order customer gift certificate from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459- 4424 in the amount of $2,000.00, made out to Ann: Mr. tarry Viseski • Order metal plaque from GBG, The Corp Gift Source, 204 Spring Hill Road. Trumbull, CT 06611, (203) 459- 4424 -customer gift box. This plaque should state the following To commemorate the delivery of Aircraft S/N 760655 Air Ghislaine, Inc on the specified delivery date. Action - Engineering (T. MeTaggart Charlie Havden1 IV - CONFIGURATION FINALIZATION • Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize SDNY_Glidvt2:O31.98 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261830 EFTA02727597 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 5/23/06 F006476-004 PAGE 4 of 10 the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other Action — G. Wall, D. Carew, T. Sandberg. P. Perschbacher VII -HELICOPTER RELATED PROVISIONS • Type Design and Production Approval —The Federal Aviation Administration ("FAA") has granted Sikorsky Type Certificate H1NE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. Action — Customer Service (K. Perry, C. Baker, T. Shield, D. McCory, M. Pavia): V. WARRANTIES • Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Executive Helicopter Warranty (3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first). WI -HELICOPTER RELATED PROVISIONS • Publications — With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of SDNY_GIM23002.92 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261831 EFTA02727598 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 5/23/06 FOOB-S76-004 PAGE 5 of 10 the Deluxe Executive Helicopte at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTm - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII - TRAINING PROVISIONS 1. Training - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. SDNY_GIUM3230$3103 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026153? EFTA02727599 • • tOGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 5/23/06 F008-676404 PAGE 6 of 10 HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit - An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other - Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single AOF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 55B Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed. Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual 375 VA Static Inverters. Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3' Backup Airspeed Indicator and Altimeter, ADI-335O Standby Attitude Indicator with maviimay2 select. ELT 406-NHM w/ Satellite Frequency. Electric Door Locks — Cabin, Single Action Door Release, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SD NY_S liMprg:93194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA JX1261S33 EFTA02727600 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO I REV DATE PWA NUMBER 5123106 FOOB-S76404 PACE 7 of 10 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME. 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers • Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36102 Multi-Function/Moving Map Display, Garmin AT MX-20 36103 Chart View Option for the Garmin AT MX-20 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81A I PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, SDNY_GLIM)130131O5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261834 EFTA02727601 • PROGRAM WORK AUTHORIZATION L RELEASE REV NO REV DATE PWA NUMBER 5/23/06 F006-S76-004 PAGE 8 of 10 illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench -'/. Place 63036 Fwd Facing Divan -'/. Place w/Fold Down Center Table and fold down Arm Rests 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight INTERIORS (Continued) 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step. Retractable - LH 80002 Boarding Step. Retractable -RH 80082 Engine Inlet Covers Storage /S-76C, ) 80086 Maintenance Covers • Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System. Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot SONY GlAtill301.06 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 14:IA2)0261 835 EFTA02727602 PROGRAM WORK AUTHORIZATION RELEASE REV NO REV DATE PWA NUMBER 5/23106 F006-S76-004 PAGE 9 of 10 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref. code 32024) 90007 MX20 display to be installed on the right and the MFRD on the left 90008 Cell Phone interface in cabin to allow cell phone to be plugged in and communication enabled through cabin Bose headsets (ref. Headset Companion Audio Interface # 4149A, Sporty's Pilot Shop) 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled vi SDNY_GIAMXP3193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261836 EFTA02727603 • PROGRAM WORK AUTHORIZATION • RELEASE REV NO REV DATE PWA NUMBER 5/23/06 F006.S76.004 PAGE 10of 10 Strip List: Removal of the baseline Product'on Aircraft parts isle(' belon (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The p ns will be stored 'a a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) sh ill be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Pan(s) Removal. COO! Option Nem. PIN - - Owner - NOMENCLATURE GI TY Stock LOCHS Coot Total Vaea n G715 •a t l•'71S• Ont."' - can 2fonEn4s4.4 4 6.24.42. 044. :06/ I 1WON CC - bi2 P002 Co/mm.1 I nwos 40366 010 Stan49174- 6 • i.n• in •• • _. AC • , Pist1N To. 14A 72 45 60601 onaGn Onatell IP n 1400 2 • Amoy -60 - 75-00_40,01611• YTS￾757604 -7674.044 enel 770403 Th e.1•Ve4riiir neat Wet ell 1177064732-104 - M --- i 76400-0070'.041 MMeAny SOON 1 53 1.33.6.53 Helene! 3 --lbsee Seale • 11002 04701 itocke 0u6no Units e".°621. NAM Con1.01 S0 1- (CT. ad) 4 P74.4 _1. 1 44100 20 422 -0626t7 - AGRO COMM Poi Hne0 ICTI 47) 4- - 4 -”, -. I 200 24 2 , Gonlfol Hama IGTL 0 I •-•74N 00 2 630 00 -Thr"r t4 'I- I ,4 AN 5-4 04.' n • 4 040.4+ 11- W41374001 .7014 04 022- 1 J70-001 46140 0•4410 Tren • NT I 94006 73 .50 ,.<4, -,- )S 0 N 0.00 422 5600-04.7 AFH 02 P4109. 06 a:2420.4 00i. ArtliO CAD 60 2(0.. 4 POON 000 0 .222.44622•202. ACHO I 47404 2.62.200 34001 vori42... Card ter 20•4442. 1...0499••• ...60, 0ar..• _ -a RO- I 12600/ 440 Tar %via AA•92244•6244.9r. 44,4 • 4.2494 •00 /011460. N I RO I 4N 1 , G•0- I CH 44_0147 N HoneW.11 Mutt. ••ancnon 14.04# 0,splay 014450 2 ,,,,( 4,, a I P 4N 6.04+ 4 0.4v.42.44..4.0 A neon 7115004.70504W44 b4V1A024.4111,f *GAO *GAO 000 • TPOON 1 AtAO P7AN i . tat. 650 I 1 4N 00 0.00 an 40610 =, 4. as To. ACitO pupp..aaM I 3sna 10 40 2 10 407.23 70300 ooy-ara AC/40 u. Aay I 1.7.1N 000 0.00 713202-03000-047 70107-01000-07 • ACMO I AN 041 70 116 5 70307-02006072 AtMo 114. 6*a•Dl+ AERO 7134g4410.47r Arno ... Na I LI= 9 • 30 4 t it; W00.070 141 07 13114 1 5.•0 00 00 1 Pit 7 1414 00 76,4 U 0 7.300.07004.067 140 • 1 4N 42.03 IMMinairlia.. 40.330 I 074N 7 70.0 0 7-03006 2 AERO IMp. quY 1 0.74N 61 02 61.02 . 1_, 1 41.74•4 0 MIS 4 0000.04054.043 Si P7 000 9.90 000-4, 00,042_ 1.74N 200.14 20 7 -104 5tat i. „tau 050601000-1 ;it: rof12-030044i44 - 7 AE H AN W M 047.00 1.7.03004.043 5 4" 0.M 000 11•01010.101 1.74N 000 0.00 oil I taCifitl--- P74N 1 1 031 1 -03004.042 P7404 000 6 12 03004.• 1 AA 0 6 • 0751 -04 i PO4N 0 6040060 t 4 0.00 4 as, 9±qm - H S I NS ( enures° 1402.03 SAC • 102-c4 20A0n29,10 .. AERO 4 N r PAP• ACRO V N ACHO V 1 • AS ro .• no..It ep 1..graa ( XI P6A004.127 2 1574N 60703 1 136 ea Total 124,062.01 SDNY_GlittliP3,3108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261837 EFTA02727604 • Sikorsky A United Technologies Company December 31, 2007 Mr. Darren K. Indyke Air Ghislaine, Inc. The Villard House 457 Madison Avenue New York, NY 10022 Attention: Mr. Darren K. Indyke • Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-121407-00L RE: Delivery of Sikorsky S-76C++ Helicopters Serial Number 760667 pursuant to Sales Agreement S76TD6I67 dated March 31, 2006. Dear Mr. Indyke: Your new S-76C++ helicopter is nearing completion of flight acceptance by Keystone Helicopter. The aircraft will be ready on or about Monday, January 7, 2008 for title transfer. The following closing documents are provided for your review and signature prior to that day: I. Sikorsky Invoice (RMS (56456C) attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US $952,825.00 for this aircraft calculated as follows: Sir Helicopter Price Less Advance Payment Less Interim Payment Total Due (at completion services) SI0,365,650.00 -($2,060,000.00) ($7,352,825.00) $952,825.00 The final payment should be made by wire transfer to Sikorsky's Account 57.56685 ABA No. 021-000021 $WIFE: CHASUS33 at JP Morgan Chase, I Chase Tower, Chicago, Illinois 60670. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. SDNY_GLI0323013199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261838 EFTA02727605 • /. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative accepts the aircraft signs this document prior to the closing. 3. Authorized Representative Appointment Letter - Should you plan to have a designated representative with your authorization sign the above documents, please furnish us, with a delegation letter similar to the enclosed sample. Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Air raft C Christopher R. Shurkus S76 Program Manager el? ation SDNYGLIV01O3119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261839 EFTA02727606 12/31/2007 14:88 DEC-31-203? FlarWrrze 2023862121 70:919235471174 Sikorsky Aircraft Corporation 6900 Mari Sweet • P.O. Box 9729 Stratford, ConnecAcut 06615-9129 (203) 3$6-4000 Solo Arement S76TD6167 dated Mama 31.2006 as amended MP TO: Fly-away SOLD Ms obialaino,Inc. The Ward How 457 Madison Avenue New York, NY 10022 rr5M QvANYTIV SNIPPED DOLLARS FART NO DRICRM710). Satiety S-76004 Haliteri /MICENO. INVOICE DATE: PAGE 01 P.4, 9 RMS No. 156456C OUR ORDER NO.:. PA NO.. DATE SHIPPED. NIL NO.: SHIPPED VIA. Flyway Chem Keystone Nampa, PA STIMPFD FROM: Keysions 11e0copecr, CoMcivik PA F.O.B.: Keystone Nelioopta, CoetestAlk, PA USA SHEET NO. 1 oft SuessIty ).td Satert Itikeserosah Iltentaan TS2 Rasa Minn Berle Nomilavok rapiatia MOWN instals= *10.3Thatiky Amen Oes.1 Spoilt*. SICI441142A Reiss Othloi 9.114. The two Twkeltal Ora tnnuattl en tend slate, 412 I OW CI IS sae PA stWilaval 014INIMI a66aSal CRAM Ate the saki Afroot Pantos say be felt by Are transfer ea JP Mena. OS. l Cleo /ewe Cninefta. Orals 60670 Anew •”44415, &SA Na anonym sweaDstatUST3 THANK YOU —JP *saran CiMrAVALANCR BILLED AMOUNT. DEPOSIT PAID ADYANCR PAID Completion Stakes C.rodit Withhold SaJoct to Deposit reconcIlledoo Total Due AMOUNT RatiVith 14041151 IN 11 USS 10.365,630 (2.060.000) (1.252425) LISS 061.025 USS (75$11) USS (100,000) USS (100.000) USS 677XIS THIS AIRCRAFT MATERIAL HAS DRCRTNSPECTRD IDSMOILCRY AIRCRArt ()VALI re CONS STANDARDS AS AratoVED UNDO TIM nOteAt AVIATION AOMINIVRA MON REOUIRZMONTS IOR COMMERCIAL nototort AND MIL GOMA FOR UNITED mixes MUTARY AIRCRAFT' AND S At ACCOILDANCLI Win i APPLICABLE CONTRACTUAL MIOUMEMIDITR ANY DT/MS HER PON w10011 APPEAR ON THE US MODAL AVIATION AotaNsTRATIoN DRAWINO LIT Was suaanTACHARD UNDER FEDERAL AVIATION AGENCY PRODUCTION CfRIITICATE MT. 195, SPECIAL masanet THIS COMMODITY UCEPSIM FOR ULTIMATE DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW 15 PROHIBITED Ars 014044mOR C Swabs -3)3044 vik in • ssi /M SEA SDNY_GitnienDe SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I IWO [80% NO CONTAINS* I LENGTH 8Cla CUSC 0/t0Ss wt EFTA02727607 12/31/2007 14:08 OEC-31-2007 01:35P FROP95760 Stkotifty Aircraft Corporation 6900 Maul Strom • P.O. Box 9729 Swath:$*6, Connecticut 06613-9129 (203) 356-4000 Sake Agreement 0767003033A, dated, June 23, 2003 es emended Flyaway SHIPPED TO: • 2023852121 TO:919735971174 1NVOICE NO.: INVOICEDATE: OUR ORORR NO.: PAGE 02 P.5•9" '. RMS No. 156456C SHEETNO.2ofL Ate QUAParrY Thant/ —FRIT tto I geregnmeer QUAN/7TY sup WY BALANCE AmOtairS el u5, uoLLARS CatTRICAT10)1 ... itivenrentto mom garretICATOR -rre am k, oat this kw*, 85 a a oc.0011. DOS ma ma tab id mods a IM lag la b the atapaeo outs rat n4 m4 to area led am Its rasa of twirl re saloctett of Tbs pee me the Unad Slat a Anna/ —...„...,- Accra,. jS/y,JRata .1> t ee.---- - 5 BY CIS IMAM. tOsser SIKORSKY tIRUCOVIER MODEL &Wet+. SERIAL NO 6066 RGORTRATON $901061 AS MINED ABOYt IS RIMY ACCEPTED AT StkOnlrY Atari f) Stratford. CT USA MAW ‘1-13 A a A - ....X - TREK \ 1 — Q oxra ld--j?,t I ea - SDNY_GLM:IZICPZittft SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EPTA_0026 I 84 I EFTA02727608 12/31/2007 14:08 DEC-31-200? 01:36P FR0M:376D 2033862121 Helicopter Inspection and Acceptance Certificate • PACE 03 roi 91973$E:71174 P.6, 9 Pursuant to the S-76 New Helicopter Sales Agreement Number S76TD45167 dated March 31, 2006, between Sikorsky Aircraft Corporation and Air 0histaine, lno.; and subject to the provisions found in the attached email from Chris Shurkus to Lary Visoski and Lance Calloway dated December 30, 2007; Inspection — Azi , on behalf of Air 0hislaine, Inc„ hereby acknowledges that he has thoroughlky inspected the helicopter described below and has found it to be acceptable and in accordance with the requirements of the above referenced Agreement; and Acceptance l'—barre,jt—Cri-914 . on behalf of Air 0hislaine, Inc., hereby accepts delivery and title of the helicopter described below on the a_ day of 2007 at :Ivo .4" m. hours local time. C Aircraft Description - Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C++) Serial Number 760667 Registration Number N908014 hi:borne/ea Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air 0hislaine, Inc has caused this certificate to be executed this 2k day of6nawe-2007. Air ChIslahts, Inc. ( 44 -- Naomi crew-% tee_ Tide: VAC_ — :At+ soNY_GIENDICO1D3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261847 EFTA02727609 12/31/2007 14:08 DEC-31-2007 01:36P FR0M:S76D 2033062121 (On your Company Letterhead) Authorized Representative • -"- Designation P86E 04 70:919736971174 P.7/9 AltChishille•Ine-hciebY designate4)\remiribrLy, as its authorized representative for the purpose of accepting delivery and title to the helicopters described below in respect of the completion aircraft delivery in accordance with the S-76 New Heliouptix Sales Agri:anent Number S76TD6167 dated March 31. 2006. as amendal, assigned and novated to Air °Helaine, Inc. regarding the helicopter danaibed below with Sikonky Aircraft Cniporation and to take all necessary actions end execute all necessary dominate pertaining thereto; Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as 376C-I-9 Serial Number 760667 Registration Number N9080/4 Turborneca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ohislainc, Inc.has caused this deviaation to be executed this 31 day of December 2007. ca=s, Air CrhIslains, Int. . Nam esag Laz Tide: V -1 L< "Cires iAtitt je SDNrOLM31:0261114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261843 EFTA02727610 12/31/2007 14:08 DEC-31-2007 01:26P PR0M:576D • PAGE 05 2037862121 'C P.I3'9 Frown Shuricub Ellittopher R SIK bar 30 20074:11 OM To: Gp Darien MOM: Pobnd, Mart B 5IK; Shuitus, Outstopher R 5IK Subject 5-76 00lIvery Arrarcements Importance: Nigh Lance. could you please give this email and the attached documents to Mr. Epstein. Mr. Epstein, Sikorsky agrees to fix the items identified during the prior Inspection as listed on our pink sheets included as attachment to this email. AS items on the pink sheets either have been, or will be fixed by Monday January 7", end will be reviewed with the Inspection team. Photos of the armrest repair will be sent tomorrow in the AM. Further to our prior communication. Sikorsky would agree to a $100k withhold on the payment tomorrow, pending the opportunity of your team to verify that this commitment has been satisfied. Please see the bullet below that has been added. I have also attached the new delivery documents with the $75k credit Included. 100k withheld subject to pending deposit reconciliation. Total payment as of December 31, 2007 will be $877,825. Thank you Pink Sheets and delivery documents: Fax.Dec-78-200 OEnvery -17.37-06-18982 imentS 667 (Air I Air Ghislalne, Inc (A01) and Sikorsky Aircraft Corp. (SAC) agree as follows; Inspection and Acceptance: • AG! has inspected the completion services performed by SAC and has noted a list of technical discrepancies ('pink sheets'). • SAC has agreed to rectify all noted technical discrepancies that were identified during the inspection process. • Since AGI's inspection, SAC has corrected all but one of the technical discrepancies (Audio level In the ICS). SONYGLIvb11011205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261844 EFTA02727611 12/31/2087 14:08 • PAGE 06 DEC-31-2@27 01:36P FRCM:576D 2033(362121 TO: 91973,5971174 P.5'9 • AGI will accept the completion eeMcos not later than Monday, December 31, 2007 by signing the acceptance of completion services and delivery documents. • Any technical discrepancies found by AGI (upon return visit) to have been Inadequately addressed by Sikorsky will be rectified at no cost to AGI. • SAC wilt provide to AGI a credit of 475k to be applied to the completion services invoice. • AGI will send payment of completion services (net of 476k credit) via wire transfer on Monday, December WI. • The payment for completion services to be trap erred " on m0 .14dahr 1 Dec. t￾4.141tec' 31;2007, may be reduced by a $100k hold-back hold-Deck is not a rts ,,, i,,hm credit against the price of completion services and will be paid by AGI _• upon the Mow-up inspection (described below as du the week of January 7) being satisfactorily completed. The a' will not be released by SAC prior to receipt of this final paym c grs '- Obligations Surviving Acceptance: Lzl.L clE LJ; l I be- ci • SAC has agreed to lower the aft facing bench seat so that the bulkhead a# c windows are more visible to the passengers at no cost to AGI. 5.•••••••_ • SAC has agreed to supply both the synthetic iamb's wool carpet and the iti ' nt- t*. ` 44-44. original throw carpet at no cost to AGI. • All obligations of SAC under the New Helicopter Sales Agreement which .4I‘"c"" ..L.A. survive delivery of these completion services (e.g. training, warranty) will r • en( Ia..% be considered transferable by SAC to a subsequent purchaser of the 4 %Do aircraft in an anticipated resale by AGI. • AGI will return to KHC to Inspect and accept the aircraft discrepancies the was ear .1. week of January 7th. AGI will than fly the aircraft away. cot cind-+- rad 44.4_, 4,4 Sikorsky Aircraft: Air Ghislalne Inc.: %-.. ea 41/3 ifc207 hisis9957 ncnA oc4- 164_."...14e.o.4 SDNY_GLI/010a206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261845 EFTA02727612 • • Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 rz§tratrord. Connecticut 06615-9129 2031 386-4000 Sales Agreement 76TD6167 dated April 13 2006 SHIP TO: , Fly-away SOLD TO: Air Ohislaine, Inc. 103 Foulk Rd. Wilmington. DE #202 19803 • RNIS No. 156456 INVOICE NO: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford. CT F.O.B.: Sikorsky Aircraft. Stratford, CT USA SHEET NO. I of 2 TERMS, PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY UNIT BALANCE AMOUNTS IN U.S. BILLED Paynwni Accouni b.: terninad by wine transfer ta IP 7.5668$ ABA No. 07 I .00DOI 3. Sikorsky 5.7KM Helkopla Sikorsky Model S.76C++ Helicopter. with ltirbomeca Ansel 252 Engines. Aircraft Serial No. IW61 Registralion No. N9016GM in accordance with Sikorsky Aircraft Detail Specification SES-760024 Revision 0 dated 9A4. The two Turbomeca Engines mstalkd are serial nos. 42117 aml 42118 along with additional equipment as described in Exhibit A to the Sales Agreement. Meerian Chase. N A . Chicago. Illhools. THANK YOU • AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN A/C TRANSFER DUE AT ACCEPTANCE OF NS USS 10,365,650 (2.060.000) USS 7,352,825. USS 952.825 wit-438*ms 6 I, 07 THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL OVUM FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS. ANY ITEMS IIEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING UST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 10$. SPECIAL MARKINGS THIS COMMODITY LICENSED FOR ULTIMATE DESTINATION NET WT IVERSION CONTRARY TO .S. LAW IS PROHIBITED • ) APPROVED - INSPECTOR C L I (,i1.thi ,„;, (2-4 I BOX NO. CONTAINER RFSORIGINATOR LOCO!), I WIDTH I HEIGHT I CUBIC I GROSS WT M Without.— 527368 DEPTIDISW EXT. 61536 M/S 5358A SDNY_Glitv12230132015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 846 EFTA02727613 0 Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford. Coruwctkut 06615.9129 Q 2031386-4000 Saks Agreement 76TD6I67 dated April 13.2006 SHIPPED TO: Fly-Away • INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 RMS No. 156456 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION; "We certify that this invoice both as regards to the price referred to thereon. and manufaclu of the re Casual is. in alt respects. coned and true. and to the description of the goods countries of origin a the ad Siates of Amnia and .......-14/ . GREEN AIRCRAFT ACCEPTANCES: BY SIKORSKY MAUI, ASSIIRANI-P. gr an (1. i ' /.) ? e..‘,...• ce ; ..rit-Wtt ..C.-• SUPERVISOR BY CUSTOMER MODEL S.76Cf *Rh relayed to as S76C++). Number MORON AS ACCEPTED AT Sikorsky USAii , SIKORSKY AIRCRAFT HELICOPTER Atria 252 CI161O“ (C2mmonly SERIAL NO p00661Regiuration DEFINED ABOVE. IS HEREBY Aircr ft Stratford. CT NAM, E. A itt.V\ N.. t TITLE: t • L.. es . .O. DATE: III .3E-in7 SD NY_G linit2303108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261847 EFTA02727614 a • Sikorsky A United Technologies Company June 11, 2007 Mr. Darren K. Indyke The Villard House 457 Madison Ave. New York, NY 10022 Attention: Mr. Indyke • Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-061907-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760667 pursuant to Sales Agreement 76TD6167 dated April 13, 2006. Dear Mr. Indyke: As you are aware, Sikorsky Aircraft is working hard to complete and title transfer you're your new S-76C++ helicopter in June, 2007. In preparation for that transfer of ownership the following closing documents are provided for your review and comment prior to that date. I. Sikorsky Invoice (RIMS 156456) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US$ 7,352,825.00 (at title transfer on June_, 2007) calculated as follows: Helicopter Price (Total) SI 0,365,650.00 Less Advance Payment $2,060,000.00 Total Due (at Green Delivery) 57352,825.00 Balance (At Comp Serices) $ 952,825.00 The final payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 071-000013 SWIFT:CHASUS33 at JP Morgan Chase, 1 Chase Tower, Chicago, Illinois 60670. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Bill of Sale (FAA form 8050-21 - Original not part of this package. This form has been signed and sent to our agent, Crowe & Dunlevy in Oklahoma City. Upon final acceptance, our agent will make the filing with the FAA to show ownership transfer. 3. Aircraft Registration Application (FAA form 8050-1) - Not part of this package. Please send the original back to my office in advance of the acceptance. This form along with the Bill of Sale is required for aircraft registration. SDNY_GLIM)27105109 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261848 EFTA02727615 4. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 5. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in advance of delivery, with a delegation letter similar to the enclosed sample. 6. Affidavit SUT-16a-3- State of Connecticut, Department of Revenue Services Exemption Certificate. A copy is enclosed for your review. If required, we will sign and have notarized at or shortly after transfer of the aircraft. 7. Keystone Authorization (Customer) - This signed and notarized letter is required for Keystone to act on your behalf after aircraft title transfer. Used the attached as a sample for creating this authorization Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft 7Co ration .....- Christopher Shurkus S76 Deputy Program Manager sDNYGadvD1032B0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 849 EFTA02727616 2 Z.:CW:7 I:5! • .:023fini! X %w e' SIT. eariGNIX1001011Xiodos Ps./ NW • E3t fat iN-W =AE LA TOM Cf *VITO CW st aria) 41 tilliFIVDP C. "Wargresi rIflt •••1•04 rieC% MACAW ILL Of SAO CCM C .84 C•ritinalr'rliFfli9VC -41 .eXt•S 0•E, 0*•4 11, 11 0 -II Lint AM; nroc• tni. Oct Y 'X VIX•Al, ' ;ilia: All tt is fl u ecru - thhiatt• MYOSIN! *MA N" kiani.s.CupEo Sikorsky tturallie MIXAM- SERIAL Plp 7E0667 MEE THIS - 16 OK! Old Sib e x07 I•titt0v Sbi.L. IMAteig AMU MUM' AU. MGM. Tilt AC INTERESTS I MO TO WEN APCWT _NM: 'Al.. X.0.^Jthave , • lie • •••• Melva, ••••• Air Ghislana, 5 103 Foulk had m Wilmington, DE 19803 0202 o f me• one in to* cram Oa USE :MY rig :al 'Lvov X PC 1 Li SJECOSSOfl Mow TA smt in la ipais 9, 0 AAP . niter •mtaid N WO•Mlel "-try:woe:. r•IPS“.•”.. , WOW I an MY •Yea W.1"-11 an OriOnct207 Newt ni.s: 0e_LX. SsOnnisei t IC•citeilt '“•111.144.1i •••.•••••• ▪ roit —rsky Aircraft -- 10 Gkr penstion a :907.ffirn.". • 4:or '''' . 8" .2.•••• •• • •• eiC ••• 0/00,0114: TO MA XI.— MtI,.IC ric4*!ThrM tiOrtear w.a 17^V .7:31 PM EDT SD N Y_GICM02303120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261850 EFTA02727617 • KIM CPAS NA UNITED STATES 0 ONERCA DEPARTMENT OF TRANSPORTATION SEIMPAt AMMON MMANWRIMION.lat w0MONIV MUNINNOICAL COS MACRO" REINSTROON APPLICATOR CERT. ISSUE DATE UNITED STATES OISTRADON NUMBER N WWI MANUFACTURER a MODEL • Sikorsky Ai rcrair 's F. -76C -e; MOROI' SEAM. Na /60667 FOR MA USE ONLY TYPE Of REOLSTRATION gawk as 000 C T. MEWS t 2. Perlman C & Oepatation C 4. Cowarter 2 & Owl. 3 eyke.C.444A tame Of APPLICANT IPana040 owe ca resew al estetterw e wirental. we MS twat MIT Fat ed loaa NOM) Air Ghlslins, Inc. - 4 TnaesoNE Numeut t W.VAPPR 34/% ( 34.0 6 0 041950 . ADDRESS Menillner. tare a far NR csw. WoU . . Na da ar an 103 frulk Rood . . RIM ROM; #2e7 CM - 1411VAPgtOn 0E OP CUM 101X3 Q CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTEPMONI Read the following tenement before signing this application. TM' portion MUST be °Melted. A lam Cl a ~en Wye*, oo P1 ofwmon A. PAT %tampon ay 0. cowed, a pwwwww De we Apo or rowonoviri Co* TM la Sec WOli CERTIFICATION IDE CERTIFY.. DI Thai Rs Saw so ago a vend ay Ro LeOpswact Sart woo la a dash awporaweol al Ow UMW Sas 0 .0o an Poo ow ono of %Kat _ —1 Co CHICK ONE AS APPROPRARIs a CANAAN., ate *oh am ispalwaan Mart I al co kern 1.5aR No b O A Me Cow t0( wawa Pa dap tram undo. as Ian a resin .. • mo Sao mew name aa pwwswy awl 0 Re LINTS Sloan AIKORIS 01 5011 Awn on mate em WI The Ow meet It rei Nese. INN Ilvi lawn" Meet rent in gm The spa •VOMOD 0 ~WOW • delild a ha 08•10 NS an IMP Fern /mace 4 0•••I•40 SA NOTE: R esa t, TM C"."0• 0 4 , 0 gerCirl• .won Vir 1.1041 wnewe swig ol reressey TYPE OR PRIPIT NAME BELOW SIGNATURE fig ttiMir . ._,.. N. . • t,. ‘ ... 'L.- ME t ' r 4 t, .. t 14/ 4'4.4,-. ... ATE t ri 0/ 1 7 e i Ei 6 S 1/ist.....un. ITIMATUAE At ' act TRIE ON! NOM Am" "wadi. Cettilltitt al ANNA Pkwarato. Rs tura ma be COMM MI a pea PM oo mem at 90 Spa deg -Ito um Bs PINK copy 0 Re aacalw ma as carten P. Mora AC Form Mi3.1 02.90 .;0052-00.6284007) &vermin Perim EdifOn SONY_GitsbffKM22 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 85 I EFTA02727618 • • Helicopter Acceptance Certificate Pursuant to the S-76C++ New Helicopter Sales Agreement 76TD6167 dated March 31, 2006, as amended, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc. Green Delivery Acceptance - AI( hereby accepts delivery and title of the helicopter described below on the i'114- day of June 2007 at e;)• I s Em. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engincs (commonly referred to as S76C++) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ghislaine, Inc., has caused this certificate to be executed this S "-day of June, 2007. 0 Air Ghislaine, Inc SIgnaturmiTh>“ \Cc Name: --T--"A-ks s￾Title: VI SDNY_Glitvt230.3123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261852 EFTA02727619 • Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS: (3. THAT SIKORSKY AIRCRAFT CORPORATION and beneficial ("Sikorsky"). is the lawful owner of the full legal title to the following tangible personal property: United that certain Sikorsky S-76C++ helicopter, manufacturer's serial number 760667 and States registration number N908GM, together with two (2) two Turbomcca Arriel 2S2 engines bearing manufacturer's serial numbers 42117 and 42118, as more fully described in Exhibit A to that certain S76C++ New Helicopter Sales Agreement (number S76TD6167) by and between Buyer (as defined below) and Sikorsky dated as of the 31st day of March, 2006 as amended (by amendment I dated the 29th March, 2007) (the "Helicopter"); and all documents and records relating or required to be maintained with respect to the Helicopter, including, without limitation, all flight manuals, maintenance manuals, engine log books, airframe log book, weight and balance data, flight records, maintenance records, airframe and aircraft component warranties, engines warranties, avionics warranties, and any and all other records related to the Helicopter (the "Helicopter Documents"). THAT, for good and valuable consideration of the sum of One and 00/100 dollars ($1.00), receipt and adequacy of which are hereby acknowledged. Sikorsky does as of the date provided below, grant, convey, transfer, deliver and set over all right, title and interest in and to the Helicopter and the a lelicopter Documents unto Air Ghislaine, Inc. ("Buyer"), and unto Buyer's successors and assigns forever. beneficial, THAT, Sikorsky hereby represents that there is hereby conveyed to Buyer on the date hereof, all legal, Documents record, good, equitable, exclusive, and marketable title to the Helicopter and the Helicopter Sikorsky will free and clear of any and all mortgages, liens, claims, encumbrances and rights of others, and warrant and defend such title forever against all claims and demands whatsoever. IN duly WITNESS authorized WHEREOF, Sikorsky has caused this instrument to be executed and delivered by its signatory as of this IS day of June 2007. SIKORSKY AIRCRAF PORATION Signature; Print: titer1/4Ot. 1.O5691sAvb Title: 57(c Prov-avr14/ YYlartar SDNY_GlliM)IX93124 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261853 EFTA02727620 • • AFFIDAVIT SUT-16a-3 STATE OF CONNECTICUT DEPARTMENT OF REVENUE SERVICES EXEMPTION CERTIFICATE AIRPLANE MANUFACTURED BY AND PURCHASED FROM A CONNECTICUT AIRPLANE MANUFACTURER WITHIN THE STATE OF CONNECTICUT FOR USE EXCLUSIVELY WITHOUT THE STATE OF CONNECTICUT This form shall be filed with the sales and use tax return of the retailer for the period during which the exemption is claimed. The retailer shall retain a copy with its records. RETAILER INFORMATION Name of Manufacturer: SIKORSKY AIRCRAFT CORPORATION Tax Registration Number: D567214.003 Address: 6900 MAIN STREET. P.Q. BOX 9729 MAILSTOP: S427A PHONE. (203) 386 3864 Date of Sale. June 18. 2007. PURCHASER INFORMATION Name of Purchaser: Air Ghislaine, Inc, 103 Foulk Rd.. Wilmington, DE, 8202 19803 AIRPLANE IDENTIFICATION DATA Make: Sikorskv Aircraft Corporation Model; S-76C++ Year: 2007 0 Manufacturer Serial Number: 760667 FAA Registration Number: N9080,1 Sales Price:; 10,365.650,00 AFFIDAVIT OF PURCHASER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that the above-captioned airplane was manufactured by and purchased from theabove mentioned airplane manufacturer for use exclusively outside of the State of Connecticut I am a resident of the State onit t . FOR THE PURCHASER: A ' (Signature) Sworn to and subscribed before me this ck"-- (Title) - day of . 11:rtif 2 re, 7 Notary Public; My commission expires the ..3 / a: day of XIV" eV:- 7C/ MY GOV; 3601; ! .1j...1- /AFFIDAVIT OF RETAILER 41 tc I HEREBY CERTIFY UNDER PEN; TY OF ATEMENT that I have examined Otis certificate and, to the best of my knowledge a ion contained herein is true. accurate and complete. FOR THE RETAILER: Sworn to and subscribed before me this Notary Public; My commission expires the 0 S% PrOcriM Wiqnctbre/- . (Signature) (Title) Jr day of -.727.-v 6- Zee, 7 day of ;-2;v1:14/47 Z cc*/ L M ,,,,:r.cr,st.,‘ . n igik • SDNY_GLIM32:013/26 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261854 EFTA02727621 • • AIR GHISLAINE, INC. Authorized Representative Designation Air Ghiataint, Inc., hereby designates Larry Visoski as its authorized representative, for the purpose of accepting delivery and title to the helicopter described below in accordance with the S-76C++ New Helicopter Sales Agreement S761D6761 dated April 13, 2006, as amended, with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (commonly referred to as S76C++) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 421 18 IN WITNESS WHEREOF, Air Chiclaine, Inc., has caused this Designation to be executed this I Im day of June 2007. Alr Ghia/tine, Inc. Signatur R , Name: 'r et^ i f li l a mIC Title: VI LS.. kj'ire._ At... \-- SDNY_GOADI01226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261855 EFTA02727622 AIR GHISLAINE, INC. June I I, 2007 Mr. Franz J. Dobler Quality Assurance Manager and Chief Inspector Keystone Helicopter Corporation 110 Stewart-Huston Drive Coatesville, PA 19320 Attention: Mr. Franz J. Dobler Re: Authorization from Air Ghislaine, Inc. to Keystone Helicopter Corporation, aircraft Serial Numbers 760667 pursuant to the S76C++ New Helicopter Sales Agreement number 76TD6167 dated April 13,2006. Dear Mr. Dobler: This letter authorizes Keystone Helicopter Corporation of 110 Stewar-Huston Drive in Coatesville, PA 19320 to act on behalf of Air Ghislaine , Inc.. This authorization is to submit the necessary FAA aaplication(s) to request Special Flight Authorizations for the purposes of conducting Aircraft test, acceptance, and training flights. The authorization is extended to S76C++ aircraft registration number N908GM. Best regards, Darren K. Indyke Vice President Air Ghislaine, Inc. SDNY_Glig022303128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261556 EFTA02727623 . JUN-16-2007 09:20A ASSURANCE OF 2833865943 onto slam of WONG% OIPARTuf.fa of TRAN5PointrOff-faXPAL AVIATION AOSANISTAATION STANDARD AIRWORTHINESS CERTIFICATE • 1•OOairt me AIWONITION•WAS N9OSCM I lo.•••JFK%011,4•141.00es Sikorsky S-76C 3 Amoun SP.M. MAWR 760667 I canaos. Transport • M.7.•04 .ry PAO SASS ISSuM0C1 rms•-••••••••••orldgen dowse prefra..onreestal meon Ate of ildisemicionanme eiel.M4•0110.41•••••• daceigi ora. dnaa nin ow.* .0,30•000 414,0 10.1.0 le Genoese K. ofyry1. aildattr. ihrelry no ei 004.011 0.1 W NMI tea lapel III NMI 'r* NOCK* trrenem..• ON dein/ entone.•••• code lie cipeam SI.....L ww Coe,enten on rearm C.I e.tegei it IS NnliN C *CM •••••• NONE • liamS ANOGOICT•ONS UAW. woes 1.00111141n6 .WSJ., itonteo iternine, GN.d4. p A. • 0....4,,rte nn ansmael, wag. A App.. M Na,) its nobnotnienceo peminuito. manlenlint WO Sabah rG peticaled efaelgeete min Noe • *3 well any. stony apinoney a...4 v(,.N.,,AOIFpn •••• Voided Sala pat% V. Sonfee 14 RIPPIMIWATiet W .- 6"q6 -2007 Kurt Sutte IP ifiell..40401. q0 . 0 0a. OA Ian Me MO i oDir•CeisaOr. eale•VVII AR PS0000108 • nell S CMYlol , Ca? OP mOrnonatell rirCe 1101111 TO:88639988541 P.1, 1 SD N Y_G kett230C6128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261857 EFTA02727624 SIKORSKY CLUB, INC. MERCHANDISE REQUEST FORM Person Requesting:C. Shurkus Date: 20 Dec 07 Department: S76 Programs OAT Number Ac-Soir. Lb I. Items Required: Delivery ITEM QUANTITY PRICE Leather Jacket (brown) 1 119.95 119.95 Leather Jacket (black) 1 119.95 119.95 Prez Hats 2 17.00 34.00 Polo shirt 1 36.00 36.00 Prez Sweat Shirts 2 35.00 70.00 Fleece 1 58.00 58.00 Zip Sweatshirt 1 55.00 55.00 Leather Jacket (brown) 2X 1 126.95 126.95 Leather Jacket 1 119.95 119.95 Subtotal: 739.80 Sales Tax: 36.00 Total: 739.80 Authorized Department Approval Required Before Merchandise is taken. Picked up by: C Shurkus Club Store Verification: C.Dunn ivik) Signature Date Date: 20 Dec 07 Date: 20 Dec 07 SDNY_GitMD23013/29 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261858 EFTA02727625 Air Ghialalne S-76C++ APPROVAL LOG In order for Sikorsky to assure the custom layout and operation of various instruments and systems in your aircraft, we we providing you a log of the various drawings and system proposals required to accomplish this task. 1. SYSTEM SPECIFICATION, SYS76-00068, Rev. 8, February 29, 2007 APPROVAL' VI.SO.3 a DATE: 3' -24 /67 2. INTERIOR CONFIGURATION DOCUMENT, SK337-00486, Rev. C, Nov. 29, 2006 APPROVAL: As Per L. Visoski DATE: 212/2007 INTERIOR CONFIGURATION DOC ENT, SK337-00485, Rev. D, March 23, 2007 APPROVAL 0 DATE: .3130)0-2 3. INTERIOR MATERIAL BOARD: 3 11 APPROVAL: YYSss14 DATE: 3130 /37 4. UPHOLSTERY STYLE: 91, 92, 93, 014, SG (Custom as per Customer Requirements) APPROVAL: Custom as per L. Visoski DATE: 2/2/2007 6. AIRCRAFT REGISTRATION NUMBER: Custom Registration No.. APPROVAL' DATE: 6. EXTERIOR PAINT RENDERIN Rev-A APPROVAL: DATE: 3130)07 Air Shistaine S-78C++ Approval Log Page 1 of 2 SDNY_GLINDZIOI3/38 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261859 EFTA02727626 • 7. PAINT SCHEME DRAWING DWG No. )000<X400(XX Rev - To be submitted upon spot ot endering. APPROVAL: I 5 ;3 VI'DATE•343/1107 4/2 61/524;,v&- 3 FouoZ Po/4D aoa A/67C7 DE /76P63 'v2 fia:/114C-1- /26- , ii.**,4;z7vologiwoftwi fTr' SDNY_GIAIDZiOat30 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X1261860 EFTA02727627 12/14/2087 15:19 • cwA DATE bc1 /540 1 nIciplim4 Sib ""DLO. Sit Isl LI* AtMitVriCAIOP Etwierts1404 S-76C4+ NEW HELICOPTER SALES AGREEMENT THIS S-76C++ NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, is made by and betweat the Sikorsky Contracting Entity ("Sikorsky" named below and the Buyer named below. L DEI7JVITIONS / INFORMATION FOR TRIE AGREEMENT Bayer: Air 0bislaine, Inc. SilsorsAy Contracting Daily: Sikorsky Aircraft Corporation SikorsAy Contract No: S76TD6167A A. Deluxe Executive One Metkeprer Quantity B. Scheduled Presentation Date Baseline Hammen SelsedaledPisseetaticot Date Compledon Services; • Sekedaled Delivery Date Completion Strokes: E. Baseline Helicopter Dub Prier. F. Completioa Settees Usk Price: a Debar RwcWM Helicopter Club Prior: H. Total Conlin Prim L Payments: 2. Advance Payment 3. Baseline Helicopter final Payment: 4. Completion Sots Interim Payment:: S. Completion Services Final Payment: December 2008, or earlier asmay be practical at eella's option July 2009, or earlier as may be practical at seller's option July 2009, or earlier as may be practical at seller's option US$ 8,600,000 USS 3,050,000 USS 11,650,000 USS 11 650,000 USS 2,330,000 (20% of Total Connect) USS6,880,000 (80% of the Baseline Helicopter Unit Price) US$1,220,000 (40% of the Helicopter Completion Services Unit Price) USS1,220,000 (40% of the Helicopter Completion Services Unit Price) 5-7tiOrt hp 1 012 SDNI_GIUM32303132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261861 EFTA02727628 12/14/2007 diSII 15:19 PAGE ez 11 • & S-76C++ NEW HELICOPTER SALES AGREEMENT Sityer's Contact for Technical Issues: Mr. Larry Vistnici Jet Aviation 31MO Southern Boulevard Suite 204. West Palm Beach, Fl. 33406 Buyer's Address for Invoices and Legal. otices, Darren IC Indyke The Villad House 457 Madison Avenue 0022 Designated Completion Caster Keystone Helicopter Corporation DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S.-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C4-9 and equipped with the items of additional equipment specified In Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer shall purchase the Completion Services on the Helicopter, which will then be equipped with the items of additional cquipmait specified in Exhibit A, Part 2, (the Deluxe Executive Helicopter). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility In Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (I) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Tale Transfer - After presentation of the Helicopter, Buyer shall evidence Its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section M.I.6., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty 9-76C.• rte lorl2 SDNY_GLMD_DOC4133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261862 EFTA02727629 12/14/2007 15:19 Ell6M PAGE 03 • S-76C++ NEW HELICOPTER SALES AGREEMENT Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky wilt transport the Helicopter, at Sikorsky's expense, from Connecticut, to SOrorsky's designated completion eager (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shaft be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Itegatratlon of Interest • Prior to the transfer of title as provided in this Agreement, Buyer, without the prior wrinai 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 tape 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 Agrament at the time of title transfer of the Helicopter to Buyer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be darned ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loa - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. in the event the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Sevicts for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled S-76C•-• Psocirel2 SDNY G ilth1J2)X6134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)261863 EFTA02727630 12/14/2007 15: 19 INN • PAGE 04 S-76C-H- NEW HELICOPTER SALES AGREEMENT Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all sy3Lnis functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services — After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article RI. 1.d below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. 7. Charter Trate —As an added benefit of an S-76C4-1- Deluxe Fwuive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group CAAG"). The benefit of these services may be used by Buyer upon reasonable request, subject to AAO's standard terms and conditions of service, and will remain on account with AA0 for two years after execution of this Agreement. al. fR/CEPAYMENTSOIFfil.g I. Price/Payment Sc.hedede - The Buyer shall pay to Sikorsky the Advance Payment and the progress payments set forth below by wire transfer to Sikorsky, Account No. 57-56685; Routing No. 021000021; SWIFT Code: CHASUS33 at IP Morgan Chase, New York, NY 10004. a. Advance Payment - to the amount of Two Million Three Hundred Thirty Thousand USD (USS2,330,(100) being due on the date Buyer signs this Agreement, receipt of which is hereby acknowledged by Sikorsky. This Agreement shall not become effective until such payment is received by Sikorsky. b. Baseline Helicopter Final Payment - in the amount Six Million Eight Hundred Eighty Thousand USD (USS6,880,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter at the Designated Facility. If Buyer does not nuke itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is 4.76O4-. Pip 1 of I2 SDNY GLIADEOGP30 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026186,1 EFTA02727631 12/14/2W 15:19 • PAGE e5 S-76C++ NEW HELICOPTER SALES AGREEMENT IV. attributable to causes that would be an Excusable Delay as defined in ArticleVI.1, then, without impairing any of Sikorsky's rights under Article V1.2, Buyer shall be alfordoi such time as may be reasonably required to remove such crass. If Buyer's failure to make itself available is attributed-4e to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to curt such breach. c. Completion Services Interim Payment — in the amount of One Million Two Hundred Twenty Thousand USD (US$1,220,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment — in the amount of One Million Two Hundred Twenty Thousand IAD (USSI,220,000) per Helicopter is due oo the date of Buyer's acceptance of the Completion Services. if Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in ArticleVI.1, then, without impairing arty of Sikorsky's rights under Article Via, Buyer shall be afforded such time as may be reasonably required to remove such COMM If Buyer's allure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach. CONFIGURAIZONHIVALIZATIOlv 1. Finaffration Data - The patties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finali7r the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement Aircraft System Specification Interior ()VICTIM Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or hue 5 of 12 SDNY GLAID230G136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261865 EFTA02727632 12/14/2037 15:19 as. PAGE 36 S-76C++ NEW HELICOPTER SALES AGREEMENT increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. 3. li kability of Configuration - The Buyer is responsible for having ensured that the helicopter configuration, defined herein, meets all the operational requirements of the county of destination/registration as they relate to the specific intended usage of the Deluxe Executive Helicopter. If requested, Sikorsky shall make a good faith attempt to assist in the determination of this configuration. If required for import/egistration requirements in the foreign country, Sikorsky shall endeavor to obtain that country's design approval of the configuration items not already approved. in the event that Sikorsky cannot achieve approval after reasonable effect, both parties shall be released from any further obligations of this Agreement V. WARRANTIES— Sikorsky's wrarantres and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. I. Engine Warranty — The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turborneca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph LI of Exhibit C, Turbomeca Arriel 2S2 Turbosbaft Engine, that Is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI. STANDARD TEXVS AND CONDITIONS 1. Excusable Delays - Buyer acknowledges that the goods called for hereunder arc to be manufactured for Buyer to fulfill this Agreement and that the delivery dates are based on the 89-gumption that there will be no delay due to causes beyond the reasonable control of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of pod 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 retard 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 reasonably required to obtain removal of such causes. This provision shall not, boneva, relieve Sikorsky from using reasonable efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed. 2. Inability Or Refusal To Pay - If Buyer is unable or refuseso make payment to Sikorsky in accordance with any of its obligations to Sikorsky, Sikorsky may, at its option, terminate this Agiwment by giving to Buyer written notice of its intention to terminate. Upon such termination, Sikorsky shall be relieved of any further obligations to Buyer and Pap!. of 12 SDNV_GLIV01.1013138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 866 EFTA02727633 12/14/2007 15:19 • PACE 07 S-76C++ NEW HELICOPTER SALES AGREEMENT Buyer shall reimburse Sikorsky for its reasonable termination costs and expenses for labor and material and a reasonable allowance for profit All sums paid to Sikorsky from whatever sources may be retained by Sikorsky and applied toward any amount owed to Sikorsky. In addition, Sikorsky shall have the right to reduce and set-off against any amounts payable by Sikorsky to Buyer or against Buyer's property in Sikorsky's [also-scion any Indebtedness or other claim which Sikorsky may have against Buyer. The excess, if any, of such stuns over the total termination amount shall be returned to the Buyer by Sikorsky. 3. Taxes - In addition to the Total Contract Price, the Buyer shall be responsible for payment of any and all taxes, tariffs, customs or duties (including but not limited to any sales and rose tax, gross receipts tax, license, or fee, but not including Sikorsky's income taxes) razes", which may be imposed by any taxing authority arising from this Agreement. If Sikorsky is held responsible by any taxing authority for collection or payment, either on its own behalf or that of the Buyer, Buyer shall pay all such Taxes to Sikorsky upon receipt by Buyer from Sikorsky of its bill therefor. Tf any of the items covered under this Ago-Anent are exempt or excluded from taxation, Buyer shall provide pertinent exemption and related certificates to Sikorsky at least thirty (30) days prior to the Scheduled Presentation Date of the Helicopter and/or Completion Services. Buyer's obligations under this Paragraph 3 shall survive delivery hereimder. 4 Limitation Of Liability - With respect to any Helicopter/Deluxe Executive Helicopter, part or service purchased under this Agreement and alleged to be the direst or indirect cause of any loss or damage to the Buyer, the sum equal to the invoked price of such Helicopter/Deluxe Executive Helicopter, part or service shall be the ceiling limit on Sikorsky's or any of its affiliate's liability whether fotmded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof, or (ii) the design, manufacture, delivery, sale, repair, replacement, or any use of such Helicopta/Deluxe Executive Helicopter, or (iii) the furnishing of any such service. In no event shall Sikorsky or any of its affiliates have any liability for any incidental or consequential damages. 5. Assignmentanatructkutiblerger - This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, but It may not be voluntarily assigned, wholly or in part, by either party hereto without the prior Written consent of the other party; provided however that either party shall have the right to assign this Agreement to its controlled subsidiary or affiliate who shall remain primarily liable for the obligations of the assigning pasty. This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of New York, United States of America The parties further agree to submit to the jurisdiction of both the state and federal courts of New York. The terms and conditions contained in this Agreement constitute the entire agreement between the parties hereto and shall supersede all previous communications, representations or agreements, either oral or Written, between the parties hereto with respect to the subject matter hereof, and no agreement or tmderstanding varying or NeTora SDNY GLI.1021:6138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1867 EFTA02727634 12/14/2007 15:19 PACE ear 5-76C-I-4- NEW HELICOPTER SALES AGREEMENT extending the same will be binding upon either party hereto unless in writing, signed by a duly authorized officer or representative thereof. 6. Notices - All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices shall be given by hand delivery, registered mail or facsimile transmission and, if to the Buyer, shall be addressed as indicated in Article I; and if to Sikorsky, shall be addressed to Sikorsky Aircraft Corporation, 6900 Main Street, P. O. Box 9729, Strafford, Connecticut 06615.9129, U.S.A., Attention: Vice President - General ('.ounsel (203) 386-6646. The effective date of each such notice shall be the date it is received. 7. Nos I:Ruckus:re-With exception for the existence of this Agreement the parties hereby agree that neither party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party other than each party's officers, directors, employees, agents or professional advisors with a need to know the same, except as may be required in the performance of this Agreement VD. HELICOPTER RELATED PROVISIONS 1. 7)pe Design and Prodsiceion Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 r defined by Type Certificate HINE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft". Manufacture of the helicopter is approved under Sikorsky's Production Certificate PC-105 grafted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikoraky's Typc Certificate at any facility approved for such manufacture by FAA. 2. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall flirrtish or offer to the Byer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy arch of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Pans Breakdown, and all revisions to each Sikorsky manual for three (3) yens after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Siltorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, illustrated Parts Catalog and Airworthiness Limitations and inspection Requirements Manuals (Chapters 4 arid 5). Tlx: IEFMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Papier12 SDNY_GLIV02:O26139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1868 EFTA02727635 12/10/2067 15:1 PAGE 89 S-76C-H- NEW HELICOPTER SALES AGREEMENT Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available horn Sikorsky and aviation subcontractors. 3. Special Hight Tests - Flight test work requited for PrOtOtYPing of arty COMPOOCTO or system detailed in ParagraphVII.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive Helicopter is destroyed during the period of such flight tests, such destruction arising from any cause whatsoever. Sikorsky shall be unda no obligation to furnish a substitute Helicopter or Deluxe Executive Helicopter but shall lather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. 4. Buyer's Changes to Configuration and Additional Equipment - In the event that Buyer desires to change the Helicopter/Deluxe Executive Helicopter configuration and/or obtain additional equipment for the Helicopter/Deluxe Executive Helicopter, the parties must agree to a mutually acceptable amendment to this Agreement reflecting such technical changes and setting forth any changes in the price and/or delivery schedule. For this purpose, the Buyer hereby appoints the Buyer'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. 5. Unqualified Equipment — [If applicable] The following Buyer-specific equipment has net yet been approved for installation on the Deluxe Executive Helicopter by the appropriate regulatory authority: Nomenclature None Sys Symlisx 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 manna to support dclivay of the Deluxe Executive Helicopeer, the Deluxe Executive Helicopter will be delivered with space and power provisions, as applicable, with tic equipment furnished on delivery as loose Yes 9117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1869 EFTA02727636 12/14/2007 15:19 lea • PACE 10 S-7601-4- NEW HELICOPTER SALES AGREEMENT equipment. The Buyer will be offered the alternative of having Sikorsky perform necessary tests, without guaranty of results, for an additional price. 6. lielotructm - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII. TRAThilicznQUELQn 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules (i'VER") transition segment and, as required, an Instnmiait Flight Rules ("IFR") transition segment. Each of the segment is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Bayer pilot will receive two and one half (2.5) hours of flight with am instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent Al! flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, en S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and user of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent Unworthiness authority) airframe mechanic with one (I) year practical experience as aircraft mechanic; one (I) year experience as an active mechanic on a commercial or military helicopter, or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine 71-aining Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. 4. Scheduling - Within thirty days of Buyer's execution of the Agreement, the Buyer shall provide Sikorsky written notice as to whether the Buyer's personnel or designees are going to attend the S-76 pilot training and/or mainterianceckancal training courses. OC 4 I loot SD N Y_G lidADDOCSt40 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261870 EFTA02727637 12/14/2997 15:19 ME • PAGE 11 S-76C-4-i- NEW HELICOPTER SALES AGREEMENT Sikorsky will, if practical, schedule the ground school portion of the pilot Mining course and the maintenance/electrical training con so that completion will be accomplished immediately prior to the delivery of the Deluxe Executive Helicopter to Buyer. if the Buyer elects to have three (3) pilots attend the S-76 pilot training course, both pilots must, unless Sikorsky agrees otherwise, attend the course concurrently. Sikorsky shall notify the Buyer as to the location of the training courses. In any event the training services in Paragraphs (I), (2) and (3) above must be scheduled and completed within twelve (12) months of the Helicopter delivery to which such services are allocable, in default of which Buyer shall no longer be entitled to such services The training services provided in accordance with Paragraphs (1), (2) and (3) above will be conducted in the English language. The Buyer is responsible for all travel and expenses associated with their personnel attending such training sessions. The Buyer shall provide all documentation, and personal information on the pilots to be trained, and cooperation for pilot training as nequested by Sikorsky to assure compliance with U. S. A. laws and applicable policies and regulations in force at the time of training. 5. Hold Harmless and IndemnOcatlon - In consideration of Sikorsky reeking training services available to the Buyer hereunder, the Buyer, as the Deluxe Executive Helicopter owner whose employees or designees will be the recipient of such training services, shall secure and protect itself and shall indemnify Sikorsky, ElightSafety international, Inc., their affiliates and their respective directors, officers, employees, service representatives, and agents, from any liability, claim of liability, cepenee. MUM of action, loss or damage whatsoever, whether arising in tort or otherwise, for any injury, including death, to any person or property whatsoever (including the Buyer's Deluxe Executive Helicopter(s)), arising out of or in conjunction with the performance of such training services. 6. Insurance Requirements - Toward effectuating the security, protection and indemnification of Paragraph 5 above, and in addition to Buyer's obligations under such Paragraph 5, Buyer egrets to carry as a minimum on each Deluxe Executive Helicopter purchased under this Agreement the following insurance prior to the commencement of the flight training services provided hereunder. a. Aircraft Public Liability, Bodily Injury and Property Damage and Passenger Legal Liability Insurance, including Contractual Liability Insurance to cover the liabilities herein assumed by Buyer, with a limit of not less than 550,000,000.00 for a single occurrence. b. Aircraft Hull All Risk Loss or Damage Insurance covering the Deluxe Executive Helicopter in the amount of the Deluxe Executive Helicopter Unit Price. All of the insurance policies shall be issued by companies satisfactory to Sikorsky, shall be in form and substance reasonably satisfactory to Sikorsky, shall name Sikorsky, FlightSafcty International, loc. and their respective affiliates as additional insureds, shall contain a provision prohibiting cancellation except upon at least ten (10) days prior written notice to Sikorsky and FlightSafety International, Inc., shall contain a complete S-76C*. Imp 11 012 SDNY GilifMOD313142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 87 I EFTA02727638 12/14/2607 15:19 PAGE 12 alS! s-76c4-4- NEW HELICOPTER SALES AGREEMENT waiver of subrogation by the insurer against Sikorsky, FlightSafety International, Inc., and their respective affiliates, and shall be printery and non-contributory with respect to any instant alerted by Sikorsky and/or FfightSafety International, Inc. Buyer shall finish to Sikorsky either certified copies of each policies a certificates evidencing such insurance and waiver. Such copies or certificates shall be presented to Sikorsky thirty (30) days prior to the scheduled commencement of the flight training. 7. Farther Understssearp - Sikorsky assumes no liability for any expense of the Buyer, including those of Buyer's personnel, directly a indirectly connected with the fnmhhing of training services provided for herein a for any expenses for the operation or maintenance of the Buyer's Deluxe Executive Hclicopta(s). The parties expressly undersbusd and agree that the responsibility of Sikorsky in the furnishing of the training services desaibed shove is limited to the famishing of such and shall not extend to the results theteof. The parties falba understand and agree that, in the event Buyer elects not to take all or any portion of the training services provided for herein, no refUnd or other financial adjustment of the Total Contract Price will be made. IN WITNESS WHEREOF, this Agreement has been executed by each party's authorized representative. Mr Ghlekeine, By:DasAlml • II. Name:‘1Thessertn Title: \ir ve_.. 1.4414.sk Date: Ira alq-01 Exhibit A Helicopter Configuration Exhibit B Warmuity Exhibit C Acceptance Documents Sikorsky Aircraft Corporatist BY. irtio Cona.CI Narne:YACKLCO204.12r._ TitIc nirinn ter , 025O Acceptance Date: 1211710 9 Per 12012 5LXXc2khttMa3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261872 EFTA02727639 12/14/2807 15:19 Air Ghlslaine DELUXE EXECUTIVE AIRCRAFT PACT. 13 ATTACHMENT /4 HELTCOPTER CONFIGURATION The following items of standard and optional equipment as deathbed below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered unda the Agreement hull; BASEIJNE AIRCRAFT Features of the S-76C++ Aircraft Cod* 0102: Dynamic System - Two Turbomeca Ariel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (MS), with an easy to upgrade avionics package. There Is a Bleed Air Heating Defogging system end dual windshield wipers. The Pilot end Copilot seats come with a frve point Restraint system. Cabin— A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package includes: Collins Praline II: Dual Collins VHF 22A Comms and VTR 32 Nays, single ADF 482 ADF, TDR 90 Transponder, 01.4F 42 DME with IND 42A Indicator, ALT 1000 Radio fl imsier with Expanded Scale ALI 55A Indicator. Hgnewtell EFISIDAFC,Si 4-Tube Honeywell EDZ 758 EFIS WM 5" x 6" Indicators Displaying Airspeed, Altitude and Vortical Speed, Dual Utef AHHS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 AUIOMEMC Fight Control System, Altitude Alert. I electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics end EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance Jacks, one in the cabin and two In the baggage compartment This also includes dual 45" pedestal mounted ICS foot switches. Weft Daind Clark Headsets, one tax-foot walk￾around cord and two 30-foot wek-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Dat0l1IP/BaletY SYstems: Enhanced Ground Proximity Warning System. Universal 120 CVR, 3' Backup Airspeed Indicator and Arbmeter, ADI-3350 Standby Attitude Indicator with Ravi triav2 Select, ELT 405-NHM air Satellite Frequency, Electric boor Locks — Cabin, catinicockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Banter Filter 976TD6167A Pogo I of6 SONY GLIAMOII148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261873 EFTA02727640 12/14/2ee7 15: 13 • P4aC la S-76 NEW HELICOPTER SALES AGREEMENT EXHJBIT A PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS (TOOS 07025 Delete P53 250 Passenger Briefing System 11002 Radio Tuning Units RTU 4200 11025 Dual - Mode 5 Transponders w/Diversity TDR 940 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio -lades - Emergency (SfcliDose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call Systarn 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, PJrCaill ST 3100 34053 Nav&RN Switch for AV 3350 34081 Verdes' Card Standby Comptes 35053 FMS - UnNersai tiNS 1F w/Go Around Switch wired to the Collective 38044 Lightning StrIke Sensor - LSZ IMO wfLU 580 360861fht Avoidance Radar - Primus IMO, exchango fur Primus 440 36104 GMX-200 Multi Function Display, Garrnin 36105 Jong Yew for CMX-200 MFD) 36120 Honeywell Mutt' Function Radar Display (MAID) displays Radar, Flight Plan, & Checklists 37011 TCAS I %Them • CAB 06A 37017 TCAS Control Panel - CP 668 37025 TCAS I Twat Display, Dual -NA 810 PAINTS & RNISHES 50002 VIP Interior Paint Prep & Finleh 50012 VIP Exterior Paint Prepandlon & Finish INTERIORS 83000 Deluxe VIP Interior Croup, featuring. Sieneer airframe isolated letteriew well panel system, high Performance airframe =untied eleCOndary acoustic package, iiiiraleather or UlbstWerle laterite panel upholaiery, ECS dueling, ece.kpiticebin divider bulkhead with !eft hand and right hand siding windows, Metter east upholstery, general abin wring, emergency cabin Inane, reading Ights (8) and ak outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, Bred leerier cabin windows, decorative plating in cabin, Illunihabd ordinance signs. emergencyfnfonnerbonal Wynne. emergency molt signs, cabin and cockpit carpet with spare, wood veneerneWharkleconitive metal details. integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance °over", cabin floor runners, melded ba(102026 compartment floor liner. Stein Guard Protecbon, NN Plates Stings for all Opera Windows and Removal of unused be down fittings. 63013 Aft Facing Bench — % FUG 63071 Bulkhead Storage Comparbnent - Crew (Art Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet S76TD6161A Pace 2 of 6 SDNY_GIS4)110111145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261874 EFTA02727641 12/14/2007 15:19 SI= • PAGE 15 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A 75017 Cabin Door %Farts, Remove 77034 Single Action Door Release INTERIORS (Continued) AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable 80082 Engine Inlet Covers Storage (S-78C++) 80086 Maintenance Coven - Exterior 80090 Vertical Pylon Meese Panels, CSN 76-207 83001 //enunciator -"FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83066 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 11(7707 84051 C4 Environmental System 86001 Annunciator -'Land LT ON' 86002 Annunciator - "Search LT OW 85012 Gooseneck Map Lights 85038 Anti-Collision Light, Red -Bettor" 86061 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 86071 PulseilgM System 86072 Pulse Landing Lights 85073 Pulse Recognition Lights 88001 Approach Plate Fielder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Consols Storage BinSmall (Added per amend I) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 6P 86034 Track and Balance Accelerometers Installed In Fuel Cell Extension 86080 Rotor Pedals Luba Kit 27001 Annunciator - •pleat Heat" On 87002 Annunciator - "HOS Heat On" 88061 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ontorr switch In the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior faldnglaccess panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard pee/weer system 90006 Eight Bose headset Jacks for use with the cabin ICS In the cabin (custom locations) 90006 Satcom System to be Installed without the cockpit intercom capability (ref. code 32074) 90007 GMX200 display to be installed on the right and the NERD on the lett 90009 Audio Input Jack In cabin for !pod typo device. Entertainment audio to be heard In ail cabin Bose headsets. No other controls, volume controlled via IPod device 90010 Audio Input Jack in cockpit for ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via !pod devise tivoTTY, 167A Page 3 of 6 SDNY_GLA4722013145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261875 EFTA02727642 12/14/2i917 15:19 PACE. 16 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A AIRCRAFT ITEJAS (continued) 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench ant, 34 passenger, WNricle single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPODICell phone Jacks (refenenca 90021 8 90009) end holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangars located at calling level above all 8 cabin nets against forward/aft butknooda 90017 Customer Cabin Interior Materials Customer Furnished Material (Leather, Carped, Sheepskin, Pans' Canting) Custom UphoMtn WO* 90019 Do not install the 13000 magazine storage in Tower cabin dote* (Ai:Maps wowed 1) 90020 Custom upholateryicushion fabricetion requiring customer approval via preproduction prototype. 90021 Call phone Interface Into the cabin ICS SystsM. Connection to be in the fold down armrest of the 90013 fin facing bench sett with ability to select the call phone connection for any occupant on the lad facing bench tint (4) positions. Tied to Weight￾on-Pants switch to disable In-night use. 576TD6I67A Piga 4 of6 SDNY GILM37303248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261876 EFTA02727643 12/14/2007 15:19 • PAC£ 17 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A ANNEX 1 ODDS (Vein woad P)N NOMINCLATURIL 0102 Statind Akan* 250-2 ACM Bait Sign 2 33776.52390041 ands Any I 3377641574042 DIM Any. I 3377647374445 Gant Pad Any 1 3377644732-104 Ballast Is 7650040701-041 Plus Any I 3377644732403 Rebiner 3 Donlon; 4 07025 Delete PBS 250 Passeapr Briefing System PBS-250 1 11002 (ins) Radio Tan n yaks 6224521-015 NAV Control Raid (CT). 32) 2 62245520037 COMM CORM31 Had (CTL 92) 2 622-6523-203 Transponder Central Wad ((TL 92) i 6224522407 ADP Comtol Had I 3377644352445 Mounting Plates 3 1 I MX Dual ?dodo 8 XPPIDR .TDR P4 622-1270401 7131t40 Trio:monde RT 1 622-3211-003 TDRAO Tray I 6224590-002 CAD 62 Adaptor I 633.9015401 CAD 62 Area Tray I 6224523403 Transponder Control Had 1 34011 Dordeal Card for Standby Compose 613179634 Stimdby Coupes 1 36065 Prins PIO Pager Radar 7021450-401 WU440 TM 36120 Honeywell Multi nouns Radar Display (MIRO) 30.5254-2.2 Rod. Only Display 1 $4051 Cd tanroanasni Spann SS49TAI24-41416V Ron° 1 129560.2 Duet Ta I 1296324 Senior 3166037-I Ten Asay 1 31660374 Ta I 3214102-2 Prawn Transducer 33776-54210-041 Suppwasor I S76T06167A Pages of 6 SDNY_EISA32:00148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 877 EFTA02727644 12/14/2007 15:19 • PPM 18 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A CODE OPIIM 744me PM NOMENCLATURE QTY 76306-07004-578 Tube Any I 7630647004080 Tube 3 76307-03006-047 Tuba 1 76307-03006071 Tote 1 76307-03006-072 Tee i 76450-01042-041 Muni Any 1 7650047075.042 Adaptor Any 2 7650047901.103 Blower I 7650047905.103 SuPPlenar 1 _ 76306-07004057 Tube Any I 7630607004061 Tube Any I 76307-03006049 Tuba Any I 76307.03006-012 Tube Any I 76307-03006-083 Tube Assy 1 76307-03006-064 Tuba Any I 7650047054-043 Dua May 1 7650007116E-042 Adapter Any 1 76500-07900-104 Valve 1 76500-07068-102 Adapter I 7621243004.044 Heat Duct ASSY I 76212-03004-043 Hat Piratic I 76212-01016-101 Cockpit Deftest Duct I 76212-03005-101 Cockpit Dercei Duct I 76212-03004-051 Duct Assy. Upper LAI I 76212-03004412 Dud Any 1 76212.03004441 Dad Any 1 76500-07512442 Any I 33776-64058441 Switch Box Any, LH I 148243 LH NACA Duct Valve Any 1 1482-04 R14 NACA Dud Vibe Any i 76207-01136-101 Panel 4 1613-01 Van Pre) Assy 1613-02 Vent Panel Any 1 82405 DiM_a 4 85012 Gooseneck Map Ligfisb (EX) 15-0007-127 Grunts Utility Lights 2 5761776167A Pep 6 of 6 SDNY_GLM313013149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261878 EFTA02727645 17/14/That 15:19 lb= • PAGE 19 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B 1. WARRANTY Sikorsky warrants to Buyer that each new helicopter sold by it, the parts and accessories installed thereon (except for the engines and engine accessories that are coveted by the engine manufacturer's separate warranty, as well as Buyer supplied equipment), and new spare parts shall be free from defcets in material and woriananship under normal use and service for the periods outlined below. Normal Use and Service shall mean the operation and maintenance of the Helicopter, sub-usemblia, and parts in accordance with Supplier's Flight, Maintenance, or Overhaul Manuals and Operating Instructions. 2. DURATION CATEGORY PERIOD OF COVERAGE New Aircraft 3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter toBuyer. whichever octal lint New Spare Parts & GSE (if applicable) 1 year born date of shipment from Sikorsky 3. SIKORSKY OBLIGATIONS A. REPAIR/REPLACEMENT Sikorsky shall be obligated under this warranty to the repair or replaarment of the defective item with a new, overhauled or serviceable replacement item during the applicable term of the warranty. The decision to repair or replace the defective item is solely at the discretion of Sikorsky exercised with reasonable care. Replacement parts that we life limited shall have hourly, calendar or cycle lives remaining equal or greater than the hourly, calendar or cycle lives remaining of the parts being replaced (whichever is applicable, and if more than one is applicable, whichever is greater), unless otherwise agreed by the panics. If Helicopter Support, Inc (HSI) does not have a part whose life is equal to or less than the one removed, HSI shall contact 13uycr and it would be the Buyer's option whether to accept an exchange or to orange for a loaner while Buyer's is being repaired. S76TD6167A Pap I of 5 enNY GlittallYaltDcLA SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261879 EFTA02727646 12/14/2007 15:19 MIS • PAGE 20 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B B. LABOR Sikorsky will cover Labor associated with the direct repair of a warranted item labor associated with troubleshooting, gaining saxes to, the removing and reinstalling a warranted item, or testing of the repaired or replaced item is not covered under this warranty. 4. BUYER'S OBLIGATIONS A. The Buyer must notify Sikorsky in writing of any defect occurring within the warranty period, within sixty (60) days after its discovery. Such notification will be accomplished by completing a Sikorsky RSA (Return to Sikorsky Aircraft, SA Form 7859 and submitting it either via telefax or email. B. If Sikorsky elects to replace or exchange rather than repair and return the warranted item the Buyer must return the defective part reasonably requened to Sikorsky or its designated repair facility within 30 days (domestic) or 60 days (International) of receipt of a replacement/ exchange item, if so requested by Sikorsky. Any defective item that is replaced or exchanged by Sikorsky shall automatically become the property of Sikorsky. C. If requested by Sikorsky, the Buyer must furnish Sikorsky with copies of pertinent Deluxe EXCCUliVO Helicopter operational and maintenance records. Such records may Include any and all those prepared during the entire warranty period immediately preceding the discovery as well as records of any incident, accident, or unusual event encountered by the Deluxe Executive Helicopter at any time prior to the discovery of the defect. 5. TRANSPORTATION Transportation charges relating to approved warranty claims for the return of defective goods to Sikorsky. their reshipment to Buyer, and the risk of Ion thereof. WP to and including the average cost of Federal Express P1 or equivalent, will be borne by Sikorsky if returned in accordance with written shipping instructions from Sikorsky. Transportation charges do not include taxes, dunes, loans, lease charges, exchange fees, warehousing charges, handling charges, or administrative charges when charged by a party other than Sikorsky or a Sikorsky subcontractor. Any premium transportation costs shall be borne by the Buyer. 6. WARRANTY ON REPLACEMENT PARTS Pans I's-Paired, replaced, or exchanged (newly manufactured, repaired or overhauled) on a valid warranty claim am warranted for the remainder of the original warranty 556106167A Page 2 of 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261880 EFTA02727647 12/14/2807 15:19 • PAGE 21 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B period associated with the discrepant part removed unless the warranted part is provided with less than thirty days of the expiration of the original warranty period, in that instance the parts repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) shall have a warranty that extends for ninety days beyond the original warranty expiration date. 7. EXCLUSIONS This warranty does not apply and Sikorsky shall be relieved of its obligations and liability with respect to any claim under the Warranty if such claim results from any of the following: A. Deluxe Executive Helicopters which are not maintained, operated or repaired in accordance with the governing or applicable provisions of Silcorsky's, its subcontractors, the FAA or DOT, as applicable, Approved Flight Manual, Maintenance Manual and Service Bulletins, and as each thereof may be amended from time to time by Sikorsky, and/or B. Deluxe Executive Helicopters which undergo structural modifications, repairs, and/or engine retrofits without the express written approval and technical guidance of Sikorsky, and which are determined to be the cause or a contributing cause of the defect, and/or C. Deluxe Executive Helicopters or pens which have been subject to abuse, misuse, negligence, combat damage, incident or accident, and/or D. Deluxe Executive Helicopters or parts which have been subject to direct foreign object damage, ingestion of foreign material, or any corrosive Of erosive agent, and/or E. Standard consumable and expendable items such as, but not limited to, seals, filters, gaskets, nits, hoses, bulbs, switches, batteries. bearings, brake pads and general hardware, and/or F. Normal wear and tear, including normal wet and tear to exterior paint and interior items such as, but not limited to, seats, sidewall and headliner coverings, woodwork, plating and other soft trim appearance items, and/or O. Parts and accessories whose manufacturer's identification tag has been removed or obliterated or cannot otherwise be identified as having been installed on the helicopter at delivery, and/or H. Failures that result from external contamination such as contaminated fuel, oil, hydraulic fluids and the like, and/or S76TD6167A Paso J of 5 SDNY_GMVOIX93252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 188 I EFTA02727648 :2/Iona? 15:IS • FAG: 22 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B 1. Costs identified as commercial losses, or profits due to loss of use of the aircraft, and/or J. Damage to the Deluxe Executive Helicopter or other property without limitation. incidental, and consequential damages. 8. DISCLAIMER A. TITLE Sikorsky vagrants to Buyer that it will convey good title to the Helicopter and parts sold hereunder. Sikorsky's liability and Buyer's remedy under this warranty are limited to the removal of any title defect or at the election of Sikorsky to the replacement of the Deluxe Executive Helicopter or parts thereof which arc defective in title; provided, however, that the right and remedies of the parties with respect to patent infringement shall be limited to the provisions of Paragraph 88 below. a PATENT INFRINGEMENT Sikorsky shall conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Buyer or any subsequent purchaser or user of any Deluxe Executive Helicopter or part delivered hereunder directly infringes any United States patent, but only on the conditions that (A) Sikorsky receives prompt wince notice of such suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Buyer and defendant for such defense; (B) said Deluxe Executive Helicopter or part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the Deluxe Executive Helicopter(s) is recommended in writing by Sikorsky; and (C) the suit, or action is brought against Buyer or one expressly indemnified by Buyer. Provided all of the foregoing conditions have been met, Sikorsky shall, at ib own otpense, either settle said suit, or action or shall pay all damages, and, if the use or resale of such Deluxe Executive Helicopter or part is finally enjoined, Sikorsky shall, at Sikorsky's option: (1) procure for defendant the right to use or resell the Deluxe Executive Helicopter or part, (ii) replace them with an equivalent non-infiinging Helicopter or part, (iii) modify them so they become non-Infringing but equivalent, or (iv) remove them and refund the purchase price (less a reasonable allowance for use, damage, and obsolescence). If a suit, or action is based on a design or specification furnished by Buyer, or on the performance of a process not recommended in writing by Sikorsky, or on the S76TD6167A page 4 of 5 SONV_GLIVDEVOCI183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261882 EFTA02727649 12/14/2907 15:19 • PAGE 23 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B use or sale of the Deluxe Executive Helicopter or parts delivered hereunder in combination with other helicopter parts not delivered to Buyer by Sikorsky, Buyer shall indemnify rid save Sikorsky harmless therefrom. C. EXCLUSIVE WARRANTIES & REMEDIES THE FOREGOING WARRANTIES ARE. EXCLUSIVE AND ARE GIVEN AND ACCEPTED TN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, wont CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS AFFILIATE'S NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY OTHER REMEDIES INCLUDING, WITHOUT LIMITATION. INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTEES, REMEDIES. OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SIKORSKY OR. SUCH AFFILIATES. 9. GENERAL A This warranty may not be assigned or otherwise transferred to any other party without the advance, written consent of Sikorsky, such consent shall not to be unreasonably withheld. B. Warranties covering the engines and engine accessories installed on the Deluxe Executive Helicopter are made separately to the Buyer by the engine manufacturer. All warranty claims pertaining to those items must be made directly to the manufacturer in question, provided that Sikorsky, as a miner of accommodation, will process the claim on behalf of the Buyer to the appropriate manufacturer if so requested. S761136I67A Pap 5 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1883 EFTA02727650 12/1c/2302 15:19 • PAGE 2c S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C A_CSEPTANCE DOCUMENTS Helicopter Inspection and Acceptance Certificate }Vacant to the S-76 New Helicopter Sales Agreement Number dated txtweert SlItcrsky Alneraft Careation and .; Inspection - Kathy acknowledges that he ht3 thoroughly Inspected the helicopter ckuited below and hal found It to be acceptable and in accordance with the nerve-omens of the above •e&r..a..d Asreanent; and Acceptance batty aocepta delivery and title of the helicopter desafbed below in on the day of at m. hours local dme. Aircraft Description — Sikorsky S-76C with Turbomeca Anti 2S2 Engines (colmecelY referred tonS-76C++ Serial Number Registration Number Engine Numbers IN WITNESS WHEREOF, . has tuned dna Certifiude to be executed this _ dry of Ca roma Nene Sage Ile re: Name Title: S76TD6167A Page I of 3 crnv rid', 41Lnp:trig SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261884 EFTA02727651 :2/14/2007 1.5:19 t • PAGE 25 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS: THAT SIKORSKY AIRCRAFT CORPORATION ("Sikorsky"), is the lawful owner of the Mt legal and beneficial tido to the following tangible personal property: that certain Sikorsky S-76C++ helicopter, manufacture's serial number 760 and thread SUMS ItgiStration number , toga with two (2) two Toilsome:a Ante% 2S2 engines bearing manerfseturets serial numbers and as more fully described in Exhibit A to tat certain S76Ctt New Helicopter Sales Aglocniall (Pfillber ) by and between Buyer (as defined below) and Sikorsky dated as of the day of . 200_ a amended end sniped to (the "Helleopler"); end all dominants and records relating or required to be maintained with respect to the Helicopter, including, without limitation, all flight manuals, mahnenance manuals. engine log books, airframe log book, weight and balance data. flight records, maintenance records, , airframe and aircraft component warranties, engines warrantka, avionics warranties, and any and all other records related to the Helicopter (the "Helicopter Doer meat"). THAT. for good and valuable consideration of the sum of One end 00/100 dollars (21.00). receipt and adequacy of which Is hereby adanwledged. Sikorsky does as of the date provided below, grant, convey, Inerfa, deliver and set over all right, tide and lamest in and to the Helicopter and the Helloopter Documents tnto ('Buyer•), and onto Buyer's sueeenors and assigns forever. THAT. Sikorsky hereby represents that them Is hereby conveyed to Buyer on the date hereof, all lepl, beneficial, record, good, equitable. eaclusive, and maskistabk tide to the Helicopter and the Helicopter Documents Ree and elm of any and all mortgages, liens, claims, encumbrances and right of others, and Sikorsky will warrant and defend such title forever agekat all claims and demands whatsoever. IN WITNESS WHEREOF, Sikorsky has caused this instnneent to be executed and delivered by Its duly authorized signater, sot of Ode day of 200. SIKORSKY AIRCRAFT CORPORATION Signature: Prirt: Title: 376TD6167A Page 2 of 3 SDNY Gildvt2C1013156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261885 EFTA02727652 12/14/2287 15:19 PAGE 26 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Certificate of Acceptance of the Completion Services Ptirnient to the S-76 New Helicenner Sake Agroannet Number between Sikorsky Avant Corporation and Inspection - hereby acknowledges the he Nu thoroughly inspected tho helicopter detaibed below and hn fooled it to be acceptable and in accordance with the requirements of the above le/brawn Agreement; aM Acceptance— hereby accept, delivery of the helicopter &rind below on the day of 2007 at m. hours local tone Aircraft Threrlptlen — Sikorsky 5.76O win Turban= Aril 282 Engines (Commonly known u 9-16 C4-41 Serial Number Registration Muter Engine Rumba's IN winless WHEREOF, . has caused thin Cornfield,/ to be nacute4 this day of 200 . Cestonser Nun Signature: Nana: aka $761T)6 167A Page 3 of 3 caNY—C14143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261886 EFTA02727653 • Sikanky Aireag Ovando.. 6900 Main Sired &Word. Cannocticui 06615 (2)3) 336 amo t A gniledlbchnologlesComON; MN* January 11, 2005 SPB6 I 67 Air Ghislaine Care of: Mr. Larry Visoski Jet Aviation 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Re: Proposal for a new S-76C++ Deluxe Executive Helicopter Dear Mr. Visoski Thank you very much for your interest in Sikorsky's S-76C++ helicopter (the "S-76C++"). We arc pleased to provide you with the following proposal for an S-76C++ in a Deluxe Executive configuration. The S-76 helicopter offers operators the most reliable, efficient and cost efficient helicopter in its class. An upgraded version of the proven S-76C helicopter, the S-76C++ will combine the rugged S-76B helicopter airframe with the more capable. FADEC-controlled Turbomeca Arriel 2S2 engines. All of Sikorsky's commercially offered aircraft are equipped with the Honeywell MARK XXII Enhanced Ground Proximity Warning System ("EPGWS") and the Universal 120 Cockpit voice data recorder. The EGPWS provides a real-time situational awareness of surrounding terrain and obstacles in relation to the aircraft's altitude and flight path. The system is designed to visually and aurally alert the flight crew to potential trouble ahead. More Fortune 100 companies select the S-76 helicopter over our competition due to: Comfort - a roomy cabin more akin to a corporate jet than any other helicopter. ;,:aO • Performance — the best t combination of speed, range, tint? payload and tingle engine performance. proven safety — with over 20 years of operating experience and nearly three million fleet hours. Feliabilitv — dual digital autopilot. integrated avionics system, flight management system and an all-glass cockpit: allowing flight in almost any weather. SDNY_Glittv1323011418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261887 EFTA02727654 I. Sikorsky Proposal: S-76C++ Quantity: Baseline Helicopter Unit Price: Deluxe Executive Helicopter Completion Services Unit Price Deluxe Executive Helicopter Unit Price: Total Contract Price: Title Transfer. Completion Services: Deluxe Executive Helicopter, as defined in Attachment A One (I) US $ 8.000.000 as defined in US $ 2,500,000 as defined in US $10,500,000 as defined in I and 2 US $10,500,000 2007 2007 Attachment A Part I Attachment A Pan 2 Attachment A Pans 2. Delivery - For the proposed configuration and based on current backlog, the Deluxe Executive Helicopter could be completed approximately eighteen to twenty months after execution of a New Helicopter Sales Agreement containing Sikorsky's standard terms and conditions of sale ("Sales Agreement"). Sikorsky reserves the right to adjust this lead-time based on a customer's configuration requirements and the current manufacturing backlog. 3. Payment • An initial payment of 20% of the Total Contract Price is due upon execution of a Sales Agreement. A payment of 80% of the Baseline Helicopter Unit Price, is due upon acceptance by the customer and title transfer of the Baseline Helicopter (proposal Attachment A, Pan I), which shall occur prior to induction of the Baseline Helicopter into Sikorsky's completion center (approximately six months prior to delivery). A Completion Services Interim Payment (40% of the Deluxe Executive Helicopter Completion Services Unit Price) is due upon induction of the Baseline Helicopter into Sikorsky's completion center. A Completion Services Final Payment (40% of the Deluxe Executive Helicopter Completion Services Unit Price) is due upon final acceptance of the Deluxe Executive Helicopter (proposal Attachment A, Part 2). 4. Publications — Sikorsky shall furnish with the Deluxe Executive Helicopter a copy of the Pilot's Flight Operating Manual, Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Pans Breakdown, and all revisions to each manual for two years after delivery of the Deluxe Executive Helicopter. 5. Training-Also included in the price of the Deluxe Executive Helicopter. Sikorsky will provide pilot and maintenance training for two pilots and two maintainers at FlightSafety International, in West Palm Beach, FL as well as engine maintenance training at Turbomeca's engine facility in Grand Prairie, TX for two engine maintainers. Travel costs to and from the learning centers. and accommodation and local transportation during training will be at the customer's expense. All classes and training materials arc in the English language. 6. Warranty • Sikorsky provides a comprehensive warranty that provides coverage for a period of two years or 1,000 hours (whichever occurs first), without pro-ration. SDNY_GI/M3230M59 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261888 EFTA02727655 • • 7. Airworthiness Certification — The S-76C++ helicopter is designed and certified to the Federal Aviation Administration FAR Part 29 Transport Category Standard, the most stringent FAA category for rmorcraft. 8. Charter Time - As an added benefit of an S-76 Deluxe Executive Helicopter acquisition, Sikorsky is pleased to provide ten hours of S-76 charter time in the metropolitan New York area with our subsidiary, Associated Aircraft Group (AAG), at no charge. Availability of charter time is subject to standard terror and conditions of AAG. The credit for these services may be used at your convenience and will remain on account with AAG for two years after execution of the Sales Agreement. 9. Disclosure — This document is provided with the express understanding that the document contains technical, business, and/or financial information which is submitted in confidence; and no disclosure or use of this information is pemtissible without express written consent of Sikorsky except by Air Fleet Leasing and Management Company, Inc. within Air Fleet Leasing and Management Company. Inc. as necessary for the evaluation of this document. 10. Offer Acceptance - - Except where modified by the Attachment (B) S76-C++ Deposit Agreement, this proposal shall remain valid for sixty days from the date of this letter and is subject to execution of a Sales Agreement containing Sikorsky standard 'emu and conditions of sale. Prior to execution of a Sales Agreement, the delivery position for the Deluxe Executive Helicopter is subject to prior sale. Your interest in the S-76 helicopter program is certainly recognized and appreciated by the entire Sikorsky team. We look forward to discussing this potential transaction in greater detail at your convenience. In the meantime, please do not hesitate to contact Mr. John Sanor, Regional Sales Manager. at telephone (904) 529-9884 if you have questions. Please also visit our website at WWW SIKORSKY.COM for further information and pictures of our aircraft. Very truly yours, SIKORSKY AIRCRAFT CORPORATION ole Marc B. Poland Director - Proposal Operations Enclosure: Attachment (A) S-76C++ Deluxe Executive Configuration SDNY_G MIMING SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261889 EFTA02727656 • Air Ghislaine DELUXE EXECUTIVE AIRCRAFT ATTACHMENT A BASELINE AIRCRAFT - PART 1 Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit - An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin - A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other - Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Praline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 55B Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litet AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk￾around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backuo/Safetv Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, r Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks - Cabin, Single Action Door Release, Capin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SPB6I67 ; ol 6 Januar!, MOON SDNY_GL1V01305860 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261890 EFTA02727657 Air Ghislaine DELUXE EXECUTIVE AIRCRAFT ATTACHMENT A PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 11002 Radio Tuning Units RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 940 11037 DME, 2nd DME 42 30012 Audio Jacks - Emergency (StdBuse) 30020 Audio Jacks. Cockpit - Bose 30093 Cabin Call System 31022 Speakers - Door, Four 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav(LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange (or Prunus 440 36102 Multi-Function/Moving Map Display, Garmin AT MX-20 36103 Chart View Option for the Garmin AT MX-20 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System • CAS 66A 37017 TCAS Control Panel CP 66B 37025 TCAS I TANS! Display, Dual -IVA 81A PAINTS & FINISHES 50002 VIP Interior Paint Prop & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wail panel system, high performance airframe mounted secondary acoustic package. Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cOckpitkabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin wndOws, decorative plating in cabin. illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cocked carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward ol raised fuel deck, seat maintenance covers, cab n floor runners, molded baggage compartment floor liner, Stain Guard Protection. Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings 63003 Captains Swivel Chairs - Forward Facing 63008 Refreshment Cabinet - Low Profile Aft Cabin 63014 Aft Facing Bench - 3 Place Outboard Arm Rests, Fold down Table and Storage draws SPII6I67 Pj_•e 5 ol 6 laruary 2006 SDNY_GLI902:10C6t62 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA Q0261891 EFTA02727658 • • Air Ghislaine DELUXE EXECUTIVE AIRCRAFT ATTACHMENT A INTERIORS (Continued) 63071 Bulkhead Storage Compartment - Crew (Mt Facing Bench) 63085 Cabin Coat Hooks, Two 63091 Cabin Cup Holder Set 63098 Acoustic Noise Reduction • Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents. Remove AIRCRAFT ITEMS 80001 Boarding Step, Retractable • LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C÷.) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator • "FUEL X•FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON - 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights • Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bit ilar SP 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - '•Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion SPR6167 Page 6 016 SIDNY_GWO2500163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026I892 EFTA02727659 Air Ghislaine S-76C++ Deposit Agreement ATTACHMENT B THIS S-76 DEPOSIT AGREEMENT (Deposit Agreement), dated as of is made by and between Sikorsky Aircraft Corporation ("Sikorsky") and the Customer named below. I. Specific Terms - Customer. Helicopter Final Configuration: Air Ghislaine Inc. S76-C++ Baseline Helicopter Delivery Date: April. 2007, or earlier as may be practical at seller's option Completion Services Date: October, 2007. or earlier as may be practical at seller's option Deposit: IJSS100.000.00 Buyer's Contact: Name: Mr. Larry Visoski Address: Jet Aviation 1514 Perimeter Rd. West Palm Beach, Fl. 33406 2. Intent — Customer wishes to purchase one (I) Helicopter from Sikorsky in accordance with the terms and conditions of Sikorsky Proposal No. SPB6167 dated January I I, 2006 except as specifically modified by the delivery dates in this Deposit Agreement. 3. Deposit - In consideration of Sikorsky's commitment to reserve the above delivery dates for Customer, Customer shall immediately pay Sikorsky the Deposit. The payment shall be made by wire transfer to Sikorsky, Account No. 57-56685, ABA No.071-000013 at BANKONE, I Bank One Plaza, Chicago, Illinois 60670. 4. Sales Agreement — By January 31, 2006. Customer shall (i) execute a 5-76 New Helicopter Sales Agreement for the purchase of the Helicopter and (ii) pay to Sikorsky an initial payment of 20% of the Total Contract Price less the amount of the deposit upon contract signing. Payment method is by wire transfer to Sikorsky's designated bank. If such events do not occur by such time, this Deposit Agreement shall be deemed terminated and Sikorsky shall be entitled to retain the Deposit. 5. Non-Assignable - This Deposit Agreement may not be assigned, wholly or in part. by either party without the prior written consent of the other party. SPB6167 Page I of 2 January 2006 S0NY_GLIV0Zi0at64 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261893 EFTA02727660 Air Ghislaine S-76C44 Deposit Agreement ATTACHMENT B 6. Effectivity —This Deposit Agreement shall not be considered effective until the Deposit has been received in accordance with paragraph 3 above. Prior to such effectivity, all new helicopter delivery positions and the above-defined delivery/completion dates are subject to prior sale. IN WITNESS WHEREOF, the parties have executed this Deposit Agreement. Air Ghislaine Inc. Sikorsky Aircraft Corporation By: Name: By: Title: Name: Date: Title: Date: SPII6 167 Page 2 of 2 January 2006 SDNYGLM)23052/511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261894 EFTA02727661 ? -4)\-tkraee.k.W:CC% 411x7 , 1'9' ssespor) 1..r. .-Ano t am-v\ .}- V-A-aMc4L is • gJnocit coo' i •. s--oz; g cs--- L___ --KJ. cnnott yrso ..k•S) 1 1. 44, a t I e• 9--,‘‘.;vv tirbal' c Id Lt‘ qcatcc- • --ak>trp-6-50 I ..2c A N vdkyilcia \eta ice. a)aldb. I 0 t C4C)1 1Q—A t . a ."“ • S0NY_G&11V023O3866 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261895 EFTA02727662 ali nadrff SW/ Al/ MEV EX/WES5 - EXTREMELY URGENT 1-800-CALL DHL 1-800-225-5345 www.dhl-usa.com DO NOT SEND CASH, CASH EQUIVALENT OR JEWELRY DHL CANNOT DELIVER TO P.O. BOXES le Isonotits i Nninend by US EtfveSs we subject I , I DM Terns and Cnnel.boot P' 01 C9MI994 as publinlind AlA .1 %way dhl usa Coen and nn ? Z the DHL Waybill' DIE, Welty shall not evc US S100. Slopmenl Value Protection may he wan?! _ris upon f0MUVli fin= shiprn Involves an ultimate slope Z country OBI than the coui — of departure. the Warsaw Convention may he applwa UI u. YI LLa 0 2005 NI notes ins/even Si4WM Accolad Iasi hovel ruin Ho. Kosunt as sit ano... Onen .rf t. ii ile• VIII' MIK 293°03.5. 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Fl. 33324 M(00 444 VI DOC 110000415 (5/05) to SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261896 EFTA02727663 Shurkus, Christopher R SIK From: Shurkus, Christopher R SIX Sent: Sunday, December 30, 2007 4:11 PM To: Ivjet@aol.com; Lancecasoway&maitoom Cc: Darren Indyke; Poland, Marc B SIK; Shurkus, Christopher R SIK Subject: S-76 Delivery Arrangements Importance: High Attachments: Fax-Dec-28-2007-17-37-06-189827.pdf; Delivery Documents 667 (Air Ghislaine) (Completion).doc Lance, could you please give this email and the attached documents to Mr. Epstein. Mr. Epstein, Sikorsky agrees to fix the items identified during the prior inspection as listed on our pink sheets included as attachment to this email. All items on the pink sheets either have been, or will be fixed by Monday January 7m, and will be reviewed with the inspection team. Photos of the armrest repair will be sent tomorrow in the AM. Further to our prior communication, Sikorsky would agree to a $100k withhold on the payment tomorrow, pending the opportunity of your team to verify that this commitment has been satisfied. Please see the bullet below that has been added. I have also attached the new delivery documents with the $75k credit included. Thank you Pink Sheets and delivery documents: Fax-Dec-28-200 Delivery •17-37-06-18982 orients 667 (Air t Air Ghislaine, Inc (AGI) and Sikorsky Aircraft Corp. (SAC) agree as follows; Inspection and Acceptance: • AGI has inspected the completion services performed by SAC and has noted a list of technical discrepancies ('pink sheets'). • SAC has agreed to rectify all noted technical discrepancies that were identified during the inspection process. • Since AGI's inspection, SAC has corrected all but one of the technical discrepancies (Audio level in the ICS). • AGI will accept the completion services not later than Monday, December 31, 2007 by signing the acceptance of completion services and delivery documents. • Any technical discrepancies found by AGI (upon return visit) to have been inadequately addressed by Sikorsky will be rectified at no cost to AGI. • SAC will provide to AGI a credit of $75k to be applied to the completion services invoice. 1 SDNY_GittA)23013468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261897 EFTA02727664 • AGI will send payment of completion services (net of $75k credit) via wire transfer on Monday, December 315t. • The payment for completion services to be transferred on Monday, Dec. 31, 2007, may be reduced by a $100k hold-back. This hold-back is not a credit against the price of completion services and will be paid by AGI upon the follow-up inspection (described below as during the week of January 7) being satisfactorily completed. The aircraft will not be released by SAC prior to receipt of this final payment. Obligations Surviving Acceptance: • SAC has agreed to lower the aft facing bench seat so that the bulkhead windows are more visible to the passengers at no cost to AGI. • SAC has agreed to supply both the synthetic lamb's wool carpet and the original throw carpet at no cost to AGI. • All obligations of SAC under the New Helicopter Sales Agreement which survive delivery of these completion services (e.g. training, warranty) will be considered transferable by SAC to a subsequent purchaser of the aircraft in an anticipated resale by AGI. • AGI will return to KHC to inspect and accept the aircraft discrepancies the week of January 7th. AGI will then fly the aircraft away. 2 SDNY_GLIWZIOC6t69 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261895 EFTA02727665 Shurkus, Christopher R SIK From: Shurkus, Christopher R SIK Sent: Sunday, December 30, 2007 3:13 PM To: Poland, Marc B SIK Subject: RE: S-76 Delivery Arrangements Attachments: Fax-Dec-28.2007-17-37.06.189827.pdf Gentlemen, SAC agrees to fix all items listed on our pink sheets that are attached. We are still in the process of completing the audio level in the ICS and have agreed to lower the aft facing head rest so that window looking into the cockpit are more visible. All items on the pink sheets will be fixed by Monday January 7", and will be reviewed with the inspection team. SAC/KHC will send photos of the armrest tomorrow in the AM, Larry can look at it during the inspection next week and we will still fix any minor issues with the upholstery. The 75k was given in good faith regarding the quality of the interior, if you would like it all done over then SAC/KHC will rescind the 75k credit and use it towards new seats. I have also attached items that Larry had concerns with, this was sent to SAC in an email and we have answered these questions below. Most of the items are currently being worked and they will be inspected next week at acceptance. Some items are part of our standard interior and cannot be changed at this point without a major overhaul of the interior. Please let us know if this is acceptable and this is orgy agreed upon that payment is made by COB December 31a and the Acceptance of Completions is signed tomorrow also. Please see the responses to the questions below. item 1- Interior rendering notes side panel nickel trim, at this time it is not installed (only doors have nickel plating installed). Per Interior Sec Rev H pages 14-16 show plating on cabin doors only 8 nothing on fwd II aft sidewalls. item 2 - aft facing seat does not match the rendering, seat is at least 4 Inches to high. Presently looking at options to improve look & comfort of seat 8 request customer input. item 3 - fold down VIP arm rest is unacceptable in functionality and appearance ( starting with the retractable cord to poor stitching. Needs to be redesigned and completed. Presently reworking the upholstered portion of armrest & options of how to connect/ store Ipod & phone cables item 4 - complete interior stitching to simply say is un professional. Interior headliners 6 some other areas required more than standard seams due to the yield in customer supplied calf hydes. Item 5 - Volumne for IPod and cell phones Is low and requires amplifier installed. KHC has optimized volumes & are researching additional ways to improve the volume control. Item 6 - Lamb carpet as requested in spec was not supplied. Vendor claims sheepskin throw only available in "gray". Further attempt to fabricate in house are being investigated. Item 7 - interior rendering notes the appearance of solid indirect lighting,„Mr. Epstein did not like the LED lights and appearance of the DOT effect noted on the exposed lighting, including the entrance handle that reflected the light DOT's...please refer to rendering and then look at completed product. it appears as a cheap limo looking light effect. to quote Mr. Epstein. If these items are out sourced to another vender for a VIP quality interior, may I suggest I.J.I. Interiors. (International Jet Interiors, Eric Roth, owner), he has completed our Gulfstream and Boeing Interiors with the quality stitching we are looking for. The LED lighting is standard on all SILENCER Interiors to date. Item 8 - reading lights lumens are very low, The reading lights also have been standard on all SILENCER interiors to date. Item 9 • replace all cockpit Avionic face plates due to over spray and improper cleaning of surface, We are presently looking at options to resolve this issue. Item 10 - headset hangers un presentable to owner, need new engineering. These were designed with S0NY_GIINDIKKine SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261899 EFTA02727666 customer input & are willing to review with customer for alternate improvements. Item 11- aft facing seat bottom contour does not match fwd facing seat, correct contours is aft facing seat. The seat cushions are identical & positioning on fuel cell may be an option. Item 12 - leather is not attached to seat foam,,,it vibrates if not being sat in. We can adhere covers to cushions to eliminate the vibrating covers. Item 13 - Boarding step non skid should be black (NOT WHITE). These can be painted any color. Item 14 - Need improved tracking, Mr. Epstein rated the ride a 8+. We have invite customer rep to fly & improve the ride & agreed that ride was acceptable & can review options with SAC vibration specialist if needed. Item 15 - Replace R/H cabin window by VIP seat due to distortion. This window can be replaced. Item 16 - need reading lights in center section of bench seats (overhead),,,and increased Lumens for indirect lights. night operation, cabin lighting is LOW. These lights were installed per Interior Spec & customer input. Fax-Dec-28-200 -17-37-06-113982 Air Ghislaine, Inc (AGI) and Sikorsky Aircraft Corp. (SAC) agree as follows; Inspection and Acceptance: • AGI has inspected the completion services performed by SAC and has noted a list of technical discrepancies ('pink sheets'). • SAC has agreed to rectify all noted technical discrepancies that were identified during the inspection process. • Since AGI's inspection, SAC has corrected all but one of the technical discrepancies (Audio level in the ICS). • AGI will accept the completion services not later than Monday, December 31, 2007 by signing the acceptance of completion services and delivery documents. • Any technical discrepancies found by AGI (upon return visit) to have been inadequately addressed by Sikorsky will be rectified at no cost to AGI. • SAC will provide to AGI a credit of $75k to be applied to the completion services invoice. • AGI will send payment of completion services (net of $75k credit) via wire transfer on Monday, December 31u. Obligations Surviving Acceptance: • SAC has agreed to lower the aft facing bench seat so that the bulkhead windows are more visible to the passengers at no cost to AGI. • SAC has agreed to supply both the synthetic lamb's wool carpet and the original throw carpet at no cost to AGI. • All obligations of SAC under the New Helicopter Sales Agreement which survive delivery of these completion services (e.g. training, warranty) will be considered transferable by SAC to a subsequent purchaser of the aircraft in an anticipated resale by AGI. • AGI will return to KHC to inspect and accept the aircraft discrepancies the week of January 7th. AGI will then fly the aircraft away. 2 SDNY_GliMillY3114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261900 EFTA02727667 Tracking: RocIplirnl Read Poland. Marc B SIK Read: 12/30/2007 3:14 PM 3 SONY_GLIVOT105132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261901 EFTA02727668 Itom P40. Dian g Suitd:ii. K 14 AL:nit mit • DeEDITING DEPT PAGE Ei 1 !,? 4 -1-<"•"7.7 :Aucratirii Serial • 1pagistration ,..4.1- on 'Wilke • -r ocesk.ory SIBtalib retsier:. tatc• 44%44 &id ea _P eti lumeixa Ale 'knit.. Par SerAilmaear 4 itt .... — Rite.a.- • Itvcus code t o ad Date Shop hat, ufk ikt-ao-e/• 4k al/410 Sik SA 1184Rer I SEE REVERSE SIDE FOR • ,ISTRUCTiONS 566)YGlIAVOZP313133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261902 EFTA02727669 1 EYFEDITING DEPT PAGE 02/04 2 H A3. O. ,r 40,6ns. r1 'S'~fl}YfJ s a.rg. 0,7 .. *4 'L diiktcAd To Y ee Atlitriaiitart ,• .54`t5 '•• -ethf549/I• Y IrCfikailri •• ISOb it i n it . itt ali : .1 *7 Iat mi-et t" ": 5 oalit RWastr arntil et tOs* :hitt)r Cianstior41,144 AO. Sy tAiii envtur- 'boot 66444 :laic, 21.44", - 12/ „Ism pis.- ik.....1 gy„...:., .....aa.,... . c : Ae •• Ism ni. ect,,wit top.audastatrit"Lid a k t Th,. Alcw" r.cat.:4 taPite, ketasaur or La eam td ',S estiva, lint tAgad LIGortS J ©1 IR :021tii. raw.* Est. &co.. 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EXPEDITING DEPT 4 Yo PAGE 04/04 8.414/ 1184 Rev 1 te611041:14r4864143t ilisPnititome soNY_GlikilOC6436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261905 EFTA02727672 Shurkus, Christopher R SIK From: Sent: Monday, March 05, 2007 6:21 PM To: Shurkus, Christopher R SIK Subject: Air Ghislaine contact info: Chris, Indyke at our NYC office to review this invoice Thanks, Larry Visoski AOL now offers free email to everyone. Find out more about what's free from AOL at AOLcom. 3/22/2007 SDNY_GliktIZISIMIS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261906 EFTA02727673 REGISTRATION NOT TRANSFERABLE UNITED STASIS OF AMERICA DEPARTMENT OF TRANSPORTATION - Ft0ERAL AVIATION ADMINISTRATION CERTIFICATE OF AIRCRAFT REG TRATION TM. conflIc.14 Rol M Is IN ML￾oil ON wort ATIONALITY AND AIRCRAFT SERIAL NO. EGISTRATION MARKS N 90000 760667 AANUFACTURER AND MANUFACTURER'S DESIGNATION OF AIRCRAFT SIKORSKY S•78C-2 ICAO Aircraft Address Code: 53106606 AIR GHISLAPIE INC PO 00X 202 WILMINGTON DE 19803 CORPORATIO hut ofnificsl• I. o4F4 for isocif￾c« purposes oily NI Is BM • cerill￾Rio sr fill.. TN lostist •.1.- Heil afelolsuelm ten ox 4•I•telot r.gbti el eamrslIo rs .n•••• vireo nom. cosine. OM 54 .Not MECHEM elfcrdl las Von BE EA Ma !Wit*, El OE End IONIA' Alaisforoles. LOS boneAryfICA le BEMOAN' Alth OE EntErit An I ittenailool CAD Arlifils. DOS 0•4•Abo I. III., ••• Ali. Mho 49, 11.04, Sion f as woollen ward ears/woe. U.S. O•pacimont of Tranaponalion Federal Aviation Administration ATE Of 1550. June 27, 2007 '‘-Y ebeCji‘fr e ACWIMIS7RAIOR IC leee losnionna Isouss4 f se•skoot Alma. 5 U.S. Ooputivom of Tfonsportallon Federal Aviation Administration IND 5.114114 fool•Ify P.O. En 13904 OTIMens City, 01 13131-0301 Oilltral Bin/Eels Palalty lox M.o. N. 5300 44 f•fe 1050-3110.2001/ Apra, .... tonics*. spoors T0' AIR GRISLANE INC PO 00)( 202 WILMINGTON DE 19803 908CM SDNY_GIND7317134158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 A EFTA_00261907 EFTA02727674 6 A Unhed Tech,.Iogics Company Sikorsky CUSTOMER ACCEPTANCE INSPECTION NOTES Page: Aircraft Model: / C Serial Number: Registration No: e; item NO. Date Description Action Taken Date Shop Inep. Ir 44 4/ 9? 6n' 474sese 0/ add A de.. ionik -4,n, X., ear:, id.sid/idodid. e...ity • 2- • ,,A•0 Ala*" Dc Thke.M., Am.- im 7.7.slAd.o., Ads ed.. Ovo e.94yee) ilentecol/. - / 1,4P /e/M Ups.' st.44ic "DPI" L 4ei id.diu,,.. Add AXSA,:, e.o.70.6.,..i 1.1 -s. V. %340b ,090/Y AA, vp!•eeo,I74.)/..*(ess.... ip......../../,;.v. AO -Sem/ _ ._ . • 1646 P ille -seat/ /pi ea etek.erol WO' de rfeeemotije,c," 2.7.A.,„„ 6 . IOLA,. .iefesitchicil 449 de//x sfreidie 5,71. .23e. 2—.44,11.2\Ar,,,swe./41,..-. ALie..0,- Albrowie S . AP LAI 5f1A et//y• .f. a 1,1~1 509 /MAC 4 4:04:15 031414.....s. 4-, imive l'ocol 9 , I4,& /Iv> - Se41 S/iSi.., 4. Age/i /0. 044) i., . , ii i) Volud Access kV Ads is..4411 e /Wm,- sAstos:, 5i74 .. .// _/2,07 / 17sast ilex' idsad. ELT 4,4%.4ro. Afe.04;44•;.« $4.?.hic4 • Ag • / 11,... ‹[.."Eir-Arl 44 1 S4.4 ,01A 4p*,•;3e .57,9. 23-37' la 4 . /OR 7414a., •,e 4;ds). SA 118-5 Rev 1 SEE REVERSE SIDE FOR INSTRUCTIONS SD NY_G ki/1432:10D17,9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261908 EFTA02727675 A aft Sikorsky -qmer A United TerchnobsAes Company CUSTOMER ACCEPTANCE INSPECTION NOTES Page: Aircraft Model: 4 74C Serial Number: 7405 -4? Registration No: s- g.41.. Item po. Date Description Action Taken Date Shop Insp. 13- /.34.1P Als-s.t.i"Ss/.:7 (3.4 rill Aen..... bo4 side Af/ymo.v. 57-10 4' 4.) 4. $.0 /41 /4.449- */ '-e.7. eve.. Leet< at , c •-• 70:4 -,41:. A lec. 4-e..1.- Awe 44,-.) Ce...1,.• 50 OO7i eV .614C. yeari,...v . s:L-.43, iii. 4EA• Gen...." 4/1/ •C'i/e /c..id/str' ,CA A lre.4. 445 . A. /0,4 Ass.1,, G26,4 449 &lop, $..c..Aie AAAe Odaujg ___ — /7. iP/4,40. ,/,' c,,..xi.i.."- 44., 4, e..4. has c4,• /5' /A/ r4is 5 5-34. eh. MiSfri.., e,... -.2;sr4,....e7' A../ 4 faiirt €A9 e.4f 44 1 40.1. 0.......• Ao 14,4.p. ..4/v ,,,,,,Agev e...e,v, o'a,' ,:,,,.....,:,... .tetar.fiernri isaae /i/o0G Serwo.s: P. /,4/19 . eoneowil.e.7 441, 14V￾I.,././4 6 1....1 A.focr:Aul D/_ Aksi,/. .. g2. 4,4,i,i..AvA- if,,-./A.,......4 .., ,-........".. es...vat, ”‘"c.7 .- e/Ioe i•le;s' , .. ,.,2 1344,2. .77el.. e ..., ,. A "..., Al....et, Alets, AV. rh:#47. . SA 118-S Rev SEE REVERSE SIDE FOR INSTRUCTIONS SDNY_GIMDB00180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261909 EFTA02727676 Sikorsky CUSTOMER ACCEPTANCE INSPECTION NOTES Page: Aircraft Model: Ii X Serial Number: ?e.,6,5-8 Registration No: ‘5 -sn Item No. Date DomIpSon Action Taken Data Shop Insp. ii. *09- -74-i/RomA • ea. 5/.., S/A 1ms ll'A em so,' e/5%114. ,2s: liy.47 ir;.... 7:// AA.- de401.4r /.4...1 a ow./ Ari - -rtn‘ Sier" 2.6. A34;10 T;/ AU.- ,v..e4 f?// &gat 4i il-..a - ,, , cite ,0" 27p . P. *fib P-740 14 lgoAlles Aee.944o Ae Re - ce......See/ gir• /4d? A46. 5.44- hi, ,PE em .k.--4-/v.4.4ive,.. .4.•_eiy.t.' 4..7.. s 44' .5-,..Ve 4.6 -0/44 _ .. . _ . . ./.4..y SDNYG*1:110261130 SA '15.5 Rev 1 SEE REVERSE SIDE FOR INSTRUCTIONS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1 9 10 EFTA02727677 tit Sikorsky A WI. ThcAn.A.O. CAA., CUSTOMER ACCEPTANCE INSPECTION NOTES SA 11.5 Rev Page: Aircraft Maiel:,Z _ Serial Number_ Registrabon No: ENRIMININ .11.1 SEE REVERSE 810E FOR INSTRUCTIONS SDNY_GII0/014051112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002619 I I EFTA02727678 S-76C+ Flyaway Kit Inventory P/N 76700-00106-016 COMPONENT NOMENCLATURE CITY REC SHORT NOTES H10-26, ALTERNATE PN H10-86 HEADSET/MICROPHONE 3 0401275740 EXHAUST COVER. ENGINE. LEFT 1 1 0401275750 EXHAUST COVER. ENGINE. RIGHT 1 1 1 76600-01106-042 WALK-AROUND CORD. ICS. 30 FEET 2 76600-01106-041 WALK-AROUND CORD. ICS. 6 FEET 1 1 33776-84252-042 ADAPTER, ENGINE WASH TANK 1 I 76552-02119-041 JUMPER ASSY. IIDS MAINTENANCE, P2294 1 ( 76700-20021-042 PIN ASSY. MLG 2 a￾76700-20021-044 PIN ASSY. NLG 1 I 76700-20024-052 SHIELD ASSY. ENGINE INLET. RM 1 I 76700.20024-053 SHIELD ASSY. ENGINE INLET. LM 1 r 76700.20024-054 SHIELD ASSY. IGB INLET. FtM 1 l 76700-20024-055 SHIELD ASSY. IGB INLET. LM 1 76700-20024-056 SHIELD ASSY. AFT COWL INLET, R/H 1 76700-20024-057 SHIELD ASSY. AFT COWL INLET. LM 1 76700-20040-041 COVER ASSY. PITOT TUBE 1 'al i 76700-20041-043 TIE DOWN. MAIN ROTOR BLADE (4 per Set) 1 SET I. 76700-20260-041 COVER ASSY. ACCEL BLEED VALVE TUBE 2 ...). \ 951-0386-001 EGPWS Smart Cable 1 I NOTES: 1. PM 33776-62978-047 cord provided in lieu of P/N 76600-01106-042 2. P/N 33776-62978-048 cord provided in lieu of P/N 76600-01106-041 NC: 760667 Name Date Inventoried by Keystone: cciees,a3g5"-- I Inventoried by Sikorsky: r /or e / tio, Inventoried by Customer: ' . I 4$2._ I ',In-, 2 eizo KCC-FM-PD-06J SONY_GW333130233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 19 I 2 EFTA02727679 Shurkus, Christopher R SIK From: Loschiavo, Michael I) SIK Sent: Thursday, February 01, 2007 9:21 AM To: Shurkus, Christopher R SIK Subject: FW: Air Ghislaine add/delete From: McTaggart, Thomas 5 51K Sent Saturday, October 07, 2006 10:17 AM To: Loschlavo, mediae 0 51K Ca Basile, Carmelo 5 Sir, Hayden, Chants L SIK; Schmidt-Lange, Tomas 51K Subject RE: Air Grislane add/delete Mike, The following are the adds/deleted for Air Ghislain based on the 10/3/2006 meeting in NY. Rom: Schmidt-Lange, Thomas SIK Sent Wednesday, October 04, 2006 5:46 PM To: Meraggart, Thomas $ SIX Cm Basile, Carmelo S SIK; loschimo, Michael D SIK Subject Air Ghislane add/delete Torn, Here is my shot at adds/deletes for Air Ghislaine based on yesterdays meeting. I'm sure I missed some interiors things. Please modify as you see fit. Thanks Tom 86017 Console Storage Bin - Small 76088 Cabin Window Shades, Electro Chromatic, Six, with control in (4) cabin positions. 90011 Cellular Phone Swivel Charging Base, Power Supply and Antenna. Phone to be on Battery Bus and interfaced with Plt/Cplt Baseline Audio Controllers 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3-4 passenger, W/ wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 900218 90009) and holders for customer furnished IPOD/Cell phone. 90014 Replace 63000 standard rigid cabin pull handles with retractable, flush mount, design. Cover handles in leather. 90015 Sheep skin throw carpet for cabin floor 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Custom cabin interior materials either using the exact authentic materials from the customer's Bentley or providing match in color/quality (leather/wood/carpet/sheepskin/headliner). 90018 Provide additional under seat drawer divisions over the standard (3) drawers for the 63013 aft facing bench seat 90019 Do not install the 63000 magazine storage in lower cabin doors 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021 Cell phone interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat ((4) positions) Delete: 32001 Cellular Phone Base and Charger 1 SD NY_G I/M:17303284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261913 EFTA02727680 63036 Fwd Facing Bench seat, 3-4 passenger, w/ fold down armrests and center table 90008 Cell phone interface Tom Schmidt-Lange Preliminary Design Sikorsky Aircraft Phone 203.386.3830 eFax 860.998.6659 tschmidttange@sikorsky.com 2 SDNY_Gitivt1O3/85 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261914 EFTA02727681 Shurkus, Christopher R SIK From: Loschiavo, Michael D SIK Sent: Friday, February 02, 2007 12:40 PM To: Shurkus, Christopher R SIK Subject: FW: Air Ghislaine Cell phone installations From: Schrnidt-Large, Thomas SW [maato:TSchmidtlancoOSIKORSELON Sent Tumday, January 30, 2007 12:51 PM To: inschiavo, Michael D SIK cc Hayden, Charles L SIX Subject Air Ghistaine Cell phone installations Mike, below is a draft email to Air Ghislaine to explain why we ca&t install a cell phone in the cockpit of their S-76 in the way we had discussed with them. Sorry this took so long....flve had a lot of discussion/negotiation/etc. with Keystone to make sure we have a solid solution. Please review, modify as appropriate and send to the customer so we can get their OK and have Keystone quote a new solution. Thanks Tom Below are the cell phone and iPod options currently contracted for the Air Ghislaine S-76Ot. configuration, including some comments and recommendations about these. We would appreciate your response to these so we can update the quotation and complete design work. Please provide your approval of the recommendations, or an alternate recommendation. 32001 Cellular Phone Base and Charger Surface mount in cockpit or cabin area, a customer supplied cellular phone charging base. Installation includes: surface mounting of phone base to cockpit floor or bulkhead; 28 vdc to 14 vdc voltage converter, circuit breaker; mounting hardware; aircraft wiring; etc. Custom built-in mounting of charger base is available at an additional charge and must be quoted on an individual basis. Cellular phones are not permitted to be used while airborne. Comments: At the configuration meeting, we understood your desire to have the cockpit cell phone integrated into the cockpit audio control panels in order to enable direct use of the cell phone through the cockpit headsets. After further investigation of this type of installation, our completion center, Keystone Helicopter, provided the rationale below for avoiding this approach: Keystone Statement: Keystone Helicopter Corporation (KHC) no longer accepts work to modify existing aircraft or new aircraft with integrated cell phones into the cockpit. Historically mobile phones have been installed in the cockpit and integrated into the ICS system with the understanding that system can not be used inflight due to FCC and FM guidelines. Recent guidelines within the FM have forced a review of these installations as to the environmental qualifications of the equipment and a failure hazard assessment of the install. Typically, customers request their current phones which rarely meet any environmental qualification (i.e. DO-160, mil-std 810...) or have been evaluated for their MTBF in a helicopter environment. Failure of the system may directly effect other cockpit flight equipment and increase pilot workload. Recommendation: Keep the cell phone base and charger as currently In the contracted configuration (described above in 32001). The ability to make cell phone calls through the headsets can be achieved by purchase of a commercially available headset-cell phone interface unit. 1 SDNY_GlidV0/3313286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002619 15 EFTA02727682 90008 Cell Phone interface in cabin to allow cell phone to be plugged in and communication enabled through cabin Bose headsets Comments: Will function as described in option title above. FAA regulations prohibit use of cell phones while airborne, therefore the cabin cell phone interface will be disabled in flight through a link to the weight-on-wheels switch. 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard In all cabin Bose headsets. No other controls, volume controlled via IPod device Comments: No issues. 90010 Audio Input Jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via IPod device Comments: No issues. Regards, Tom Schmidt-Longo Preliminary Design Sikorsky Aircraft 2 SDNY_GINCII03288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261916 EFTA02727683 Loschlavo, Michael D SIK From: Loschiavo, Michael D SIK Sent: Tuesday, October 10, 2006 8:51 AM To: Sam; Jones, Darrell L. SIK Subject: FW: Air Ghislaine add/delete Can someone quote this in Breck's absence? I need this pretty quick From: Loschtavo, Michael D SD( Sent: Tuesday, octoter 10, 20068:49 AM To: Campbell, Brecx SIX Cc Disquarel, Cheryl SIX; Bergen, William AK; Sdmidt•tange, Thomas SIX; McTaggart, Thomas S SIX; Basile, Carmelo S SIX Subject FW: Mr Ghistaine add/delete Breck- See below for proposed changes to the Air Ghislaine specification. Please provide a quotation for implementing these into the Air Ghis contract. Cheryl- I will need a contract amendment to give to the customer Bill- I will also need a new W and Balance Est. for these changes thx From: McTaggart, Thomas S SD( Sent Saturday, October 07, 2006 10:17 AM To: Loschiavo, Michael D SIK Cc: Basle, Cameo S SIK; Hayden, Charles I. SIX; Schmidt-Lave, Thomas SIX Subject: RE: Air Glisten* add/delete Mike, The following are the adds/deleted for Air Ghislain based on the 10/312006 meeting in NY. From: Schmidt-Lange, Thomas SD( Sent Wednesday, October 09, 2006 5:46 PM To: McTaggart, Thomas S SD( Cc: Basle, Carmelo S SIK; Loschiavo, Michael 0 SIX Subject: Air Ghislaine add/delete Tom, Here is my shot at adds/deletes for Air Ghislaine based on yesterdays meeting. I'm sure I missed some interiors things. Please modify as you see frt. Thanks Tom 86017 Console Storage Bin - Small 76088 Cabin Window Shades, Electro Chromatic, Six, with control in (4) cabin positions. 90011 Cellular Phone Swivel Charging Base, Power Supply and Antenna. Phone to be on Battery Bus and interfaced with Plt/Cpit Baseline Audio Controllers 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3.4 passenger, W/ wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone Jacks (reference 900218 90009) and holders for customer furnished IPOD/Cell phone. 90014 Replace 63000 standard rigid cabin pull handles with retractable, flush mount, design. Cover handles in leather. 90015 Sheep skin throw carpet for cabin floor 1 SDNY_GlaV0103288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261917 EFTA02727684 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Custom cabin Interior materials either using the exact authentic materials from the customers Bentley or providing match in color/quality (leatherNeood/carpet/sheepskin/headliner). 90018 Provide additional under seat drawer divisions over the standard (3) drawers for the 63013 aft facing bench seat 90019 Do not install the 63000 magazine storage in lower cabin doors 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021 Cell phone interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat ((4) positions) Delete: 32001 Cellular Phone Base and Charger 63036 Fwd Facing Bench seat, 3-4 passenger, w/ fold down armrests and center table 90008 Cell phone interface Tom Schmidt-Lange Preliminary Design 1111. 2 SDNY_GLIV0ZIO3t89 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261918 EFTA02727685 Prepared NAME OATE SIKORSKY AIRCRAFT Page 1EMP PERM C TITLE a Oratory 9 • , A- izal-i --, 4 p.assnaki- r ash siA9 _si g -fne0 r up in ) l apoeL j 0O 2.1 --- e-f)t 1 C.inep.,0 • a no Skt 8 (nril , (:-- in., / C SA 169 REV A REMINDER:ANY PATENT INTERES sufIrrn00129tr CALL EXT. 6-4380 AIR SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261919 EFTA02727686 • Vey, • Air Ghislaine Mar 2005 VOID Labor Rate 81.14 Per: Air Chit'sInc _SPB6 I 67 Configuration vat Mark-Up 1.15 and Add/Delete list 3/14/06 Charlie H. Pat Esc. 1.043 3/15106 Eng. Rate 9542 \Discount Air Chitalne quote xis Inilial Quote fa ealid.hafratenes• gOVWAN IAvila visyi ratio c muscat. vs. num cote ossotetron Law Hon Labor 8•11 IRMO 294 1.1•15.1•15•1 Toth Sell 2005 Ensco..004 Soli aces TOO kg 2004 01009.401 BO RR NRE Martql_StontM Deletion, 07025 Delete. PBS 250 Passenger Meting system 20 $ 1,623 • $ • $ 1.873 $ 1.482 $ 1.5138 $ 1.505 S • 0 $ 1 - 5 - $ - $ - $ - $ • $ • Addftional Avionics 11002 Radio Timing Units. Collins R7 u 4200 (Dual Yentas) 228 $ 18.338 $ 35,034 $ 40,358 $ 58.696 $ 53,600 $ 56867 3 54,592 $ - 11028 (Meal Transporters. Cceins Mode S witivstely (Qty 2 7DR 94D) 148 $ 11,846 $ 52,413 $ 00275 $ 72.121 $ 65,955 $ 67,384 S 64889 $ - 11037 DIE. 2nd. Colon DME 42 System 73 $ 5,923 $ 14,765 $ 16,960 $ 22,903 $ 20.922 $ 22.003 $ 21.123 $ - 30012 /ado Jacks. EmergencyrSingle Pilot WR (SWficee) 35 $ 2,840 $ 2.006 $ 2,307 $ 5,143 $ 4.701 S 4.956 S 4.758 $ • 30020 Aucto Jacks. Cockpit. Bose (No Headsets) (Qty 2) 54 $ 4,382 $ 2.006 $ 2,307 $ 6.688 S 6,109 $ 6,448 $ 6,188 $ - 30051 Cabin ICS System 75 $ 6,066 $ 10.029 $ 11,533 $ 17.619 $ 16,095 $ 16,939 $ 16262 $ - 30093 Cabin Cal System 56 S 4,544 $ 2.485 $ 2,858 $ 7,402 $ 6.7611 7.131 S ‘.846 $ 31021 Vealisrs, - Door. (2) 8 $ 649 $ 430 S 495 $ 1,144 $ 1.045 $ 1.101 $ 1,057 $ • 32001 Cellular PhOne Base and Charge/ 85 $ 6,897 396 $ 455 $ 7,352 $ 6,715 $ 7,102 $ 6818 $ - 32024 SATCOM. Aircell ST 3100 ivi Handset 8, NAT Disler 240 $ 19,474 $ 24,707 $ 26,413 $ 47,887 $ 43,741 $ 48,060 $ 44.217 $ - 34053 NAV/lab/Switch for ADI 335D 28 $ 2272 3 679 $ 781 $ 3.053 S 2,788 $ 2.944 $ 2.826 $ 34081 prenical Card Standby Corneas* 19 $ 1.542 S 849 S 746 $ 2288 $ 2,090 $ 2.205 $ 2,117 $ 35053 FMS, universes UNS IF 240 $ 19.474 $ 65,864 $ 75,744 * 95,217 5 87,143 $ 87,195 $ 83.707 $ - 36044 lighting Strike Sensor • LSI 860 "AO 860 104 $ 8,439 $ 18.520 $ 18,996 S 27,437 S 25.063 $ 213.389 $ 25.315 $ • 36085 Wx Avoidance Radar. Primus 880. ex Ice Primus 440 65 5 5,274 $ 87.318 $ 100,413 5 105,888 S 96,619 $ 99,506 * 95,603 $ 38102 'Ml(-20 Muni FUnCeOri Display. Daimon 125 $ 10,143 $ 10.1168 5 12,498 $ 22,641 S 20.661 $ 21,764 $ 20,913 $ - 36103 Chenview for Garmin MX-20 /MD 0 $ - $ 2,641 $ 3,037 $ 3,037 $ 2.774 $ 2.912 S 2.795 S - 36120 Moneymill Mulb Funclion Radar Display (MFRD) Displays Radar, Flight Plana Checklist (013DS.com) 80 S 4,868 $ 43,175 $ 49,651 $ 54,520 $ 49,805 $ 52,309 3 50,218 $ 37011 7CAS I System. CAS 66A 276 $ 22,395 $ 60,691 $ 69.796 $ 92,189 $ 84,195 $ 89.075 S 85.512 $ - 37017 7CAS Control Panel. CP 668 10 $ 811 $ 3,755 $ 4,318 $ 5,130 $ 4586 S 4,924 $ 4.727 $ 97025 TCAS I TA Display, DUal, NA 81D 30 $ 2.434 $ 49.890 $ 57,374 $ 59,808 $ 54,612 $ 58.043 S 56,722 S 0 5 • $ - $ - $ • $ • $ • $ • $ Pants Is Flnlehtl 50002 Paint, Prep & Finisa, VIP Interior 220 S 17.851 $ - $ - $ 17,851 5 16,303 $ 17,250 S 16,560 $ 50012 Paint, Prep 8 Anis)). VIP Esienor 875 5 54,770 $ 4.527 $ 5,206 $ 59,976 $ 54,776 $ 57,918 $ 55.601 $ 0 $ • $ • $ - $ - 5 • 1 • $ - $ interiors 63000 Silencer Interior, Deluxe VIP 1238 $ 100.451 $ 71,782 S 82549 5 183,001 5 173,851 $ - $ • $ • /MC Satter intend Panel System (FabrIcatonX/CHC) 585 $ 47.467 $ 35,048 $ 40,305 $ 87,772 $ 83,383 $ • $ • $ 63013 Bench. Aft Facing. 314 Place 80 $ 13.491 $ 35.380 5 40.684 S 47.155 S 43,078 $ 45,260 $ 43,450 $ 63038 Divan Fwd Facing, 3/4 Place va/ Tahoe. wi Armrests 1141 9,250 5 21,480 3 24.702 S 33,952 $ 31,232 $ 26,914 $ 25,838 $ • 63071 EllikMad Storage Compenment - Crew (Protrudes into Cabin Behind Aft Facing Bench Seat) 60 $ 4,868 $ 1.069 $ 1229 $ 6.098 $ 5.569 $ 5.883 $ 5,648 $ - 63098 Accuser Noise Reduction, Bay theneet Ka, Lightelagni 100 $ 8,114 $ 2829 $ 3.253 $ 11.367 5 10,302 $ 10.980 $ 10.521 $ • 70016 Sheepskin Seating. Crew Seats 70 $ 5,883 $ 1,132 $ 1,302 S 6,982 $ 6,377 $ 6,736 $ 8,487 $ 70052 Seal Bel Extensa/I 0 $ • s 79 $ 91 $ 91 $ 83 07 $ 84 $ 72063 Flight Manual Storage. UR Controls Closet 16 $ 1.298 $ 56 $ 64 $ 1,363 5 1,244 $ 1,317 $ 1,284 $ • 76017 Cabin Doer Vents. Remove 48 $ 3,895 $ 226 $ 260 $ 4,156 $ 3,795 $ 4,013 $ 3.853 $ 77034 San* Action Door Release. CateliCockpi Doors 82 S. 6,653 $ 13,156 $ 15,129 $ 21.783 $ 19898 $ 20.936 $ 20.098 $ 0 $ • $ • $ - $ • $ - $ • $ $ . SDNY_GIRDZIrlinal 1 014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261920 EFTA02727687 Air Waialeale Quote xis Initial Quote Oesalsoloe Leber Sell Metenel NOS Itmeetta See Tool Sea 7001 OlsCOunle0 ENE ZOOS TeSee l 2M 0•60Ou lted So 2004 LAW Hon NRE A ir! 60001 Boarding Step, Retractable, 1/H (Xeystoe Steps) 75 $ 6.086 5 18,155 $ 20.878 5 26.964 5 24.611 5 25,898 5 24.862 S - SOON Boating Step. Retractable. Rill (Keystone Steps) 75 $ 6.086 S 18,155 $ 20,878 $ 26,964 $ 24.631 $ 25.898 $ 24,862 $ • 80082 Engine Inlet Covers Storage (5•76C*) 24 $ 1,947 $ 7214 $ 8,296 $ 10.243 $ 9,358 $ 9,836 $ 9.443 $ 83066 Maintenance Covers. Exterior 30 $ 2,434 5 204 5 327 $ 2,761 5 2,521 5 2,665 3 2.558 $ - 00090 Access Pane's. Tail Boom & Vertical Pita, CS14 76207 55 S 4.463 $ 679 $ 781 $ 5,244 $ 4.789 $ 5.061 $ 4.869 $ • MOW ARRUMCS. *FuEL X-FEED' On 45 $ 3,651 $ 1.350 $ 1.562 $ 5,213 $ 4,761 $ 5,026 $ 4,025 $ • 83051 Hydraulic Quick Disconnects. Relocation 45 $ 3,651 S 2,557 $ 2.941 $ 6.592 $ 6,021 6.348 $ 6,094 $ - 63055 Remove 1./H Accessory din. CSN 76.205 4 S 325 S ' 675 $ 776 $ 1.101 5 1,005 $ 1.058 $ 1.015 $ - 63065 Engine Fun Burner. Eaton 1117707 60 s &ens $ 5,067 $ 6,747 $ 11,615 5 10,610 $ 11.173 $ 10.726 S 84051 C4 Environmemal System (Incl. Duct 1016 Dellecter) 588 $ 47,710 $ 107,581 $ 123,718 171,428 $ 156,432 $ 169,087 $ 162,324 $ - 85031 Annuricator. 'LAM) LT ON' 14 S 1,136 S 679 $ 781 $ 1917 $ 1,752 $ 1.846 $ 1.773 $ 85032 Mnunicatc4. SEARCH LT OH 14 $ 1,135 $ 679 $ 781 $ 1,917 $ 1,752 $ 1.846 $ 1273 $ - 65012 GCOSERECk Map Lights (EX) 32 $ 2.596 $ 2.052 $ 2.360 $ 4.956 $ 4,527 S 4,771 3 4,580 $ 85036 AntiCaision Light, Red. Lower 56 $ 4,544 $ 2.829 $ 3,253 $ 7,797 $ 7,121 $ 7,510 $ 7.209 $ - 85051 Landing LIM, LM Main Gear 61 $ 4.950 5 2.829 $ 3253 $ 8.203 $ 7,493 $ 7.902 $ 7,586 $ - 85061 Recognmon Lights. FaWartl Flerin0 92 $ 7.465 $ 3.195 $ 3.674 S 11,139 $ 10,175 $ 10,736 $ 10,307 5 85063 Logo Lights 76 $ 6,167 $ 1,326 $ 1,527 $ 7,694 $ 7.027 S 7.423 $ 7.126 5 - 85071 PulseligM System 65 $ 6.897 $ 7.156 $ 8.458 $ 15,355 $ 14.026 $ 14.775 $ 14.184 $ - 85072 Pulse land' reference 01857i $ - $ - 3 - $ • $ • $ • $ • $ 85073 Pulse Recognidon Lights 145 $ 11.765 $ 10,960 $ 12,604 $ 24,369 $ 22260 $ 23.454 $ 22,516 1 86001 Approach Plate Hear. Lighted. Pilot 14 5 1,136 679 3 781 3 1,917 f 1,752 S 1,848 $ 1.773 $ - 86002 ADOroaoh Plate Star. Lglled.00 t 14 $ 1.136 $ 679 $ 781 $ 1917 $ 1.752 $ 1.846 5 1 773 $ 86016 Pend Miler 2 $ 162 $ 56 5 64 $ 227 $ 207 $ 219 $ 210 $ 86026 Sun Tint, Windshield 32 3 2.596 3 • 3 • 3 2.596 1 2,372 $ 2.509 $ 2,409 $ - 86050 Overhead Lateral Absorber 30 S 2.434 5 376 $ 432 $ 2,867 $ 2,619 $ 2,755 $ 2645 $ 86052 Difilw 5P a $ 649 $ 921 $ 1,059 $ 1,706 $ 1,566 $ 1,496 $ 1,436 $ 86054 Accelerometers(2) fuel cell exl Cabilet 30 $ 2,434 $ 3,087 3 3,550 $ 5,984 $ 5,467 $ 5,758 $ 5,526 $ 86060 Rotor Portal tube 'at 20 $ 1,623 $ 198 $ 228 $ 1,851 $ 1,690 s 1.787 $ 1,715 $ - 87001 ARRORCINOt. •PITO7 HEAT ON' 30 $ 2,434 $ 679 $ 781 $ 3.215 $ 2,936 $ 3,101 $ 2,977 $ 87002 Annunicaior, WSHIELD HEAT ON' 30 $ 2,434 $ 679 $ 761 $ 3,215 $ 2,936 $ 3,101 $ 2,977 $ 88051 Floats Completion 120 $ 9,737 4.331 $ 4.981 $ 14.717 $ 13466 $ 13.596 $ 13,052 $ - 88061 Single Piot IFR 32 $ 2.596 $ 411 $ 473 $ 3,069 $ 2,634 2,962 $ 2.844 $ 0 $ - $ • $ • 5 • 5 : $ • $ . SDNY_GtIfyINJGCS1192 2 ol4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261921 EFTA02727688 Al' Gniteine ouoteib Initial Quote lkb Owalptios tabor Moe labor she Mini MN ISOM Sr Yob' UM 2005 Olicaroos Sou 200. To tal 5oll 2004 Oiscoureed Soo 2014 MITE Qatonsascana 90001 Cabin reading ligM master OWOFF match in the oockta 0 S • 1 5 - $ S S - S S 4.766 90002 Clear Coat Exterior Paint (oat mastic) 60 5 4,088 S 601 5 691 S 5.560 S 5.282 $ • s - s • 90003 Replete exterior fainnyaccess panel hardware with stank*. slate hardest* 4 S 325 S 290 S 334 5 858 S 825 S - S - S 1,908 90004 Relocate reading Fights from center Cabin ceiling to above outboard passenger system 0 S - S $ - 5 - S - S - S - S 5,719 90005 Eight Bose headset lacks for use WO the cabin ICS in the cabin (custom locations) 120 S 9.737 S 9.472 5 10893 S 20.630 S 19,598 5 • S • S 4.766 90006 Satcom SySleln to be naiad sellout the cockpit intercom capstan/ Bet code 320N) S • S • S - S - No Charlie S - S - S - 90007 MX20 display to be ineraled on the right and the IAFFtD on the left S • 1 - S - S • No Charge S - 5 - S • 90008 Ceti Phone Interface in cabin to aloe ced phone to be plugged In and commuricaeon enabled through cabin Bose headsets (ref. Headset Companion ASO. Interface a 4149A, Spays Pilot Shop) 20 S 1,623 5 650 S 748 S 2.370 S 2.252 $ - S - 5 9,532 90009 Audio input Jack In cabin for liacd type device. Entertainment audio to be heard in all cabin Bose headSelS. No other Centel*. volume coneoled Ma Pod device pet. Headset Companion Audio Interface S 4149A. Spat/s Pilot Shop) 20 S 1,623 5 650 5 748 $ 2.370 S 2.252 $ • $ • 5 3.813 90010 Audio input in ON two device. 20 5 1,623 S 350 5 403 S 2,025 S 1,924 5 - S - S 3,813 Jack =kelt pod Entanlinmenl audio to be heard in both cockpit Bose headset. Only. NO Ode CaltiOS. volume controlled va 'pod device. (ref. Headset Companion Audio Interfaces 4149A, SPorly's Pilot Shop) 0 S • S - 5 - 5 - S - 5 - S - 5 Tote, .445 604.067 1. 1,025.412 1.629.500 14 , 1,265,465 S 1, 14. t 3 __34.315, SDNY_Gliaspaying3 3 of 4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002619?? EFTA02727689 Al' Ghisbine quiste.ns InSI Ouse Nolo &AOC to 2006 it 2007 eteetallon Conlon:awn Total (Discounted) $ 1.499.942 Non-Ciscoonted Pricing S Amortized NRE SOOMC•r InMinor (Over 10 Adri 3_ NRE (Discounted) _ _29400 S 32.59i Sob root $ 1.562.041 Additional Contract Requirements: Export C of A (per NC, Itrequired) $ 4.766 Export Support • Ferry Flight $ 5,000 Extended Warranty (Per AC) $ 8.487 S/A Req1:1Addl Corns, Mgt / Cust, Delivery Does (Per NC) $ 7,500 SikOriky Program Liaison (Per AC) S 12.500 Changes Pool (Per NC) $ 25.000 Fiord Using $ Acceptance S 46.652 M604fring Engineerng S 476130 Comp:faddy Anaheis $ 13.194 Total Addkonal Contract Requirements S 170.759 Grand Total $ 1 732,800 Rev Code Orsolgion Las Mon Labor Mt Mani 2005 Wore Sal Teal UN MO VIICOUISO Sell 2001 Taal ten 2004 OISCOMMINI nil 1104 Mkt Separate Consideration Items 36010 Chief Unnersal UCO EleCtregliC FightBaps 60 3 4.8688 3 46,607 S 53.598 $ 58,468 S 53.411 $ 56,094 S 53850 5 - 81051 100 VAC. 60Hz. Cade Oullatinverter. 250 VA (Qty 1) 62 $ 5.031 S 4.407 $ 5.068 $ 10.099 $ 9.224 $ 9320 $ 9,331 S - 0 $ - 5 - 5 - 5 - $ - $ • S • 5 - ub TOW 122 9.699 51.014 $ 58.888 S 68.565 82.636 $ 85,314 63,181 S „ 4 Of 4 SDNY_GW)XICX$.294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261923 EFTA02727690 AW WS'S* 4, x14. Ouoit Rev A 6-1906 R", A Air Ghisleine Yea( 2006 eater Rale $ 9100 Per. Air (.hnlaist _SPIS6 I 67 Cos fIsuntio• DAM Markilp 5 1.15 and Add/Delete 1151 3/14/06 Charlie H. MN Ese. 1144 6/19/06 Eng. Rate $ 9711 2006 Rates DNic0,91 &Cy 22' I lialtlagket•ISNOIS AE's"""" 00 PrIOCH 61.2 1774 ted IT Otani! PA tbao Cale 04•4444., taw Nam 144441•11 /0•064431114 150.0•10411 TIM 00 Ns 044~11•11141 6146 Tel0144 )611, 044444•4441411 KS Mt $111461.906 6"4 Del. -4 07025 Delo, PBS 250 Passe9e, (SON syslem 20 $ 1162 6.061 $ 1,460 1 1.623 $ 1.462 1 0 s I 1 • s • $ 5 - 6961091AvIOnkt 1109 60619 Tory Links Colinif711 4200 (Dad X094) 228 $ 111.716 i MAU $ 42,134 S 00,012 $ 63.613 $ 50.006 S 5169 $ - 11021 41)1:‘91 TransconSeis. Coins Mode S‘5174v449).(012 2 108 040) 146 $ 12.131 5 54.710 S 62,927 S 75,068 1 06.136 1 72,121 , 0 9 1 1 1103> DIE. 2,41, Can DNS 42 System 73 $ 5.066 S 15.415 $ 17,727 $ 23.703 $ 20,933 1 1293 $ 20.022 • 30012 ARIO Jacks. Emergen43919* 09 Ira t$9096) 36 S 2.008 $ 2 064 $ 2.405 $ 5.318 1 4.678 $ 3,147 $ 4.701 • 33020 A..03 Jacks. Coc941, Boss (74,3 mans) 504 22) Si 4,467 $ 2104 $ 2.406 $ 0.105 1 6,063 $ OM $ 6.100 ‘ • 3391 CSI ICS 53949 6,232 1 $ 10,470 $ 12,041 $ 16,272 $ 18,075 $ 17410 $ 18.09 $ - 3:040 Cabn Ca 9511616 50 $ 4,603 1 2.5154 $ 3,903 3 7.636 $ 6.715 5 7,92 $ 6751 3,02, Spent. Gem (2) a $ eea $ 449 $ 516 3 1,181 $ 1039 1 1,164 $ 1,045 • 32031 C441844 Phone Sae 66,50,099 as 5 7,040 t 413 475 $ 7,538 $ 6124 5 7,352 $ 6.715 • 31024 SATCOM Arcel ST 3100 .W15240606 NATI/14W 240 $ 10,042 $ 25,94 9603 I 40106 $ 43.641 $ 47137 $ 43.741 $ . 34053 mesetentsetee lot AN asp 20 $ 2,321 $ >9 • 815 3,142 $ 2,762 $ 393 $ 2.788 $ - 36061 vales Card Standby Cones' III $ 1,570 i 678 703 $ 1 308 1 2 074 1 2,286 $ 3.003 $ - 35063 xisS,Utwersal UNS if 240 s 105.42 5 66,752 $ 79175 $ 25:510 $ 6f:305 $ 95,217 $ 67,19 1 - 36044 LVInng Ate Sensor- IV 600 *AM NO 104 5 6641 $ 17,247 $ 10,834 $ 211415 1 16,068 $ 21,437 $ 219 3 $ - 30086 W•41404111,011kmirtPreue 690 ex 10 Primus 463 65 $ 5,401 1 01.156 1 105,832 $ 110,233 $ 97.110 s 105986 95.619 $ • 36102 1920 99 Fundon 09.46,,Gamil 135 $ 10.386 $ 11,346 $ 13.0411 $ 23,94 $ 20618 $ 22,641 20151 $ • 36103 Quavers Ice Ciarsdn M/020 WO 0 t - $ 2.757 $ 3,171 $ 3,171 $ 2,701 $ 3031 2,774 s • 36120 Honore& Lbw eaacsan Ram (away OW) 0110.75 R242, . Five Pan, It Ovelliel (CODScan) 60 $ gess 45.075 S 51.636 $ 51632 $ 50123 $ 54,520 $ 49.805 $ 37011 WAS I Syie•m. GS HA /TIN S 21,93 $ 63.361 $ 72.035 t 95.796 $ 04.292 $ 0229 $ 64.105 $ 37011 WAS Control P anal. CP068 10 $ 831 $ 3,920 $ 4.508 $ 5.339 1 499 $ 5.130 s 1,066 $ 37025 TCAS I TA Display. Dal. NA SID 30 $ 2µ3 $ 52036 $ 59.890 $ 62,340 $ 54.907 $ 5096 $ 54.612 $ 0 S 1 - s . s . s Pairesillinietet soon banes Prep S Fran. VIP Ithenx 220 $ 16.280 $ 1 $ 16132 $ 1791 $ 16.903 $ 50012 'Pane Prep 6 FM& VIP Eden 675 $ 5696 $ 4,726 $ MI5 I 131:Zi 66.036 $ /9,976 $ 9.96 $ 01 $ 5 5 • • $ Int91075 63000 Steger 1996e, DeAns VP (*mat tilkE 131,500) $ $ 1 11 133,29 9 f tad Pc1:41(26N S 63004 Somas inns Pat10 tysiern (ratecawn) $ - $ $ $ 44.514 Ss Rita Prim 25 NO $ 63013 Binh. AA F aOng. 34 Saco 80 } 6147 $ 36.915 $ 42.453 1 40,101 $ 44613 $ 47.155 $ 44,217 1 13036 Oinn, Fab Facing, 34 21104 41 TAY. MY 11011611.4 114 $ 0.472 $ 9,425 $ 25200 $ 35231 $ 3129 $ 33152 $ 31.232 $ 13071 6061844 Sponge Carpartereni • Cnv, 11714/14141, into Caba 961•0 An Fa g Mtn 59) 60 1 495_ $ 1,116 $ 1.263 S 629 $ 5,511 $ 6005 $ 5.500 $ 13095 AorvMc Nose 11•04.41011. Say 1044411 Pa. 1121111511015 100 $ 6,300 $ 2.953 $ 398 $ 11.705 $ 10.291 $ 11.367 S 10.362 $ >0016 Shoesek41 5406n9. Ca* Sea 70 $ 5,616 1,10 $ 1,310) $ 7,176 $ 6136 $ 61162 3 1377 $ 70052 Seal 80 Enenvon 6 $ • 82 I $ 04 $ 04 3 13 $ 91 $ 10 72863 41011 Mans, 9906 UM C0904. 00911 16. $ 1.129 56 $ et 3 1206 1 Ipt? 1 1,363 $ t2,44 $ 9017 Oar Vera, Reaval a 1 fl ee $ 236 $ 22( $ 4,150 $ 3,244 I 4,155 $ 3205 $ - 77064 Snipe Asa Dcor Roost Cabin Daces et $ 1613 I 13,736 $ 15,726 $ 2299 t 19104 $ /1,763 $ 10106 $ 01$ 5 5 - $ 5 5 SDNY_G IMOZRX$tag 04 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261924 EFTA02727691 AX 010214 904,I1$ 04.019 Roy A 6-19433 Co. crealo0o4 Law 14•49 We 60 San San 1,149441844 Tana IS Obeasesol le am vs Se z 91 0440.44/1146 9445 Me Main NS NW be0mq %op Rem:lab*, 194110)81011 10101 >6 $ 6,232 $ 18951 $ 21.797 1 28.026 1 24.669 $ 26934 4 24,631 S 40:02 RoltatlablcIN RI(eystme SNP) >6 1 6,2114 $ 16,954 $ 21797 $ 28.029 1 24,669 $ 26.944 $ 24.631 . 10082 no 1.441 COSS 5100 9•11-7109 24 $ 1,994 t 7931 S 6.661 $ 10066 $ 9.379 $ 10.243 1 9,391 1 - 06046 Cowers. Eaorix 30 1 2eD 1 296 $ 340 1 2.533 $ 2.490 1 2.761 S 2,521 S 40090 ACC414 Pipit Tel BOW it volkal ;Von. CSN 76-207 55 $ 4,570 S NO $ 615 $ 6346 $ 4,734 $ 6244 $ 4289 1 • MOM Amnia, 'FUEL X-FEEV On 431 3,733 1,416 $ 1,631 $ 5.370 $ 4.721 1 5213 $ 4.751 1 • 40051 II *sit Cui0 DIscenneds.R03caren 45 t 3,739 2070 1 $ 3,071 6610 $ 5.959 $ 6,592 1 8921 1 • 63046 tiernowilA4 t6lavy Om*. ESN /6.206 4 1 332 705 $ 611 1.143 $ 1166 $ 1,101 1 1.016 $ • 63066 E Fuu Orn. Fi4n 1Kr/07 60 $ 4.965 $ 0,125 $ 7941 12p04 10,563 S 11,615 1 10,610 $ • MCI El it 0189014) 6651 48957 1 112.315 1 129,162 1780 19 156,502 $ 060, 84061 CaArtuncaor..LANoStoorcipl OICI S 171426 1 156.432 $ • 14 $ 1.163 $ 709 1 815 1,979 1 1,741 $ 1,917 1 1,762 1 • 16002 An-urcanylEARCH LION' 14 $ 1.163 1 709 1 815 1,979 $ 1,741 $ 1.917 i 3522 16012 enseencli kop Yrs (E33 32 $ 2.169 $ 2.142 $ 3,463 5.122 6 4,506 1 4,036 427 I • 46403 An9E41144:6 Inall, 1401, Low 56 $ 4.053 $ 2.153 $ 3,706 $ 6,049 $ 7,078 1 7,797 7,121 $ • 86051 LOOM. 1.4374. 1.144. Ow 61 $ 5,058 $ 2.1153 $ 3,306 S 6.464 1 7,444 $ 6,2110 7,493 $ 145031 Re:00W Len. 900,940 9.01,3 92 $ 7,664 3,333 $ 3,533 $ 11.431 $ 10,066 $ 11.130 1 10,176 S 85033 WOO IMES 76 $ 6,116 1,386 t 1.504 $ 7202 $ 6.962 $ 7,694 $ 7927 1 - 15011 1501901914 System 56 1 7,053 7,579 $ 6,431 $ 16864 2 13.662 $ 15.356 $ 14.026 $ 416072 PAO Ware Uen14 OlOonnoo <ay pan 61657” 1 • $ . $ . 06073 41/4486 Ro039011011142031 145 $ 12948 11,442 1 13165 $ 25203 $ 22113 S 24269 $ 22.200 $ 86001 Appose,. P1.64140100. 007916 PRO 14 S 1.163 TOO $ 816 1,979 $ 1,741 $ 1917 $ 1.752 $ - 00002 App ac PIM 1406V. ;WOO. Cc9icd 14 $ 1,163 709 S 616 1 A 71 1,741 $ 1,917 $ 1,752 $ - NOW 13onci 1101631 2 $ 106 SO t 67 i 233 204 $ 227 $ 207 $ 86026 Sun Irk W40510310 32 $ 2940 2869 i 2,337 $ 3,506 $ 2.372 $ - 5600 Onrnoic Iasi Meat. 30 $ 2.493 $ 393 1 462 $ 2.946 2,569 $ 2667 2,619 $ • 86063 stay SP 8 $ 605 1 962 t 1,146 1 1,771 1163 1 1,700 1,666 $ BOOM Acceitemeitts (2) ES col an dal 30 $ 2.493 $ 3,223 $ 3.706 $ 6,10) 4454 $ 6.034 5907 t • NOW R cox Polialtute K4 20 $ 1,652 1 207 $ 236 $ 1900 $ 1,680 $ 1851 1.103 f . 57001 AnroWcaey.14107 FIEA1 Onr 30 S 2.413 $ 709 $ 815 S 3.3011 1 2.406 S 3215 f 2.933 • 57002 Annon:460,W5118.0 (EAT ON' 30 $ 2,410 3 109 $ 815 $ 3305 1 2.906 $ 3.215 1 2.936 .1 • 50061 Fkolis Cten981101 120 $ 9,971 $ 4,522 t 6.200 $ 15.171 $ 13.332 $ 14,717 $ 13.465 t • MOM 54944 Piot FR 32 $ 2,669 I 429 $ 49$ $ 3.152 $ 2771 $ 3989 1 2.504 $ • 0 $ 5 $ . I • $ . SDNY_GlaypZRX5266 243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261925 EFTA02727692 Alt GNAW* CIPOWAS 0.541 Rev A 0-19.06 Oa 1644Ara U•er ma Lae IS lade. OS ass la Toils ale$ asassasir nee Taw a MI Ousallime NO NR Cagier 0911469 90:0i Cat, racing 1.2.4 meiter ONTOff ad. ei Ins Doss. 0 $ . $ . $ • I 4,061 93002 Oear Cos EarKr son (oos meta) 00 $ 4,906 $ 027 t 721 1 5,7041 $ 5.21i $ 5.500 $ 5.262 C0303 Reptice emena. fortaccen Oa harts aith Sala, OM Mr ivars 4 $ 332 I X0 S 346 $ NI $ 02 $ 650 $ 525 5 1952 90031 ticAxal• ft...GAP Wes hos Meer cabin 4•632 10 Mae 01.001.4 passeiger Spawn 0 $ 1 . 1 . 1 . $ 56 57 90:05 hes goo tans 04-k$ for tole 499 VS cabin as the caton (cuskon locsecas) 120 $ 9971 $ 9.500 $ 11.372 1 21.343 $ 10,499 5 20.030 $ 19.590 $ 4,061 00305 Sacs System S berailed silioA ON =kg 'restart capaly Oel 440e 32024) $ 5 $ S - HOC/SOO $ - $ . $ - 90007 IV63) acM7 m beMated caengtt 633 Os MFRO en Iv *I $ - $ $ • $ • MOWN $ S - $ 00:00 CM Pia* Walla Si UM to sox al anal be AWNS a canowne.410160191 evoug5 con Bose hodsa fret. 3146041 Capita AuCia ~ace • 4141A. SPalis $6015049) 20 $ 106 $ 070 $ 751 $ 2.443 $ 2,231 $ 2,370 1 2,252 $ 9,761 90:00 640 imp. pa di cat* fOr Val 63/1006:0 Eansmert SOO 10 be tea 6 al can toe hone 1400111. catr011, 304.64 caned vt$ Pal ace (ref. Headset Companon /49631.61611141404. Soot. . k. S ..0 20 $ 1.....2 $ 670 $ 761 $ 2.443 $ 223% 1 2.370 $ 2.252 $ 3904 00010 A4410 Ina jack m conga Icr 160 la *Ace Erteanmerl adb la te Marti in toecap' base MOW; o'Vy No oat orals vase (pr W2 V. WO 00...• 20 5 1,462 1 306 $ 420 1 2,002 $ 1601 2.0$ S 1.924 $ U P V.I ...OW CPAVVICOALCIO Alphas 4149., Spays Pool 5630 0 . $ S 1 $ : 1 • 1 • S.b Tow 5.021 $ 467.134 619 .a70 i 1.509.501 s_ (.5040500 $ 1,290.717 1 1.241.42711 NOM Subten fo 2007 ascalion Ca6posbOn lose (Dectureed) S 1.504.030 Amalze0 NRE Save. Irear (Orr le NC) 1 31.540 No Micmac) Prong 1 NRE (6soores0 $ 33.214 Sot TOM $ 1.509.264 Meitionsi C0MM% Repulnisnenti: Es$011 0 of A la APC. 11 606640 Export 614113011• FaTY91/1011 Ears103riatrerly (Per NC) 6A Repo A60 Cap 146 /Goa otitst Da (16SNO) Saasty 1606101 Ulan (PR NC) Charges Polar Nt) !1914 Teslirg tt Analyse Recurring Encasing CornottaryAN610 41181 51)10 1651 71110 IMO 25.010 47.505 40606 13.511 Tow Malawi CoreacfRoureants $ 174,446 gadBeal $ 1.743311/ Cat Onal.Ost Lait NOM ISM 1..alliONG Illeialliell TallifillIIIN Dlommes#1.8 NW le LAMS 0.4.04010. SA X03 slit talWri Calif I 0 la i 1 / I II 3.010 Owl Urevasi UCO Fisatat F*221 Oar 00 S 4.966 $ 44065 $ 55.957 $ 00.042 1 53.655 1 55.463 $ 53411 I 01951 10) VAC, 00043. Cabo Oseannvenet, Sao VA (06 1) 02 $ S.I52 $ °XI S 5.291 $ 10.443 $ 9.106 1 10,099 $ 9,224 4 0 $ 5 S $ • $ $ • $ . bow lal 3 013 01,$40 1 71.366 SD 4:031.85 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261926 EFTA02727693 Ai Galore costediAdd-Coieb 843-oe 'VOID Alr Chislalne MOO Year 200 [ \ Ulm' RAS S 6345 Mot Ilisk.Up S 1.15 Mat E.C. 1.044 Sp.Rats s 97.41 Pecetunt CO, 0.11Malmignalearee- .7nW 1420•MOGIII XVILIA /WM OS 041•M.. A 1017110 Cede Deraiplen Ube No Is NI &ISM 4444 liblerbliss Tel in MM DISOISIIINd WI NM Told WI MI6 0 400014114 MN Mel WS 36102 14/C20 Mulo Ounces Capin. Germs 125 $ 'goes s 11.346s Isms s 23,434 S 20.616 S 22.641 5 20.661 S - 36103 thorns for Gismo Ikt.20 1O0 0 S 2.757 S 3.171 S 3.171 S 2.791 5 3,037 S 2,774 $ - 0 S S S . f - S - otal DeNSons ns (125) (1 , • • • cos 174,44.14146 WV NOM Labor IS NS ob12•11 MSS§ US Tothl NOM, 044444•141 MI MI Tasks SS 1:4443.4144 SS MS 104 36104 041X-203 41440 2117014311 Dispey. Germin (011-01466-00) 125 5 10356 5 11.346 S 13.00 S 23.434 S 22.497 S 5 S 36105 Croons lot 0419.203 MOD 0 5 S 2.757 S 3.171 5 3.171 S 2.791 S 3.037 $ 2.774 S - 0 S - 5 S 5 S - Ad0.Deloto 0ns NOCI Subset to 2007 eitc•MCIon 0 $ Cl 1 • S • $ 1441 $ (Erns) 5 ammo -J SDNY_GlaOlignag SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261927 EFTA02727694 Rev 13 Air Ghislaine Art Ghtslaine Quote xis Quote Rev B 614-06 r Year 1006 \ Laacir Rate $ 83.09 Per: Air Chislaine configuration (7/2806) MN Naikiup $ 1.15 61.1 ESC 1.044 8/14/06 Eng. Rate $ 97.61 i4alvMVtMXNS2 Yin* •Vili • I VMS MK. VA WIMP lascount 4.0y Note Outdo also matches Attach A Rev 1(1126101) COd* Ontio9nlon Las /46os Labor So Boone tO44 Mamek1144 744611104006 0190 m460 Sol 2400 Toth &AMOS 01Wakinted 5" BRE NO 6W11•1 Stoma, De4e1/061 07025 Delete. PBS 250 Passenger Elnefing system 20 3 1082 $ • 3 3 1.862 3 1.460 S 1.623 $ 1.482 $ - A44111eDal Avionics 11002 Radio Tuning Urnts. Collins R1U 4200 (Dual Xenon() 226 $ 18,778 3 36,638 $ 42.134 3 60.912 S 53.583 $ 513.696 $ 53.600 $ - 11028 (2)Duel Transponders, Coons Mode S wiDiversity (Oty 2 1014 BID) 146 $ 12.131 S 54.719 S 62.927 3 75.058 S 66.136 $ 72.121 $ 65.955 $ - 11037 DME 2nd. Coins DME 42 System 73 $ 6,066 $ 15.415 $ 17.727 $ 23,793 S 20.939 $ 22,903 $ 20,922 3 - 30012 Audio Jacks. Emergency/DV. Pilot IFR (Socleose) 35 3 2,908 $ 2.094 $ 2,406 3 5.316 $ 4.878 $ 5.147 $ 4.701 S - 30020 Ate010 Jacks. Cockpit. Bose (No Headsets) (Oty 2) 54 $ 4,487 S 2,094 S 2.408 $ 6.895 $ 6.063 $ 6,688 $ 6.109 S • 30061 Cabn ICS System 75 $ 6,232 $ 10,470 $ 12.041 $ 18272 S 16,078 $ 17.619 3 16,095 - 30093 Cahn Call System 56 $ 4,653 $ 2,594 $ 2.983 $ 7.838 S 0715 S 7602 $ 6,761 S - 31021 Speakers. Door. (2) 8 $ 665 3 449 S 516- $ 1.181 $ 1.039 S 1.744 $ 1,045 $ - 32001 Caviar Ph0110 Base and Charger 85 S 7,063 $ 413 $ 475 3 7.538 $ 6.624 $ 7.352 $ 6.715 S 32024 SATCOkl. AlICCi ST 3100 wl Handsel a NAT Dialer 240 3 19.942 $ 25.794 $ 29.683 $ 49,605 5 43.641 3 47,687 $ 43.741 $ - 34053 NAV/TRN Sworn for ADI 3350 28 $ 2.327 $ 709 $ 815 $ 3.142 S 2.762 $ 3.053 $ 2,788 $ - 34081 Vencal Card Standby Compass 19 $ 1,579 S 678 $ 780 $ 2.358 $ 2.074 5 2.288 $ 2.090 $ - 35053 044 36 FPS. Universal UNS IF 240 $ 19.942 $ 68.762 $ 79,076 $ 99.018 $ 87.306 $ 95,217 $ 87.143 $ • lightning Sinks Sensor -152 DSO vol.0 860 104 S 8.641 S 17,247 3 19.834 $ 28.475 $ 25.058 $ 27.437 $ 25.063 $ - 36065 Wit Avoidance Radar. Pnmus M. ex for Pnmus 440 65 S 5.401 $ 91.158 $ 104.632 3 110.233 $ 97.118 $ 105.688 $ 96019 5 36104 GMX-200 Multi Function Display. Garmin (011.01466-00) 125 $ 10.386 $ 11.346 $ 13.048 $ 23.434 S 22,497 $ - $ • 36105 Chartview BP GM)(-203 FAH) 0 $ • 3 2,757 $ 3,171 $ 3.171 $ 2.791 3 3.037 S 2,774 $ 36120 Honeyweli 6)1.914 FunCOOn Radar ()splay (MFRO) Displays Radar. Flight Plan. & CberickSt (0B05 90m) 60 S 4.985 $ 45,075 $ 51.836 $ 56.822 $ 50.023 $ 54,520 S 49.805 $ • 37011 TCAS I System. CAS 66A 276 $ 22.933 $ 63,381 $ 72.865 $ 95,798 $ 84,292 $ 92.189 $ 84.195 $ - 37017 ICAS Control Panel. CP 668 10 $ 831 $ 3,920 S 4,508 $ 5.339 $ 4.699 $ 5.130 S 4,886 $ - 37025 ICAS I TA ()splay. Dual, NA 810 30 $ 2.493 $ 52,085 3 59.898 S 62.390 $ 54.907 $ 59.808 $ 54.612 $ - Pans a nroon 50002 Paint. Prep 8 Finish. VIP Interior 220 $ 18.280 $ • $ - $ 18.280 3 16.082 $ 17.851 S 16,303 $ - 50012 Paint. Prep 8 Finish. VIP Erienor 675 S 56.006 $ 4,726 $ 5.435 $ 61.521 S 54.068 $ 59.976 $ 54.776 $ InleTlen 83000 Silencer Interior. Deluxe VIP (amen NRE $31.500) 3 $ • $ • $ 176218 $ 176.218 734 Fixed Price 2,5 NO $ - 6300x Sower Interior Panel System (Fabrication) $ - $ - $ - $ 84.514 $ 84,514 '04 Fixed PACO A/C) S • 63013 Bend,, Alt Fenn% 3,4 Place 80 S 6,647 $ 36,916 $ 42.453 $ 49.101 $ 44,873 5 47,155 $ 44,797 $ - 63036 Divan, Fed Facing. 3/4 Pine voi Table. vir Amebas 114 $ 9.472 $ 22,425 $ 25,789 3 35,261 3 31,239 $ 33.952 $ 31.232 $ • 63071 Bulkhead Storage Compartment - Crew (Protrudes into Cahn Behnd All Facng Bench Seal) 60 $ 4.985 $ 1.116 $ 1,283 $ 6269 $ 5.511 $ 6.098 S 5.569 $ - 63085 Cabin Coat Hooks. 12) 8 $ 665 $ 118 $ 136 3 1100 3 704 $ 779 $ 712 $ • 63098 Acoustic Noise Reduction. Bey Bonket Kit, Lightweight 100 $ 6,309 $ 2,953 3 3.396 3 11.705 $ 10.291 $ 11.387 $ 10.382 S - 70016 Sheepskin Seating, Crew Seats 70 5.816 S 1,182 $ 1,359 $ 7.176 $ 6.308 $ 6.982 $ 6,377 $ • 70052 Seal Bell Extension 0 3 - $ 82 $ cm 3 94 1 83 $ 91 $ as $ • 72083 rho Manual Storage. UPI Controls Closet 16 $ 1229 $ 58 $ 67 3 3.396 $ 1,227 $ 1.363 $ 1.244 $ - 76017 Cahn Door vents. Removal 48 $ 3.988 $ 236 3 271 3 4260 S 3.744 S 4.155 $ 3.795 $ - 77034 Sege Action Door Release. CablVOtickeil Doers 82 $ 6.813 $ 13.735 $ 15.795 $ 21609 $ 19.894 3 21,783 S 19,898 $ amino* 80001 Boarding Step. Retractable. LAil (Keystone Steps) 75 $ 6,232 S 18.954 $ 21.797 $ 28.029 $ 24,669 $ 26.964 $ 24.631 $ - 80002 Boarding Step. Retractable, Poet (Keystone Steps) 75 S 6.232 3 18.954 $ 21.797 $ 28.029 $ 24,669 3 26,964 1 24,631 $ • 80082 Engine inlet Covers Storage (6•76C*) 24 $ 1.994 $ 7,531 $ 8,661 3 10,655 3 9,379 $ 10,243 S 9.358 $ - 80086 Mainlenance Covers. Eleanor 30_S 2.493 $ 296 $ 340 $ 2,833 $ 2.490 $ S1119376flairalaSIVIS • 1 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261928 EFTA02727695 AY Gleslelne quote aft Quote Rev 8151456 Dosal060 Law Hon Labs, Soli misrial ZOOG Man, Sal TOY SHIMM Crisceweirril 6•4 2006 Myr Ma NM Mmearard SO 2066 in 80090 Access Panels. Tad Scorn 8 Vertical Pylon, CSN 75207 55 $ 4.570 $ 709 $ 815 $ 5.385 $ 4,734 $ 5244 $ 4.789 $ 83001 Annunicator, 'FUEL X•FEEC1 On 45 $ 3,739 $ 1,418 $ 1531 $ 5,370 $ 4.721 1 5213 $ 4.781 $ 83051 Hydraulic Quick CrIscOMOrtta, RMOCalSon 45 $ 3.739 5 2,870 S 3,071 $ 6.810 $ 5,969 $ 6,592 $ 8,021 $ - 83055 Renlovel/H Accessory Wm, CSN 78.205 4 $ 332 $ 705 $ 811 $ 1,143 $ 1,005 $ 1,101 $ 1,005 $ 83065 Engine Fuzz Berne,. Eaton 1K7707 60 $ 4,965 $ 6,125 $ 7.044 $ 12.029 $ 10.583 $ 17615 $ 10.610 $ 84051 C4 EnvIrcarnenlal System (Ind. Duct KM 8 Detects,) 588 $ 48.857 1 112,315 $ 129.162 3 178.019 $ 156,502 $ 171,426 $ 156,432 $ 85051 Annunicatce. LAND LT ON' 14 $ 1,103 $ 709 $ 815 S 1,979 $ 7741 $ 1.917 $ 1.752 $ 85002 Annuricalcc SEARCH LT OW 14 $ 7163 $ 709 $ 815 3 1,979 S 7741 S 1.917 $ 1.752 3 85012 Gooseneck Map lights (EX) 32 $ 2,659 S 2.142 $ 2,463 3 5,122 $ 4,505 $ 4,956 $ 4,527 $ - 85036 Anu-Cdiision light. Reel. Loner 58 5 4.653 $ 2.953 $ 3.396 $ 8.049 $ 7,078 $ 7,797 3 7,121 $ - 85051 Landing Ugh. USI Main Gear 61 S 5,066 $ 2,953 $ 3,396 $ 8.484 $ 7.444 S 8.203 $ 7.493 3 85061 Recognition HUMS. Forward Farina 92 $ 7,644 $ 3.338 $ 3,838 $ 11,481 $ 15096 $ 11,139 $ 10,175 $ 85063 Logo lights 78 5 8.315 $ 1.388 $ 1,594 $ 7,909 $ 6,952 $ 7,694 $ 7,027 - 85071 Pulselghl System 85 $ 7.083 $ 7.679 $ 8,831 $ 15,694 s 13.982 1 15,355 $ 14.026 $ 85072 Puke Landing Llehls (reference ally part of 1671) $ $ • $ • s • s - s - s - s 85073 PuLte R666016136 MOS 145 $ 12.046 S 11,442 $ 13,158 $ 25,206 $ 22.173 $ 24,369 $ 22,260 $ 86001 Approach Plate Haller, HOW. Plot 14 $ 1,163 $ 709 $ 815 $ 1,979 S 7741 $ 1,917 $ 1,752 $ 86002 Approach Plate Holier. weed, Copes' 14 Ss 1,163 $ 709 $ 815 $ 7979 S 7741 $ 1.917 $ 7752 S 88016 Ponca holder 2 $ 166 $ 58 $ 137 S 233 $ 201 $ 227 $ 207 1 86026 Sun Tint. wino-shim 32 $ 2,659 $ - $ $ 2,659 S 2,337 $ 2,598 $ 2.372 $ 86050 Overhead Lateral Absorber 30 S 2.493 $ 393 $ 452 $ 2,945 S 2589 S 2,867 $ 2.619 $ 88052 Bela( 5P 8 $ 665 3 932 $ 1.106 $ 1,771 $ 1,563 $ 1.708 1 1566 S 8605A Accelerometers (2) fuel tel eal cabinet 30 $ 2.493 $ 3223 $ 3.708 $ 6,199 $ 5,454 $ 5,984 $ 5467 5 86060 Rome Pedal tube 114 20 $ 7662 $ 207 1 238 $ 17 900 $ 1,689 S 1551 $ 1,690 $ 87001 Annunicator. "FITOT HEAT Off 30 $ 2,493 $ 709 $ 815 $ 5308 S 2,908 $ 3.215 $ 2.936 $ 87002 AnnunIcalor. WSHIELD HEAT ON' 30 $ 2.493 $ 709 $ 815 $ 3,308 $ 2.908 S 3,215 $ 2.936 $ 88051 Floats Completion 120 $ 9.971 $ 4.522 $ 5,200 $ 15,171 $ 13,382 $ 14,717 $ 13,485 $ - 68061 Single Pilot 1FR 32 $ 2,659 $ 429 $ 493 3,152 2,771 3 3,069 $ 2.804 $ 0 $ • 1 • 1 I $ - 1 - s - S SDNY_G11/ 2:05209 2 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261929 EFTA02727696 Air CAM'S duplex:1s avow Rev B 8-14-06 the Dosciation taw Hours tatter M listral Sees Mane Ike Tai Sal Me S AW ava 2004 Thai Lie 2005 Oloariumal Soli SCOS Q8084/I ODUCins, 90001 Catin reacting tight master ON/OFF switch in the cockpit 0 S - $ - $ - $ • $ - $ • $ • $ 4.881 90002 Clear Coat Extenor Paint (ova.' nowise) 80 S 4,985 S 827 $ 721 $ 5.706 $ 5.211 $ 5,560 $ 5.282 $ 99003 Replace exterior lainnaccins panel hardware with stainless steel hardware 4 1 332 S 303 $ 348 $ 681 $ 622 $ 658 $ 625 $ 1.957 90004 Reiccate reading lights from center cabin ceiling to above outboard passenger system 0 5 $ - $ • $ - $ - $ - $ - $ 5,857 90035 ICS in 120 $ 9.971 S 9.889 $ 11.372 $ 21.343 $ 19.499 $ 20.630 $ 19.598 $ 4.841 Eight Bose headset jacks Pot use with the cabin the Cabin (custom locations) 90006 Saloom System to be installed %Clout the cockpit intercom capability (ref. code 32024) $ - $ - $ - $ - No Charge $ - $ - $ 90007 GMX-200 display to be inhaled ch he tight and the 1.4FRO on me left $ S • $ • S • No Change $ - S - $ - M0S Cell Phone interface in cabin b allow cell phone to be plugged in and communication enabled through catin Bose headsets (ref. Headset COMpantin Audio Interlace 04149A. Sprnys Pnal Shop) 20 $ 1.662 $ 679 3 781 $ 2.443 $ 2,231 $ 2,370 S 2,252 $ 9,761 90009 Audio wow jack in cabin Tor pod type device. Entertainmenl SOSO ID be heard in all cabin Bose headsets No other controls. volume controlled via Pod device (rel. Headset Companion Audio Interlace a 41493. Sportys Not Shop) 20 $ 1,662 S 679 $ 781 S 7.443 5 2.231 S 2.370 S 2,252 $ 3004 90010 Audio input Jack in cockpit for !pod type device. Entertainment audio to be heard in bat cockpit Bose headsets only. No Otter consols, volume controlled via mod device (rel. Headset Companion Audio Interlace a 4149A. Sporty's Pilot Shop) 20 $ 1,662 $ 365 $ 420 $ 2.087 $ 1,901 $ 2.026 $ 1,924 $ 3,904 0 S $ 3 - $ S - S • S • $ Sub Total 5.830 $ 467.797 819.493 942.405 1.870.934 1,80616151S 1,336,865 $ 1.224.436_ 36,140 760656 Configuration Total (Discounted) $ 1.506.615 Amorbxed NRE Siemer Interior (Over 10 NC) $ 38,800 NeeiDisoounted Pricing $ - NRE (Discounted) $ 33.734 Sub ?dal $ CMT49" Additional Contract Requirements: Export C at A (per Arc. il required) 4.881 Export Support - Feny Flight &000 Extended WarrantY (Per NC) 8861 SA Rea Addl Confers mot I Cust. Delivery Does (Pet NC) 7,680 Sikora). Program Liaison (Per NC) 12.800 Changes Pool (Bey NC) 28000 Flight Testing & Acceptance 47,908 Recurring Engineering 48.805 Compabbisty Analysis 13.511 rota/ AdtabOnal Gonad Reeturernea 5 174,446 Grand Total ; 1,753.595 Rev 8/14/08 3 of 3 SDNY_GIN02110200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261930 EFTA02727697 A, &our. 9.ote enAda flame 11 17436 Air Ghisisine VOID Wes 16lab "089 IS AMOS. 11-17.06" far <WM P•4: NNW L 9•Meil 10711:9015 11/17/1/1 Maisel IMMO, Delakias Mir LMal Labor . RIM S 6309 M..., , 1.1$ Mai Etc 1.044 Eng. Ram II 'MI °Scowl. eal14.•••••••••#Isage 443344401mocaa roe *Mr Cann 4. P• 19103 Cob 0....60.. LOSItiss aan so abss a —is Mono KIS 044•644.4 sea am Tea,. 1190 oam44•44 - ras AM 32801 Coda, Phone Base and Omert 66 S 7063 $ 413 $ 475 1 7 119 $ 0624 $ 1,352 S Sit) 63336 90003 Gar 1..g Facn In Raw Tad*. Anrrosis 114 S 9412 $ 22,425 $ 21789 5 31261 1 31.239 S 31932 $ 36232 Cal flaw 'malice .n 440., io Mos pea yore meg 989,04 .n gm corrnangenolenat440 W0 agan Sm. hawses 1161 Fleg2444 4 8048, 164:1019440: 4 • 41089. Sr orty8 8701 91003 20 S 1862 1 6/11 S 761 S 2443 S 3.231 $ 2370 5 1:51 S 0 5 S 1 5 S 1 local Ceistions Addition, (teams II I4M»S 1 140.,MI 1 a• INI•aflalea OAS SO -- medial 4S MEM nal lisuill• 1 BM 3446 WO 1911,6 Ma 01141V 3016 al MOS C.408 wed*. 5/0099. Elwin, Clieprow Panne rim lOecTec61.58624) 46 1 3.965 $ 29350 S 33763 $ 31751 $ 34.502 S 36235 $ 14.423 $ 39044 460 i 7 g 1::: . lin • Swag 8 $ 646 $ " I s 162 $ 621 $ MI $ 804 S 735 $ 9:011 Colutat Dana Songs Criagrg Bat Pam, Sat/ Na Amenna. Phre lo to on Bantry Ps an, ne61409$ wan 811Cp1846446•AudoCatonts 164 S 1167? S 1489 S 1919 S 15W S 13912 S 15769 5 14402 S • 9.012 1399•Ong m801394 801•093 rim cora no‘&44.4 01 • S • s s • stows, s s 90013 4.8 Win) bend. KO l-I Milner. .110 wade sr.:MONO gar, sn•wint 164 nght1.9-4139•40804 Mama no be srxnenatl Ion the 41,8144. Mori 41-4 840•408 MIS* met unto' 14 or PCOCV1 Ma* 8818 04,09•04 90324 900031 and 18.46.8144 gamma, Im•mhed POMO ghat 220 S 18,240 $ 12425 S 33246 S 51126 $ 49,465 1 S S 4910 970114 809,, HRf ay SEM Desig: S $ S s - s 25000 $ s S •3014 Replace630W storgen3 NO atm 3.4164, damill ntradartio. Ion rand emir 0:844 Wass 8 balm 125 S 10.386 S 1438 S 6254 $ 18640 $ 11914 $ $ • S 19122 03015 Snow an ilwo•taepet Wu... 403r a 5 6f6 S 962 $ 1.105 S 1.171 5 1240 $ $ 90)16 14840441 Womb Rana al cenn9 le.. 102.9 al 6 cab. man ag9461106.441.44 gores* 32 $ 2.659 S 528 S 605 $ 3264 $ 1133 $ $ S 10117 Oat:.l ran nen* manna ear bung one ea* sarovn miteNts ban the 4:863-tes OM*/ a oonang ”4.01 ern co1c810068( 044/6.4.:03tmpennens1818m0 re) Smote Cuitre13.84-40 144194" 10811 175 14.541 $ 12523 $ 20.125 S 31.666 $ 31279 1 • 1 • 90318 Pro.418 Since* um*. sag drat* 0 nscr.s 041 0,6 Vardar° (3)18a.watc. the 63013 an 9069 belch ten 15 S 1246 1 203 $ 230 S 1.476 $ .817 S • $ - S 4010 (note Vona 8940 me 6302080348ne wart n b m. oiOn 'ay. .12 $ (9372 S (1,3031 5 (1 4951 $ (2494 $ 12.302L 1 • 93070 0:44,141,0'llettvition labor-46:n *van; cusiont. 3.• .veal ., so 61 aollbe 25 $ 2.077 $ 350 S 403 $ 2460 $ LSI $ • $ - $ 0 $ $ S - $ - $ • $ S • 0 S - 0 1 - s s ran Atiggektea 0484 Sauces. Customs seen Pete, SYmma n 0.69878881 mom onterfacy to CS 45940 $ $1.15) $ 0273 $ 110-10 MSS 1 10.348 $ gar IUI $15 Rs, Cieter Lileport .01 hate to redo Ml deign and .e wu a • 10,.0. Mr.,* m the a SIC AMON r• SDNY_GIWOD:36202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261931 EFTA02727698 Ar Oheitim quoit* ,1sR€v 0 Add-Delee 111716 Air Ghislaine Per; Mike I. e-mail 10/10/06 and CMS S e-mail 2/7/07 2/8/07 Deletions Labor Rae 93.09 Mat Marti* $ 1.1$ Mat ESC- 1.044 Eng. Rate 97.4;) Discount 4 $ g= ,4T n0. o ram l to magi CMatt ow 'tee 0,34 emereum Laaorilms Imola 1604141 toe 1114.19549 VOW 8411601 le s..... " Terd$018111 14" ..."... SI NMI , —12001 630]6 Cou la atone Base and C won. 85 $ 7063 $ 413 $ 475 S 7,535 $ 6.624 $ 31.23rnC S 7.952 S 6.715 $ • Dvan. i wl C acrog. 3,4 Pur.,, w' Table. &Annus 114$ 9,472 5 22.425 S 25.789 $ 36251 33932 $ 31.232 S • 90006 CM Mom straw in ca nto00o eel gime 10 to plugged in an0 commurscatoentdaad gawp oslin Boss heildeets(rel !leaflet Compete, NATO notice • 4140A. Saadi* WM Snap) 20 $ 1562 $ 679 791 $ 2 443 S 2,231 S 2370 $ 2,252 $ 9 76! 0$ - $ - S - 5 - 5 ono 0848tions Additions (2$,5471 4 (4 . ) (40. Cam Crosamk* usarsion UM'S,' NO•10911141 MUMS Tsui Y ON alecorme SO ION Taal 501911 Or WM NW 78356 Cab.-.Wedox Snades. Neon Critonmic Pdar.t ,3 S 4 m (City 6) onspeclechl-Swa50) 48 $ 3.958 $ 29,359 S 99 763 $ 37.751 $ 34,502 S 36235 $ 34523 $ 39044 8831? Cade SOW. Bin - Small 5 $ 665 $ 141 S 162 $ $27 $ 725 S 904 5 235 S 03011 Cele* Kee Sorel C5819I(4113•84.940000 SuPOIY at Marna Rhone let Oil Nary Das all laniard win RICO BOSOM AuSo COMM= 164 5 13027 $ 1.603 $ 1519 $ 15.546 $ 13.612 $ 15.709 $ 1402 $ 93012 00440919 4148010 to Surtaced win Coarse news1.4 $ No Chiree $ - $ - $ 90013 Fed Yang berth 3-4 W/ Imtile kid 220 $ 15,280 1 22,425 $ 33,246 $ 51,626 1 moos s . s • s 4.680 MO. 6/44.084. wde domarntat tor n/I hand I94401984. Ponlelliad CO ~Mg Semler standard WOW, provde110001 atskle on* lid ler IPODOC411190n1 403(I1100101100$1$ 10009)and 70414m1o104870TMlumlited 19004411 pewee. W013.4. Yescl3. la( br Sat 08101 $ 25.403 $ • $ S 90014 Replete 63000 elardad119410)bin WI karts age teactetleOloshmOuntdeslign Come Pan088 OS NA 36 $ 3.157 $ 5,436 $ 6254 $ 9,411 $ 9,03$ $ $ • $ 19,522 90015 Stall laln therm camel lot atm Moor 6 $ OW S 962 S 1.108 $ 1.771 $ 1.703 $ 90018 Needs,' WIWI 10Caled a meg Tend alum al 6 calm son natal kovat09119,1109901 16 $ 1,329 $ 525 $ 606 $ 1534 $ 1557 $ $ - $ • 10017 Oat= can leery matecials as Mang Is load authentic matarMs tern Ito wslomees Deny a 14464510 math In wilerksataly deed.Mvggd/OsrpeVslmopsknbeadiaw) (Assume Customer Supplied llialher WM) ITS $ 14,541 $ 3,995 S 4.595 ( $ 19.136 f .---- - `I-- 111il.ke12/ - $ • S 90015 kende arldtbOna1under Seal drawer Ordeent Om 1116 stanclord Mamma Ay lb 53013 Mlaeng bend. NMI S • S - $ • _Wawa. $ • s &WO 90019 DO MI instal de 61100 =wane storage aloes cabal Ow. 412 $ (997) 5 (1,303) $ (1595) 5 12 ,492) $ (2,72) 5 $ ' 50020 adorn volX40Wy#0.4hon likocsbco /409400 04110,4 via • 25‘ $ 2077 $ 350 $ 403 $ 2.450 $ 2.361 $ S $ -$ S • $ • $ • $ s ei s 1 s s s - s s ail tlannts 4.04/00.44 Della Suggest Cvstomet sax, AirCeNSystern vs GeV Phone Mie Mies/ace10 ICS 471 S 39035 $ 40.019 $ $3514 $ 92,549 $ 114.162 $ 9.153 $ 9.342 S HASS • of. IC :moot Certify I ,fepon will ha,e to redo Iwo des,gn and we will leslgn a storage omartmeni in the rent'''. TC Amendment Custom, Suppled leather Est Value 57.600. Handling Ito 1570. Additional nulellel Upgrades 53.500 SDNY_GlaypZRY3283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1932 EFTA02727699 Air &Maine quate.xlsAdd-Delete 2-21-07 Air GIS[sine Per: COS S entail 2/15/07 2/21/07 Wagons Year 2006 Labor Rat. f 8100 Mal pork-119 $ L15 Nal En. 1.044 Esq. Rale $ 97.61 \plecount 4.0ly -r .- 7 4115411L.100/ 1 07371I 11755PHANNINALLI nIQ Win! °WI R.P A ¶S COS Onerillen tale MM Labor led MANN Mt NaVolitt 0il Tel See 2404 aseanne sin 2084 Totaled To MN tone.e.4 IMII nes NM 91)021 Colt Nyco nerfeoe no the Wan CS (token Connection to be in Me told clown IMAM of the 900136rd lacing bench seal nth tiltylo select the cell phone come:son for sly woven on On MI lacing bench seat (4) POW'S) $ $ $ - $ $ 5 $ • $ 0 5 S • S • 5 S S S - S - 0 S S S • 5 S 5 $ - 5 75W Drefelleas Additions 0 • CON 00W1580. Law Han Labor INti IMAM 5804 NAM& Su Toul km 1144 DisrAiitne• Sea 014 RAN INI1105 DiscoriNd INN HOS wets 90021,1 Col phone of edam into the cabin ICS system Correction to be .n the ked down armrest on the 90013 Ind bang bench seat Inn ablny IC seism the cod phone connechon Ice any occupant o he fwd !pang booth sew (4) positions. T.ed to W Won-Wheels switch to disable In I use 60 5 6,647 S 4.330 S 5,014 S 11.681 5 ii i96 $ 5 5 19.522 90023 Uphinneed and padded cabin We nn drink nes S • S - No Charge $ S $ 0 $ S 5 S 5 5 S 5 Add/DEM. Din Nob: 80 C - 1,647 S 4,300 f 5,014 5 11.841 S 11.t95 $ Cl 2 14,522 SDNY_G W02:Rx1204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Cannot C. EFTA_00261933 EFTA02727700 at Ohtani cam (2) 0444206012•21-07 Air Ghisliiine Per: Chris S e-mail 2/15107 1121107 Revised 1128107 Year 2008 [ Labor Ra o $ OM Ma Mark-Up $ 1.16 WI Esc- 1.014 lag. Rat. $ $7.61 Moan. 4.0V grarnareir , - 1WILIOOPTECIr Ca miM G! DestAptia LS Han Labs In WIMP SN MINN NO INN MM Oom s/ Ns D UNION* Disaurebe IS taS NS 90021 COI Dam arta also me can ICS system. Comma 10 be In meMid 4040 armor of a 90013 Md brag bend' mama stay to mat Me cell stare cane0a. a ay occupam on Ma fad lac berth seal (II peetOnS) 1 S $ $ S • $ S $ 0 $ - S - 1 - S - S S $ $ - 0 S - S - S • S S 1 1 Total Dalion • Cock 0•801011100 LS Heat LOPS MA AWNS MOS DONN SO Um So Ms PftainlOd In e 'Hai Oa ION Cisesunlied la Iry 90021.1 CM row erterfsce into In Can ICS swam Camera 10 be 6 Me Mid oina anneal a ire 90013 Md Pars Lerch sea, an ateny lo sad me cell Wee COnr.C1.01 ke any occuoar4 a' Ihs Md facia Ninth se.1 (4) papas T4410 WolotkeraWhools NAN) le INNS Willard us* SO $ 6947 $ 4200 $ 5.014 $ 11.661 $ 11.195 $ • 1 • S 19622 90023 uonsisisres cote siStaildnrdt rads $ 1 - 1 $ - NO Creme S 63091 Cup Hear Sr. Cate, $ 66$ S 149 $ 170 S 036 I 734 $ 512 I 742 - 90024 Uptoblered Caton ~Of pens 9111 Mager 100 $ 1303 $ 15.000 $ 17230 $ 25,559 $ 24.537 1 - 0 $ • $ - S -$ • S • $ • 1 -$ - DAY NNE IN S itsos s rams s ss:oss,i sues $12 1 742 $ 113111n snot Cady 21292007 212112037 SON Y_G WyP2300296 ors SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261934 EFTA02727701 Air Chislaine An <Thal. ne Q.'s'', Ib ose.anc.. 3 !3.71 Year 2006 Latex Rate 3 e3.66 Per Mike Mal Merk-Up Mai Esc. f 1.15 1 044 --e/AW 3/13107 Eng. Rat $ 67m ileacarrn annir-o•de eionias•Xmut rear *ear Celltrien.•• MOO Micount ••0). CS, 0•50310. taw 24.... Isom 5t PariahWM NSW Id US OM SO Obtamed SA 36.• sal wisest Olasiled See MS vet 00017 Custom coter nerve name,* ether us% the 430:1 autherlic nutrias earn the °incense's flereed et proacirg rnacenn coorkearity Oeatherseesecarposesensnseasiee0 (Assume 33130encre33333•33333.• /Thles) 175 5 14,54t $ 3 001 S 4,505 $ 10,135 $ 11.371 $ • S 0 $ - S • S • $ Total :memos AdditOrill (I 3) 1 116.13551E_116,311 Cede Osealpiee LAS I . L g *el mawsaxe miaowSAN toed Sell 304 aeast eel Haad 703 lea MOS Oletemile• So. MP NM 90317 0.1100 Cabin greeds Milenas Cusicestic Fumisted IAMMIS (Lsaher. Carpel. 91e0P00s. NMI COnatlees) Custcen Upholstery Wort 175 1 14,561 $ 5217 $ 6000 $ 20,540 S 19.719 $ S $ 00017.1 liseeetele CAa lot Cade 64444 Seto Cadoeme Fuenisthei trinket 11.4eriale S • S • S - S • 1 07.500 S $ $ 0$ s s s - s ACICVDelele DIU so I - I um t las t 1.4641t (qua S 1 ell $ Customer Supplied Luther Est Vela* $7.000. Handling Fee $570 3.0011:03•1 material Vppradet 33500 113l00WF Supplied Material Est Value $40300 Kanaltng Fee 16000 SONY_Gk13D2Rfib206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261935 EFTA02727702 At Ghdare Q.U. (2) ideRev b Chne 5.1307 Air Ghislaine YetAr 2000 Uttor Rate 5 It® Per: Teleeee Nike 1. Á1)M Mai Mark-Up Ma EK I 1.15 12114 *I Wiritfla 3/21/07 Exp. RAN 5 1741 , III71-100~1 .‘ ,.... . 3.1•09unt toy Os ~mod Largo add SS sow 00 Te0~511111 elnairda0 lea ~Ma. mied. el Ordoes1 tad 90017 Cestiorn Cabe rilenCr maenad etser ~Ott* fad althenec rnifl *Om (he evIernet1 Welty« ~3 oath II oalOrlquith —100900YeariSeder~ (Mwme Customer Sundect Leant Hides) 175 $ 14.541 1 5,950 : Oa $ 115135 $ 10971 5 - 5 os 4 - s --.. Taal 1761 • • ode ~wen Lawmen ~tea dtedi0 del ekilimatko Ts twa 1011 decoomee de wee istearde. oteestoieelltel ea Ned 90017 ~ore Cabe Wen itnetels Odolomer Fvnethed Mania 0.0551M. end. 511eS Fond Cow") Cullom Uprediery Work 275 5 nA50 5 6.217 It sans s 25.549 $ 270595 $ - 5 - $ 91)017.1 Waded CM* tor Cod* 63000 due to Cadent« funtlaed Interior Matertale - 5 - 3 4 . 5 m ac, $ • 4 • 4 0 1 5 5 4 - $ s • =trn Deftlt &Ode 10025 SOW tae ~atom • 100 I 5.909 5 1.221 $ 1.404 5 9713 L5 _ . _($.179) • 5 • Ostrom« Supplied Lear« (sr Value 57.402 Hendon Fee $570 Mdelonal mania Upgrades WOO Gusto-net Sup Ingetiai (St Vakee 540= Kindling Fe* WOO SDNY_GW:12:03,2ef SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261936 EFTA02727703 May 07 2007 6:46PM Aero Records 405 685 2269 p • 1 NIKKI WOOD SPEC/AL SERVICES ADMINISTRATIVE ASSISTANT Aero Records & Title Co. POST OFFICE BON 19246 OKLAHOMA Olt OK 73144 For Courier Deliveries Only 3300 S. Lakeside Drive Oklahoma City, OK 73179 TELEFAX TRANSMITTAL SHEET DATE: 5-7 -O 7 MTN: -c•(\i\ \(-4)1,-4XSO,h• la-VO PHONE-440M 2394507 TOLL-FIE14 I4501104- Fat 0051U5-2269 FROM: • Jennifer Garner We arc transmitting page(s). including this cover page. PLEASE HAND TO ADDRESSEE AS SOON AS POSSIBLE. IF FOR ANY REASON YOU DO NOT RECEIVE THE FULL TRANSMISSION. PLEASE CALL US. Re: Enclosed please find: 106)? GM temporary certificate.by wire manufacturer's Na assignment copy of correspondence to FAA wire for Nit assignment Form 805044 (N# change approval) Declaration of Intl Operations confirmation of reservation of special registration number This is a reservation only — Please call our office if you wish to have the number assigned to an aircraft. Assignment of this number has been requested through our office. We will call you when approved by FAA. Documentation for you to complete & return. Return b} Registration Number Research. Numbers ending Other Ng research: Other Nlessage t if any): • :HilY•• .4: TIT.; : C71. SDNY_GIIBJ02301298 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261937 EFTA02727704 May 07 2007 6:46PM Pero Records 405 685 2269 P • 2 U.S. Department of Transportation Federal Aviation Administration May 4, 2007 5000ILWYAMMAPTOOle 69CORAINS7 STRAMYWDC706614-0$5 Dear Sirs: Flight Stanclants Service fl oret Ftagetrallon Banal, APS-750 P.O. Box 25504 0tlanana city, oetwoma rates-oso4 (405)1154-4206 Toe Fna: 1.96.704-4715 WEB Address Otialfreilen balm United States identification mark N908GM has been assigned to Sikorsky Aircraft Corp., Model S-76C-2, serial number 760667, Mode S Transponder Code 53106606 as requested by you. This manufacturer's assignment of special registration number cannot be used as an authorization for a number change. If we may be of further assistance, please contact the Aircraft Registration Branch at (405) 954.4206 or toll free 1-866-7044715. Sincerely, AFS-750-SUPPORT-5 (04/06) SDNY_GLIV02300209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261938 EFTA02727705 pp AIRCRAFT TITLE SEARCHES RECORDING SERVICES AIRMEN RECORD INFORMATION Aero Records & Title Co. PC6T OFTICE BOX 19246 OKLAHOMA CITY. OK 73144 In account with: Sikorsky Aircraft Corporation 6900 Main Street, MS S358A Stratford, CT 06615-9129 Attention: Mike Loschiavo RE: Sikorsky S76c-2, Serial No. 760667 PHONE: (405) 239-2507 TOLL-FREE: I-(800) 654-7202 FAX: (405)681-2047 INVOICE NO: SPC172757 Plow pep free as hot • No MOONS, ear- Tee: NN IS Date: May 01, 2007 Assignment of special registration number N908GM to above aircraft 98.00 Total Due 98.00 Phone: 860/386-4536 otd 414 er Please return one copy of this invoice with payment! Thank You! 5N01 SDNY_Glitv132303210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261939 EFTA02727706 AFFIDAVIT SUT-16a-3 STATE OF CONNECTICUT DEPARTMENT OF REVENUE SERVICES EXEMPTION CERTIFICATE AIRPLANE MANUFACTURED BY AND PURCHASED FROM A CONNECTICUT AIRPLANE MANUFACTURER WITHIN THE STATE OF CONNECTICUT FOR USE EXCLUSIVELY WITHOUT THE STATE OF CONNECTICUT This form shall be filed with the sales and use tax return of the retailer for the period during which the exemption is claimed. The retailer shall retain a copy with its records. RETAILER INFORMATION Name of Manufacturer: SIKORSKY AIRCRAFT CORPORATION Tax Registration Number: 0567214-003 Address: 6900 MAIN STREET. P.O. BOX 9729 MAILSTOP: S427A PHONE. (203) 386 3864 Date of Sale: June fl3, 2007. PURCHASER INFORMATION Name of Purchaser: Air Ghislaine, Inc., 103 Foulk Rd.. Wilmington, DE, #202 19803 AIRPLANE IDENTIFICATION DATA Make: Sikorsky Aircraft Corporation Model: S-76C"+ Year 2007 Manufacturer Serial Number 760667 FAA Registration Number:14908DM Sales Price: S 10.365.650.00 AFFIDAVIT OF PURCHASER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that the above-captioned airplane was manufactured by and purchased from theSove mentioned airplane manufacturer for use exclusively outside of the State of Connecticut. I am a residem of the State onN. I e_ A i.„ FOR THE PURCHASER: 6.t V (Signature) Sworn to and subscribed before me this /81-ti (Tide) day of --71:14/C ZC07 Notary Public; My commission expires the 3/ j:-.1 day of I HEREBY CERTIFY UNDER PEN best of my knowledge a FOR THE RETAILER: Sworn to and subscribed before me this Notary Public; My commission expires the My ion AFFIDAVIT OF RETAILER Commiss ATEMENT that I have examined s certificate and, to the ion contained herein is true, accurate and complete. (Signature) Si' Program WilancKter (Title) 1P11 day of -1 C-7 /6/6#. ZOO 7 .37/ S-f day of -.TAt./elerlicl7 - 26/ µy comnir,sinn Exp. gin. SDNY_GW32300200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261940 EFTA02727707 AFFIDAVIT SUT-1 6a-3 STATE OF CONNECTICUT DEPARTMENT OF REVENUE SERVICES EXEMPTION CERTIFICATE AIRPLANE MANUFACTURED BY AND PURCHASED FROM A CONNECTICUT AIRPLANE MANUFACTURER WITHIN THE STATE OF CONNECTICUT FOR USE EXCLUSNELY WITHOUT THE STATE OF CONNECTICUT This form shall be filed with the sales and use tax return of the retailer for the period during which the exemption is claimed. The retailer shall retain a copy with its records. RETAILER INFORMATION Name of Manufacturer: SIKORSKY AIRCRAFT CORPORATION Tax Registration Number: 0567214-003 Address: 6900 MAIN STREET, P.O. BOX 9729 MAILSTOP: S427A PHONE. (203)386 3864 Date of Sale: June 18, 2007. PURCHASER INFORMATION Name of Purchaser: Air Chislaine, Inc., 103 Foulk Rd., Wilmington, DE, #202 19803 AIRPLANE IDENTIFICATION DATA Make: Sikorsky Aircraft Corporation Model: S-76C++ Year: 2007 Manufacturer Serial Number: 780667 FAA Registration Number: NEWSOM Sales Price: S 10.365.650,00 AFFIDAVIT OF PURCHASER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that the above-captioned airplane was manufactured by and purchased from the above mentioned airplane manufacturer for use exclusively outside of the State of Connecticut. I am a resident of the State ofl'• a I a • G . FOR THE PURCHASER: E,. L, (Signature) Sworn to and subscribed before me this 44 rH (Title) divot ,12:741r ZC07 Notary Public; My commission expires the 3/ 5"-C day of A44404 AFFIDAW OF RETAILER My Comnssion I HEREBY CERTIFY UNDER PEN TY OF best of my knowledge a FOR THE RETAILER: Sworn to and subscribed before me this ATEMENT that I have examined s certificate and, to the ion contained herein is true, accurate and complete. S% PreraPri ninCtler (Signature) (Title) it --- day of -7 2:we' 266 7 Notary Public; My commission expires the . day of Ufft:TioSi0n:. 7;•:$071 SDNY_Glify13230.3302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261941 EFTA02727708 SIKORSKY CLUB, INC. MERCHANDISE REQUEST FORM Person Requesting: Chris Shurkus Date: 18 Jun 07 Department: S76 Marketing OAT Number:q4_....sof I mi.oz Reason for Request: Items Required: ITEM QUANTITY PRICE Jacket — B/H 1 100.00 100.00 Sweatshirt — Pres 1 35.00 35.00 T shirt 1 13.50 13.50 Golf shirt 1 45.00 45.00 T shirt 1 15.00 15.00 Dress Shirt - S76 1 39.00 39.00 Flt Jacket 2 126.00 252.00 Decals 10 1.50 15.00 Golf Tools 2 7.00 14.00 Subtotal: 528.50 Sales Tax: 31.71 Total: 560.21 Authorized Department Approval Require =efore 4erchandise is taken. ficktel 1._O 1/l4LND Department Approver (print) Picked up by: C. Shurkus Club Store Verification: Pogy afzybi Date Date: 18 Jun 07 Date: 18 Jun 07 SDNY_GLM23013203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261942 EFTA02727709 FedEx. US Airbill wins I ROE 7I - T 6 1 idtkalst&iwavo kocelui Ps trortafi-- „,. UR0O 014/,t OWiotl “cx\i Ay,An? I tir Iasi V 1.4C251.4____ PriA Snre..4(i FOE, Pc c a.rt Conaei II i%;44 7 a •••••••••••••• •11krailia Pala lisnommid•Oklail• mei Mine ir CWS nler T5-6 eseelesel•••• ap3310/ OAr. Ship and track packagosat fodex.com VP Simplify your ahipplies llISOPR011.nallELAS ill the tan Is you need ) 0200 Ultra-SP k ccry +1 N Express rn.9. SWOP E Fed& Pmely Orme FidEalindotthemple Caotedia t wile lout: sash.. Flax ENY C r Osesse Sem ===. 1,1. 4, a U esteretk hi esio orb tossersi.”••••••••••••Onaai —I IR ttelat. Eons RAS Sers == MV. isa El_ kt ❑ 2•1-ht, ttraz corporp.s.4 IS Waft D Fee 4...a• sont• Ors Cub D ht• Dote ( ernai neserso ••••••"otrtla I SOILS Huai r --- nereanee...eses O War 0 Illet 0 Mit=6.7 i mire. nab net= tars Tr." -- -1 Clio° 0 Mer..0 gr . 0 Mtn. _., Mln.....6•Salamorl•••••figalitiPS 0 OreeeirceeRONO 7 7. 1. 711,— tee Sib ha Mu OWNS Wan --, ID aft. Se ders Rosen ❑on Pstei ❑Cielltral 0 WARE TS Mope agg Olsollesiamet LO S NEW Residential Wise Sliseltire 00... E 17.zssi...... *obin ea 4••••• r "tr: s.s.s...nreentamsoi~umstok PI 520 sDNY_GLIA)103204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ETTAI)026 1943 arall414 Ito m EFTA02727710 Feekz Kinko's Office and Print Center 707 Bridgeport Ave SHELTON, CT 06484 Location: Device ID: Employee: Transaction: OXCK OxCe -PDS! ti' llt STANDARD OVERNIGHT 057327969210 1.90 lb 1ST Bill Recipient/Third Party ses See payer invoice : Ought entered novelly S deiced reed troll stele noble Ito Subject to eediticeel choirs. Sit Fedde Service Wide et feoei.can for details. All of/commis. sales tioel. Visit us at: fedex.cca Or call 1.800.OoFedEz 1.800 463.3339 June 19, 2007 5:18:21 PA SONY_GkeDritlie$2418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261944 EFTA02727711 AIRCRAFT TITLE SEARCHES RECORDING SERVICES AIRMEN RECORD INFORMATION In account with: Sikorsky Aircraft Corporation 6900 Main Street, MS S358A Stratford, CT 06615-9129 Attention: Chris Shurkus RE: N908GM PHONE: (405)239-2507 TOLL-FREE: I-(800) 654.7202 FAX: (405) 681-2047 A.ero Records & Title Co. POST BOX 19236 OKLA11OMA CI I Y OK 73144 INVOICE NO: SPC 181880 Please pay Gen• Mit invoice • No nnkNnml - Terms; Nei IS Date: December 23, 2008 Reservation of special registration number Cash advanced to FAA for the reservation 98.00 10.00 Total Due 108.00 email: cshurkus@sikorsky.com Xpo/o.sa ti7 <' kids ! 4c• $71.1 .o/..IT Please return one copy of this invoice with payment! Thank You! SDNY_GIINDZERX306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261945 EFTA02727712 U.S. Department of Transportation Federal Aviation Administration AIR GIIISLAINE INC • 103 FOULK RO oup2 wii.miNGTON DF. i9NYI A certificate of registration may be issued in your name for KEYSTONE HELICOPTER S-76C SIN 760750, N750A upon your compliance with items checked below. O Include legal mime of owner in puichasees block on enclosed bill of sale. • Submit completed Aircraft Registration .%pplication, signed in INK, including typed or printed name of signer in signature block. Form enclosed O Bill of sale must be signed in INK by . Carbon signatures are not acceptable O Show corporate title of person signing fcr O A physical location or physical address roust also be shown on the application in addition to the post office box. ID Check 'LYN of Registration block (must agree dith title of signer). ❑ Clarify tine of signer (must agree with Type of Registration checked} YID Slow älja4;i1j9ete— description of aircraft. ... . . .t.n. Salmi( documentary evidence of ownenlup, (bill of sale, etc.) signe) in INK by the stila(s) for each change in ovmership from Flight Standards Service P.O. Box 25504 Aircraft Registration Branch, Oklahoma City, Oklahoma 73125-0504 MS-750 - (405) 9544116 Toll Free: 1.866.762.9134 WEB Address: http:iiregistry.faa.gov Ja uary7, 2009 OPERATION OF AN UNREGISTERED AIRCRAFT ISA VIOLATION AND MAY BC SUBJECT TO CIVIL PENALTIF—S. to O Submit registration fee of . Men return this letter with remittance. ❑ 'Submit authorivation for O Submit copy of Articles of Organization. Operating Agreement or written rernesentation Statemad. The dociunent sobnitted must include the items idcmtifial in the attached L.L.C. information shed. ❑ Submit certified true copy of Resolution of the Board of Directors O Submit notarized affidavit signed by truitee(s) certifying citizenship of each teneficiary, and each person who nay have a security interest incorporated in the trust. ❑ st.itaxs) on enclosed sheet. If you do not wish to register the aircraft, plane notify the Civil Aviation Registry in writing, stating 01e specific reason for the caneclimion (i.e., scrapped. destroyed, ac.,} Evidence of ownership mml accompany the request if net previously submittal. . . ••• • • • • • • - . - AI5.750J2Q1(OLVB) SDNY_GIN0230132035 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261946 EFTA02727713 U S. Department Fight Standards Senora Transportabon Knelt Registration Brandi AF S-750 Federal Aviation Administration December 30, 2008 AIR GIIISLAINE INC 10) FOULS RD 4202 WILMINGTON DE 19803 Hells I P 0. Box 75604 0Mahoma Ger. Oklahoma 73125.0504 (405) 96.-42o6 Toll Free: 14366-704-4715 WES Aridtesc rapWregastry Mayor CONFIRMATION OF RESERVATION OF UNITED STATES REGISTRATION NUMBERS United States Registration number tI908GM has been reserved for a one-year period beginning Dec 30. 2008. This number is in a r:serve status only. It is not assigned to an aircraft and may not be painted on an aircraft until approval is received from this office. To obtain approval for assignment, send a written request describing the aircraft by manufacturer, model and serial number to the Civil Aviation Regisuy, P.O. Box 25504, Oklahoma City, Oklahoma 73125-0504. If assignment has not been requested and approval granted prior to the end of the one-year period, the reservation will expire. The reservations may be renewed each year upon request and payment of the SI0 reservation fee. Corresponding ICAO Aircraft Addr:ss Code 53106606. AFS-750-RESPONSE-1 (7)04) SDNY_GLIM22:535208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261947 EFTA02727714 Shurkus, Christopher R SIK From: George Reenstra Sent: Thursday, January 29. 2009 4:46 PM To: Shurkus, Christopher R SIK Subject: FW: S-76 C++ Position Look at this list, may want to do Larry's 76 this way can you ballpark the price, ballpark delivery George Reenstra Aircraft Services Group Inc 300 Corporate Drive, Suite 2 Mahwah, NJ 07430 Tel (201) 995.9570 Fax (201) 995.9504 oreenstralayourjet.com The customer is interested in the position. The equipment requirements list is as follows: AFDS Air Conditioning System Approach Plate Holder Lighted Copilot Approach Plate Holder Lighted Pilot Cabin ICS Cargo Hook Provisions CVR/FDR - Multi purpose Flight Recorder (MPFR) Door Release single action EVXP Kit EVXP System Exterior Paint External Rafts - Reversible Type Floats Completion FM Radio NPX Fwd facing bench Fwd facing divan Garmin GPS - 500W Moving Map/GPS HEEL Lighting HF Radio - Honeywell Hoist Provisions Pilot's collective stick Pulse Electric Engine Chip Detector System Push-out Cabin Windows (Aft) Push-out Cabin Windows (Fwd) Push-out Cabin Windows (Hinged door LH) Rotor Pedals Lube kit Sliding Cabin Door RH Speakers - Headliner, Six Utility Exterior Pain prep Utility Interior Group How long will it take to quote it? 1/29/2009 SDNY_GII/M3230121269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261948 EFTA02727715 IMPORTANT NOTICE Pursuant to the March 23, 2004, notice published in the Federal Regis-ter, effective June I, 2004, the Federal Aviation Administration will no longer accept Aircraft Registration Applications, AC Form 8050-I, unless, the printed or typed name of the signer is included in the signature block. Additionally, the Aircraft Registration Application will not be accepted if altered using whiteouts, or by the use of strikethroughs, means line-outs, or other that obscure previously included information. A FS-NOTICE- I (06/00 soNy_Gtfv_zroano SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261949 EFTA02727716 CPS W-200S-003Form Rev 2. Nov. 11. 200R Part Removal Authorization Sikorsky Commercial Programs For Administrator Use Only (upon approval): PRA Number: Date Donor Airendi S/N: Customer: This form is used in conjunction with standard work procedure CPSW-2008003 when requesting authorization to remove a part front an aircraft in the completion caner. No pan may be removal without this form completed and signed by the Vice President of Operations of the Completion Center and the Program Manager responsible for the delivery of the donor aircraft. Violation of standard work procedure CPSW-2008-103 a subject to disciplinary action for those individuals involved. Requested Pam Information: Request Originator/Organization: an -An goOdilES. Part Number .1405,5b ...43" D'ioa• Pan Description: ST fTc friveeW mar 4,109r.. 7atf- 417S3 Recipient Aircraft S/N: 9frC77/ 3 Proposed Uonor Aircraft S/N: 'Coo P Justification for Removal Request _a wn, 4 1C Cr 4-e r arj,w,e4 PS T ,wauctereet a...is awes," In elefle CnreMe. • rJe aver „Lead ___/.2en i /s /Xs 4 .46.-7i head Aene• HSI Contact History: RSA Nuother 93v10 Date: / 9/05 Person: Thecobte /4/6/.£.c'.o I certify that this part removal request is submitted in accordance with standard work procedure document CPS W. 2008-003 area thy request the above pan. Signed: e.-4; Vice Pres. (Operations Compfet on Center Date: C/47 Customer Authorization: —7— Customer Marne: dir as A-4- ...tel.-- • Donor Aircraft STN: 76075 10 - I certify that the customer of the donut aircraft has been contacted in accordance with standard work procedure document CPS W-2108003 and thorizes the removal of the pan for the above stated purpose. Signed: _4 Program Manager Date: SD NY_G LT/03003220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I950 EFTA02727717 J ROBERT KALSU CD A PROFESSIONAL CORPORATION Attorneys end Counsenors et Law RAmied 1902 CROWE&DUNLEVY April 7, 2009 Mr. Kenneth Bates S-76 Program Manager - Civil Programs Sikorsky Aircraft Corporation 6900 Main Street Mail Stop 5614A Stratford, Connecticut 06615-9129 bob kalSuaCrOwedunlevy awn RE: Keystone Helicopter model S-76C aircraft with manufacturer's serial number 760750 and United States nationality and registration marks N750A (the "Aircraft") Dear Ken: This letter confirms that we filed the following described instruments with the Federal Aviation Administration (the "FAA") on the dates and at the respective times as noted below; (a) AC Form 8050-2 Aircraft Bill of Sale dated December 30, 2008 (the "Seller's Bill of Sale") by Keystone Helicopter Corporation to Sikorsky Aircraft Corporation (the "Seller") covering the Aircraft, was filed on December 30, 2008, at 3:40 P.M., C.S.T.; (b) AC Form 8050-2 Aircraft Bill of Sale dated December 30, 2008 (the "FAA Bill of Sale") by Seller to Air Ghislaine, Inc. (the "Company"), covering the Aircraft, was filed on December 30, 2008, at 3:40 P.M., C.S.T; and (c) AC Form 8050-1 Aircraft Registration Application by the Company dated December 29, 2008, covering the Aircraft, was filed February 17, 2009, at 2:08 P.M., C.S.T. This letter also confirms that the Seller's Bill of Sale was recorded by the FAA on January 7, 2009, as Conveyance No. PH001656 and the FAA Bill of Sale was recorded on the same date as Conveyance No. PH001657. Enclosed herewith are the original recorded instruments bearing the FAA's stamp showing the recording data. Please note that registrations were not made on the International Registry as previously discussed. If you now desire that Contract of Sale registrations be made, please advise and we will ba happy to assist with same. Should you have any questions or concerns, please feel free to contact me. JRK:kg Enclosures 1866507 TULSA 500 KENNEDY BUILDING 321 SOUTH BOSTON AVENUE ULSA. OK 74103 3313 TEL 916 592.9600 • FAX: 916.592 9601 V ruly yours, OBERT KALSU For the Firm OKLAHOMA CITY 20 NORTH BROADWAY. SUITE MOO OKLAHOMA CITY. OK 73732-8273 TEL: 405.235.7700 • FAX: 406.239.6651 NORMAN THE HIPOINI OFFICE BUILDING 2500 SOUTH MCOEE. S105140 NORMAN. OK 730726705 TEL. 405.321 7317 • FAX 405 360.4002 www.arenv00unlevy.com 7i5/47- 6121A31I06222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7/ 8/ 9/ 10, 15, and 17 EFTA 0026195I EFTA02727718 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ACOMNISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ S 4-049/.. THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 750A AIRCRAFT MANUFACTURER & MODEL Sikorsky Aircraft S-76C-2 AIRCRAFT SERIAL No. 760750 DOES THIS 3E- DAY OF December , 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED alta,,212o-o on 0173172008 CO— co ° CC < C a 5 2 o s? w >cc rr< To.c to LL O r4 a, Do Not WON In ibis Nock FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL'S). GIVE LAST NAME. FIRST NAME. MO MIDOLE NINA/.) Air Ghislaine, Inc., 103 Foulk Rd., #202 Wilmington, DE, 19803 DEALER CERTFICATE NUMBER N4O TO Its summon erIMEI IMOC IErneta 6 . AND ASSIGNS TO HAVE NC TO HOLD SINGULARLY THE SAO AIRCRAFT FOF EVER AND WARRANTS THE TITLE THEREOF .IN TESTmONY WHEREOF I NAME(S) OF SELLER (TYPED OR PRINTED) HAVE SET Sikorsky Aircran Corporation HARP AND SEAL THIS DAY OF December. 2006 SIGNATURE(S) (IN INIC)(W EXECUTED FOR CO-OWNERSme, ALL MUST SIGN.) Chris Shurkus TITLE (TYPED OR PRINTED) S-76 Program Manager AcnNOwLEcigmENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE iNSTRumEta ) ORIGINAL: TO FAA. AC Form 8050-2 (W2) (NSN 0052-00429-0003) Supersedes Previous Eamon i I soNy_Gertvonocen SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261952 EFTA02727719 UNITED STATE:3 OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATiON ADMINISTRATION AIRCRAFT I3ILL OF SALE FOR AND IN CONSIDERATION OF $ 1-4141Cvt" THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 750A AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter Corporation S-76C AIRCRAFT SERIAL No. 760750 DOES THIS 3 o DAY OF HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) Sikorsky Aircraft Corporation 6900 Main Street Stratford, CT 06614 PURCHASER FORM APPROVED OMB NO. 2120-0042 08/31r2008 FOR FM USE ONLY AND TO ageopeps, Aro TIARTRAxORS. AND ASSIGNS TO NAVE AND 70 HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TIRE THEREOF: IN TESTIMONY WHEREOF I NAME(S) OF SELLER En (TYPED OR PRINTED) HAVE SET MT Keystone Helicopter COrpOration NANO AND SEAL THIS DAY OF arGt SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-ON FTERSHIP: ALL MUST SIGN ) „as (1 1-0 David A. Ford TITLE (TYPED OR PRINTED) Wog President ACKNCYMIDGMEN7 (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY Cf THE INSTRUMENT.) ORIGINAL: TO FM: AC EOM 8050.2 (9192) (NSN 0052-00429-0003) Supersedes Previous Edilion SDNY_GILIMD2XX3224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261953 EFTA02727720 cErr:3"1771 - 7741,16t re Cl 1 ! '- , ....1 4441IPIESP4 -a-sia Telt -3- tfut • 4 a. eta IMMO 4 iV!V V -:7 V r.• A • .ii an • - 0•4219410•4•tililth• •s -.errs -. 1141 Meet la NA. Se.14idielktv1 4+ GS $14 • lof"Itittrtf .'.. iL 0 ifitlif Vi * i.'7"7,1ZEll SMIlibte, (317•31E1 trrE*fratQ h•- 30011 ea is ICS NMI CMS CRIS Oint 32024 SAMS% Cthireuelcall0e4 System, ANCMIST3100 S (72.5,10 35013 IRAS - Ushers al UNSIF wrGo Around Switch wired to the Collective S (14.1.160y 43011 All Fa[Mp (theca • I.4 Plano 13015 Cable Cwt Hooks, TwO S (1.150), MK wankel Pylon Access CSN 71307 51055 Renton LH ACCeSSOfy Drive CSN 74.305 1 AgeeGOVIsenn Light . Rini (11.610) 45051 Leading Light- 1.11 main Gear 1122002 ISOLI ReCifgailkin LIONS - Forward Facing iii5601 10063 Logo Lights t. 1 403) 11071 lholselighl S tem C121301 15072 Pulse Landing Light $ $3073 Pulse Rentheilthin LIOMS S now, 10004 Balaban reaCtic lights from antic cabin cones 10 Sue Outboard lintheger System S IONS tight Bose headset jacks for use with the cabin CS le the ca in nu Mom lOcallOnS) S 25.9061 10004 Sateen antes.. 10 be entailed withoot the cockpit intercom capability Nei code 320211 10009 ladle Input Mee In Cabin for bead type 4003 Entenaisment audio 10 be hoard SA cable Bose headings No other controls, volume connoted Na Mod device I (11931 14012 Boarding Steps lo Be Surfaced With Cone Non Said 10013 IrRed facing Beach seal. 14 Ilesseniacr. W. de 0.34 fold down armrest for right 'nod pathenger. Cann Shall be Shortened from me standard length and provide storage inside under lid for PO Dreell phone laces Velittellf it 900215 90009) and holden In tinkerer fernInsed IPOEMEell phone. S (530131 $001S Shoop skin throw carpet fo cabin Boa S 11.1701 10011 Headset Hangers CuSioenerCabin Interior Materials Customer furnished keterUils (Leather. Carpet Sheepskin. Panel Coating) IOW Custom Upholstery Wort 10021 Can pbonilnierface Into the cabin KS system Connection to be Us the told down arnvest of the $0013 tad lacing bench bill with ability 10 Select the cell phone COnnecliOn for any OCCepath on the fed facing bench that (4) positions. Tied to Wal2Monanheels ;whet le °Napkin-flight uSe S (21.1911 I 2 11 .1 git • .. iv VW** 1%1 4-:44 -113rallraken evais.? vs vfas .CIFIE - iv • %V L. 1 c • .,--V WV 'cos v 'efferesneeel n., a 4-e. n em,: 1505$ MS, Universal LINCIFir (VAAS CAS) with LPV Mapbr 40002 Enhanced Door Piss, Cecina S 3.130 55037 And-COUISiew LED LIMO, Red, TO9 S 5.140 45011 MB.olusbe LED Light Red, 11011ent $ 5.140 95040 L D POlatlem LlaIS S 9 930 10022 CuStOrrilth CORI reading hunts. Relocate one readlog light from each fl ea to the Outboard area 04 the Calling 10 be °inbred On Outboard passenger WIS. Had Outhe 90024 Relocate the reading light beteg ,' 10 the Overhead area. adjacent le the reeding Innis. Relocate ate dome legal switches on We saw* panel as the relocated outboard light, in the outboard position. CNC Owls WO2S system Malay Will Seen to Supped Blackberry mean Need O,ae ICG Snell.% phone with Includes cabin hi.dtet and cony)] dialer. (Note. there IS sigelfluel technical and threllcatkie ink with the win paten Of this installation. II Will Fu nction has Is be abandoned. only the sabillnil phone pence will be Installed) 10021 LEO leading Lights, lensed right with pulse capability Need Onte 90010 LED Recognition Lights, with pulse capability Need OvOtt 90011 Garman GOC49A Clew ****** receiver with XII radio receive capability. AM radon audio Output wit be ceanected to cable headsets any (Ref. Elliku•4434). $ 15.278 10032 Four no Volt AC outlets In cabin, powered by 1000 VA convener hialkedt0 AC generator. Outlets to include flip coven. CMG 0 90031 Clue 12 Vol DC aulonwlMaryalarls In cabin with coven Need CBS 10034 Modify Cable Weiler door heaths lighting per cunning preference. Remold the Sedan, Strip of LED Kahn all replace with single, Concealed ICC Mammoth monde a uniform illumination of use handle area Need Dune $0034 Cabin ICS Clam with II Beth headset Jana. with Call hiectInt. Headsets An connectable to sateen* phone. HMO OVCee 10037 Connection Olanli0 from TO el VHF rade (Cost B to the cabin ICS circuit with onion switch le cockpit Need 0u0se 1000 Cabin Elientainment System with: • laud.° sources, IPod dock. annoy stereo aura* input and KM Radio from Gannet GOL49A (with remote Ceetr011 • Switch panels Mb 4) wise Source Sew I and Call button . Audio plays Over headsets only, not Speller. N100040e 90040 Recaoskin Forward cabin Subhead 10 emend lower the bottom of the standard narrow windows NNW Owls 10045 New Custom cable upholstery style Nal On% 91042 Custom Cabin Interior Materials (Leather. Carpet Panel COverlicl TT,. oniOnth nil Wolf. in a amid/ mown. the [Sam leather etc canna 01 nen dyke The Co-mance Centered Medh al the interior rnifehth and wares he me Stefan the Collie= Censer ens brine SAC PC the Meaner. WV.) Cr COM anprOrai The CuSSOTOPSWOCSIn leather MI be teed 10 vithOblei Ire Can Seat syn0010ry. Manor recliners. fideral ulintis. an and 10reen1 bultheath and ors ecnertal Wt othrne mean thine expthed Inches° thane vel be eindere Nee: Gine 10043 Custom Ferran color exterior metallic paint Heel Cycle 90044 Custom Cabin Headset HOOFS (Quantity el Need Chola 0043 ShOecthantng Mal on Boarding Stops LHRH Need Gale 1b. HEEDS Rome seounts on CockpitLb PONS (sArwar10peck IM 17201 144? Umbrella Holden on tondo of Baggage Compartnthil Doors narillm 10 ScOM 10044 Gaston Aft-Facing Bench Seat Three to Four Place. with Seasoned Single Center FOld•DOw• Padded Arm Rest 10049 Custom Fonend-Fecing Bench Seat. Three le 4 On Place with Shortened Singe Center FoithOown Padded Arm Rest ICOSO LED Logo DOW 140t0I Krifikairtp.i...ent..........fen4 I f,t.tTdc ITC/I - . 4"-ri 1 • Rodrael.Coffre RCN) fire setch. oh, 250.4-0* OiY 4 RO3thelgatire RCAD.CABIN spin thatch Web. PM 2501mmen.Oty 2 • Raceme-COW CAUEREAD 19M snide genets. WI Minna 04 2 • thole READIGQIN and CABIN/READ Icol Wien ants ate MO Mr Sw.rsh Welt VIM an min images of each other (Willa& the READ ban 09911thicaion Coe CAM WI Know, swan • NRE 10 ROckeeleCOlith for devanprosent el too nen swan. panels REACCASIN all CASINREA0 Sae ads 044•013111CO AISO. add COSI lot a create enema WI mono Knestow $TC Syltell <CMS% Of ICS.200 ithail•Channel VICSuth Sateen system. swathe Server, SthmaT Medan, CO:91 dollen Naomi Handset ell belOcaled n as at vendee. reveal Wlpl 'fled nth aresurcalonwlich totaled 'CABIN ATC OPOOFFCce Crier .11M nd0n a imam of me GOL-69A. mon 9031 Tin CMl catneciaa that pan tome wan heathen and incloOes TWO Germ GRC-40 remota cchighnerablini) me passengers 10 coned me AN 43324 WrIath matted Coat mart toe was •TwO new Ineeth paned drive an named tot ROCIgneaCOthe - Ave 491010 fad (cilty I munch anon 3 Snirri IMMO PPS 1.104100 'AUX PP - Headlet Synch paneled" VC PACO& 'SOURCE' and 'CALL'. veln gnat thgel 'HEADSET' SDNY_G LIVO2C100225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261954 EFTA02727721 Add/Delete List to be Quoted by Keystone for S-76 NC 750 Air Ghislaine January 27, 2009 Delete: 32024 Satellite Communications System, AirCell ST3100 35053 FMS — Universal UNS-1F w/Go Around Switch wired to the Collective 63085 Cabin Coat Hooks, Two 85036 Anti-Collision Light, Red — Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset Jacks for use with the cabin ICS in the cabin (custom locations) 90009 Audio input Jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone Jacks (roference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90021 Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weighbon-Wheels switch to disable in-flight use Add: 41030 Entertainment Package 2: Audio 8 Moving Map 80092 Enhanced Door Pins, Cockpit 85037 Anti-Collision LED Light, Red, Top 85039 Anti-Collision LED Light, Red, Bottom 85040 LED Position Lights 90022 Customize ceiling reading lights and air vents arrangement. • See rendering below. Swap location of reading lights and gaspers in each lights/gaspers group in the ceiling. Also relocate one reading light from each group to the outboard area of the ceiling, to be centered on outboard passenger seals SDNY_GLMDZIOC/226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261955 EFTA02727722 cif 4' • t. ...,.. , {••••••••, ••• - .4, -stot•Siloikla MIII-O.C.,‘ 64, ‘ M., • , or 46.Vortotir4Pir4o.: gr kg ,..‘ r... . , t .-n a fin3 Si"' AV inlowit • .• mono IP cr• - c• • • • c •4 4 -as .1...• :c , > :•• : ...7174—• • • i c t•i. r 4, --it W. Aln/i/LO. it, .4 ,I,1 , 0,i1;:•[ .7 A r ''..' : I. • • e ...-7 -"" r • • **-7 AA ir • , - .. -,. , , , , . , w .... . . , ..- " . -k ' . S Pr, -•• illet fr,1!14 90023 Forward-Facing Bench Seat, 3-4 passengers wit n single, standard-width fold-down arm rest. Provide the same aft RH seat width as per aircraft 760667. 90024 Relocate the reading light switches to the overhead area, adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated outboard lights, in the outboard position. (Refer to rendering above) • Rockwell-Collins READ light switch, p/n 2501-1-0)9, Qty 4 - Rockwell-Collins READ/CABIN light switch panels, pin 2501-x-xxx, Qty 2 - Rockwell-Collins CABIN/READ light switch panels, p/n 2501-x-xxx, Qty 2 - these READ/CABIN and CABIN/READ light switch panels are two new switch panels that are mirror images of each other. Each has one READ light on/off switch and one CABIN light up/down switch - NRE to Rockwell-Collins for development of two new switch panels: READ/CABIN and CABIN/READ 90025 ICG Satellite phone system with support of Blackberry email See parts quote from ICG. Also, add cost for a satellite antenna. Will require Keystone STC System consists of: ICS-200 dual-channel Iridium sitcom system, NxtMail Server, Sigma? Handset. Cockpit dialer, antenna. Handset will be located in aft right window reveal. 90026 Universal UNS-1Fw FMS 90027 Provisions for FMS WAAS upgrade 90028 Completion of FMS WAAS upgrade 90029 LED Landing Lights, left and right, with pulse ..:apability 90030 LED Recognition Lights, with pulse capability 90031 Garmin GDL-69A XM weather receiver with XM radio receive capability 90032 Four 110 Volt AC outlets in cabin, powered by 1000 VA converter hooked to AC generator 90033 Four 12 Volt DC automotive-type jacks in cabin 90034 Modify cabin interior door handle lighting per customer preference Remove the standard strip of LED lights and replace with single, concealed light source to provide a uniform illumination of the handle area 90035 Add second 15-inch LCD cabin monitor SDNY_GUvWXP3228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261956 EFTA02727723 AWRY; Cf OMR 'NOST . : IIRN.11041444271A' • : Tull ~lii CHANNE • pxximutr24 KLIMA ER NAM FNOUCI . •NTY • • FRICE • •' •NitIff. . Jfj ARIL: OA: 43.95P• 2$217.80 , . . • , • • • . • • • • DATE! 42,79/08 TKIN: 082931 • i , : TIE: 14:46i4:3 - • st-00 • tow: .1 • AUTH; 1414 MINI: • MU ER aciabitaas FICUPT OF . . prorAci MREES.TO alIFON1 NE iN.1$11IGS %T FORTH IN pf CAD SDN Y_G IAVOIXR3228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1 95 7 EFTA02727724 . UNITED STATES OF AMERICA CEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION CERTIFICATE OF AIRCRAFT REGISTRATION Tills certillmie met b* n du aim <Aft when SAAR'S. IATIONALITY AND EGISTRATION MARKS N750A AIRCRAFT StRIAL NO. 780750 AANUFACTURER AND MANUFACTURER'S DESIGNATION OF AIRCRAFT KEYSTONE HELICOPTER S• 78C ICAO Aircra 1 t Address Code: 52415011 AIR GHISLA1NE INC 103 FOULK RD WI LIAINGTON OE 19803-3742 PARPARATIDN Ibis coitilAile is issnl IA ironer Pen Mints offily MO is ow 5 wog - matt of Mlle. TN ****** I Avia￾tion Adalaisuatioa toes nn tettimine fl ats ol creen/tip It Semen Pirtle Penns I candled AM In above amain. ' oh his Ma Mind ae Ow petiole. 0 Ike a etiol Avialloo Mbsiaitiniim. UAW SON. A Amato. in accotilame MA tie Commove a I ttttt mime Civil Aviation AM Oman/ I. I844. sal Alta Title It UsiNd Slams Coat stl regelsInvo ossoei ibmeeMet. U S. Dophrtmom of Transportation Federal Aviation Administration ATE OF ISSUE February 27, 2009 " rf 0291r x Tipc ADemo syping et loin 8050.3 (S/2008I Sonnets previous mill U.S. Dope/ trnont of Il hotpot I oh on Federal Aviation Administration Civil Avlelme Regisuy P.O. Bea 25504 Oklahoma City. OP 73125-0504 Official Illutletss Penally IN hints Ike 5300 AC Tofu 8060-3 ISitoos) Sepasedes pintoes *Mims TO. AIR GHISLAINE INC 103 FOULK RD WILMINGTON DE 19803-3712 750A SON Y_G LA023013229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261958 EFTA02727725 Shurkus, Christopher R SIK From: Basile, Carmelo S SIK Sent: Monday, November 10, 2008 11:47 AM To: Schmidt-Lange, Thomas SIK Cc: Shurkus, Christopher R SIK Subject: Air Ghislaine Interior ADD:3/DELETES Tom, Sorry so late on these. DE LETE: • tioe.),V gOti • 90004 Relocate reading lights.... $470 • 90009 Audio input jack.- .7?? • 90013 Forward-Facing Bench Seat... • 90021 Cell phone interface....??? • 63085 Cabin Coat Hooks, Two ----wieerAtte44-PPene- • 9041 ADD: • ILA ;VIA • 9XXXX Relocate single aft LH/RH reading lights outboard, to be centered on outboard passenger seats • 9XXXX Forward-Facing Bench Seat, 3-4 passengers with single. standard-width fold-down arm rest. Provide the same aft RH seat width as per aircraft 760667: • 9XXXX Relocate the reading light switches to the overhead area, adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated outboard lights, in the outboard position. •--9,veAK-K—T7Ger&Iffl'hcme Other considerations: • Current aircraft (760667) decorative plating is oxidizing. Confirm the decorative plating of new aircraft will not do so. (CB) • Confirm lower forward bench seat back will allow larger forward bulkhead window viewing area. (CB) • Lower door decorative panels (magazine rack area) are loose and detach. Prevent this on next aircraft. (CB) • Door lock pin trim is loose on current aircraft. Prevent this on next aircraft. (CB) • Decorative metal trim is loose on current aircraft. Prevent this on next aircraft. (CB) • Leather aft drink rails have scuffs from opening and closing doors. Prevent this on next aircraft. (CB) Mr. Carmen Basile Senior Interior Designer Air Vehicle Design Sikorsky Aircraft Corporation 6900 Main Street Mail Stop 5313A Stratford, Connecticut 06615 WARNING: THIS DOCUMENT. OR AN EMBODIMENT OF IT IN ANY MEDIA, DISCLOSES INFORMATION WHICH IS PROPRIETARY, IS THE PROPERTY OF SIKORSKY AIRCRAFT CORPORATION. IS AN UNPUBLISHED WORK PROTECTED UNOER APPLICABLE COPYRIGHT LAWS. AND IS 1 SDNY_GIMM1)245230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261959 EFTA02727726 DELIVERED ON THE EXPRESS CONDITION THAT IT IS NOT TO BE USED. DISCLOSED. OR REPRODUCED. IN WHOLE OR IN PART (INCLUDING REPRODUCTION AS A DERIVATIVE WORK). OR USED FOR MANUFACTURE FOR ANYONE OTHER THAN SIKORSKY AIRCRAFT CORPORATION WITHOUT ITS WRITTEN CONSENT. AND THAT NO RIGHT IS GRANTED TO DISCLOSE OR SO USE ANY INFORMATION CONTAINED THEREIN. ALL RIGHTS RESERVED. ANY ACT IN VIOLATION OF APPLICABLE LAW MAY RESULT IN CIVIL AND CRIMINAL PENALTIES. 2 SDNY_GLIVOZP3131230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261960 EFTA02727727 AMENDMENT No. 2 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement") executed by the parties on or about December 17, 2007. 1. Definitions/Information for this Amendment Buyer: Air Ghislaine, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: 76TD6167A Amendment No.: 2 2. Preamble to the Amendnent — The parties desire to amend the Agreement for the following purposes: i. To change the Scheduled Presentation Date for the Baseline Helicopter and the Completion Services; and ii. To change the Scheduled Presentation Date Completion Services and Delivery Date Completion Services. 3. Amendment - Sikorsky ant. Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: A. Amend Article 1 of the Agreement as follows: 1.8 Scheduled Presentation Date Baseline Helicopter Delete: June 2009, or earlier as may be practical at Sikorsky's option Add: December 2008, or earlier as may be practical at Sikorsky's option I.C. Scheduled Presentation Date Completion Services Delete: November 2009, or earlier as may be practical at Sikorsky's option Add: September 2009, or earlier as may be practical at Sikorsky's option 1.D. Scheduled Deivery Date Completion Services Delete: November 2009, or earlier as may be practical at Sikorsky's option Add: September 2009, or earlier as may be practical at Sikorsky's option (IVA (MTh lit 'bit"? I t PROWIA a ALTIEMICATOR e...sit f-ca MAN:Su. %I) OT:Diti Iil R￾S1 I S-76 PROGRAMOFFICE !rum SDNYGitkri100232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261961 EFTA02727728 AMENDMENT No. 2 TO S-76 NEW HELICOPTER SALES AGREEMENT 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Chislaine, Inc. BY: a/Luz, A Kg22 Name: 14/ Nner en K Title: Date: Name: Title: Sikorsky Aircraft Corporation City 1 Conctit Vicki t Conat-Ir O1at- CND Acceptance Date: NOW flirt) r 5-76PROGRAMOFFICE Post 2 of 2 SDNY_GL/V0Z1013233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261962 EFTA02727729 0CT-13-2008 MAN 09:20 NI AIRCRAFT SERVICES _ . Oct-Ol-till S FA•t. NO. 7 • II C: F-Itt AMENDMENT No, I TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity •:"Sikoralcy") named below end the Buyer named below in respect of the 5-76 New Helicopter Sales Agreement (the "Acreernent") ewe-cited by the parties on or about December 17, 2007. 1. Definition /14formatIon )br tkft Astundatent Epee: AkGbislain SLtonky Contranbig Endo,: Sikorsky Aircraft Corporation Sikorsky Contract No: 76T-36167A Antattorna No.: 2. Promote to Me Atnetuktent - The parties desire to amend the Agreement for the following purposes: I. To change tte Scheduled Presentation Date for the Beeline Helicopter and the Comptes on Services; and ii. To change Oa Scheduled Presentation Dam Completion Services and Delivery Da t Complethm Services. 3. AJIMMINIOU • Sikorsky amp Buyer, in consideration of the mutual mem:netts contained herein end other good and valuable consideration, the receipt and Sufficiency of winch are hereby arJthowledged. sail intending to be legally bound, do hcrtby agree as follows: A. Amend Article I of the Agreement as follows: 39 SetarlaiedProseaterktl gflnse#nc iteltronter Delete:December ; 008, or earlier as may be practical at Sfinsisky's option Add. June 2009. r earlier as may be praccal at Slkotsky's option SCACCEakiii.I 'Wrath!! Date Coinpktios Xenia% Delete: July 2009, earlier as may be practical at Sikorsky's qption Add: November 409. or earlier a may be practical at Sikorsky's option 1.11.1kleedriged DIliven Dott Compilation Service: Delete:July 2409, •Yr earlier as may be practical at Slkorsky's option Add. November 2000, or earlier n may be pact eel as Sikorsky's option J. 02 OVA -TE ALTIVITICATOR maw. IS% f2T-Diwt11-fr .5fC.:C/.4 3-76 PROGRAM ("MC e raeia SDNY_GLTADIZI1X1234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261963 EFTA02727730 041411001 It:Olge ?tar 0CT-13-2008 NON 09:20 AN AIRCRAFT SERVICES FAX N0.1S :12-111464: P.nston P. 03 Ha AMENDMENT No.1 TO S46 NEW HELICOPTER SALES AGREEMENT 4. Itimffirsation2 Except as modified above, all of the provisions of the Agreement remain the same, and the Apeemaii, as modified heathy, is reaffirmed. IN WITNESS WRENS DF, this Arne:Ammo has be executed by each party's authorized represereative. Air Mathias. lie Sikarsiky Aircraft Corporrtioa By: ' ALA. . Name "b ycc-co"..-1 -1.,J14/ 14., Tide V~t_ Per m: cQK s, Dam %4, Name! Title Inn hti iatairer I Lao Atavisms, DWI _Orb. 14 ,Ico 6 146 PAOGIUM On= lemminw SDNY_Glifetin00235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261964 EFTA02727731 12/1412e07 15:19 CWA DATt - Mleiria) PROORAAI I Silo PROPOSAL NO S1 Kai VIR￾mi nitVIltATOR 91,;14Siti ty4 S-76C4+ NEW HELICOPTER SALES AGREEMENT THIS S-76C-Ft• NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, is made by and bet's= the Sikorsky Col:Owing Entity ("Sikorsky") named below and the Buyer named below. 1. PEFINI77OBIS/INFORMATONFOBjfiLSAGUSEMAVT Bun: Air Ghislalne, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: S76TD6167A Deluxe Executive One Helicopter Quantity B. Schedakd Presentation December 2008, or earlier as may be practical at seller's Date Baseline Helicopter: option C Scheduled Presentation Date Completion Services: D. Scheduled Delivery Date COMplaOll Service: E. Baseline Helicopter Unit Price: F. Completion Sento Unit Price: G. Deluxe Executive Helicopter Unit Price: H. Total Contract Price: I. Payments: 2. Advance Payment 3. Baseline Helicopter Final Payment 4. Completion Services Interim Payment:: S. Completion Services Final Payment: July 2009, or earlier as may be practical at seller's option July 2009, or earlier as may be practical at seller's option USS USS USS USS 8,600,000 3,050,000 11,650,000 11,650,000 USS 2,330,000 (20% of Total Contract) US$6,1380,000 (80% of the Baseline Helicopter Unit Price) USS1,220,000 (40% of the Helicopter Completion Services Unit Price) HSSI,220,000 (40% of the Helicopter Completion Services Unit Price) Pee I of I2 — S0NY:6181/02XASKft3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261965 EFTA02727732 12/14/2087 15:19 -s PACE B2 S-76C-H- NEW HELICOPTER SALES AGREEMENT Buyer's Contact for Technical Issues: Mr. Laity Visoski Jet Aviation 3800 Southern Boulevard Suite 204. West Palm Bach Ft. 33406 Buyer's Addrers for Invoices •end Danvn K. Indyke Legal Notices: The Villard House 457 Madison Avenue rk New York 10022 Designated Completion COM T Keystone Helicopter Corporation Ti. DESCR,P770N OF SALE 1. Sate - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C1*) and equipped with the items of additional equipment speciftsd in Exhibit A, Part I (the "Helicopter"). In addition, Sikorsky shall sell and poi= the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Pan 2 as past of the Completion Services, 2. Presentafion of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky dnignated facility io Connecticut (the "Designated Facility") on the Scheduled Presentatioa Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be aecestsaty. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been nunufactued in accordance with the specifications of this Agreement and that the Helicopter has no damage, amosion or other defects. 3. Acceptance and Tide Transfer - After presentation of the Helicopter, Buyer shall evidence Its acceptance of the Helicopter by executing a C.ettificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and pitman of the Baseline Helicopter Final Payment pursuant to Section ll1.1.b., Sikorsky shall transfer title to Buyer ot the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAk Certificate of Airworthiness, a Bill of Sale and a Warranty Po 3 nett Y SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261966 EFTA02727733 12/14/2007 15:19 PAGE 03 S-76C++ NEW HELICOPTER SALES AGREEMENT Bill of Sale (Exhibit C). Sikorslcy shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to SOcorsky's designated complt ion center (the "Completion Center") via ferry flight. Upon Its arrival at the Comp etion Center, the Helicopter shall be inducted into the facility in order to allow the petformance of the Completion Services. 4. No Prospective Registration orinterert - Prior to the transfer of title as provided in this Agreement, Buyer, 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, reolipt by Sikorsky of all payments due under this Agreement at the time of title transfer of ...be Helicopter to Buyer. Registration of any interest under the Cape Town Treaty in vitiation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer mall immediately upon request of Sikorsky end at Buyer's expense, take all required acthm to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. RIM of Loss — Sikorsky shill have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. in the event that the Helicopter is damaged cr• the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to reptir such damage or restore such functionality to as good condition as new. Buyer ewes that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the went the Helicopter is lost or dESITOYOCI or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available 3-76 C4-I: Helicopter in Sikorsky's production sequence (the "Replacement Helicopter) on the same tams and conditions as set forth in this Agreement, (however S korsky roans the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement, Buyer shall notify Sikorsky of t decision within fifteen (15) days of recipe by Buyer of written notice from Sikorsky of the loss or destruction of or damage befond economic repair to the Helicopter, which notice shall include the projected deliver) date of the Replacement Helicopter. 5. Presentation of Corsa:dela, Services for Acceptance — Upon the completion of the Completion Services, the i'iuxc Executive Helicopter shall be presented for technical acceptance of the work rerformed at the Completion Center on the Scheduled 5-76C4-+ hgc to 12 u _ 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261967 EFTA02727734 12/14/2007 15:19 PAS 04 S-76C-H- NEW HELICOPTER SALES AGREEMENT m. Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Dehisce Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Del axe Executive Helicopter, at the Completion Caner during such inspection and presanat on, which flight shall be approximately one (I) how in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter i:1 conditioned upon and subject to Buyer being satisfied that the Completion Services have. been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services — A fler the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Catilicate of Acceptance of the Completion Service (Exhibit C). Thereafter, upon the reaript of the Completion Services Final Payment pursuant to Article 111. I .d. below, Sits salty shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. 7. Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of 9-76 chaster time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group (-AMY). The benefit of tilt se services may be used by Buyer upon reasonable request, subject to AAO's standard hams and conditions of service, and will remain on account with AAO for two years after execution of this Agreement. PRICEIPA "met( nscrialgi 1. Prict/Payment Schedule - Tie Buyer shall pay to Sikorsky the Advance Payment and the progress payments set forth below by wire transfer to Sikorsky, Account No. 57-56685; Routing No. 021000021; $1.1, 1FT Code: CHASUS33 at JP Morgan Chase, New York, NY 10004. a. Advance Payment - in the amount of Two Million Three Hundred Thirty Thousand USD (U 5$2,330,000) being due on the date Buyer signs this Agreement, receipt of which is hereby acknowledged by Sikorsky. This Agreement shall not ccome effective tura such payment is received by Sikorsky. b. Baseline Helicopter Final Payment — in the amount Six Million Eight Hundred Eighty Thousand USD (USS6,1380,000) pa Helicopter is due on the date of Buyer's acceptance of the Helicopter at the Designated Facility. If Buyer does not make itself eyelids' e for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer .)f written notification that the Helicopter is ready for presentation and Neptune. If Buyer's failure to make itself available is P.:44412 5 UNI_66/7510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261968 EFTA02727735 12/14/2007 15:19 PAGE 05 S-76C4-i- NEW HELICOPTER SALES AGREEMENT IV. attributable to causes tilt would be an Excusable Delay as defined in ArticleVII, then, without impairing any of Sikorsky's tights under Article Vi.2, Buyer shall be afforded such time is may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to ciao such br each. c. Completion Services I iterim Payment — in the amount of One Million Two Hundred Twenty Thousand USD (USSI,220,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment — in the amount of One Million Two Hundred Twenty Thousand USD (USS1,220,000) per Helicopter is due oo the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written nothication that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusabl: Delay as defined in ArticleV1.1, then, without impairing any of Sikorsky's tights under Article VI.2, Buyer shall be afforded such time as may be reasonably ttquired to remove such causes. If Buyer's failure to make itself available is attibutable to a material breach on the pert of Sikorsky, Sikorsky shall be affo tied such time as may be reasonably required to cure such breach. CONFIGURATION FINALJZATION I. Finalization Data - The pities acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to ruralize the following portions of the configuration by not later than one hundred fifty (150) days from the Accepts/1:e Date of this Agreement: Aircraft S)stem Specification Interior General Arrangement Audio Pro mai Interior Rendering Board Aircraft Registration Number Exterior Print Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Saorsky may delay the Scheduled Presentation Date(s) and/or Pow 5 ail ualrGlittlatiff249-- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261969 EFTA02727736 INEI 12/14/2037 15:19 PPG= ?G • S-76C++ NEW HELICOPTER SALES AGREEMENT V. VI. increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. 3. Suitability of Configuration - The Buyer is responsible for having ensured that the helicopter configuration, defuse el heretic, meets all the operational requirements of the country of destination/registrat:on as they relate to the wectific intended usage of the Deluxe Executive 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. In the event that Sikorsky cannot achieve apt:anal after reasonable effort, both parties shall be released from any further obligations of this Agreement. WARRANTIES - Sikorsky's v wrtanties and Buyer's remedies arc set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty — The engin manufacturer warranties and Buyer's remedies arc set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine Manufacturer, Turbomma, a warranty extension of one year beyond the standard two years, fora total duration 31 three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turboshafl Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other term and conditions of the engine manufacturer warranty shall remain unchanged. STANDARD TRAY/SAND C ONDITIONS I. Excusable Delays - Buyer acknowledges that the goods called for hereunder ate to be manufactured for Buyer to fulfill this Agreement and that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery when duc to delays of suppliers, ace; of pod 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, tilts, labor disputes, unusually severe weather, or any other cause beyond the reasonable ['antral of Sikorsky. To the extent that such causes actually retard deliveries on the part of Sikorsky, the time for Sikorskys performance shall be extended for as many days beyond the delivery date as an reasonably required to obtain removal of such causes. Thin provision shall not, however, relieve Sikorsky ftvm using reasonable efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed. 2. Inability Or Refusal To Pay • If Buyer is unable or refuses-to make payment to Sikorsky in accordance with any of its obligations to Sikorsky, Sikorsky may, at its option, terminate this Agreement by giving to Buyer written notice of its intention to terminate. Upon such termination, Sikorsky shall be relieved of any further obligations to Buyer and 3-7ICi-r rantofit G SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I970 EFTA02727737 12/14/2007 15:19 S-76C++ NEW HELICOPTERSALES AGREEMENT Buyer shall reimburse Sikorakr for its reasonable termination costs and expenses for labor and material and a rcasonible allowance for profit All sums paid to Sikorsky from whatever sources may be retained by Sikorsky and applied toward any amount owed to Sikorsky. In addition, Sikorsky shall have the right to reduce and setoff against any amounts payable by Sikorsky to Buyer or against Buyer's property in Sikorsky's possession any indebtedness or aher claim which Sikorsky may have against Buyer. The excess, if any, of such sums o"er the total termination amount shall be returned to the Buyer by Sikorsky. 3. Taxes - In addition to the Total Contract Price, the Buyer shall be responsible for payment of any and all taxes, tariffs, customs or duties (including but not limited to any sales and use tax, gross receipt: tax, license, or fee, but not including Sikorsky's income taxes) ("Taxes"), which may be imposed by any taxing authority arising from this Agreement. If Sikorsky is held responsible by any taxing authority for collection or payment, either on its own beta ,If or that of the Buyer, Buyer shall pay all such Taxes to Sikorsky upon receipt by Buyer from Sikorsky of its bill therefor. If any of the trans covered trotter this Agreement are exempt Of excluded from taxation, Buyer shall provide pertinent exemption and relate( certificates to Sikorsky at least thirty (30) days prior to the Scheduled Presentation Date of the Helicopter and/or Completion Saviors. Buyer's obligations under this Panty* 3 shall survive delivery heretmder. 4. Limitation Of Liability - With respect to any Helicopter/Deluxe Executive Helicopter, part or service purchased uncle. this Agreement and alleged to be the direct or indirect cause of any loss or damage tc the Buyer, the sum equal to the invoiced price of such Helicopter/Deluxe Exocutivc Helicopter, pan or service shall be the ceiling limit on Sikorsky's or any of its affiliate's liability whether founded in contract or tort (including negligence, strict tort liability or breach of warranty). arising out of or resulting from (i) this Agreement or the performince or breach thereof, or (ii) the design, manufacture, delivery, sale, repair, replacement, or any use of such Helicopter/Deluxe Executive Helicopter, or (iii) the furnishing of any such service. In no event shall Sikorsky or any of its affiliates have any liability for any incidental or consequential damages. 5. Amignment/Consbuctionilltrget - This Agreement shall inure to the benefit of and be binding upon the successors :rod assigns of the parties hereto, but it may not be voluntarily assigned, wholly or in part, by either party hereto without the prior wrinen consent of the other party; provided however that either party shall have the right to assign this Agreement to its con trolled subsidiary or affiliate who shall remain primarily liable for the obligations of the assigning patty. This Agreement shall be interpreted in accordance with the plain Englit h meaning of its terms, and the construction thereof shall be governed by the laws of the State of New York, United States of America. The parties further agree to submit to the jurisdiction of both the state and federal courts of New York. The terms and conditions contained in this Agreement constitute the entire agreement between the parties hereto and shall supersede all previous communications, representations or agreancnes, either oral or written, between the parties hereto with respect to the subject matter I errof, and no agreement or understanding varying or S-76Ctt Past 7 of lr soNviailivutea324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 97 I EFTA02727738 12/14/2E1B7 15:19 "*. S-76C-I-1- NEW HELICOPTER SALES AGREEMENT extending the same will be binding upon either party hereto unless in writing, signed by a duly authorized officer or rep:Emanative thcroof. 6. Notices - All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices shall be given by hand delivery, registered mail or facsimile transmission and, if to the Buyer, shall be addressed as indicated in Article 1; and if to Sikorsky, shall be addressed to Sikorsky Aircraft Corporation, 6900 Main Streit, P. O. Box 9729, Stratford, Connecticut 06615.9129, U.S.A., Attention: Vice President - General Counsel (203) 386-6646. The effective date of each such notice shall be the late it is received. 7. Non Dbcdosure-With exception for the existence of this Agreement, the parties hereby agree that neither party shall it sclosc to any third party the contents of this Agreement without the prior written approval of the other party other than each party's officers, directors, employees, agents or professional advisors with a need to know the same, except as may be required in the performance of this Agreement. VII. HELICOPTER RELATED PROVISIONS 1. Type Design and Prodadion Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Trim Certificate HINE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcredr. Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 0:,'FR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter ender Sikorsky's Type Certificate at any facility approved for such manufacture by FAA. 2. Publications - With each °chum Executive Helicopter sold and delivered hereunder, Sikorsky shall ibmish or offer to the Buyer tannin publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, emit all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements %mulls (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM softuare license agreement tarns. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Nip 1(4'12 50NYJJMV°1101.5.63.6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261972 EFTA02727739 12/14/2ell/ 15:19 -z& PAM B9 S-76C++ NEW HELICOPTER SALES AGREEMENT Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Exemtive Helicopter normally available front Sikorsky and aviation subcontractors. 3. Special Right Tests - Flight tist work required for prototyping of any components or system detailed in ParagraphVt1.5 below, functional checkout, or qualification of any additional equipment contacted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. Tie delivery of the Helicopter or the Deluxe Executive Helicopter may be delayed to the extent necessary to accomplish the flight test work objectives without any liability on the pan of Sikorsky for any such delay. In the event the Helicopter or Deluxe Executive Helicopter is destroyed during the period of such flight tests, such destruction arising from any cause whatsoever, Sikorsky shall be tmder no obligation to furnish a substitute Helicopter or Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. 4. Buyer's Changes to Configuration and Additional Equipment - In the event that Buyer desires to change the Helicopter/Deluxe Executive Helicopter configuration and/or obtain additional equipment for the Helicopter/Deluxe Executive Helicopter, the parties must agree to a mutually acceptable amendment to this Agreement reflecting such technical changes and setting forth any changes in the price and/or delivery schedule. For this purpose, the Buyer hereby appoints the Buyer's Contact for Technical lames as set forth in Article I, which person has t uthority to negotiate any such changes with Sikorsky and execute a legally binding Amendment reflecting such technical, price and/or delivery changes. 5. Unqualified Equipment — [If sppiicabk] The following Buyer-specific equipment has not yet been approved for installation on the Deluxe Executive Helicopter by the appropriate regulatory authority: Nornenclatwe None Sw'plici 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 manna to support delivery of the Deluxe Executive Helicopter, the Deluxe Executive Helicopter will be delivered with space and power provisions, as applicable, with the equipment furnished on delivery as loose Pap9.412 SD NY_GW0231XS244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261973 EFTA02727740 12/14/2007 15:19 PAC£ 10 `.J• S-760++ NEW HELICOPTER SALES AGREEMENT equipment. The Buyer will se offered the alternative of having Sikorsky perform necessary tests, without guarent r of results, for an additional price. 6. He/tract" - With each Helioopta sold and delivered hereunder, Sikorsky shall make available to Buyer a one year suoscription to this service. VIII. MINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration. consisting of a Visual Flight Rules ("VFR") transition segment and, as required, en Instrurnan Flight Rules ("IFR") transition segment. Ea:h of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) ;touts of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the 512 segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Efech•ical Training Services - With each Deluxe Executive Helicopter sold and delivered Irreunda, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maim enance training course approximately fifteen (15) days in duration or, at Buyer's option, m 5.76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Etch mechanic must have background experiatec in one or more of the following categoric,: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (I) year practical experience as a rated aircraft mechanic; one (I) year experitnce as an active mechanic on a commercial or military helicopter; or three (3) years tesomal experience as a commercial or military aircraft mechanic. 3. Engine Training Services Wth each Deluxe Executive Helicopter sold and delivered herctmder, Sikorsky shall male available to duce (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration_ 4. Scheduling - Within thirty dart of Buyer's execution of the Agreement, the Buyer shall provide Sikorsky written notio: as to whether the Buyer's personnel or designees are going to attend the S-76 pilot training and/or maintenance/clectrical training courses. Page10412 50,47- GlifVb2105aull SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261974 EFTA02727741 12/14/2Pe7 15:19 PAGE 11 S-7604-4- NEW HELICOPTER SALES AGREEMENT Sikorsky will, if practical, schedule the ground school portion of the pilot training course and the maintenance/electrical nining course so that completion will be accomplished immediately prior to the delivery of the Deluxe Executive Helicopter to Buyer. If the Buyer elects to have three (3) pilots attend the 5-76 pilot training course, both pilots must, un:ess Sikorsky agrees otherwise, attend the course concurrently. Sikorsky shall notify the Buyer as to the location of the training courses. In any event the training services in Paragraphs (I), (2) and (3) above must be scheduled and completed within twelve (12) months of the Helicopter delivery to which such services are allocable, in default of which Buyer shall no longer be entitled to such services. The training services provided in accordance with Paragraphs (1), (2) and (3) above will be conducted in the English language. The Buyer it responsible for all travel and expenses associated with their personnel attending stcb training sessions. The Buyer shall provide all documentation, and personal ir formation on the pilots to be trained, and cooperation for pilot training as requested by Sikorsky to assure compliance with U. S. A. laws and applicable policies and regulations in force at the time of training. 5. Hold Harmless and Indemncication - In consideration of Sikorsky making training services available to the Buyer hereunder, the Buyer, as the Deluxe Executive Helicopter owner whose employees or desgams will be the recipient of such training services, shall secure and protect itself and shall indemnify Sikorsky, FlightSafety International, Inc., their affiliates and their respective directors, officers, ecnployees, service representatives, and agents, from any liability, t him of liability, expense, cause of action, loss or damage whatsoever, whether arising in tort or otherwise, for any injury, including death, to any person or property whatsoever (including the Buyer's Deluxe Executive Helicopter(s)), arising out of or in conjunction with the performance of such training services. 6. Insurance Requirements - Toward effectuating the security, protection and indemnification of Paragraph 5 above, and in addition to Buyet's obligations under such Paragraph 5, Buyer agrees to cry as a minimum on each Deluxe Executive Helicopter purchased under this Agreement the following insurance prior to the commencement of the flight training services prov ded hereunder a. Aircraft Public Liability, Bodily Injury and Property Damage and Passenger Legal Liability Insurance, in:luding Contractual Liability Insurance to cover the liabilities herein assumed by Buyer, with a limit of not less than 550,000,000.00 for a single occurrence. b. Aircraft Hull All Risk loss or Damage insurance covering the Deluxe Executive Helicopter in the amount of the Deluxe Executive Helicopter Unit Price. All of the insurance policies shall be issued by companies satisfactory to Sikorsky, shall be in form and substance rersooably satisfactory to Sikorsky, shall name Sikorsky, FlightSafety International, lee. Ind their respective affiliates as additional insureds, shall contain a provision prohibitinc cancellation except upon at least ten (10) days prior written notice to Sikorsky and FligbtSafety International, Inc., shall contain a complete S-76C•• Pap II of 12 SONY_GIAMBIr SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261975 EFTA02727742 12/14/2007 15:19 NM PACE 12 S-76O++ NEW HELICOPTER SALES AGREEMENT waiver of subrogation by the insurer against Sikorsky, FlightSafety International, Inc., and their respective affiliates, and shall be primary and non-contributory with respect to any insurance tarried by Sikorsky and/or FlightSafety International, Inc. Buyer shall furnish to Sikorsky either certified copies of such policies or certificates evidencing such insurance and waiver. Such curries or certificates shall be presented to Sikorsky thirty (30) days prior to the scheduled commencement of the flight training. 7. Farther Understandings • Sft silky assumes no liability for any expense of the Buyer, including those of Buyer's persmnel, directly or indirectly connected with the furnishing of training services provided for herein or for any expenses for the operation or maintenance of the Buyer's Velma Executive Helicopter(s). The patties expressly understand and agree that the responsibility of Sikorsky in the furnishing of the training services described above is United to the furnishing of such and shall not extend to the results thereof. The patties father understand and agree that in the event Buyer elects not to take all or any portion of the training services provided for herein, no refund or other financial adjustment of the Total Contract Price will be made. IN WITNESS WHEREOF, this Agreement has been executed by each pasty's authorized representative. Mr Cliblaine, By:DdiuMd-t..t 10., Nam: ‘-nctiertn K Title: L eg‘ts.1Ok Date: t‘k.-oi Exhibit A Exhibit B Exhibit C Helicopter Configuration Warranty Acceptance Documents Sikorsio: Aircraft Corporation Name: Vi Corlett -1r Title: mo nett s-, 0_,Pi0 Acceptance Date: I it I/ log 3-76O8-. Agt Ir of IS surn_GLIVuar002111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261976 EFTA02727743 12/14/2007 15:19 Air Ghlslaine DELUYE EXECUTIVE AIRCRAFT PAS 13 ATTACHMENT A HELTCOPTE.R CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement Part 1: BASaRVE AIRCRAFT Features of t to S-76C4-i Aircraft Cafe 0102: Dynamic System - Two Turban wee Ariel 2S2 engines, and a four blade articulated main rotor system with dual co tolls. cockpit —An Integrated Instninent Display System (IIDS), with an easy to upgrade avionics package. There Is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot teats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other- Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Froth-la II: Dual Collins '/HF 22A Comms and VIR 32 Nays, singlo ADF 482 ADF. TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A indicator. Honeywell EFIS/DAFCS: 4-Tulle Honeywell EDZ 756 EFIS with 5" x 6" indicatorti Displaying Airspeed, Attitude and Vertical Speed, Dual Uteri AHRS, Dual Penny and Giles Air Data Computers, DtKil Honeywe I Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. electrical: 28 Volt Electrical System with two 200 Amp Sterter/Generatots, 10 KVA AC Generator, Dual Static Invents, Avionics and EFIS Master Switches. Audit): Dual dB Systems Audic control panels with ICS and VOX plus three maintenance Jacks, one in the cabin and twc• in the baggage compartment This also includes dual 45° pedestal mounted ICS foa we/Aches, three David Clark Headsets, one six-foot waic￾around cord and two 30-foot wale-around cads, Cabin PA/Chime System, and a Passenger Briefing System - FBS 250 Sackup/Safety $.vtems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Imitator and Altimeter, ADI-335D Standby Attitude Indicator with Nevi /Nav2 Select, ELT 406-NFIM w/ Satellite Frequency, Erectile Door Locks - Cabin, Cabin/Cockpit and FD I)CPL Chime/Annundator Weather Rigatecl Systems: VW Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windattelds, and Engine Inlet Ranier Filter $7611)6167A Page I of 6 S0NV_Wialiniutx3Zig SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261977 EFTA02727744 12/14/2'e7 15:19 • PAGE 14 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A PART 2 DELUXE DECUTIVE COMPLETION SERVICES AD. N77ONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Di warty TDR 94D 11037 DUE, 2nd - DIME 42 30081 Cabin ICS 30012 Audio Jacks - Emergency (Stet:laic) 30020 Audio Jacks, Cockpit - Bose 30093 Catlin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Bees and Charger 32024 Satellite Communications Systen, AirCell ST 3100 34053 HavrifiN Swttch for AD! 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS IF w/Go Art and Switch wired to the Collective 38044 LtghtnIng Strike Sensor - LSZ 86C w(LU 8$0 36065 Wx Avoidance Radar - Primus 880, exchanger for Pnmus 44O 36104 GMX-200 Multi Function Display, 3ermln 36105 Je pp View for CMX-200 MFD) 38120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, d Checklists 37011 TCAS I System • CAS 66A 37017 TCAS Control Panel - CP 859 37025 TCAS I TANS! Display, Dual -NA IlD PAINTS & FINISHES 50002 VIP Interior Paint Prep A Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring. Silencer airframe isolated interior wet panel system, high perfonnance airframe mounted secondary womb° package, Ultaleather or Ultresmede interior panel uphastery, ECS ducting, C salsa/cabin divider bulkhead with left hand and right hand siding windows, leather seat uPt'olstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets it), cabin door threshold lighting, membrane switch panels to control cabin systems. tIMed inten3r cabal vnndows, detonative plating in cabin, Clumlnated ordinance signs, emergency/info mations &gnaws, emergency coat signs, cabin and cockpit camet with spare, wood veneethiether/decorative metal details, integral magazine racks on cabin doors, storage cabinet fite ford of raised fuel deck, seat malMenance covers, cabin LON runners, molded teenage cornrairtmont floor liner, Stain Guard Protection, Nut Plates fittings for ti Deere Windows and Rernova of unused be down fittings. 63013 Aft Facing Bench - V. Place 63071 Bulkhead Storage Compartment • Crew (AR Facing Bench) 63085 Cabin Coat Hooks, Two 61098 Acoustic Noise Reduction - Bay Ilianket XI, Ughhveight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Contrt Is Closet S76TD6i6lA Page 2 of 6 --5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261978 EFTA02727745 dtli .b:19 • PACE 15 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A 76017 Cabin Door Vents, Remove 77034 Single Action Door Release INTERIORS (Continued) AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH a0002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (5-7e;C....) 80086 Maintenance Co-rem - Exterkfr 80050 Vertical Pylon Access Panels, CS N 76-207 53001 Annunciator - "FUEL X-FEEO" OP I 83051 Hydraulic Quick Disconnect Relo:allon 83066 Remove LH Accessory Drive - CS N 76-205 83066 Pulsed Electric Engine Chip Deteztor System, Eaton 11(7707 84051 C4 Environmental System 85001 Annunciator -"Land LT ON" 86002 Annunciator -"Search LT ON￾85012 Gooseneck Map Lights 8.5036 Arttl-Collision Light, Red - f3ottoni 85051 Landing Light LH Main Gear 85081 Recognition Lights - Forward Faring 85063 Logo LIghta 85071 Pulsollght System 85072 Puler) Landing UgMs 85073 Pulse Recognition Lights 56001 Approach Plata Holder, Lighted . Pilot 86002 Approach Plate Hoidor, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Ache d per umcnd 1) 86026 Sun Tint -Windshield 86050 Overhead Lateral Absorber 86062 BiRlar 6P 86054 Track and Balance Accelerometers Installed In Fuel Cell Extension 86060 Rotor Pedals Lube Ktt 87001 Annunciator -"Pitied Heat' On 87002 Annunciator - -1N/S Heat On" 88061 Floats Completion 81061 Single Pilot IFR 90001 Cabin reading light master ON/0 'F switch in the cockpit 90002 Clear Coat Exterior Paint (Over metallic) 90003 Replace exterior faldngfaccess panel hardware with stainless steel hardware 90004 Relocate reading lights frorn can Sr cabin ceiling to above outboard passenger system 90006 ElgM Bose headset Jacks for use with the cabin ICS in the cabin (Custom locations) 90006 Satcorn System to be Installed wthout the cockpit intercom capablilty (rot. coda 32024) 90007 GMX200 display to be installed on the rfght and the M FRD on the left 90009 Audio Input Jack in cabin for Itacit type device. Entertainment audio to be heard In all cabin Bose headsets. No other controls, volume controlled via !Pod device 90010 Audio Input Jack In cockpit for !pal type device. Entertainment audio to be heard in both cockpit Bose headset; only. ho other controls, volume controlled via 'pod devise SRM6I67A Page 3 of 6 SOINE:GlaScbutxpow SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261979 EFTA02727746 12/1“2199 15:19 PACE 16 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A AA tCFLAFT/TESIS (continued) 90012 Boarding steps to be surfaced wt h coarse non-skid 90013 Fwd facing bench seat, 3-4 passe 'ger, Whivide single fold down armrest for right hand passenger. Armrest shall be at ortened from the standard length and Provide %lingo Inside under lid for IPOD/Cell (hone Jacks (reference 90021 & 90009) and holders for customer lungs had IPOD/Cell inane. 90016 Sheep skin throw carpet for cablr floor. 90016 Headset hangars located at ceign a level above all 8 ca bin seats against lorwardtaft bulkheads 90017 Customer Cabin ITTtetiOf glatsdah. Customer Furnished Ltaterlale (Leather, Carpet, Sheepskin, F anal Covering) Custom Upholstery Work 90019 Do not install the 61000 inagszlni, storage in lower cabin doors (Added fxr aimed I) 90020 Custom upholstery/cushion tabrl :ation requiring customer approval Wei Pnr-Peoduellon prototype. 90021 Cell phone Interface Into the cabin ICS system. Connection to be in the fold down ammest of the 9001:1 fwd facing bench sort with ability to select the cell phone connection for any occupant c n the Md facing bench fl at (4) positions. Tied to Weight￾on-Wheels switch to disable Jr -flight use. 576TD6167A Pegs 4 of6 SONY_GIIIIDZOIT280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_90261 980 EFTA02727747 12/14/2007 15:19 • PAGE 17 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A ANNEX 1 COOS OPlio•Nasm PM NOMENCLATURE QTY 0102 Standard Aircreft 250-2 ACCA Bart Sir 2 33776.52596-041 Cana Any i 33776-57574-042 Doct Any. 1 33776-575744)45 Ceiling Panel Any 1 33776-64732-104 Ballast IS 76500-00701-041 Plate Any 1 3377644732.103 Retainer 3 Door Seals 4 07025 Delete PBS 251 Passages Briefing System ➢BS-250 I 11002 (RM) Radio Timing Units 622-6521-015 NAV Control Had (CIL 32) 2 672-6520-007 COMM Control Had (CTL 92) 2 622-6521-203 Tnaponds Costa Had (CTL 92) i 622-6572-007 ADF Carnal Had 1 33776-44352-045 Mounting Plates 3 L 11028 Deal Mode S XPNDR :TDR 94 622-1270-001 TOR-90 Transponder RT i 622-5211-003 MR40 Tray I 622-6590-002 CAD 62 Adapter 1 653-9015-001 CAD 62 Adapts Tray I 6224323-203 Transponder Control Head 1 34011 Vert al Cord for Standby Compass MS17933-4 Standby Compass 1 36065 Prima 610 Weather Radar 7021450-401 WU440 TRA 36120 Honeywell Math Fontaine Radar Display (eFRO) 80-5214-2-2 Radar Only Display I 84051 C4 larkoniesnal Snail SS49TA824-41116V Raynor 1 1295R0-2 Duct Tee 1 129632-1 Street 1 3166037-I Tee Any 1 3166037-4 yee I 3214102-2 Pressure Transducer I 33776-54210-041 Suppmssor 1 S76TD6167A Page 5 of 6 SDN y_Gtintalftell2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261981 EFTA02727748 12/14/2007 15:19 • PAGE 18 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A COOL Option Name P/N _NOMENCLATURE QTY 76306-07004-578 Tube Any I i 7630647004-0S0 Tube 3 76307-03006-047 Tube 1 7630743006-071 Tube I 76307-03006-072 Tube 1 76450-01042-041 Panel Any 1 76500-07075-042 Adapter Any 2 76500-07901.103 Blow I 76500-07905-103 Suppresaar 1 _ 76306-07004-057 Tube Any 1 76306-07004-068 Tube Any i 76307-03006-049 Tube AssY 1 76307.03006-082 Tube Any 1 76307.03006.063 Tuba Any i 76307-03006-084 Tube Any 1 76100-07054-043 Duct Assy i 76500-07068042 Adapter Any 1 76500-07900-104 Valve I 76500-07068-102 Adapter 1 76212-03004.044 Heat Duct Any t 7621243004443 Hat Pknum t 76212-01016-101 Cockpit Defrost Duct I 76212-03005.101 Cocacplt Defrost Duct t 76212-03004-051 Duct Assy. Upper 11K I 76212-03004-042 Duct Any 1 76212-03034441 Duct Any 1 76500.07512-042 Assy 1 33776-64058-041 Switch Box Any, LH 1 1482-03 L14 NACA Duct Valve Amy I 1432-04 RH NACA Duct Valve Any I 76207.01136-101 Panel 4 1613-01 Vast Panel Assy I 1613-02 Van Panel Any 1 82405 Diffuser 4 85012 Goosanck Map Lights (U) 15-0007-127 Grimes Utility Lights ' S76TD6167A Page 6 or 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261982 EFTA02727749 12/14/2007 15:19 • PAGE 19 5-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B 1. WARRANTY Sikorsky warrants to Buyer that each new helicopter sold by it, the parts and accessories installed thereon (except for the engines and engine accessories that are covered by the engine manufacturer's severest warranty, as well as Buyer supplied equipment), and new spate parts shall be free fins defects in material and woricrnanship under normal use and service for the periods outlined below. Normal Use and Service shall mean the operation and maintenance of he Helicopter, sub-asacmblies, and parts in accordance with Supplier's Flight, Mainten trice, or Overhaul Manuals end Operating hutructions. 2. DURATION CATEGORY PERIOD OF COVERAGE New Aircraft 3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first New Sport Parts & GSE (if atoneable) I year from date of shipment from Sikorsky 3. SIKORSKY OBLIGAT1I3NS A. REPAIR/REPLACEMENT Sikorsky shall be obligated under this warranty to the repair or replacement of the defective item with a new, oN erbauled or serviceable replacement item during the applicable term of the wammty The decision to repair or replace the defective item is solely at the discretion of Sikor Icy exercised with reasonable CSC. Replacement parts that are WC limited shall have hourly, calendar or cycle lives remaining equal or greater that the hourly, calendar or cycle lives remaining of the parts being replaced (whIchev a is applicable, and if more than one is aPplicable, whichever is greater), unless otherwise agreed by the parties. If Helicopter Support, Inc (HSI) does not have a pen whose life is equal to or less than the one removed, HSI shall contact Buyer and i: would be the Buyer's option whether to accept an exchange or to arrange for a loaner while Buyer's is being repaired. S76TD6167A Pap I of S _ MYLOCX1654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261983 EFTA02727750 12/14/2087 15:19 • PAGE 28 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B B. LABOR Sikorsky will cover Labor associated with the direct repair of a warranted item. Labor associated with troubleshooting. gaining access to, the removing and reinstalling a warranted item, or testing of the repaired or replaced item is not covered under this warranty. 4. BUYER'S OBLIGATIONS A. The Buyer must notify Sikorsky in writing of any defect occurring within the warranty period, within si cry (60) days after its discovery. Such notification will be accomplished by call dieting a Sikorsky RSA (Return to Sikorsky Aircraft, SA Form 7859 end submitting it either via telefax or email. B. If Sikorsky elects to replace or exchange rather than repair and return the warranted item the Buyer must return the defective part reasonably requested to Sikorsky or its designate) repair facility within 30 days (domestic) or 60 days (international) of receipt of a replacement/ exchange item, if so requested by Sikorsky. Any defective item that is replaced or exchanged by Sikorsky shall automatically become the property of Sikorsky. C. If requested by Sikorsky, the Buyer must firmish Sikorsky with copies of pertineot Deluxe Executive Helicopter operational and maintenance records. Such records may include any and all those prepared during the entire warranty period immediately preceding the discovery as well as records of any incident, accident, or unusual evert encountered by the Deluxe Executive Helicopter at any time prior to the discovery of the defect 5. TRANSPORTATION Transportation charges relating to approved warranty claims for the return of defective goods to Sikorsky, tbir reshipment to Buyer, and the risk of loss thereof, up to and including the average cost of Federal Express P1 or equivalent, will be borne by Sikorsky if returned in tocordance with written shipping instructions from Sikorsky. Transportation charges do not include taxes, duties, loans, lease charges, exchange fees, warehousing charges, handling charges, or administrative charges what charged by a party othm than Sikorsky or a Sikorsky subcontractor. Any premium transportation costs stall be borne by the Buyer. 6. WARRANTY ON REPLACEMENT PARTS Parts repaired, replaced. or exchanged (newly manufactured, repaired or overhauled) on a valid warranty claim are warranted for the remainder of the original warranty SI6TDeleTh Pagc2 of 5 SONY_ IMJ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261984 EFTA02727751 17/14/2007 15:19 • PACE 21 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B period associated with the diterepant part removed unless the warranted part is provided with less than thirty di ys of the expiration of the original warranty period, in that instance the parts repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) shall have a warranty that extends for ninety days beyond the original warranty expiration date. 7. EXCLUSIONS This warranty does not apply and Sikorsky shall be relieved of its obligations and liability with respect to any clam n under the Warranty if such claim results from any of the following: A. Deluxe Executive Helicopters which are not maintained, operated or repaired in accordance with the go Leming or applicable provisions of Sikorsky'a, its subcontractors, the FAA or DOT, as applicable, Approved Flight Manual, Maintenance Manual and Service Bulletins, and as each thereof may be amended from time to time by Sikorsky, and/or B. Deluxe Executive Hellen xers which undergo structural modifications, repairs, and/or engine retrofits without the express written approval and technical guidance of Sikorsky, and which are determined to be the cause or a contributing cause of the defect, and/or C. Deluxe Executive Helicopters or parts which have been subject to abuse, misuse, negligence, comb it damage, incident or accident, and/or D. Deluxe Executive Helicopters or parts which have been subject to direct foreign object damage, ingestion of foreign material, or any corrosive or erosive agent, and/or E. Standard consumable am expendable items such as, but not limited to, seals, filters, gaskets, tires, hosts, bulbs, switches, batteries, beatings, brake pads and general hardware, and/or F. Normal wear and tear, hcluding normal wear and tear to exterior paint and interior items such as, but not limited to, seats, sidewall and headliner coverings, woodwork, plating and of ler soft trim appearance items, and/or O. Parts and accessories whc se manufacturer's identification tag has been removed or obliterated or cannot ctherwise be identified as having been installed on the helicopter at delivery, and/or H. Failures that result from external contamination such as contaminated fuel, oil, hydraulic fluids and the like, and/or 5761'f/6167A Page J 616 _ IZIWIJOUtet9b SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 985 EFTA02727752 Damage to the Deluxe Executive Helicopter or other property without limitation. incidental, and ixnuatuattial damages. 'ilt.hlfl.te'ri •• k4 • A t.f . 7 —PAGE .• • ': — • tel.ve:11.147- ... S-76 NEW HELICOPTER SALES AGREEMENT ;, c- 4 !. . .!•• t r e f?"aej` .•A y SIT Costs identified ns coma.crcial .losses, or profits due to loss of use of the aircraft, andfor J. 8. DISCLAIMER A. TITLE Sikorsky warrants to Buyer that it will convey good title to the Helicopter and parts sold hereunder. Sikor dry's liability and Buyer's remedy under this warranty are limited to the removal cf any title defect or at the election of Sikorsky to the replacement of the Deluxe Executive Helicopter or parts thereof which arc defective in title; provided, however, that the right and remedies of the parties with respect to patent infringement shall be limited to the provisions of Paragraph BB below. B. PATENT INFRINGEMENT Sikorsky shall conduct, at it t own expense, the entire defense of any claim, suit or action alleging that, without funkier combination, the use or resale by Buyer or any subsequent purchaser or use: of any Deluxe Executive Helicopter or part delivered hereunder directly infringes any United States patent, but only on the conditions that (A) Sikorsky receives prompt written notice of such suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Buyer and defendant for such defense; (B) said Deluxe I:xecutive Helicopter or pert is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by de Deluxe Executive Helicopta(s) is recommended in writing by Sikorsky; and (C) the suit, or action is brought against Buyer or one exprearly indemnified by Buyer. Provided all of the foregoing conditions have been met. Sikorsky shall, a. its own expense, either settle said suit, or action or shall pay all damages, an), if the use or rasale of such Deluxe Executive Helicopter or part is finally enjoined, Sikorsky shall, at Sikorskys option: (i) procure for defendant the right to use or resell the Deluxe Executive Helicopter or part, (ii) replace them with an equivalent non-infringing Helicopter or pan. (iii) modify them so they become non-infringing but equivalent, or (iv) remove them and refund the purchat price (less a reasonable allowance for use, damage, and obsolescence). if a suit, or action is based on a design or specification furnished by Buyer, or on the performance of a proems not recommended in writing by Sikorsky, or on the S767D6167A Page 4 of 5 soNy_Gaits.ronotsau SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261986 EFTA02727753 ka I . • " : :12/14/2007 '15 :. t l., .'• :t. A CA,.',',$V..1 4gtiVirtki ... .• le.fiTket)taten• :r.A.A .:4:erc,,,,. 0. - ••••• , •,,.A, , .:...::.L:;,..,4-: ..,._-3,..:-,._;.„O4.1D-A.,..••.+3 • vrat .: 144:‘;:ratiasa-4,:-. - inatvie.:4,1fl ''........7:-c .N..t:- .t • ."741.; :.3.4fc,Ii7.-vw:Irf•• arc:t1Q:C.4A6 ;,..: 1.-., , 1,;`,ZI1:1 - 4 •:•;• ,e.,":-.•:—:•frfrer,cr: A' '. I ' 1:';', .'" 44. 7 1, _ . Iii, i u•1 .4-rs -Tay 4:rscavirsr A 4 9 9 9 : ,....4,...x.,,,-, .";i1.17 -"It.1."sr '''TCat-.::;,-'.er sha/l indemnify arida* Si kasky:barmlias dicithan: C. EXCLUSIVE WARRANTIES di REMEDIES THE FOREGOING WAFRANTIFS ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED TN LIEU OF () ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE . AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM IIKORSKTS OR ANY OF ITS AFFILIATE'S NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PRDVIDED HEREIN TO THE EXCLUSION OF ANY OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SfKORSKY OR ANY OF ITS AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SIKORSKY OR SUCH AFFILIATES. -r• ' ' r- Vit'fsr;‘ Vi t.S.',r:l.li 0 - - rt., .54 wo rLiPt tr. svFse • -,;.-.4y .14144t....n" 1 '•''vt".4.; :•-!.."•:-- t. : .....i1S)4(..?;lit??...14::spu A `. it:: ' v., A:cif,: 6::. •-• $5••••••• -re • ;••• • .1.-;t• ,t ,. .4- ...!.,,,:, •to • -.4.0% ; • i: t)': . - •tr .._ N r. t..• .... . A , i „f..ckt v-,,,-94O,1.1: _ L, 'Ni4,.34 ,iF.J. 441 “..: „44.,;•.: .PAGE411,2)3;p42, c...' w.. 9. GENERAL A. This warranty may not be assigned or otherwise translated to any other party without the advance, writtm consent of Sikorsky, such consent shall not to be unreasonably withheld. B. Warranties covering the engines and engine accessories installed on the Deluxe Executive Helicopter we made separately to the Buyer by the engine manufacturer. All warrauty claims pertaining to those items must be made directly to the mantrfaetunr in question, provided that Sikorsky, as a matter of accommodation, will process the claim on behalf of the Buyer to the appropriate manttfactwer if so requested. S7611:06167A Page 5 of S NY_GLMD2RX52,58 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF'T'A 00261987 EFTA02727754 Y. v71, .‘ 255/xtef,,, S-76 NEW HELICOPTER SALES AGREEMENT E*IITHIT C H ACC KnsÀ.N( :t; oôçusry,mrs meth Helicopter Inspection and Acceptance Certificate Pursuant to the S-76 New Helieo xer Saks Agreement Numb« dated between Sikorsky Ain:raft Corporation and Inspection - hereby acknowledges dim he has thoroughly inspected the helicopter described below and has fond It to be acceptable and in tcoordarice with the rogue-teams of the tbove refkreneed Agreement; and Acceptance- hereby accepts delivery and title of the hclkopta described below in on die day of at m. hours local time. Aircraft DescripUon — Sikorsky S-76C with Ti rbomeca Arriel 2S2 Engines (commonly refined to at S-76C++ Serial Number Etiolation Number Engine Numbers IN WITNESS WHEREOF, .he caused this Certificate to be executed this dry of Customer Marne Signatory Name Title: S76TD6167A Page I of 3 rçieZtetteweeir-et SDNY_G 21513249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261988 EFTA02727755 KNOW ALL MEN BY THESE PRESENTS: t L:cc . ... • .. •. THAT SIKORSKY AIRCRAFT CORI ORATION ("Sikorsky"), Is the lawful Owner of the lepl beneficial Otto to the following tangible p nonce) PCOPertY• that curtain Sikorsky S-76C++ helicopter, manufectures serial number 760 and United States registration number , together with two (2) two Bann= &del 2S2 angina bearing mender-Ores said numbers and , as more tiny described in Exhibit A to that attain S760m- New Helicopter Sales filitrecrocof (manta ) by and between Bo eer (as defined below)and SW.orsky timed es of the day of „, 200_ as amended and assigned to (the "Helicopter") t and all documents end records editing or manned to be maintained with aspect to the Helicopter, including, withoUt limitation, all flight manuals, maintenance manuals, engine log books, airframe log book, weight and balance data, flight records, maintenance records, airframe and einaoft component wawarma, engines warnmSett avionics warranties, end any and all alba records related to the Helicopter (the "Helicopter Douseneara"). THAT. for good end vehable consider stion of the sum of One and 00/100 dollars ($1.00), receipt and adequacy of which le hereby adenowkdecd. Sikorsky does is of the date provided below, goon, convey, mender, deliver and xi over all right title end interest in and to the Helicopter rid the Helicopter Documents unto ("Buyer). end unto Buyer's successors and assigns forever. THAT, Sikorsky hereby reptant, that that is hereby conveyed to Buyer on the date hereof, all kgal, beneficial, record, good_ equitable, tedualve, and marketable tido to the Helicopter and the Helicopter Dogmata he end clew of any and al.' mortgages, lions, claims, encumbrances and rights of ether, and Sikorsky will cent end defend such tit lc forever against all claims end demands whatsoever. IN WITNESS WHEREOF, Sikorsky has awed this Imminent to be executed and delivered by Its duly authorized signatory a of this day of 200 . SIKORSKY AIRCRAFT CORPORATION Signature: Print: Title. 376TD6167A page 2 of) SDNY_GLM5103280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261989 EFTA02727756 • • : 'r::,i'dir.-S:li3I/14-ZrIraifit:Ins :ir ays W'Sgfea • • S-76 NEW HELICOPTER SALES AGREEMENT EX,HIBYi' C Certificate of Acceptance of the Completion Services PursuaM to the S.:16 New Ifcliouptcr Sala Arerrat Number_ .dated betWeal Sikorsky Ali inft Corp maim and laspation - hereby acknowkriges stem he her thoroughly inspected the holicopta dmeribed below tad has found it to be acceptable and in occordence with the tectdrements of to above Won mai Agreement; and Acceptance — hereby accepts del hay of the helicopter deacritmil below on the day of 2007 at m. hours local time. Aircraft Description - Sikorsky S-76C with 1 urbomere Artiel 252 Engines (Commonly known as S-76 ce+) Serial Number Rogistrados Numba Engine Numbees IN WITNESS WHEREOF, . has carted this Certificate to be executed this dry of 200. Customer None Name: SiOTD6 I 67A Par 30'3 , 26 n erivy6.14;z:;.:•,,::,:. SONY_GLIO23O5266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 1x)261990 EFTA02727757 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity (-Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the Agreement") executed by the parties on or about December 17, 2007, as amended. 1. Definitions/information for this Amendment Buyer: Air Ghislaine, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: 76TD6167A Amendment No.: 3 2. Preamble to the Amendment N The parties desire to amend the Agreement for the following purposes: i. To revise the configuration of the Deluxe Executive Helicopter; and ii. As a result of the following changes, to revise the price and scheduled payments under this Agntrnent; and iii. To change the Scheduled Presentation Date Completion Services and the Scheduled Delivery Date Completion Services; and iv. To amend Article V, Standard Terms and Conditions to add Paragraph 8, Late Delivery. 3. Amendment - Sikorsky and Burr, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: i. Paragraphs C, D, F, O, H and 1.5 of Article I are hereby deleted and replaced with the following: C. Scheduled Presentation Date Completion Services D. Scheduled Delivery Date Completion Services December 7, 2009 December 7, 2009 F. Completion Services Unit Price: US$ 3,100,000 5-76 PROGRAM OFFICE l'agc l of $ SD NY_G lelvtaP3262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261991 EFTA02727758 G. Deluxe Executive Helicopter Unit Price: H. Total Contract Price: I. Payments: I. Advance Payment 2. Baseline Helicopter Final Payment 3. Completion Services Interim Payment 5. Completion Services Final Payment: AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT US$ US$ 11,700,000 11,700,000 US$ 2,330,000 US$ 6,880,000 US$ 1,220,000 US$ 1,270,000 ii. Paragraph I.d of Article III is hereby deleted and replaced with the following: d. Completion Services Final Payment N in the amount of One Million Two Hundred Seventy Thousand USD (US$1,270,000) per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in ArticleVI.1, then, without impairing any of Sikorsky's rights under Article VI.2, Buyer shall be afforded such time as may be reasonably requinxl to remove such causes. iii. Modify Exhibit A Part 2 as follows: 5-76 PROGRAM OFFICE 0 of s SDNYG W01100263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261992 EFTA02727759 Add: I Cod.. 35055 80092 85037 85039 185040 90022 90024 90025 10029 90700 90031 90032 90033 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT DescrIpliOn ;11.-m'A;t-= t P - 4. 4 .FMS. Universal LatS•lto•AVAAS F1.1.5)valh LPV Monitor (assumes 1st) Enhanced Door Pint Cal* Arco-CglisietiED LieVited.100 - - Anti-Calton LED Light. I Yd. Bodom LED Poston Lights Customize eedng reading lighte Relocate one reading tam from earn gap b fnitaboard area or the cobra. to beantered canoed ganen9d1 seals. Relocate the reading light switched to the overhead area. adjatai to the reading 'gins Relocate the dome sw.thes on tl1e sands panel as the relocated °ascend Ights. in the outboard position. • ICG smears phone swot wan latlAisol Wit Sent to support Ellackbeny *mat includes cabn handset and Cockpit dialer LED Landing Lights, left aid right with pulse capably LEO Recogritkin Hants.at purse capablity Gotta Goi.-60A )04 weather receiver with Al radio recent cabal:day At Sabo audio oat will be comectedlOciaiihiatliaic OPSMIXO19). Four 110 Volt AC oinets caw. powered by 1000 VA co:swede, hooked thoAC generator. Otegets to Include alp coven. Fens 12 Volt DC autOMOIRc-twe tacks in cabin with covers ikilifY cabal robins( 0:1004 ladle lisharg per customer velem:nee Remove the standard strip of LED tights and replace eel wok 90034 concealed Ight source le;invade a token aumtabon of the handle area 9090038 03. _Cabin ICS system With 8 Ewe headset picas, with Can knew Headsets not correctable to settee° phone. 90037 Conrecton ol audio than the ft VHF radio (COM Hie the cabin ICS drcua withenroll switch in COCklal Cabn Entertainment System with: - 3 Au6o somas. Pod dolt. auxiary Ono audio InpA. and Al Fled° I rem Daman GOI.49A remote Med) • Switch panels (my 4) with Source Select end Cam ban 90039 Audio stays over headsets only. not elabelten9090 _ 90040 ,Redesign Reward cabin &Ahead tO extend lost Man the beelom col the standardnarrow windows 90042 !Custom Cabin I t 90044 CLetorn Catt Headset Melts (Ckontily 8) 90045 Slackening Mat on Boaag Steps LIVRII 90046 HEEDS Bottle Mounts on Cockpit Side Posts (slot to 898 8 703] 90047 I.Imbrella Was as beide ol Baggage Compartment DONAHat ta at Co98) 90048 Custom MI-Facing Bench :Seats Three to FOUf Place. with Shortened Single Center Fold-Dom Padded Arm Rest 90049 Custom Forawd•Facksg Balch Seat. Three to Four Place. with Shortened Single Center Fdd.Down Padded Arm Rest 90050 LEO Log, Licata S-76 PROGRAM OFFICE lac 3 of 5 SD NY_G MVO DOCS284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 9090 I EFTA_00261993 EFTA02727760 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT Delete: Code Description 00061 Cabin CS 30093 Cabin Cal System 32024 35053 Satellite Communications System, AirCell 513100 FMS - universal UNS. IF vriGo Around Switch oared to the Collective 63000 VIP Winos (Cram) 63013 Aft FacinkBench - 314 Place 63085 Cahn Coat Hooks. Two 80090 Vertical Pylon Access Panels, CSN 76-207 83055 Remove LH Accessory Drive - CSN 76-205 85038 Anti-Colision Lon, Red -Bottom 85051 Landiv Light - LH Main Gear 85061 Recognition Lights -Forward Facing '85063 Logo Lips 85071 ...i Pulsebght System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights soma Relocate reading byes from center cabin cal ng to above outboard passenger system L80005 80006 Eight Bose headset jacks for use with the satin CS in the cabin (custom locations) Satcom System to be installed Shout the co:kpl intercom capability (ref. code 32024) 90009 Auto :lout jack in cabin for Ipod type device. Ertertainrnert audio to be heard in al cabin Bose headsets. No other controls, volume controlled via Pod device 90012 Boar* • St • s to Be Surfaced With Coarse Iron-Skid $30013 90015 Fwd facing bench seat, 3.4 passenger, W/vetle single fold dawn armrest for right hand passenger. Armrest shall be shortened from the standard lens, and provide storage inside under lid for POD/Cell phone jacks (reference 90021 & 90009) and holders for cu Sheep stun Brow carpet For cabin floor. 80016 Headset Hangers 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom upholstery Work I-- 90017 Materials Credit for Code 63000 due to Customer Furnsted Interior Matenals 90021 Cel phone interlace irto the cabin CS system Connection to be in the IVO door, armrest d the 90013 hod facing bench seat with select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. lied to Weight-on-Wh iv. The following is added as Paragraph 8 of Article V, Standard Terms and Conditions: 8. Line Delivery — In the event Buyer does not accept the Completion Services by December 15, 2009 due to Buyer not being satisfied that the Completion Services presented on the Completion Services Presentation Date have been satisfactory completed and the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred, pursuant to Paragraph 5 of Article H, Presentation of Completion Services for Acceptance of this Agreement, Sikorsky shall establish for Buyer a spares credit in the amount of $50,000, as liquidated damage for such delay. The spares credit shall be established at a Sikorsky's wholly owned subsidiary Helicopter Support, Inc. and must be used within three (3) years of the Scheduled Presentation Date Completion Services. In the event that any amount of the spares credit has not been used S-76 PROGRAM OFFICE Page 4 of 5 SDNY_GLIVb21O1285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261994 EFTA02727761 AMENDMENT No. 3 TO S-76 NEW HELICOPTER SALES AGREEMENT or otherwise committed by Buyee within such time, the spares credit shall expire and Sikorsky shall have no further obligation to Buyer hereunder. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Ghislaine, Inc. Sikorsky Aircraft Corporation By: By: Name: atrrt Name: Title: Title: Date: Acceptance Date: 5.76 PROGRAM OFFICE Page S of S SDNY_GM1100266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261995 EFTA02727762 Darren K, Intyke (Darren IC Incryke (PLEC 301 E ast 60 Street, Suite 10(8 Wet) `York New Tork10065 To: Chris Shuts From: (Darren Indykf (Date: March 9, 2010 To foltow are 15 pages SDNY_GlitvW3CP3268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261996 EFTA02727763 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of rte Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement Ole "Agreement") executed by the parties on or about December 17, 2007, as amended. I. Definitions /Information for this Amendment Buyer: Shmitka Air, Inc. (formerly known as Air Ghislaine, Inc.) Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: "l6TD6167A Amendment No.: 4 2. Preamble to the Amendment The parties desire to amend the Agreement for the following purposes: i. To acknowledge that Air Ghislaine, Inc. has changed its name to Shmitka Air, Inc., that other than the change in name, the Buyer's legal identity, existence and status has not changed, and that, except as modified by this Amendment, the respective rights and obligations of the parties under the Agreement continue in full force and effect after the name change to the same extent that they existed immediately prior to the name change; ii. To change the Scheduled Presentation Date Completion Services and the Scheduled Delivery Date Completion Services; iii. To provide the Buyer with a credit of 5175,000 toward the purchase of goods and services from Sikorsky's subsidiary, Associated Aircraft Group, Inc. ("AAG"); iv. To revise the configuration of the Deluxe Executive Helicopter; v. To amend Article VI, Standard Terms and Conditions, to revise paragraph 8, Late Delivery. vi. To delete Sikorsky's obligation to provide twenty (20) hours of charter time from AAG as originally set forth in the Agreement; and vii. To reduce the Completion Services Unit Price, Deluxe Executive Helicopter Unit Price, Total Contract Price and Completion Services Final Payment by US$20,000. 3. Amendment - Sikorsky and Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: i. Sikorsky acknowledges that pursuant to a separate letter agreement dated on or around the date of this Amendment 4 to the Agreement, it recognized that Air Ghislaine, Inc. changed 5.76 PROGRAM OFFICE 03109/10 Pars I of5 SDNY_Gi/IVOLOCC368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261997 EFTA02727764 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT its name to Shmitka Air, Inc. and that, except for the change in its name, the Buyer's legal identity, existence and status has not changed as a result of the name change. Accordingly, Sikorsky acknowledges and agrees that, except as modified hereby, the respective rights and obligations of Sikorsky and Buyer or Customer (now known as Shmitka Air, Inc.) continue in full force and effect after the name change to the same extent they existed immediately prior to the name change. ii. Paragraphs C and D of Article 1 of the Agreement are hereby deleted and replaced with the following: C Scheduled Presenteon Date Completion Services March 2010 D. Scheduled Delivery ,)ate Completion Services March 2010 iii. In consideration of the Buyer's acceptance of the revised Scheduled Presentation Date Completion Services and Scheduled Delivery Date Completion Services, Sikorsky agrees to provide Buyer with a credit of USS175,000 (the -Credit") toward the purchase of goods and services offered by Sikorsky's subsidiary, AAG, in the ordinary course of AAG's business. The Credit may be applied to such goods and services offered by AAG, which include, without limitation: (a) charter services for charters of S-76 aircraft out of any location at which AAG offers charter services at AAG's published charter rate, less a discount of ten percent (10%); (b) labor charges at AAG's standard rates for the performance of scheduled and unscheduled maintenance; (c) the provision of spare parts at AAG's standard published prices; and (d) any other services or products offered by AAG from time to time (at the standard rates and prices therefore). If so requested by the Buyer, all or some of the Credit may be applied toward the Buyer's purchase of pilot training services from Flight Safety, Inc. (at the standard rates and terms therefore). The Credit shall be valid for forty-eight (48) months from the date on which Buyer accepts the Completion Services performed on the Helicopter. iv. In consideration of the Buyer's acceptance of the revised Scheduled Presentation Date Completion Services and Scheduled Delivery Date Completion Services, Sikorsky agrees to revise the configuration of the Deluxe Executive Helicopter as provided herein at no additional charge. Accordingly, Exhibit A Part 2 of this Agreement is modified as follows: I .5-76 PROGRAM OFFICE Oil791100.1418.10 Page 2 of S SDNv_GLIV023081289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261998 EFTA02727765 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT Add: Code , , ._ . t 7 -- -c. .. 63010 Aft facing Bench, Three/Four Passenger w/ 3 Under-Seat Storage Drawers 90052 Custom Forward-Facing Bench Seat, Three to Four Place with Single Center Custom Fold￾Down Arm Rest with Custom Storage Compartments 90053 Custom Upholstery Modification to Forward and Aft Seat Benches, as well as Additional Outboard Cushion Styling 90054 Move pilot seat aft slightly 1.5 inches 90031 Connection of audio from the n VHF radio (COM I) to the cabin ICS circuit, with on/off switch in cockpit 90039 Cabin Entertainment System with: —4 Audio sources: iPod dock, auxiliary stereo audio input, XM Radio from Gamin, GDI..-69A (with remote control), and ATC audio from VHF 42, —Audio source selection switch panel and call pilot switch panel, —Audio plays over headsets only, not speakers, Keystone to revise locations of Bose cabin headset hooks as per discussion with customer in Fl. and layouts provided Oct. 29, 09 90057 Registration number changes from N908GM to N722JE, Number will be painted in Sherwin Williams let Glo, Nebula 08452, lettering will be in "plain round" 90056 Three neck cushions for rear bench seat Fabricate cockpit maintenance floor runners to match color of leather on ixickpit door storage compartments Please be advised that option code numbers 90055 and 9056 will be installed on the Buyer's Helicopter at Sikorsky's facility located in Coatesville, Pennsylvania (or at AAG's facility located in Wappingers Falls, NY) on a date and time that is mutually agreed between Sikorsky and Buyer. Buyer also has the option to have Sikorsky replace the fabric behind the Helicopter's rear bench with a mirror (or mirror-like material). If so requested, this replacement and installation will take place at Buyer's next annual inspection for the Helicopter, and will take place at Sikorsky's facility located in Coatesville, Pennsylvania (or at AAG's facility located in Wappingers Falls, NY) on a date and time that is mutually agreed between Sikorsky and Buyer. 546 PROGRAM OFFICE 0.1S434440 Page 3 of SDNY_GLIVIDnange SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1999 EFTA02727766 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT Delete. Code icPe alaililia 90048 Custom Aft-Facing Bench Seat, Three to Four Place, with Shortened Single Center Foil￾Down Padded Aim Rest 90049 Custom Forward Facing Bench Scat, Three to Far Place with shortened Single Center Fold￾Down Padded Aim Rest 90037 Connection of audio from the 111VHF radio (COM 1) to the cabin ICS circuit, with on/off switch in cockpit 90039 Cabin Entertainment System with: - 3 Audio source::: iPod dock, auxiliary stereo audio input, and XM Radio from Garmin ax￾ESA (with remote control) - Switdi panels ( qty 4) with Source Select and Call button - Audio plays over headsets only, not speakers . Paragraph 8 (Late Delivery) of Article VI (Standard Terms and Conditions) of the Agreement, is hereby deleted in its entirety and replaced with the following: 8. Late Delivery - Sikorsky's providing the Buyer with (a) a US$175,000 credit with AAG and other benefits described in Section 3iii of Amendment No. 4 to this Agreement, (b) the revised configuration at no additional charge to the Buyer, and (c) a US$20,000 reduction in the Completion Services Final Payment as described in Sections 3vii and 3viiii of Amendment No. 4 to this Agreement, shall be the: exclusive remedies to the Buyer for the delivery delay under the Agreement. vi. Paragraph 7 (Charter Time) of Article II (Description of Sale) is hereby deleted in its entirety vii. Paragraph F. (Completion Services Unit Price), Paragraph G. (Deluxe Executive Helicopter Unit Price), Paragraph H. (Total Contract Price) and Paragraph 1.5. (Completion Services Final Payment) of Article I (Definitions/1nfonnatioa for this Agreement) are hereby deleted and replaced with the following: F. Completion Services Unit Price: US$3,080,000 C. Deluxe Executive Helicopter Unit Price: US$11,680,000 H. Total Contract Price: US$11,680,000 L Payments: 5. Completion Services Final Payment: USS1,250,000 I S76 PROGRAM OFFICE WWI 0934840 P.tgc 4 of soNy_Ginvonoefam SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262000 EFTA02727767 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT viii. Paragraph 1.d (Completion Services Final Payment) of Article III (Prices/Payment Schedule) is hereby deleted and replaced with the following: d. Completion Services Final Payment — in the amount of One Million Two Hundred Fifty Thousand USE) (US$1,250,000) per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Completion Services Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in Article VI.1, then, without impairing any of Sikorsky's rights under Article V1.2., Buyer shall be afforded such time as may be reasonably required to remove such causes. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Shmitka Air, Inc. Sikorsky Aircraft Corporation BY: ....be An.a.c....14 • By: Name:Tharire" LIC . Name: Title: Presi,ae~.~4' Title: Date: Mtn/Jet r a-Ott) Acceptance Date: 5-76 PROGRAM OFFICE03/09/1003,0M0 Pages ol 5 SDNY_GLIVOn0132Z2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262001 EFTA02727768 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky') named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement") executed by the parties on or about December 17, 2007, as amended. I. Definitions /Information for this Amendment Buyer: :31unitka Air, Inc. (formerly known as Air Ghislaine, Inc.) Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: 761D61 67A Amendment No.: 4 2. Preamble to the Amendment - The parties desire to amend the Agreement for the following purposes: i. To acknowledge that Air Ghislaine, Inc. has changed its name to Shmitka Air, Inc., that other than the change in name, the Buyer's legal identity, existence and status has not changed, and that, except as modified by this Amendment, the respective rights and obligations of the parties under the Agreement continue in full force and effect after the name change to the same extent that they existed immediately prior to the name change; ii. To change the Scheduled Presentation Date Completion Services and the Scheduled Delivery Date Completion Services; iii. To provide the Buyer with a credit of $175,000 toward the purchase of goods and services from Sikorsky's subsidiary, Associated Aircraft Group, Inc. ("AAG"); iv. To revise the configuration of the Deluxe Executive Helicopter; v. To amend Article VI, Standard Terms and Conditions, to revise paragraph 8, Late Delivery. vi. To delete Sikorsky's obligation to provide twenty (20) hours of charter time from AAG as originally set forth in the Agreement; and vii. To reduce the Completiou Services Unit Price, Deluxe Executive Helicopter Unit Price, Total Contract Price and Completion Services Final Payment by US$20,000. 3. Amendment - Sikorsky and Buyer, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, do hereby agree as follows: i. Sikorsky acknowledges that pursuant to a separate letter agreement dated on or around the date of this Amendment 4 to the Agreement, it recognized that Air Ghislaine, Inc. changed 5.76 PROGRAM OFFICE 03/09/10 Page I ors ONY_Gidr/b2108083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262002 EFTA02727769 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT its name to Shmitka Air, Inc. and that, except for the change in its name, the Buyer's legal identity, existence and status has' not changed as a result of the name change. Accordingly, Sikorsky acknowledges aad agrees that, except as modified hereby, the respective rights and obligations of Sikorsky aad Buyer or Customer (now known as Shmitka Air, Inc.) continue in full force and effect a'Aer the name change to the same extent they existed immediately prior to the name change. ii. Paragraphs C and D of Article I of the Agreement are hereby deleted and replaced with the following: C Scheduled Presentation Date Completion Services March 2010 D. Scheduled Delivery Date Completion Services March 2010 iii. In consideration of the Buyer's acceptance of the revised Scheduled Presentation Date Completion Services and Scheduled Delivery Date Completion Services, Sikorsky agrees to provide Buyer with a credit of US$175,000 (the "Credit") toward the purchase of goods and services offered by Sikorsky's subsidiary, AAG, in the ordinary course of AAG's business. The Credit may be applied to such goods and services offered by AAG, which include, without limitation: (a) the rter services for charters of S-76 aircraft out of any location at which AAG offers charter services at AAG's published charter rate, less a discount of ten percent (I0%); (b) labor charges at AAG's standard rates for the performance of scheduled and unscheduled maintenance; (c) the provision of spare parts at AAG's standard published prices; and (d) any other services or products offered by AAG from time to time (at the standard rates and prices therefore). If so requested by the Buyer, all or some of the Credit may be applied toward the Buyer's purchase of pilot training services from Flight Safety, Inc. (at the standard rates and terms therefore). The Credit shall be valid for forty-eight (48) months from the date on which Buyer accepts the Completion Services performed on the Helicopter. iv. In consideration of the Buyer's acceptance of the revised Scheduled Presentation Date Completion Services and Scheduled Delivery Date Completion Services, Sikorsky agrees to revise the configuration of the Deluxe Executive Helicopter as provided herein at no additional charge. Accordingly, Exhibit A Part 2 of this Agreement is modified as follows: 5.76 ?ROCHA110177CE 03ono Par 2 ors SDNv_affb21011814 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262003 EFTA02727770 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT Add: Cod • . (*scriptlo . 6301 Aft Facing Bench, Three/Four Passenger w/ 3 Under-Seat Storage 9005 Custom Forward-Fa:ing Bench Seat, Three to Four Place with Single Center Custom Down Arm Rest with Custom Storage 9005 Custom Upholstery Modification to Forward and Aft Seat Benches, as well as Outboard Cuthion 90054 Move pilot seat aft slightly 1.5 9003 Connection of audio from the #2 VHF radio (COM I) to the cabin ICS circuit, with switch in 9003 Cabin Entenainmen:. System with: —4 Audio sources: iPod dock, auxiliary stereo audio XM Radio from Gannin, GD1,-69A (with remote control), and ATC audio from VHF —Audio source sele:tion switch panel and call pilot switch panel, —Audio plays over only, not speakers, Keystone to revise locations of Bose cabin headset hooks as per with customer in FL. and layouts provided Oct. 29, 9005 Registration numbe changes from N908GM to N722JE, Number will be painted in Williams let Glo, Nebula 08452, lettering will be in "plain 90055 Three neck cushions for rear bench seat 90056 Fabricate cockpit maintenance floor runners to match color of leather on cockpit door storage compartments Please be advised that option code numbers 90055 and 9056 will be installed on the Buyer's Helicopter at Sikorsky's facility located in Coatesville, Pennsylvania (or at AAG's facility located in Wappingers Falls, NY) on a date and time that is mutually agreed between Sikorsky and Buyer. Buyer also has the option to have Sikorsky replace the fabric behind the Helicopter's rear bench with a mirror (or mirrot-like material). If so requested, this replacement and installation will take place at Buyer's next annual inspection for the Helicopter, and will take place at Sikorsky's facility located in Coatesville, Pennsylvania (or at AAG's facility located in Wappingers Falls, Ni) on a date and time that is mutually agreed between Sikorsky and Buyer. 5.76 PROGRAM OFF/C¢ 03/09/m ai SDNY_GIM01O255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262004 EFTA02727771 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT Delete: Code • .. ,.. : . . . • •Belaipti on • 90048 Custom AR-Facing Bench Seat, Three to Four Place, with Shortened Single Center Fold￾Down Padded Arra Rest 90049 Custom Forward-Facing Bench Seat, Three to Four Place with shortened Single Center Fold￾Down Padded An Rest 90037 Connect, on of audio from the #1 VHF radio (COM 1) to the cabin ICS drcult, with orVoff switch In cockpit 90039 Cabin Entertainmqnt System with: • 3 Audio sources: IPod dock, auxiliary stereo audio Input, and XM Radio from Corm n GDL￾69A (with remote control) • Switch panels (qty 4) with Source Select and Call butt on -Audio plays over headsets only, not speakers v. Paragraph 8 (Late Delivery) of Article VI (Standard Terms and Conditions) of the Agreement, is hereby deleted in its entirety and replaced with the following: 8. Late Delivery — Sikorsky's providing the Buyer with (a) a US$175,000 credit with AAG and other benefits described in Section 3iii of Amendment No. 4 to this Agreement, (b) the revised configuration at no additional charge to the Buyer, and (c) a US$20,000 reduction in the Completion Services Final Payment as described in Sections 3vii and 3viiii of Amendment No. 4 to this Agreement, shall be the exclusive remedies to the Buyer for the delivery delay under the Agreement. vi. Paragraph 7 (Charter Time) of Article II (Description of Sale) is hereby deleted in its entirety vii. Paragraph F. (Completion Services Unit Price), Paragraph G. (Deluxe Executive Helicopter Unit Price), Paragraph H. (Total Contract Price) and Paragraph I.S. (Completion Services Final Payment) of Article I (Definitions/Information for this Agreement) are hereby deleted and replaced with the following: F. Completion Services Unit Price: US$3,080,000 G. Deluxe Executive Helicopter Unit Price: US$11,680,000 H Total Contract Price: US$11,680,000 Payments: • 5. Completion Services Final Payment: US$1,250,000 5-76 PROGRAM OFFICE 03/179/In l'a.ze soNy_GlaV0110‘3286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262005 EFTA02727772 AMENDMENT No. 4 TO S-76 NEW HELICOPTER SALES AGREEMENT viii. Paragraph I.d (Completion Services Final Payment) of Article III (Prices/Payment Schedule) is hereby deleted and replaced with the following: d. Completion Services Final Payment — in the amount of One Million Two Hundred Fifty Thcusand USD (USSI .250,000) Per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Completion Services Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in Article VIA, then, without impairing any of Sikorsky's rights under Article V1.2., Buyer shall be afforded such time as may be reasonably required to remove such causes. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Shmitka Air, Inc. Sikorsky Aircraft Corporation BY: V . — By: Name: \ \Thar( ev% 4C, ging& Name: Title: V i «- Pv e Title: Date: mars, 9, (0 Acceptance Date: .5.76 PROGRAM OFFICE SDNY_GLIV011O32158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262006 EFTA02727773 SHMITKA AIR, INC. Authorized Representative Designation Shmitka Air, Inc., formerly known as Air Ghislaine, Inc., hereby designates Lawrence P. Visoski as its authorized representative for the purpose of accepting delivery and title to the helicopter described below in resper3 of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number S76TD6167A dated December 17, 2007, as amended, regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C++) Serial Number 760750 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Shmitka Air, Inc. has caused this designation to be executed this 1 day of March 2010. Shmii Air, Inc. By • Name: " Nauncr K. s....4.116e￾Title: kfi(.1:-C.-12(te.c. c0-€1.4-E soNy_Gertvonoons SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262007 EFTA02727774 MAR-8-2010 02:32P FROM: SHMITKA AIR, INC. Sikorsky Aircraft Corporation 6900 Main Street Stratford,CT 06615 Ann: Christopher Shurkus March 8, 2010 Subject: Notification of Name Cha]ige Dear Chris, P.1 Please be advised that on or about February 12, 2010, Air Ghislaine, Inc. filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State, changing its name from "Air Ghislaine, Inc." to "Shmitka Air, Inc." Because the Secretary of State was closed on February 11, 2010, when the document was submitted to the corporate service company a request was made for the filing to lie effective on February 11, 2010. In any event, this corporate name change is now effective. The change of the corporate name of Air Ghislaine, Inc. was a change of name only; it did nothing to effect the valid and cxi icing legal identity, existence or status of this corporate entity. It did not in any way change or modify any of the corporate entity's rights or obligations under any existing agreements that the corporate entity entered into prior to the name change, including without limitation, that certain 5-76OI-) New Helicopter Sales Agreement between Assignor and Sikorsky Aircraft Corporation dived on or about December 17, 2007, as amended (the "Sales Agreement"), related to the sale of that certain S-76C+-f helicopter with manufacturer's serial number 760750. Thus, the rights and obligations of this corporate entity under the Sales Agreement remain in MI force and effect after the name change to the same extent that they existed immediately prior to the tame change, with the exception that moving forward any and all agreements, amendments, designations, acceptances, communications or other documents to be addressed to or executed by this corporate entity in connection with the Sales Agreement shall he addressed to or executed by the corporate entity in the name of Shmitka Air, Inc. with the same effect as if they were addressed to or executed in the name of Air Ghislaine, Inc. Sincerely „14.(2tAcc)k / Darren K. Indyke Title: Vice President 1 SDNY_GIzMDd1002b9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00267008 EFTA02727775 MAR-8-2310 02:33P FROM: Acknowledged & Agreed: Sikorsky Aircraft Corporation Name: C R S SinTrOita.C. Title: s ae t o c k y t)r,\ 2 P.2 SDNY_GLMASO3380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262009 EFTA02727776 MAR-09-20I0 TUE 03:45 PM P. 001 CERTIFICATE OF HELICOPTER ACCEPTANCE Pursuant to the S-76C-I-1- New Helicopter Sales Agreement 76TD6167A dated December 17, 2007, as amended, between Sikorsky Aircraft Corporation and Mr ObisMine, Inc. (now known as Shwitka Air, Inc.) Completion Acceptance - Lawrence P. Visoski, for and on behalf of Slunitka Air, Inc. hereby accepts delivery and title of the helicopter described below on the li'Mday of March 2010 at 4'. 30 km. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as S76C++) Serial Number 760550 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Shmi Om Air, Inc., (f/k/a Air Ghlslaine, Inc.), has caused this certificate to be executed this 9 day of March, 2010. Signature: SHMLITKA AIR, C. . • Name: 41,4w2eWee 1A05 Z6. &Pen_./44ir-Us Title: i) rterfe A 0 SDNY_GLIVIDIP30280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262010 EFTA02727777 MAR-09-2010 TUE 03:46 PM P. 003 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford. Connecticut 06615-9129 (203) 386-4000 Sales Apemen 76TD6167A dated December 17,2007 SHIPPED TO: Fly-Away RMS No. 156552C INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SNIPPED PART NO DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION' ENVOICT ANT) ORION rErrisICATION. "wc certify tea this invoice i :, in aIl respects. correct sod mat, both as regards to the price ad to the description of the goods referred to therein, and that the countries of origin or nvanufzeture of the goods are the United States of America a." GREEN AIRCRAFT ACCEPTANCES: RY SIKORSKY OUALITY A estjaNcy. SUPERVISOR BY CUSTOMER: SIKORSKY AIRCRAFT HELICOPTER MODEL S-76C (with Artie! 252 engines (coco) referred to as S7600-1). SERIAL NO.17607544 Wm tion Number N7S0A errIM AS DEFINED ABOVE. IS tilABBY ACCEPTED AT Sikorsky Aircraft Strad( rd, CT USA NAME.: 4/69gOkeAree V SOSe O.OO TITLE: 7),e04.4 54 0440 41e0A) S. DATE: 63-09 - 2 0 to SDNY_GIIM2313121282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026.20 I I EFTA02727778 CERTIFICATE OF HELICOPTER ACCEPTANCE Pursuant to the S-76Ci-i- New Helicopter Sales Agreement 76TD6167A dated December 17, 2007, as amended, between Sikorsky Aircraft Corporation and Air Ghiabine, lac. (now known as Shmitka Air, loc.) Completion Acceptance — Lawrence P. Visoski, for and on behalf of Shmitka Air, Inc. hereby accepts delivery and title of the helicopter described below on the i ejday of March 2010 at &OD rn. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as 576C++) Serial Number 760750 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Shmitka Air, Inc., (f/k/a Air Ghislaine, Inc.), has caused this certificate to be executed this clay of March, 2010. SHMITKA AIR, Signature: Name: phan2eAleg 1-O5 r boo. 'title: rz_L--ci-a g ®PP b.03 SDNY_GLM3210C1203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262012 EFTA02727779 Sikorsky Aircraft Corporation 6900 Main Strcct - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Saks Agreement 76TD6167A dated December 17,:'007 SHIPPED TO: Fly-Away RMS No. 156552C INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. LDESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN US. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATIOtt, -We certify that this invoice is, in all mow, correct and true, both as regards to the price and to the description of the goods referred to therein, and that the counines of alp. or manufacture of the goods are the United Saws of America a GREEN AIRCRAFT ACCEPTANCES: BY SIKORSKY OIIALITY ASI:URANCE: SUPERVISOR BY CUSTOMER: SIKORSKY AIRCRAFT HELICOPTER MODEL S.76C (with Atha 2S2 en raLcommonly : . rt fared to as S76O.4), SERIAL NO. /160751Registration Numba N750A (b1722JE) AS DEFINED ABOVE. IS HER i:BY ACCEPTED AT Sikorsky Aircraft Stratfonl, CT USA • NAME: slAavemee VI sosie Doe, Trim h,eet4 0-P Dil -i2/44,01i 5 DATE: 63-0C? - 2010 SDNY_GIUM223002434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262013 EFTA02727780 Completion Change Directive Sikorsky Commercial Programs (This document is originated by Sikorsky Program Management to direct urgent changes to contracted aircraft completions statement of work in advance of formal PWA flowdown. Keystone Program Management provides acknowledgement of the direction and may define consequential implications, if known) Applicability: S-76 Customer: Air Ghislaine 11 Aircraft Serial Number: 760750 Action Description: Delete 90048 Custom Aft-Facing Bench Seat, Three to Four Place, with Shortened Single Center Fold-Down Padded Arm Rest 90049 Custom Forward-Facing Bench Seat, Three to Four Place with shortened Single Center Fold-Down Padded Arm Rest Add 63010 Aft Facing Bench, Three/Four Pass.mger w/ 3 Under-Seat Storage Drawers 90052 Custom Forward-Facing Bench Seat, Three to Four Place with Single Center Custom Fold-Down Arm Rest with Custom Storage Compartments 90053 Custom Upholstery Modification tc Forward and Aft Seat Benches, as well as Additional Outboard Cushion Styling 90054 Move pilot scat aft slightly 1.5 inches Change In 90037, change "#1 VHF" to "#2 VHF" In 90039, change description to: 90039 Cabin Entertainment System with: —4 Audio sources: iPod dock, auxiliary stcreo audio input, XM Radio from Garvin GDL-69A (with remote control), and ATC audio from VHF #2 —Audio source selection switch panel and call pilot switch panel —Audio plays over headsets only, not speakers Registration number changes from N908OM to N7221E. Number will be painted in Sherwin Williams Jet Glo, Nebula 08452, lettering will be in "plain round" Keystone to revise locations of Bose cabin headset hooks as per discussion with customer in FL and layouts provided Oct. 29, 09 SDNY_GLIVID23CP3285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262014 EFTA02727781 Effectivity: l ilmmediate Action ❑ Calendar Dat Authorized by: Sikorsky Program Manager Date: 10/26/09 Acknowledged by: Date: Keystone Program Manager Implications if known: SDNY_GIN023CP3286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002620 15 EFTA02727782 Completion Change Directive Sikorsky Commercial Programs (This document is originated by Sikorsky Prograrn Management to direct urgent changes to contracted aircraft completions statement of work in advance offormal PWA flowdowq. Keystone Program Management provides acknowledgement of the direction and may define consequential implications, if known) Applicability: S-76 Customer: Air Ghislaine II Aircraft Serial Number: 760750 Action Description: Attached are the add/deletes for the latest amendment. Revised specs will be sent to SGH, amendment will be signed the week of June 22nd. Please move forward with ordering these pans, the customer has accepted a December delivery. Please see the attached for the add/deletes. Effectivity: Immediate Action O Calendar Date Authorized by: C￾Acknowledged by: ikorsky Program Manager Keystone Program Manager Implications if known: Date: 41/1 / 01 Date: SDNY_GLIVIAD:92815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262016 EFTA02727783 APINSIMIAA. ASS IWI ikania l— tiSbt ii [11111 I —FarelF0iirs• NI Caen* a dro a PIPS NA NA 07.00 *22*4 0% I air CAWS AMIE NA NA MICA IOWA, 0% 1.0y an".".. W.INn•••••••.% NA MA 0MM SWAIN 0% I ar 0.0."0 NA NA 07.05 1093433 0% IOy Mal N• w 010501 VACS 0% 100X. NC Unary PAN CNN NA NA 07109 min) 0% %AAA MAAR. NA NA nun iNsat• 0% 14 AN. Tonna NA NA Ala 119003 I% 0.00 $1.40.% NA NA NAO. MOO) 0% >dm PAwe Cm•AA NA NA 'Pa IDA./ 0% I Sy CMOs NA NA 3.400 11•••• 0% 0450 Oen Cr> ICAO Z•01 VA 6 Arra Pews% NA NA YAM '10.04 4% 4 daft Canal ATP% NA NA 0920 121.101 0% ISA —sr AAA*. Ilaush.l. a,euee CA-row...04 NA NA NA I0.21•0 NA 102401 0240. 0% 0% th.v. 0.21.40 IAN% r.boasoca NA NA I0/21011. 1021.0. 0% >ANA NA NA W234.0 101•011 0% DOAN 20 Nteirof• NA NA INIV011 12.100. 0% ten NA NA 11114124 12/100$ 0% Sean INNeltbrr NA INC )90 12.40, 0% 50.n AMAIN. MA NA INNS NAACO 0% >Om Netlemial NA NA AMA* 111140$ 0% NA aro NA NA 1%12.00 111191 0% I di. Or CANN% 4141. .r A% 001.. Rya**. NA NA MAN II/I40.0 0% 0 )m1. ?qas “Ootrctisti at NA NA NA NA Vila 9000 ILIAC* 12/1120 OA 0% 0. 05.. els, me0sflossit NA NA IM000 12/14100 0% 0100. yi . we NA NA VMS WI* 0% IA ANS q rri RTC OTC Nay NA NA NA NA 2/1000 112004 .2,2344 1Y.VA 0% 0% ANN, a0n —71 VINNININg Mk MA IMAM 110.000 0% 2 AD, FiNite NA NA IMAM %PAID 0% ken Vis000105 NA INA 2.7•00 IV2.000 0% 0S AAA SACAA• NAN, M51051511 AA MA 2/2•09 UM*, 0% 2224. Cass Sawn leo NA OA 1400 IMO 0% 1day Cuseamr Agee* MA KA 14//0 //1//0 0% 5 Oar I/ ACP n It I I L. , t_10_._p_IJI_USAJLI, „4"..1, ID six 734..-11 -12 . IS ! is Lil l.. * r : II% a . II . is NA la W4% NA NA 0% MUNI • NA IN. Itoo* NA NA .1.74.00 NA NA NA NA NA NA NA NA. sANo e~ Tie 000 Nmslio• a COSIts 5.• Prect 760760 TOMOS ODA 10210) olio sin Oman CAW Pare* Irak OWNS onaules• 0 0% ora 9=0 111 fl arr *re az taH Ol• r it 0% De0% 0,„ 5• 5•IN•• • Najd Sae" a 6 Si'"* PONS. Svemoy 1 Irma (SS MOSSO un.S -- - - SD N Y_G UW23032861 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262017 EFTA02727784 Shurkus, Christopher R SIK From: Sent: To: Cc: Subject: Fain, Teresa A SGH Tuesday. November 10. 2C09 5:04 PM Shurkus, Christopher R Cawley, Brendan SC H; D'Angelo, Paul SIK; Dioguardi, Cheryl SIK RE: Air Ghislaine Margin reduction Hi Chris: Here is where the financials stand on Air Ghislaine — both Stratford and Coatesville. Air Ghislaine - A/C 750 Stratford Completion LE Revenue COS Margin $ 3,586.19 $ 3,109.89 $ 476.30 Coatesville Completion LE Revenue 2,498.43 COS 2,915.27 Margin (416.83) Total Margin: $ 59.47 Available Management Reserve: $ 47.00 I thought this might be helpful for tomorrow's meeting. I have also forwarded your invite to Brendan Cawley since he is working on the quote. Regards, Terry Terry Fain 576 Program - Financial Control Sikorsky Global Helicopters 110 E. Stewart Huston Drive Coatesville, PA 19320 Original Appointment From: Shurkus, Christopher R SIK Sent: Tuesday, November 10, 2009 1:21 PM To: Dioguardi, Cheryl SIK; D'Angelo, Paul SIK Fain, Teresa A SGH; Shurkus, Christopher R SIK; Cawley, Brendan SGH Subject: Air Ghislaine Margin reduction When: Wednesday, November 11, 2009 1:00 PM-2:00 PM (GMT-05:00) Eastern Time (US & Canada). Where: telecom Importance: High SDNY_GLINDI300289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002620 IR EFTA02727785 V December 2009 e 5 Mr tr °T9 F S Imsiry 2010 S M T W 7 : : t ,: II i i i ili gBi '' , It ,t A ,: ,t, i 11 11 11 19 11g. m Tuesday lunar Friday December I "c, 11 d YYY 14 IS Id 17 1 V . 2, 2i 23 2_ 25 2fi .-. 28 TA 31 ' • ><_ 11/17/2009 11:10AM SONY_GMfill3290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262019 EFTA02727786 January 2010 Wen 2010 I II TN T F IttruIrf 2010 3 4 6 7 I 1 9 I 2 3 4 10 II 5 14 10 II 12 II 14 IS 16 I: I I0 IS 19 20 I? II 19 20 21 22 13 21 22 23 24 25 26 27 24 15 26 27 10 19 30 31 Friday 1, 20111 Sat/Sun January 2 3 19Qttfri r I l0 11 . 12 13 14 IS 16 1,\j •41- 1 ((‘ , , la C(Al t7 10 20 • 21 22 23 24 25 .-20 - • 22 28 29 30 .......----.... e -.. . _ _ 31 SGH !flit./ 11/17/2009 11:10 AM , 4 a .4.-etrenews. SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262020 EFTA02727787 Code Description ADDITIONS 35055 FMS, Universal UNS-1Fw (WAAS FMS) with LPV Monitor (assumes 1st) 80092 Enhanced Door Pins, Cockpit 85037 Anti-Collision LED Light. Red, Top 85039 Anti-Collision LED Light. Red, Bottom 85040 LED Position Lights 90022 Customize ceiling reading lights. Relocate one reading light from each group to the outboard area of the ceiling, to be centered on outboard passenger seats. 90024 Relocale the reading light switches to the overhead area, adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated outboard lights, in the outboard position. 90025 Satellite phone system with WiFi Server to support Blackberry email. Includes cabin handset and cockpit dialer. (Note: there is significant technical and certification risk with the WiFi portion of this installation. If WiFi function has to be abandoned, only the satellite • hone portion will be installed) 90029 LED Landing Lights, left and right, with pulse capability 90030 LED Recognition Lights, with pulse capability 90031 Garmin GDL-69A XM weathei receiver ....let XM radio receive capability. XM radio audio output will be connected to cabin headsets ort• (Ref. Option 90039). 90032 Four 110 Volt AC outlets in cabin, powered by 1000 VA converter hooked to AC generator. Outlets to include flip covers. 90033 Four 12 Volt DC automotive-type jacks in cabin, with covers 90034 Modify cabin interior door handle lighting per customer preference. Remove the standard strip of LED lights and replace with single, concealed light source to provide a uniform illumination of the handle area 90036 Cabin ICS system with 8 Bose headset jacks, with Call function. Headsets not connectable to satellite phone. 90037 Connection of audio from the #1 VHF radio (COM 1) to the cabin ICS cicuit, with on/off switch in cockpit 90039 Cabin Entertainment System with: - 3 Audio sources: iPod dock, auxiliary stereo audio input, and XM Radio from Garmin GDL-69A (with remote control) - Switch panels (qty 4) with Source Select and Call button - Audio plays over headsets only, not speakers 90040 Redesign Forward cabin Bulkhead to extend lower than the bottom of the standard narrow windows 90042 Custom Cabin Interior 90044 Custom Cabin Headset Hooks (Quantity 8) 90045 Shoe-cleaning Mat on Boarding Steps LH/RH 90046 HEEDS Bottle Mounts on Cockpit Side Posts (similar to a/c 698 & 700) 90047 Umbrella Holders on Inside of Baggage Compartment Doors (similar to a/c 698) 90048 Custom Mt-Facing Bench Seat. Three to Four Place. with Shortened Single Center Fold-Down Padded Arm Rest CADocuments and Settings \ 533030\ Local SettingsVremporary Internet Files\ Content.Outlook 0AGOF5O7 Alt Ghislaine Quote SONY_Glet XIX$3292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0026202 I EFTA02727788 Code Description ADDITIONS 90049 Custom Forward-Facing Bench Seat, Three to Four Place, with Shortened Single Center Fold-Down Padded Arm Rest 90050 LED logo Lights 90051 Custom Carpet, Patterned throughout Subtotal Code. - Description • • • i. } i. 4 ...-• ii le IUtill 14 4*±"...; <ts,s'"' 12 4 -i- DELETIONS t !.. fl5-4- It, 4444411.11ffillanaiii 30061 Cabin ICS ',AAA* Cabin Call System 32024 Satellite Communications System, AirCell ST3100 35053 FMS — Universal UNS-1F w/Go Around Switch wired to the Collective 63013 Aft Facing Bench - 3/4 Place 63085 Cabin Coat Hooks, Two 80090 Vertical Pylon Access Panels. CSN 76-207 83055 Remove LH Accessory Drive - CSN 76-205 85036 Anti-Collision Light, Red — Bottom 85051 Landing Light — LH Main Gear 85061 Recognition Lights — Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref. code 32024) 90009 Audio input Jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controNed via iPod device 90012 Boarding Steps to Be Surfaced With Coarse Non-Skid CADocuments and SettingsV33030 \ Local SettingsVemporary Internet fIlesWontent.OutlookWAGOFSOAAer Ghislaine Quote sDNY_GiditD06393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262022 EFTA02727789 Code Description ADDITIONS - 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset Hangers 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90021 Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on￾Wheels switch to disable in-flight use C:Wocuments and SettingsV33030 \ Local Settings\Temporary Internet Res Wontent.Outlook \OAG00507 \Air Ghislaine Quote SONYGIOV01300294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262023 EFTA02727790 S-92 I Compietion Option Pricing .09/14101 Sandst Castley C Sliorkut RFQ %IN ell Os emptier ;: 4 2 :011?INII 114 itnhOOCIRO (>044 C.NrOk,mug post_ emgcsetED tAltlt SST, $0011,0 Ifttpoltt kr LED I et Red Dotter WM LEO Potionties T eV , littia 44 leolget MN. Pacc Incurrta Cost TA to is' on [mange :tont, Price to itatnef CoStOmito calm toning lets Retocate Ore rosary Otte nuns eye groupie We ouitioord wee al VW tains 110022 (abs caws, on co./tort nassercei mare !MO. It /4"; 41. 0 " rwtq bon larecneo to me eveiretaa area. ropers le the to•Ong Sri Reiman the dome IWO toto.heo on the in ash." a, the lelocaled echoed 90024 00. the covtesdird Pc Mbizet WAS too 40444 gram &Woos wen OteMeil Swe M I. Neciboory Sit MOW** mien 'land es led gaps o.tior Molt then b ison'tScant lechnicat and coarfteinon risk *eh the VOFI panty. on on instionon if yliFI Function 00011 hole t3P4 Wes La. sea teri wise se￾lagamotpow twat* 499011e Wks nM wratnw reseea, M Au name CaPailat, *M Mho atal, aqlo..i se a* 27*,224 Tin r_ • ke r1 48 Aq iivo. 0-1. 140 14: 4,114, eas 4.019 sai 40,100 rituu iama, al to cater heaaer! est rof "oar ooqW 12ag _ 124 37 —tie thOWli wimp vet AC otilirfo n rat pleased try ?yoked to AC genera:lot Outline to trgrsl IV ;Iva ovtaToprolHaidepcois In caber. on -1 lettairt *MO. Mal 24s904, 414 *572 I 24 92e !Moony coon inn" door mans* pilling per cuolner Fitetefence Reinert* re 4tAndan1 IWO of LEO Nato ant; :replace IWO U101. cOreseMO Sri mass le Nora i tpirfaim •umnaoon at 1 h1 IWO. area i.;abln ICS near en, a Bose headset Jaekt with Coif 900.8 :Laotian hoodoo's tool conoectabse to oilletIne pii-- iberrnecsee a/ woe tom wan 41'1Mato (CON 1) IO exit •LIS EVA CS was sr enice with In cockpit I C10411 Etile sik .3,Awls Pas sock auxiliary 1:1K00 Aud.0 Input ianil Mt Rasa tom Gear Get. -69A Nan fencer Cin bi/lo: panne (S el *eh Source Seto std CO tunes "Noe - Arees *WI *MO headsets as*. Rat opeisont $.a..,' sante ea awns so pi fiend %%sow, _Lot bans, Sow vanoregin bowsaws 1F044 4:Z 51 CM.' C Hoctsin Hooks eity howl t SIr 0, n naps (.1-00? lie7.11., Donn, %b ale Of; Coakait MS Posts (sWairto logo alt 694 a MO) nee Meagre or WWI of Engage 0ornpvtina lOOft Doors Melo ont ism *masa Ansa Serer Set Throe 11: ►our Mike eat ow SIIM1nrt11R, 9carer Fees-Dorn P 640 Ann Rest tOaatilalINIAIrdeSTerdry iamb Seel ?brae to FOY' P4mcs ear $heiftenee Slagle Crerqtre Foti-Doen Padded I?" Rest soon t”Diarto tall ;Cement Cepa Premed o 4$a KIS 67Act,* H L _ att 33tll an l4142 If at712 WS .4 Nat sy2131 gaga, nit 116,71$ $ S102_1_ 7,gai "ATM 114:2411_ att7ggi. 1,40_1 — timm 7.wn 1404 9618,i 2_422 114.11n i Wag 110,fla I Baia= I Oa 14171 _. I tow 41146 f SIAS H (.7 50wirrionti.pnegng try CournlyMconeatic L SOT4valr Weati• • AC 74fP.A, GMi Ott eal-C6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9,10, 15, and 17 SDNY_OLIvtli01296 EETA_002620/4 EFTA02727791 S-92 &N Des reoared Completton Option Pricing Ah' Ghislaine 760750 06/14/01 balsaOuse Reauesteet c, shunt'," ph Code DenrIption Cade bccoapitan 30061 Cath ICS 30(4) (al CS Braun . . . tes cee fir&raila SerAll MI 43 na «ta.erw tet3-1F ordOcoAtoutwi Svelte end Io çoa«tne.- L1 ARPectrojerer e- liair ',Zut. - yen {Cs Col Moula Tai gai Vermée Pen Actes' Para ca Laide Retrrove Ul Acta oory Cern CON71.2O1 Ana-comtat uott Rio - accore btOSI t ondin tel - LM Ur GIN_ iteel Racovnat tela Farwle0 Feebre A5089 Logo Ligies !miel Pogne' &rougit esei2 Putte Lena«, Leu- _ aser) Punit %cotg...6,044S Want Mo rai" SEM tenter cote toling to »Ove gaamtcl OS langer t'erg Er Sot. Pinots mea af use tain cage ....et 6, 1» caban nt star nia, Sao', kirren r of escared embout Se toc xpe 00008 worcom ton"Rr put to39 3293, +wA teettle Lebel Itte 900 OS darce &attardes MO) to be Nad Se cari boss heeeets re, ries amers rosa canulard w r Poo aveu /8.2216 ' MM. $41$ I teste I 39044 Pare Inturred Cor on int u nad Prie. Deletod hem te PIC* To customs( nef rit" PliCt coffirected Pace Incurreel Coat or Piana Items 3 illgen !M'yu le Be Gutticed mie. cairn Non.ske No Inn bletti pat 3-4 oser enger, Meta Irn(N4 bid clown armrest br right Note palan/et &FMI». G. bit thon trot( trom the minaret linge and protide *Sap aie urdu Yd !or iPO4:1Cat paons )sekt "ben Ikatt a NOM ana eednee, eu ,-imffl tan Iwo. tancer taf 6taIM ka. deel >Santon e elte rfar Caturi bwortor munit truirrit lettfeli!4•0 Matenats Cal Sheepsbn. Pans canin, Croton tnzosionf rire :4" phono ente no the car C/0 ç none'. kid dos' ereveij cep 90°13 Ibn Ne/ >Inch tes se Beatty to act the cal phono _necton For any etc topant an guipe 'KIN) ben th 41g ettitIOAS Tlt0 le .ai a g ti à 1 iis Kan' (1; t i62.340 (124.72u, -160001: tri, del kfit,„7 Ste) (1829' (io.fir. no.fs3o s ame ii a."» 4, i,29 i lus f ij it L9-0es/3t) 3 Lis 3 di ft I »Ti 1 =-«- 3 Mn . # !gaz tell° 3 oetas 13 7 VU 13.330-7- lia ('ils elïe.yaa* I5 Pace Tc rutilamer r. @Vise te (30,rj-2) (1!".720) otecapl (l'agio) (60,460) (89,400) (1.010) pj _D19) (e!7!$3)1__ (4-70.e) tit_gel (1oaDj. tip,i ta) q.1t 3)1 18,123) (11.teir @JOB) 17,80(!it 17!le) (15.3781 (15,pe) 4,592 (74 306).1 (24:fli (27.448! r22.411.1 "e7 41 e.117.em_ ilif_OW11 .7.ff 41,781 1,031.114 111,981 , 41%74$ altCoomtPrItesou DY Colatyrionsett0 t1S/aSlIttM Cella ACUe-Aa OMM itne 5-C-09 SDNY_GIGM32:03286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262025 EFTA02727792 SON Y j WUMMIS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EPIA_00252026 EFTA02727793 111 1 1VII!1Hh"i iini li Piwk lfi I I filltPlIf qv; lifig'114‘ oil G fill!! I '8. i i 3 Ili :1114 o I, 1 s ixt ita 4 ii0i111441 1 11 iti • L _ • P., int_ Ott 0 4 3 Zi (0 1.04Iii..-34 .1 014 PA:611/04 I *rt SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 MW_GWITIMMS EFFA_00262027 EFTA02727794 S-92 Completion Option Pricing 05/26009 Customer Air Ghislaine S/N 760750 Date 05/28/09 Prepared: Brendan Cawley Requested: C. Shurkus RFQ Description hltitine Cost Basis Labor Rate Labor Cost Lead Time 90 Install 20 Delhi Impact 7 NRE Rate SIKORSKY GLOBAL HELICOPTERS Price Basis A Price Basis B Escalation 108.16% 100.00% Material Cost Seb-Tebit NM Boat TOTAL Cost Base Price I 5 $ FMS, Universal tJNS-1Fw (WAAS FMS) with LPV 35055 Monitor (assumes 1st) 80092 Enhanced Door Pins. Cockpit 85037 MU-Collision LED Light, Red, Top 86030 Anti-Collision LED Light. Red. Bottom 85040 LED PositionLights 288 14 43 18,464 97.675 i 116,139 898 2,757 2,757 3,206 43 50 1.697 2.595 931 3,688 931 3488 3,454 6.660 Customize ceiling reading lights. Relocate one reading light from each group to the outboard area of the 90022 ceiling, to be centered on outboard passenger seats. 90024 116425 Relocate the reading tight switches to the overnead area, adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated outboard lights. In the outboard oosmon. 1Z-6'satethui phone system with NxtMail WIFI Server to support Blackberry email Includes cabin handset and cockpit dialer (Note. there is significant technical and certification risk with the WIFI portion of this installation. If WiFi function has to be abandoned. only the satellite phone portion will Lie 43 42 2,757 2,693 • 27,993 116.139 2.595 3,888_ 3,688 6,680 145.173 32.43 4.610 4.610 8.324 2.757 120 9,443 12,200 30.686 1 90029 LED Landing Lights, left and right. with pulse capability 90030 LED Recognition Lights, with pulse capability 135 8.655 5,849 393 1V,442 46,727 24 1,539 2,408 Garvin GDL-69A XM weather receiver with XM radio receive capability. XM radio audio output will be 90031 connected to cabin headsets only (Ref. Option 9C039). IFour 110 Volt AC outlets in cabin, powered by 1000 VA Converter hooked to AC generator. Outlets to include 90032 flip covers 90033 Four 12 Volt DC automotive-type jacks in cabin, with covers Modify cabin interior door handle lighting per customer Preference Remove the standard strip of LED lights and replace with single. concealed light source to 90034 provide a uniform illumination of the handle area Cabin ICS system with 8 Bose headset jacks, with Call 90038 function. Headsets not connectable to sateflita phone. 2,308 3,597 66.169 3.947 6295 36.981 7681 60,434 126,603 14.503 5.905 74 189 4,744 3,254 12,053 4.696 513 18,464 11.908 7.996 18.748 601 30,372 16 26.521 80.393 26,521 54% TOTAL Price Margin 145,173 3,243 20% 4,810 20% 4,610 20% 8.324 20% 80.393 54% 275.2241 3.9471 6,580 275.224 8,580 54% 54% 14.503 31.529 5,905 31,529 54% 12,837 54% 1,574 9.572 20,809 3,777 20,526 44.621 2,518 3.119 6.780 1259 31.831 88.782 20,809 54% 44,821 54% 6.780 68.762 54% 54% DADocuments and Settings15330301tocal Settings \Temporary 'n te et Files\utx41\iso Add-Delete 5-14-O9Als SDNY_GLIS9230324299 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262028 EFTA02727795 S-92 Completion Option Pricing Change Acceptance Date - > 05126109 [ SIKORSKY GLOBAL HELICOPTERS Customer Air Ghisla in e TYPE Oftinal Green Delivery Original Final Deliver/ Acki1 Time This Ouote Days siN 160750 12/08108 12115109 Lead Time 90 Escalation Date Prepared: Requested: 05123/09 Brendan Cawley C. Shurkus RFQ 1- 7i-,-, ¶ T Install Deily Impact 20 Price Basis ett l'" - f • , ® ,•,, Cost Basis Labor Rate 7 108.16% Rims MAE Rate it. Price Basis it . 100.00% Code i i Liam Description Norm Labor Cast ] MaIsaal CCM Illub-Iislil Cost NRE Coet i MM. Coot - Oats Price 7010.Pcloe 1 &Ilan* . ADDITTONS . 4 S 4. s ic 90037 Connection of audio from the #1 VHF radio (COM 1) to the cabin ICS droult, with an/off switch in cockpit 25 1,603 248 1,851 60 4,721 6,572 14,287 14,287 54% .130039 Cabin Entertainment System with: - 3 Audio sources: iPod dock, auxiliary stereo audio input. and XM Radio from Garmin GM-69A (with remote control) - Switch panels (city 4) with Source Select and Call button - Audio plays over headsets only, not speakers 82 5257 3,407 8.664 60 4,721 13,385 29,099 29,099 54% 90040 Redesign Forward cabin Bulkhead to extend lower than the bottom of the standard narrow windows - - - - 100 7.869 7,869 17,107 17,107 54% ii0042 Custom Cabin Interior - - 249,420 249,420 - 249,420 542,217 542,217 54% *Kw Custom Cabin Headset Hooks (Quantity 8) 16 1.026 658 1,683 24 1,889- 3,572 7.765 7,785 549E -9_ 0045 90048 Shoe-cleaning Mat on Boarding Steps LH/RH 3 192 294 486 24 1,889 2,375 2,959 2,969 20% HEEDS Bottle Mounts on Coskplt Side Posts (similar to a/c 698 & 700) 32 2.052 320 2,372 - 2,372 2,964 2,964 20% 90047 Umbrella Holders on Inside of Baggage Compartment Odors (similar to a/c 698) 20 1.282 1240 2.522 - Z522 3,153 3,153 20% VUIOMS Custom Aft-Facing Bench Seat, Three to Four Piece. with Shortened Single Center Fold-Down Padded Arm Fitept vii OA bb 30,932 43,90/ 100 7.069 50,956 110,773 110,773 54% 90049 Cullom Fonvenf-Fidng Ranch Seat, Three to Four Place, with Shortened Single Center Fold-Down Padded Arm Rest 96 6,155 36,932 43,087 100 7,869 50,956 110,773 110,773 54% 90050 LED Logo tights 88 5,662 3,156 8,818 - 8,818 19,171 19.171 54% 90051 Custom Carpet. Patterned throughout - - 41,140 41,140 - 41,140 89,435 89.435 54% - . Subtotal 2.038 130,929 594,954 715,se4 - 1--- 1.552 122,127 837,710 1,691,728 1,691,728 aunts Margirt - 5016 trade L Hobos ar !t Labor Cost Material Cost Sub-Total Cost — Description l NRE Cost TOTAL Cost II Base Price ci TOTAL Price Margin DELETIONS 150 I me 30081 Cabin ICS 9,608 2,356 11,964 - 11.984 16.079 a 17.390 31% 30093 Cabin Cali System 221 14,147 8,075 ' 22,822 - 22.822 6,715 a 7.263 -214% 32024 Satellite Communications System, AkCell ST3100 303 19,442 30,176 49.618 - 49,618 43.641 a 47.202 -5% 35(153 *MS — Universal UNS-1Pw/Go Around WWII wired to the Collective 314 20,123 65.449 85,572 - 85,572 87,306 a 94430 9% DADocuments and Siettings1533030 \Locai Settings \Temporary Internet Fires‘Outa row Add,De!ele 5-14-09.xls sotni_otapartmee SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262029 EFTA02727796 S-92 1 Completion Option Pricing Customer r - S/N Date Prepared: !kir Ghistaine '760750 Requested: C. Shurkts RFQ Description 40,274 40.274 837 63013 Aft Facing Bench - 314 Place 63085 Cabin Coat Hooks. Two 80090 Vertical Pylon Access Panels. CSN 70-207 83055 Remove LH Accessory Drive - CSN 76-205 Anti-Collision Light. Red - Bottom 85051 Landing Light -TH Main Gear 85061 RecognitionLights — Forward Facing 85063 85071 65072 Logo Lights Pulselight SyStem Pulse Landing Lights Pulse Recognition tights Relocate reading lights from center cabin ceiling to above outboard Peseenger system 85073 90004 Eight Bose headset jacks for use with the Cabin CS in 90005 the cabin (custom locations) Change Acceptance Date - > 05126109 Original Green Original Final TYPE Delivery Delivery 359 2i 55 4 as 162 27 27 90006 90009 90012 90013 90015 90016 90017 Satcom System to be Installed without the cockpit intercom capablity (ref. code 32024) Audio inputjack in cabin for )pod type device. Entertainment audio to be heard in all cabin Bose l.kfc ott:cr cortm4-, V"7*- czntr,..!!cd device Boarding Steps toBe Surfaced With Coarse Non-Skid Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage Inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPODICeIl phone. Sheep skin throw carpet for cabin floor Headset Hangers Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery work 120 220 273 151 3,526 256 5,712 7,035 1,740 1,740 705 617 5,570 3,006 5.452 5.452 11.022 7.693 9.889 14.104 22.425 513 r— 962 17.830 0:1Documents and Settings1s330301Local Settinds1TemPorarY Internet Flies1OLK411750 Add•Delete 5-14-Axis 5,217 Lead Time Install Deily Impact 961 6.329 11.640 15.934 3.008 11,731 7,192 12,762 38,529 1,475 1.552 22.847 SIKORSKY GLOBAL HELICOPTERS 40,274 837 4.235 11.640 15.934 3.008- 7.192 12,762 22,847 22.173 27.695 a a 108.16% 48.535 762 5.119 1.087 7,656 8.051 10,919 7.520 15,123 23,982 29,955 17% -10% 17% 12% 17% -46% 609E 24% SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 SDNY_GIV33015390 EFTA_00262030 EFTA02727797 S-92 Completion Option Pricing Change Acceptance Date -> mem SIKORSKY GLOBAL Ar —W 6-1,. Bt HELICOPTERS Customer Air Ghislaine TYPE Original Ow" Delivery Original Final Delivery Add, Time This Quote Days S/N 760750 VIP 12/08/08 12/15/09 Lead Time 90 Price Basis Escalation Date 05/28/09 Prepared: lerendan Cawley Requested: C. Shutkus RFQ _ Install Delhi Impact T 20 7 108.10% 41//littOost Basis Price Ra.cis ! mai t l _... Labor Rate NRE Rate 100.00% - Code Description Labor Cast MINN Cost $uli-Totse od NRE Cost TOTAL Cost I Bass Peke TOTAL Moe Mergin ADDITIONS -$ $ $ S. I 74 Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with abetrty to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels 90021 switch to disable In-flight use 414 5.129 4.360 , 9,489 _ - . 9.489 11,195 a 12,108 22% DADocuments and Settings\t33030 \ Local SettIngsWemporary Internet flles\OLK41\750 Add-Delete 5-14-09.xls SDNY_GILI5/03306382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026203 1 EFTA02727798 • a S-76 Customer Completion Option Pricing TYPE Change AcceplanCe Date • 04128/09 SIKORSKY GLOBAL HELICOPTERS Air Ghislaine Original Green Delivery Original Final Delivery Add Time This Quote DayS Quote Final Delivery S/N 760750 VIP 12/08108 /2115109 Lead Time 0 12/15/09 Escalation Dale 04/07/09 Install 0 Price Basis A 2006 Prepared Brendan Cawley Deliv Impact 0 108.16% Requested C. ShurkuS RFO 2009 RP Cost Basis Price Basis B 2009 (ADJ) 64.11 Labor Rale NRE Rate 105.00% 'Code Description Labor Hours LatOf Cost material Cost Sub.Totai Cost NRE Hours NRE Cost TOTAL Cost Base Price TOTAL Price Margin ADDITIONS $ $ 5 5 S $ Escalated 5 % FMS, Unversal ORS I w (WARS FMS) eels LPV 35055 Monikx (assumes 1st) 80092 Enhanced Door Pins. CodiSal 85037 Anti.Conision LEO Light. Red. Top 85039 AnhColasion LED Light. Red. Bottom 85040 LED Position Lights Customize ceding reading tights. Reixale ore reading light from each grow to the °Gabbard area of the Gastric, 90022 to be centered on outboard passenger seats. Relocate the reading light swiches to the overhead area adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated 90024 outboard lights. n the outboard position. ICG salehle phone system with NidMail WiFi Server to support Elackbeny email. Includes cabin handset and cockpit dialer. (Note: there is signiiiisiiktaCbtiGGH tindeuntfieritiOn risk with the WiFi portion of this Installation. If WE( function has to be abandoned. only the satellite 90025 phone portion will be installed) 90029 LED Landing Lights. left end rigs, with pulse capabaly 90030 LED Recognition Lights. with pulse capabdity Germ* GOL•69A XM weather receiver wilh MN radio receive capability. ft redo audio output will be 90031 connected to cabin headsets only (Rel Option 90039). Four 110 Volt AC outlets in cabin, powered by 1000 VA converter hooked to AC generator. Outsets to include flip 90032 (even. Four 12 Volt DC aulidendive-type }mks in eaten. with 90033 covers Modify cabin interior door handle lighting per customer preference. Remove the standard strip of LED lights and replace with single, concealed light source to 90034 provide a unifoml illumination of the handle area 288 18,464 97.675 116.139 116,139 145.173 145.173 20% 14 898 1.697 2.595 2,595 3,243 3.243 20% 43 2,757 931 3.688 3.688 4.610 4.610 20'4 43 2.757 931 3.688 3.688 4.610 4,610 20% 50 3.206 3.454 6860 6.660 8.324 8.324 20% 43 2.757 2.757 120 9.443 12200 26.5211 26.521 54% 42 2,693 2.693 80 6.295 8.988 19.5391 19.539 54% 303 19.442 46.727 66.169 768 60.434 126.603 II 275.224 275.224 54% 24 1.539 2.408 3.947 3.947 8.580 8.580 54% 135 8.655 5,849 14,503 14.503 31 529 31.529 54% 36 2.308 3,597 5,905 5.905 12 837 12837 54% 74 4.744 3.254 7.998 20 1.574 9.572 1 20.809 20809 54% 188 12053 4,696 16.749 as 3.777 20.526 II 44.621 44.621 54% 8 513 88 601 32 2.518 3.11911 6,780 6.780 54% U176_CompieurstOma ta. Acme In Work176075044 Gni:eine 12 DVMEstimaietair Ghistane 750 Chico ids SDNY_GLIV0ZOG303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262032 EFTA02727799 • S-76 Customer Completion Option Pricing TYPE Change Acceptance Dale - 04/28/09 SIKORSKY GLOBAL HELICOPTERS Air Ghislaine Original Green Oellve Original Final Delivery )5001 Time This Quote Days Quote Final Delivery SIN 760750 VIP 12/08/08 12115/09 Lead Time 0 12/15/09 Escalation Date 04/07/09 Install 0 Price Basrs A 2006 Prepared: Brendan Cawley Deliv impact 0 108.16% Requested: C. Shurkus RFQ 2009 RP Cost Basis Price Basis 8 2009 (ADJ) 64.11 Labor Rate NRE Rate 105.00% Cods Description Labor Kos is Lace Cost Material Cost Sub-Touli Coat NRE Hours NRE Cost TOTAL Cost Base Price TOTAL Price Margin ADDITIONS $ .1 5 $ $ 5 $ Escalated 5 % Cabin CS system with 8 Bose headset jacks. with Call 90036 function. Headsets not connectable to satellite phone. Connection of audio from the #1 VHF rack, (COM 1) to 90037 the cabin ICS Gifts& with 0n(0lf switch in OXliprl Cabin Entertainment System with: - 3 Audio sources: iPod dock. auxiliary stereo audio input. and XM Radio from CT/Semi:1 GOL494 (with remote control) Switch panels (qty 4) with Source Select and Call button 90039 Audio plays over headsets only. not speakers Redesign Forward cabin Bulkhead to extend lower than 90040 the bottom of the standard narrow windows 90041 New Custom cabliCuPialMery 90043 Custom Ferrari color exterior metallic pant 90044 Custom Cabin Headset Hooks (Quantity 8) 90045 Shoe cleaning Mal on Boarding Steps LH/RH HEWS Bolds mounts on Cockpit Side Posts (similar to 90046 a/c 698 8 700) Umbrella MOONS on Inside of Baggage Compartment 90047 Doors (similar to a/c 698) Custom Aft-Facing Bench Seal, Three to Four Place. with Shortened Single Center Foal-Dawn Padded fin 90048 Rest Custom Forward-Facing Bench Seal. Three to Four Mace. with Shortened Single Center Fold-Down Padded 90049 Arm Rest 90050 LEO Logo Lights 90051 Custom Carpet Patterned throughout 90052 Custom Carpel, patterned between bench seats only Subtotal Margin 288 18,464 11,908 30,372 25 1.603 248 1,851 42 2,693 3,407 6.100 4 256 34,854 35.110 :-.'. ? 2 C7101SECIPTior -trWF0 50 16 1,026 658 1,683 1 192 175 367 32 2,052 320 2.372 20 1,282 1,240 96 96 as 34 34 6,155 6.155 5.662 2.180 2.522 41608 47,763 41,608 3,156 74,800 47.763 8,818 76,980 2.180 33,000 35.180 2.070 132,681 493,088 16 1,259 31,631 60 4,721 6.572 60 4.721 10,821 700 7.869 42,979 74.800 24 24 1.889 1.889 3.572 2.256 2,372 2,522 100 7,869 55.632 100 7.869 55,632 8.818 76,980 35.180 625.769 1.552 122.127 747,896 68,782 14,287 23,524 93.434 162.609 • 7,765 2.820 2.964 3.153 120.938 120,938 19,171 167.347 76.478 1.496,589 68.762 54% 14.287 54% 23.524 54% 93,434 54% 162,609 54% 7.765 54% 2.820 20% 2,964 20% 3,153 20% 120.938 54% 120.938 19,171 167,347 54% sex 54% 76.478 54% 1,496.589 50% 'Cod* Description 'Labor Hours Lobar COST UTIS_CcersiretrorWaia IA Mcrae, InWs:4176075D Art GMelsne n2 OVIP1Est mate/. CNC, CC 750 Os** xa SWIM COST I Sub-Total NRE Cost II Hours NRE Cost TOTAL Cost I Base Priem TOTAL Pelee I Margin SDNY_GLIV02)30304 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262033 EFTA02727800 S-76 Completion Option Pricing Customer SIN Air Ghislaine 760750 Date 04/07/09 Prepared. Brendan Cawley Remiested C. Shurkus RFQ 2009 RP Cost Basis 64.11 Labor Rate Corm Description Labor Hours Labor Cost Materiel Cost DELETIONS Lead Time Instal Defw Impact 0 0 0 Change Acceptance Date - 78.69 NRE Rate NRE Hours Sub-TOW cost $ 30061 Cabin CS 150 9008 2.356 30093 Cabin Cal System 221 14,147 8.875 32024 Satellite Communications System. AirCel ST3100 303 19.442 30,176 FMS - Universal UNS-1F w/Go Around Switch wired lo 35053 the Coleclive 314 20.123 65.449 63013 Aft Facing Clench - 314 Place 359 22.998 40.274 63085 Cabin Coal Hooks. Two 2 151 686 80090 Vertical Pylon Access Panels. CSN 76-207 55 3026 709 83055 Remove LH Accessory Drive - CSN 76-205 4 256 705 85036 Anti-Collision Light, Red - Bottom 89 5.712 617 85051 Landing Light - LH Maki Gear 110 7.035 4,605 85061 Recognition Lights - Forward Facing 162 1Q364 5570 85063 Logo Lights 98 6,279 3,006 85071 Pulseegift System 98 6.279 5.452 85072 Pulse Landing Lights 27 1,740 5.452 85073 Pulse Recognition Lights 27 1,740 I I.022 Relocate reading Wits from center cabin ceiling to 90004 above onboard passenger system Eight Bose headset jacks for use with the cabin CS in 90005 the cabin (custom locations) 120 7.693 9,889 Satcom System to be installed without the cockpit 90006 intercom capability (ref. code 32024) Audio input jack in cabin for lucid type device. Entertainment audio to be heard in all cabin Bose headsets. No other Controls. volume controlled via Pod 90009 device 20 1.282 679 90012 Boarding Steps to 8e Surfaced With Coarse Non-Skid Fwd facing bench seat, 3-4 passenger, whale single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cel phone jacks (reference 90021 8 90009) and holders for customer 90013 furnished IPOD/Cel PhOne, 220 14,104 22.425 90015 Sheep skin throw carpet for cabin floor. 8 513 962 90016 Headset Hangers 16 1,026 526 V ‘76Comoretione3ate IA AlfClefl M worm760750 Air Glisten, 42 DVIKEstimmeiAir Ornstein* 750 Ouote-ds NRE Cost SIKORSKY GLOBAL HELICOPTERS Price Basis A Price Basis B Escalation 2006 108 16% 2009 (ADJ) 10500% TOTAL Cost Base Price TOTAL Price margin $ Escalated Escalated$ % 11,964 22.822 49618 85.572 63,272 837 4.235 961 6,329 11,640 15,934 9.285 11,731 7.192 12,762 17,582 1,961 36,529 1,475 1,552 11,964 16.078 22.822 6.715 49.618 49641 85,572 87.306 63.272 44.873 837 704 4,235 4,733 961 1,005 6,329 7.078 11,640 7,444 15,934 10,096 9.285 6.952 11,731 13,982 7.192 12,762 22.173 17,582 19,499 1,961 36.529 1.475 1.552 2231 49.465 1,700 1,857 16,078 6,715 43.641 28% -240% -14% 87.306 2% 44.873 -41% 704 19% 4,733 11% 1.005 4% 7.078 11% 7,444 -56% 10096 .58% 6,952 -34% 13,982 16% 22.173 42% 19,499 10% 2,231 12% 49.465 1,700 1,857 SDNY_GIMII013395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 26% 13% 16% EFTA_00262034 EFTA02727801 5-76 Completion Option Pricing Change Accep4ance Oate > 04/28109 SIKORSKY GLOBAL HELICOPTERS Custome• Air Ghislaine TYPE Original Green Delivery Orignal Final Delivery Addl Time This Quote Days Quote Final De'rvery SIN 760750 VIP I 12/08108 12/15/09 Lead Time 0 12/15/09 Escalation Dale 04/07/09 Instal 0 Price Basis A 2006 Prepared: Brendan Cawley Delve Wiped 0 108.16% Requested. C. ShurkuS RFQ 2009 RP Cost Bass Price Basis B 2009 (ADJ) 64.11 Lebo. Rate 78.69 NRE Rate 105.00. Description Labor Hours Labor Cost Material Cost Sub.Total Cost NRE Hours NRE Cost TOTAL Cost Base Price TOTAL Price Margin ADDITIONS $ $ $ Escalated Customer Cabin Intern Matenaks Customer Ftrrished Materials (Leather. Carpet, Sheepskin. Panel COverng) 90017 Custom Upholstery Work 275 17.630 5,217 22,847 22.847 27.695 27.695 te. Cell phone Interlace into the cabin CS system. Connector IC be in the fold down armrest of the 90013 fwd lacing bench seat with ablity to Select the ea phone connection for any occupant on the fwd facing bench seal (4) positions. Tied to Weight-on-Wheets 90021 smith to disable in-night use 80 5,129 4,360 9.489 9.489 11,195 11,195 15. Ul76Conplesociebia IA Mcrae InW*10760750 As' GNUS.* a2 DVIREssmineSAir Cheek* 750 Ouols-ds SDNY_GILIVOZ600306 4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262035 EFTA02727802 5.4 COMpletiOri Option qckgp Sift rTwaw Cad At0404•0•44 Alf Glidelakie 02 41••••••••• ire...rm. 00.0 lim ey Oa 404 Cissuetuleater MHO too1040 PO line Y.040010 tab Sem 4*•••••• epwaaMaw /Oa 1•10.440 141000 1•04•4044. 1044441 ON 0044444 Mil CM 404104 •0001010 I I 4 4 004 Jaw 400 emerniegapoll 4,044041.000.404 le 4a WM ttel al KC." 'yr* 1040 400 00 fa 11•40 . 4 '.;"• • 4".0 4 Ces ra.., Yd. gaga •41 Coos gala Cy.nqu O 004 004 Val 0 .Al Siam 1901 00 0444.04 Ida 400 4044044 040 Salk ODftt, 014••• a WRNS Oa.", 4...•Y •41_ IWO MS 0 4.40 )01.1 1004 04. now in 44444.0.000 44. 40 0 4 ISO Ma amt 44004,4 40.4 4004 02 44046, "" .,• 4‘ ,• ••na•••...." 01 .a.savg n Ms w Lai go gag on COM AY PAWLS MOON Ulla lit 44A.04 •••••, *Ka.. /SWIM ONIIP *SIP IPA al ado ikaeogrig. Mao saw am. al ATC gas Ea pt . -Mama antra* rm. steal MO wit imiA••••• 404 0.• 40104 0004 0410. toga. • aa gicagoallagrallo to agagiona saw a al gems groth•Oa ZOO UM Ma lagn Me Nag al l no g„..................,........ gam gasps. la ass o %as V000044 04.104.4 NM 000 0 4. 404•4 0.0 a an tin 4011001 01 Hal MOM Wan Mt BUN Ittli• fag I Oran. Wog gas Whoa. gagagg al u•goo goo gal am Mao %Wan .. I COW oar. Amu.* *se sa FY PM Fing....040k•I iglit COWS Pia 1,614.4 As tug 0 OM ti Wig in +.igg Still woo C4.40 4104•1004. Beek 00 Thaw aas aagaggoal e.44 caw ago iPaihvalem a UM OMB dial go) in. wan [sage a alba. am.. . as c000.041w CI 044•440.0/1 .......w 0 mg NO t04 IS VII 00 son gg.g ..... ........ 0 .000 404 owl...gown w ...1.0•117••••••Mage...041 wn assign, la* anglanolasiamoo Mogi al • 1•01001 .0100.00•Miabaliailt“. 2 ..... a 1.1.2 IOW Mil r lilt WA 4,4510•4 tat ma own onsdel Me Wall ILIUM TaslireCT) —Halal cora. .realer Canaan 14,30 sots bog Ca. 154 SUP SDNY_GLIVOZ03308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262036 EFTA02727803 0 Sikorsky A United Technologies Company March 8, 2010 Mr. Darren K. Indyke, Vice President Shmitka Air, Inc. do Darren K. Indyke, PLLC 301 East 66th Street, 108 New York, New York 10065 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-030810-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760750 pursuant to Sales Agreement 76TD6167A dated December 17, 2007. Dear Mr. Indyke: This letter is to inform you that your S-76C++ helicopter will be ready for acceptance on or about March 8, 2010. The following closing documents are provided for your review and comment, if necessary, prior to that date: I. Sikorsky Invoice (RMS 156552C) The attached "Request for Material Shipment" (RMS) is a company docummt that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US$ 1,250,000.00 (at title completion on March 8, 2010) calculated as follows: Helicopter Price (Total) Less Advance Payment at Green Delivery Balance (At Comp Serices) $11,680,000.00 $2,330,000.00 $8,100,000.00 $1.250.000.00 The payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT:CHASUS at JP Morgan Chase, New York, NY 10004. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. - 2 .--. Helicopter-Inspection- and-Accentance-Certificate,._ _ review. Typically, you or he:designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 3. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please famish us, in advance of delivery, with a delegation letter similar to the enclosed sample. soNy_attvonas3os SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262037 EFTA02727804 Thank you for your assistance, and please do not hesitatto call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation are aarlas Christopher Shurkus S76 Deputy Program Manager SDNY_GLIV0130CO09 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262038 EFTA02727805 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615.9129 (203) 386-4000 Sales Agreement 761D6I67A dated December 17,2007 SHIP TO: Fly-away SOLD TO: Shmitka Air, Inc. (0k/a Air Ghislame, Inc.) 103 Foulk Rd. Wilmington, DE #202 19803 ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION Payment Morgan Sikonky's Account Chase. New York. NY 57-56685 ABA 10004 Sikorsky S-76C++ Whoopee • INVOICE NO: INVOICE DATE: RMS No. 156552C OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS Sikorsky Medi, S-76C++ Helicopter. with Turbomeca Aniel 252 Engines. Aircraft Sala' No. ag Registration No. N750A (N722JE) in accordance with Sikorsky Aircraft Detail Specification 51'.5.760824 Revision 0 dated 9/94. The two Turbomeca Engines installed arc set al nos. 42285 and 42286 along with additional equipment as desenbed in Exhibit A to the Saks Agns:mcM No. 021.000021 SWIFT:CHASUS at 11/ THANK YOU PER CONTACT QUANTITY BILLED UNIT BALANCE AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN NC TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS SERVICES AMOUNT RECEIVED: Signs AMOUNTS IN U.S. USS 11,700,000 (2,330,000) USS 8,100,000 uss 1,270,000 uss 4o THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED -- FOR-ULTIMATE-DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED mono en APPROVED - INSPECTOR I -BOX NO. -CONTAINER-ILENGTHIWIDTH-1-HEIGHTICUBIG-1- RFS ORIGINATOR M. Lc/whew — S27368 DEPT 8325W EXT. 64536 NUS 5358A oNy_Gievonoesse SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262039 EFTA02727806 • Sikorsky Aircraft Corporation • 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 3864000 Sales Agreement 76TD6167A dated December 17,2007 SHIPPED TO: Fly-Away INVOICE NO.: INVOICE DATE: OUR ORDER NO.: RMS No. 156552C SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DE iCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN V.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION• - We certify that this invoice is, in all respects. cornet and tme. both as regains to the price and to the damnation of the goods refitted to therein, and that the countries of origin or manufacture of the goods arc the United States of America a.." GREE IRCRAFT ACCEPTANCES: liffitta: nit SU RV BY CUSTOMFR: MODEL 5.76O (with rc fared to as 576C++), NumIKT N750A(N72.7JE) HEREBY ACCEPTED AT CT USA L..." SIKORSKY AIRCRAFT HELICOPTER Arid 2S2 melon (commonly SERIAL NO1/60754Rcsislialito AS DEFINED ABOVE, IS Sikorsky Aircraft Stratford, NAME: TITLE: DATE: SDNY_GLIVOIRMAIDO SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262040 EFTA02727807 MAR-09-2010(TUE) 16: 13 ga MAR-09-2010 TUE 03:46 PM Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615.9129 (203)336-4000 Sala Agfram41176TD6167A dared December 17. 2007 SHIPPED TO: Fly-Away • INVOICE NO.: INVOICE DATE: OUR ORDER NO.: P 016/016 P 003 TOMS No_ 156552C SHEET NO. 2 of 2 IT SNIPPED PAR NO. I PESCRIPTION QUANTITY BILLED UNIT BALANCE AMOLCITS /N US. DOLLARS CERTIFICATION: DOViliCP AMP ORIGIN cr/ TIE/CATION- -We CT' No Ns inwriX t, errE ''' ...-ir4. — :.:-.... r boon:mvas to dc planets, the drecrletka of tbe coo7/ reared co Orb; awl Ste couoiria of gripe or rewerfreeere rite United OT a.' • 3 , „WO GREEN ADtCRAFTACCErANCES: AY SIXOILSRVIE hAtilaft KIM &WY' SUPERVISOR BY CUSTOMER: SOCORSKY ADICRAFT HELICOPTER MODELS-76C (with And 2S2 ecieer (cammenh.rethred to es S760w). SERIALS°. P60751 ReIWO: Oen Humble NMA ostrom AS DEFINED ABOVE. IS HEREBY ACCEPTED AT Sikorsky Aircraft Stratford. C7 USA NAME: plAgraEWee VIielS hi Do 0 Writ 7/i.P..0040 00 0.4M2 404,4./S °ATE 0,3- f )9 - 20 10 SON Y_GLIVIDLAXMID SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262041 EFTA02727808 MRR-09-2010(TUE) 16: 13 MAR-09-20I0 TUE 03:45 PM • CERTIFICATE OF HELICOPTER ACCEPTANCE P 015/016 POW Pursuant to the 5-76Oi-4 New Het copter Sales Agreement 76TD6167A dated December 17, 2007, as amended, between Monty,Aircraft Corporation and Air Gbistalne, Inc. (now Sown as Sbmkka Air, Ire_) Completion Acceptance - Lawrence P. Visoski, for and on behalf of Sbmitka Air, Inc. hereby accepts delivery and title of the helicopter described below on the ,!day of March 2010 at +30 p nt. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as 576C4-9 Serial Number 760750 Registration Nu>mbbt N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 WITNESS WHEREOF, Slunitka Air, Inc., (Ma Air Ghislaine, Inc.), has caused this certificate to be executed this day of Mamie, 2010. SH:MITICA AIR, C. Signature: . • Name: ntata&rizee /Aa6 t 13tl4. Title: 11,7-27-40 /Z o &Pen-941:61-14 SUNY_C3ttt SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262042 EFTA02727809 • SFIMITKA AIR, INC. • Authorized Representative Designation Shmitka Air, Inc., formerly known as Air Ghislaine, Inc., hereby designates Lawrence P. Visoski as its authorized representa; ive for the purpose of accepting delivery and title to the helicopter described below in respo;t of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number S76TD6167A dated December 17, 2007, as amended, regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C4-9 Serial Number 760750 Registration Number N750A (N7221E) Turbomeca Engine Numbers 42285 and 42286 1N WITNESS WHEREOF, Shmitka Air, Inc. has caused this designation to be executed this ° 1 day of March 2010. Shmitka Air, Inc. t iN • Name: "Nakrv-c(„ K. Title: LC-FV e_ c0J2(4:4- soNy_Gimmeatm SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262043 EFTA02727810 MAR-8-2010 02:32P FROM: • SHMITKA AIR, INC. Sikorsky Aircraft Corporation 6900 Main Street Stratford,CT 06615 Attn: Christopher Shurkus March 8, 2010 Subject Notification of Name Ch.inge Dear Chris, • TO:91960998218142619 P.1 Please be advised that on or about February 12, 2010, Air Ghislaine, Inc. filed an amendment to its Certificate of Incorporation wi:h the Delaware Secretary of State, changing its name from "Air Ghislaine, Inc." to "Shmitlui Air, Inc." Because the Secretary of State was closed on February II, 2010, when the document was submitted to the corporate service company a request was made for the filing to be effective on February 11, 2010. In any event, this corporate name change is now effective. The change of the corporate name of Air Ghislaine, Inc. was a change of name only; it did nothing to effect the valid and eaisdng legal identity, existence or status of this corporate entity. It did not in any way change or modify any of the corporate entity's rights or obligations under any existing agreements that the :orporate entity entered into prior to the name change, including without limitation, that certain S-76O++ New Helicopter Sales Agreement between Assignor and Sikorsky Aircraft Corporation dated on or about December 17, 2007, as amended (the "Saks Agreement"), related to the salt of that certain S-76O'4 helicopter with manufacturer's serial number 760750. Thus, the rights and obligations of this corporate entity under the Sales Agreement remain in MI force and effect after the name change to the same extent that they existed immediately prior to the name change, with the exception that moving forward any and all agreements, amendments, designations, acceptances, communications or other documents to be addressed to or executed by this corporate entity in connection with the Sales Agreement shall he addressed to or executed by the corporate entity in the name of Slunitka Air. Inc. with the same effect as if they were addressed to or executed in the name of Air Chitin's, Inc. Sincerely Darren K. Indyke Tide: Vice President • 1 SDNY_Gtaltan SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262044 EFTA02727811 MAR-0-2010 02:33P FROM: • • Acknowledged & Agreed: Sikorsky Aircraft Corporation Name: emizz.s Si•lt72K)-1 Title: s De pLA7 pr.\ TO:91860998210142619 P.2 2 SDNY_GLMJIMit6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262045 EFTA02727812 Sikorsky A United Technologies Company December 23, 2008 Mr. Darren K. Indyke The Villard House 457 Madison Ave. New York, NY 10022 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-I22308-001 RE: Delivery of Sikorsky 3-76C++ Helicopter Serial Number 760750 pursuant to Sales Agreement 76TD6I 67A dated December 17, 2007. Dear Mr. Indyke: As you are aware, Sikorsky Aircraft is working hard to complete and title transfer you're your new S-76C++ helicopter in December 29, 2008. In preparation for that transfer of ownership the following closing documents are provided for your review and comment prior to that date. I. Sikorsky Invoice (RMS 156552) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of USS 8,100,000.00 (at title transfer on December 30, 2008) calculated as follows: Helicopter Price (Total) $ I 1,650,000.00 Less Advance Payment Total Due (at Green Delivery) $2,330,000.00 8 100. Balance (At Comp Serices) S1,220,000.00 The payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT:CHASUS at JP Morgan Chase, New York, NY 10004. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Bill of Sale (FAA form 8050-11 - Original not part of this package. This form has been signed and sent to our agent, Crowe & Dunlevy in Oklahoma City. Upon final acceptance, our agent will make the filing with the FAA to show ownership transfer. soNy_Gittvononeis SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262046 EFTA02727813 cie • 3. Aircraft Registration Application (FAA form 8050-1) - Not part of this package. Please send the original back to my office in advance of the acceptance. This form along with the Bill of Sale is required for aircraft registration. 4. Helicopter Inspection and. Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 5. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in adyance of delivery, with a delegation letter similar to the enclosed sample. Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation affi,s, ,e Christopher Shurkus S76 Deputy Program Manager SDNY_GLIVOIP30368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA JX)262047 EFTA02727814 • Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Saks Agreement 76TD6I67A dated December 17,2M7 SHIP TO: Fly-away SOLD TO: Air Ghislaine, Inc. 103 Foulk Rd. Wilmington, DE #202 19803 RMS No. 156552 INVOICE NO: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. I of 2 TERMS: PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. EESCRIPTION Sikorsky S-76L:r. Helicopter Sikorsky Model 5-76C++.Helicopter. with Turborneca Aniel 252 Engines. Aiwrall Serial No. Ecrg Registration Nn. N750A in accordance with Sikorsky Aiusraft Detail *vibration SES-760024 Revision dated 9/94, Ihe two turbomma Engines installed are seta! its. 42285 and 42286 along with add clonal equipment as described in Evhibit A to the Saks Agreement. Payment to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT.CHASUS Ili JP Morgan Chase. New York. NY 10004 THANK YOU QUANTITY BILLED uNrr BALANCE AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN NC TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS SERVICES AMOUNT RECEIVED: AMOUNTS IN U.S. USS 11,650,000 (2,330,000) USS 8,100,000 uss 1,220,000 uss Al0 THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED10 SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q#858A FOR UNITED SPATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CON TRACTUAL REQUIREMENTS, ANY HEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105. SPECIAL MARKINGS THIS COMMODITY LICENSED FOR ULTIMATE DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED APPROVED - INSPECTOR BOX NO. CONTAINER LENGTH I WIDTH I HEIGHT i CUBIC I GROSS wr RFS ORKIINA IOR M. Latchisvo - 527368 DEPT 8325W ex r. 69536 M/S 5358A "C-F> 11019' SDNY_GLIVIDII003019 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262048 EFTA02727815 • Sikorsky Aircraft Corporation 6900 Main Sutet P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement 76TD6167A dated December 17, 2007 SHIPPED TO: Fly-Away RMS No. 156552 INVOICE NO.: INVOICE DATE: OUR ORDER NO., SHEET NO. 2 of 2 REM QUANTITY ED PART NO. DE:CROTON QUANTITY BILLED UNTT BALANCE AMOUNTS IN U $ DOLLARS CERTIFICATION: INVOICE filYIT ORION. ERIL'EAl -we can& the( this invoice in, }inn Tenneco. coma Ind true, both a themes to the price nod la Sc thiscription of the pazdi refund to in, aid Sc countries of onpn a manufaeme the the United Suits of America 2.." • AVAir GREEN AIRCRAFT ACCEPTArICER BY SfKY 04JAIITY ARR./raga akeT., /19/71 S. VAC SUPERVISOR DY CUSTOMER: MODEL 5-76C (with teRned to a 5760,40 , Numbs N750A AS Bl ACCEPTED AT Sikorsky R L 11.$ 41154 SIKORSKY AIRCRAFT HIELIO.XTER NMI 252 engines (commonly SERIAL NO. (7607514 Retain DEEMED ABOVE. IS Aircraft S NAME Tint OP Viiatfri DATE /Q Alf/0 4fr SDNY_GINDIXI3320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262049 EFTA02727816 Helicopter Acceptance Certificate Pursuant to the S-7604-i- New Helicopter Sales Agreement 761O6167A dated December 17, 2007, as amended, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc. Green Delivery Acceptance — L4 My VOW/a hereby accepts delivery and title of the helicopter described below on the ?es•clay of December 2008 at V:// g_m. hours local tune. Aircraft Description - Sikorsky S-76C with Ariel 2S2 Engines (commonly referred to as S76C++) Serial Number 7607!.0 Registration Number N750A Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Air Ghislaine, Inc., has caused this certificate to be executed this All" day of December, 2008. Air Gbbtal Signature: Name: Title: SONY_GitM)1300320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262050 EFTA02727817 • • (On your Company Letterhead) Authorized Representative Designation Air Ghislaine, Inc. hereby designates Ace 03°511 as its authorized representative for the purpose of accepting delivery and title to the helicopters described below in respect of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number 576TD616;'A dated December 17, 2007, as amended, assigned and ranted to Air Ghislaine, Inc. regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necetsary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Arid 2S2 Engines (Commonly referred to as S76C4-1-) Serial Number 760750 Registration Number N750A Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Air Gbislaine, Inc.has caused this designation to be executed this 70"'day of December 2008. Air Gbh BY: Name: Title: SONCGIMOT100322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262051 EFTA02727818 12/30/2008 15:51 FAX cad/ Tea ?wry/0008 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORT NTION FEDERAL *MOON AEAMISTRATION AIRCRAFT SILL OF SALE FOR AND IN CONSIDERATION OF S S 4-0vt. THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 750A AIRCRAFT MANUFACTURER & MODEL Sikorsky Aircrah S-76C-2 AIRCRAFT SERIAL No. 780750 3044." DOES THIS DAY OF December 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UIITO: FORM APPROVED OMB NO. 2120-000 08/312008 Co Ha WAR In TN' iiract FOR FM USE ONLY LU LU (/) X 0_ NAME AND ADDRESS arDwiDuAL(SL GIVE LAST NAME. REST NAME. ANC NOME INITML.) Air Ghislaine, Inc., 103 FouIk Rd.. 8202 Wilmington. DE, 19803 DEALER CERTIFiCATE NUAMOt AND TO AB mcoman allatilaleaVDOS. AND ASSOORS TO HAVE AM2 TO HOW SMOLLARLY THE SAM AIRCRAFT FOF EVER AND DAMIAN'S THE WIZ THEREOF Ls IR TESTIMONY WHEREOF r NAME(S) OF SELLER (TYPED CR PRINTED) It LLI Tn HAVE SET SaMnacy Maya Cop-Mien PIANO Ale SEAL THIS SIGNATURE(S) (W HOOF OCECUITO FOR COOWNERSHIP. U. MUST SION-) afa Ovhs Shutkon 3 °Ay OF Ornemmt. 2000 TIME (TYPED CR PRMTED) 5-76 Program Manage AC.000MtEDGMENT (NOT REQUIRED FOR PURP051:5 OF FM RECORDING: IF:Mt-VER. MAY OE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSMUMEM.) ORIGINAL: TO FAA: AC Form 5050-2 (992) (NSW 0052.00429-0003) hiparaorlas Prirtioas EdbOn SDNY_GWDZ032123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262052 EFTA02727819 12/30/2008 15:50 FAX c&d,f0a UNITED STATE:, OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIONISTRATION AIRCRAFT I3ILL OF SALE FOR AND IN CONSIDERATION OF $ 1-40110W-- THE UNDERSIGNED CWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLIE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 750A AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter Corporation S-73C AIRCRAFT SERIAL No. 760760 DOES THIS .3 ' 4 DAY OF • - HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, A.4O INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS N INOIVOUNS). CAVE LAST HAW MST NAME. AND IMOLA INMA1) Sikorsky Aircraft Cosportrion 6900 Main Street Stratford, CT 06614 PURCHASER toms/nos FORM APPROVED OMB NO. 21260042 0641/2006 Co Not W In This Block FOR FAA USE ONLY DEALER CERTIFICATE NUMBER AND TO IDGAIWENIG, PC4SUSSZCOMORG AND ASSIGNS TO HAVE MO TO HOLD 3010(RARLY THE SAID AIRCRAFT FORI VER AND WARRANTS THE 1111E THEREOF' 44— IN TESYstotv WHEREOF I HAVE SET 'W IWO AND SEAL THIS DAY OF Zoog. CC UU - J - J UU 00 NAME(S) OF SELLER (TYPED OR PRIM ED) SIGNATURE(S) ON iNK)(IF EtECUTED FOR COOMFERSHIP. ALL MUST SIOIL) TITLE (TYPED OR PRINTED) Keystone Helizoger CorponAkin Pnwirlent CRS A. Fad ACKNCNIASOGMENT (NOT REQUIRED FOR PURPOSE:: OF FM RECORDING: HOWEVER. WY DE REQUIRED IV LOCAL LAW FOR VALWITY OF THE INSTRUMWT.) ORIENNAL. TO FM AC Fr 80562 (W02) (NSA Imsz-000n-ooco) supersede* PrIMOUI Sion SDNY_GLI0IRY3324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262053 EFTA02727820 FILED WITH Hilt AIRCRAFT REGISTRATION BR 1908 DEC 30 Frt 3 40 OKLAHOMA CITY OKLAHOMA 9000/9000M RAJ/pea ITSOIROSOV rid OS ST 1100Z/OC/ZT SDNY_GIVIDIIII3325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262054 EFTA02727821 w010 T(SPF FAINACA OEPARTMENT OF T RANSPOATAT ION-FEDERAL AVIATION AOIAINLSTRAT STANDARD AIRWORTHINESS CERTIFICATE I stANONNAN ANSI I saA.AVAC•WICA ANDKIOOTA a •SCRAFT WW1. .ECASIAAIKINMFASS MASAI Keystone Helicopter 14750A Corporation S -76C 760750 • E•TE60firs ransport AUTII0InTY ANCBASISFOR ISSUANCE • 764 anyonntes, — van Maw eft. 1616.atelNes.V ASCISIFIAM•04166sat.INI N.[.yltl.rKA ..F•00 ha OW. 'MORIN MO 4.61 O orlon. 10 ant r vc• Unocal, Testa • a, 4MM+IM,31 awn, /Arms gen inn,. IC sum IM ofpojeftS011ya the issolvave cc•Nrenens.• V4 esl....AFIATINISI CNN a Vas•doe b. Arne. I *Ow Cosnevv. On InonnicsiAnCyni Atiebon off at raid *Sri 4646O4s. 6 TCOM5 AHD CONDOIONS Lvov.. IW* sywasnla AVOincled ',note o, a rerwww.OAN n a.Wa.Y IlSed or M FA, •NIIITIF• nr.o.nress ces.I.cm• nAnecth.. as E1n(tl IA awnionifea perdecon. Autntenra. 0'0 a va..., al, oniamya icsvoww6..101061. I .3.6, 69. a bvf•cbmwAniot4n.,9,,Wene as avorec.ne. env, * .wvart•regow00 in•Untin Says !NNE Dec 08,2008 FAA .Dean 4 1545144 e r ".7*ZI Cei n f . re+r A 4 0 E DAT OF 4SUANCE DEITTAF8ATION4 IsIJANSE 0 1 ; Agre615...vadochon......... vus sea N.A. r-Ty cv.:isnotttey ati•orto t•Cneckng Si CCO.o. ^frevansrma wan:: room 0, in .. THIS CCRTI'ICA E MUST At visit...60 os 7PIE •ICOCAMT N •CCOKI&JCI WITH AFISICAOLL (WRAC AVIATIONMEGULAT.ONS FAAForm6=-2(.47, G;XyU.S. 00,4ANMEArl PfortinCe OWCE2006-SS3-343 S0NY_GIMM04328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262055 EFTA02727822 UTFTEO STATES OF AMERICA cowmen Of TRIO WORCATTON 10St an* Aossountaasse innICooli *NON MN COMM NA CERT. ISSUE} Te ' ,t ....k ( *4 ., ISt 4- .7 4-140., 4•%‘.. 14:4 .r PURCRAFf REGISTRATOCO APPLICATICt. ' UNITED STATES El REOUTPLATON FUTFOEA rfl 750A AsECRAFT MANUFACTuRER A riODEI. Kays #0 , 1 e- I to N. . S TqliC 4 AINCRAFT SENA/ Nt 760750 FORIAA USErQNLY • nn of AnturrsAnos Oa cab eu O ftisatt Sy t a I- intioANN 0 A PanstaP 10 3. Cana 0 4. Co-omit 0; k 2e vl. p 8. . .MITE OF APPLICANT NOVO) NON On MOAN d 0•061/811., eaddUA ittell fee, SiO ine . NO NON NO) I•kA i gomb\ otk. Air Gliiilehle, Inc. :. • 4 .,„ s, _At t TELEPICNE NUTNIEFV I 302 p. 636-1956 A • MCNEES "mono. wag SSTs by So afplart OINCIO Otrir otonsoosonon mu** be loom/ Alma Sot_. 103 Faulk Road . v-zyst, o Am( 4 0 wanes. .. Ili ;atm for an Wilmington ,-7 %/ mg . k.;,,, , , F ', PE7frit, DP =OE 19803 s.:1*- O CHECK HERE IF YOU ARE ONLY RF:PORTING A CHANGE OF ADDRESS ATTENTIONI Read the lialaing an enl Distore signing this application. This portionilattn be conpretecl. A MN of ONnel nee le an outsmA, I.4' N4+, be CrOdde le, arneva4 09 °^. ard r * d'rele3n" Mt Cede. TOW Se, See e:01 a I: CI rCERTIFICATION swit CERTIFY 01 IndI to 'too' Oftnll ill C.Rad ,b y to 4611cot tot is • cause. (.,a4v. otoyettol n MN Stott. Ee) OFF• .*s leda re •••• a !amt.,' "n•str— — i a occit can AS asnconseill.2- 44..L4 • CANON ON NAIONNANONAFron bill a fon ION' No. iT"NO. P 0 A Footatot coepottltO artaroes set *Pc Wen*. WO* re kin a Wad* MY Fie sinteluitIttif aol (Mott/ *Wd V, V* thin Swoa WKOVW 0‘ 09T, Tan we l*a.bld t e ca ma Ow Tarn • Fa totipaeoroadel,Tot FF tel, En" aNFIFY- A*4 CP TN NM NANA olinnonno 11,2,KONO a Ns PO. Ma Mtn 1, * VoNMY Anatol, MINNonort r 1441 . ' P : t .7 NOTEA NI ter'Car nintho Al W ean', mug car utm COVOI SO AN 0 MIOININ ___„ 44#.. int ".1'" TYPE Oftprator• SIfWATORE I 1 I socesA4ic 4 . 1. A • . • / .: et. VI 505 K I i . WU PM *Chi el OP i r' NJ DATE J /J 42 /61 12 8 . i ll .a) :4 1 lint DATE . 2 1/ TICE GATE NOTE 'Nei INN a to C. O. ANN NO4Vann. An ANN may to OW*** WI • deed 0:4 0 elideie ON del dove vOnn IN nil PIN ON Of On NONNI n ma be INN In MAMA AC Ran K60I idea KO$240423-000S SONY_GattAN508328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262056 EFTA02727823 Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS: THAT SIKORSKY AIRCRAFT CORPORATION ("Sikorsky"), is the lawful owner of the full legal and beneficial title to the following tangible personal property: that certain Sikorsky S-76C++ helicopter, manufacturer's serial number 760750 and United States registration number N750A, together with two (2) two Turbomeca Aniel 2S2 engines bearing manufacturef:: serial numbers 42285 and 42286, as more fully described in Exhibit A to that certain S76C++ New Helicopter Sales Agreement (number S76TD6I67A) by and between Buyer (as defined below) and Sikorsky dated as of the 17th day of December, 2007 as amended (by amendment 2 dated the 3rd November, 2008) (the "Helicopter"); and all documents and records relating or required to be maintained with respect to the Helicopter, including, without limitation, all flight manuals, maintenance manuals, engine log books, airframe log book, weight and balance data, flight records, maintenance records, airframe and aircraft component warranties, engines warranties, avionics warranties, and any and all other records related to the Helicopter (the "Helicopter Documents"). THAT, for good and valuable consideration of the sum of One and 00/100 dollars ($1.00), receipt and adequacy of which are hereby acknowledged. Sikorsky does as of the date provided below, grant, convey, transfer, deliver and set over all right, title and interest in and to the Helicopter and the Helicopter Documents unto Air Ghislaine, hrc. ("Buyer"), and unto Buyer's successors and assigns forever. THAT, Sikorsky hereby represents that there is hereby conveyed to Buyer on the date hereof, all legal, beneficial, record, good, equitable, exclusive, and marketable title to the Helicopter and the Helicopter Documents free and clear of any and all mortgages, liens, claims, encumbrances and rights of others, and Sikorsky will warrant and defend such title forever against all claims and demands whatsoever. IN WITNESS WHEREOF, Sikorsicys as caused this instrument to be executed and delivered by its duly authorized signatory as of this Pr day of December 2008. SIKORSKY AIRCRAFT CO RATION Signature: Print: i:-/At efitiffrt.t. 1.1 Title: 5-16 fir~ 4•14, • SDNY_GLIV0110022.8 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262057 EFTA02727824 Sikorsky A United Technologies Company March 8, 2010 Mr. Darren K. Indyke, Vice President Shmitka Air, Inc. do Darren K. Indyke, PLLC 301 East 66111Street, 10B New York, New York 10065 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-030810-001 RE: Delivery of Sikorsky S-76O1-1- Helicopter Serial Number 760750 pursuant to Sales Agreement 76TD6167A dated December 17, 2007. Dear Mr. Indyke: This letter is to inform you that your S-76C++ helicopter will be ready for acceptance on or about March 8, 2010. The following closing documents are provided for your review and comment, if necessary, prior to that date: 1. Slkorskv Invoice (RMS I56552C) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US$ 1,250,000.00 (at title completion on March 8, 2010) calculated as follows: Helicopter Price (Total) $11,680,000.00 Less Advance Payment $2,330,000.00 at Green Delivery $8,100,000.00 Balance (At Comp Serices) $1.250.000.00 The payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT:CHASUS at JP Morgan Chase, New York, NY 10004. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 3. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in advance of delivery, with a delegation letter similar to the enclosed sample. soNy_Gertvonocon SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262058 EFTA02727825 Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation at Slameas Christopher Shurkus S76 Deputy Program Manager SDNY_GIMMXP3330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262059 EFTA02727826 Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06615.9129 (203)386-4000 Sales Agreement 76TD6167A dated December 17,2007 SHIP TO: Fly-away SOLD TO: Shmitka Air, Inc. (f/k/a Air Ghislaine, Inc.) 103 Foulk Rd. Wilmington, DE #202 19803 RMS No. 156552C INVOICE NO: INVOICE DATE OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS: PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY UNIT BALANCE AMOUNTS IN U.S. BILLED Paymau to Sikoisky's Account Morgan Chase, New York, NY 57.56685 ABA I0004 Sikorsky S-76C+. Helicopter AMOUNT: USS 11,700,000 DEPOSIT AND ADVANCE PAID (2,330,000) Sikorsky Modd S-76C++ Hdicopter, with Tursomeca Arid 2S2 Engines. Aircraft Serial No. ER Registration Mo. N750A (N722JE) in accordance with Sikorsky Aircraft Detail DUE at GREEN A/C US$ 8,100,000 Specification 3ES-760024 Revision 0 dated 9/94. The two Turbomeca Engines instilled are strial ros. 42285 and 42286 along with adtlitional equipment as described in Exhibit A to the Sales TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS USS 1,270,000 Agrcancni SERVICES AMOUNT RECEIVED: ussWO o. 021-00002I SWIFT:OIASUS Oil JP THANK YOU 3/9/nDate THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE wnu APPLICABLE CONTRACTUAL REQUIRENENTS, ANY ITEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING UST WERE MANUFACTU UNDEg FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION. NET WI' DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED BOX NO. CONTAINER I LENGTH RFS ORIGINATOR M. Loschiavo — S27368 Waal gbh WIDTH I HEIGHT 1 CUB ROSS WI DEPT 8325W EXT. 64536 M/S 5358A sora_Gtimmoi3a3m SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262060 EFTA02727827 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615.9129 (203) 3864000 Sales Agreement 761D6I67A dated December 17,2007 SHIPPED TO: Fly-Away RMS No. 156552C INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: JIV VOICE AND ORIGIN CERTIFICATION: - We certify that this invoice is. In all respects, comet and true. both as regards to the price and to the description of the goods referred to therein, and that the counuics of origin or manufacture of the goods an: the, United States of America a..- GREE AIRCRAFT ACCEPTANCES: I RSK U 'MANCE. SUPERVISOR BY CUSTOMER: MODEL S•76C (with refereed to as S760++). Number N750A (N722JE) HEFEBY ACCEPTED AT CT USA SIKORSKY AIRCRAFT HELICOPTER Aniel 2S2 .Ines (commonly SERIAL NO. 6075' Registration AS DEFINED ABOVE, IS Sikorsky Aircraft Stratfort NAME: TITLE: DATE: SDNY_GLIVOI3CR3332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x1262061 EFTA02727828 MAR-09-2010(TUE) 16: 13 MAR-09-2010 TUE 03:46 PM Sikorsky Aircraft Corporation 6900 main Strea - P.O. Box 9729 Samford, Connecticut 06615.9129 (203)386-4000 Saks Aptanan 767D6167A dated December 17 2007 SHIPPED TO: Fly-Away P.016/016 P. 003 RMS No. 156552C INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 IT • UANTITY SNIPPED P NO. DESCRIPTION QUANTITY BRI.E.O UNIT BALANCE AMOUNTS IN US. DOLLARS CERTIFICATION. 0M2KE./thincialInarrIEICATION* - th: =rn tun :Ns isv-..c II. tr.=mars. tar. =I t.-“, toeing& to Pc pko sici to the Otherlotka time pods tdared to that* argl RN ps coat of od#. or marattentro *Mc SRO Stets of tio a.." l/ 5//eil GREEN AIRCRAFT ACCEP IANCES: BY SIXORSK V ODALITY i Males= SUPERVISOR BY CUSTOMER' S/XORSKY AIRCRAFT HE./COPTER MODEL S-76C (with Aoki 252 tali-aim (cratithwilirdentil to Is S/60..). SERIAL NO.P6075CIRcsio akin Nowlio NISI:A (N7221E) AS DEFINED ABOvE. IS away ACCEPTED AT Sikorsky Aircraft Strati s, a USA NAME: biagearde vine DO 0 MU: i)riedetaek a op.-44-140.15 OATS 03- /Q - 2010 SDNY_GLINDIP313333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262062 EFTA02727829 NAR-09-2010(TUE) 16: 13 P 015/016 MAR-09-2010 TUE 03:45 PM P. 001 CERTIFICATE OF HELICOPTER ACCEPTANCE Pursuant to the S-76C++ New Helimpter Sales Agreement 76TD6167A dated December 17, 2007, as amended, between Sikorsky Aircraft Corporntion and Air Gbistaint, Inc. (now known as A:1'kb Air. Inca Completion Acceptance — Lawrence P. Visoski, for and on behalf of Shmitka Air, Inc. hereby accepts delivery and, title of the helicopter described below on the j± day of March 2010 at 4'. 30 gm. hours local time. Aircraft Description - Sikorsky S-76C win Arriel 2S2 Engines (commonly referred to as S76C-H-) Serial Number 760;50 RegistrationNumber N750A (N722JE) 'forborne= Engine Numbers 42285 and 42286 IN WITNESS WREREOF, Shm;t1ta Air, Inc., (ftk/a Air Ghislaine, Inc), has caused this certificate to be executed this,_ day of March, 2010. SEDLITICA C Signature: Name: plawizeme VAaskti radio. Title: i)itted-O Q crtu SONY_GLIV0230a334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262063 EFTA02727830 SHMITKA AIR, INC. Sikorsky Aircraft Corporation 6900 Main Street Stratford,CT 06615 Attn: Christopher Shurkus March 8, 2010 Subject: Notification of Name Change Dear Chris, Please be advised that on or about February 12, 2010, Air Ghislaine, Inc. filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State, changing its name from "Air Ghislaine, Inc." to "Shmitka Air, Inc." Because the Secretary of State was closed on February I I, 2010, when the document was submitted to the corporate service company a request was made for the filing to be effective on February 11, 2010. In any event, this corporate name change is now effective. The change of the corporate name of Air Ghislaine, Inc. was a change of name only; it did nothing to effect the valid and existing legal identity, existence or status of this corporate entity. It did not in any way change or modify any of the corporate entity's rights or obligations under any existing agreements that the corporate entity entered into prior to the name change, including without limitation, that certain S-76C++ New Helicopter Sales Agreement between Assignor and Sikorsky Aircraft Corporation dated on or about December 17, 2007, as amended (the "Sales Agreement"), related to the sale of that certain S-76C++ helicopter with manufacturer's serial number 760750. Thus, the rights rind obligations of this corporate entity under the Sales Agreement remain in MI force and effect after the name change to the same extent that they existed immediately prior to the name change, with the exception that moving forward any and all agreements, amendments, designations, acceptances, communications or other documents to be addressed to or executed by this corporate entity in connection with the Sales Agreement shall be addressed to or executed by the corporate entity in the name of Shmitka Air, Inc. with the same effect as if they were addressed to or executed in the name of Air Ghislaine, Inc. Sincerely Darren K. lndyke Title: Vice President 1 soNy_Gettvonocau SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262064 EFTA02727831 Acknowledged & Agreed: Sikorsky Aircraft Corporation Name: CftIZZS lZYcd_S Title: s pen" E7 2 SDNY_GINOZICREZI36 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262065 EFTA02727832 SSP-09-2010(TUE) 16: 13 P 012/016 SHMITKA AIR, INC. Authorized Representative Designation Shmitka Air, inc., formerly known as Air Ghis!eine, Inc., hereby designates Lawrence P. Visoski as its authorized representative for the purpose of accepting delivery and title to the helicopter described below in respecr. of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number S76TD6I 67A dazed December 17, 2007, as amended, regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necessary actions and execute all nenste.ary documents pertaining thereto: Sikorsky S-76C with Ariel 252 Engines (Commonly referred to as S76C++) Serial Number 760759 Registration Number N750A (N722JE) Turb.cm--= Enginetlarabers 42235 and 42236 IN WITNESS WHEREOF, Sh:nitka Air, Inc. has caused this designation to be executed this 01 day of March 2010. Shmitka Air, Inc. Name: "Nacrv-ecn K • t.,-.t V__ Tide: fife S ; d Q (.4.- E SDNY_GIth4)23033315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 62066 EFTA02727833 PROGRAM WORK AUTHORIZATION ' RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-576402 PAGE 1 of 15 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76T06167A CONTRACT DATE 12/17/07 THROUGH CONTRACT AMENDMENT 3 Date: 8/3/09 B.D.M. NO. C.W.A. NO. SUBJECT Completion of S-76C++ Aircraft 760746 771- 750(eff: 286314-290) Customer: Air Ghislai le, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: 576C++ SPEC / REV: SERIAL NUMBER: 746 724 750 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: -Dan-2008 Jon-2009 Dec 2008 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: ka14006 Nov. 2009 Sep,-2009 Dec. 7 2009 SCHEDULED DELIVERY DATE COMPLETION SERVICES: Jel-2009 Nov-2009 Sep.-2008 Dec. 7 2009 DETAIL WORK DESCRIPTION ATTACHED: Reiea:o the above aircraft to the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X Revised to reflect change in SON number and presentation date per Amend. #1 X 2 Change in presentation and delivery dates X 3 Change in tail number X 4 Add 200 hours to engineering - interiors budget X 5 Change in schedule. change in confg, change in KHC PO value, add late delivery terms X X X X Period of Performance: Decemter 2007 thru July-2090 December 2009 APPROVALS & ENDORSEMENTS Name: Chris Shurkus Date Name: Irene Milewski Date Program Manager Chris jhurkus 8/13109 Finance %ken 'Milewski 8/17/09 SDNY_GLMDZPZIM338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262067 EFTA02727834 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 05 REV DATE 08/17/09 PAGE PWA NUMBER F008-S76-002 2 of 15 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive-T-reep Deluxe Executive configuration at the Keystone 5-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the SikorskyKeystone Completion Center agreement. Total Budget: Air Ghisiaino Inc. PWA Total AC 750 Description Hrs • con •writ tO15-6-Bri rtc or i lter a/ usr only araelfilg WTI ottittc...tr34 Su}, n.td IMIVOC-10:e2.81tritomfa 3 I IS:c-10:6011,..19X0.EBNIM Si .07:S.M0:627c1F..4M(0.2sralB , StIrFAtinti: SMOSM.c9714 WESTSX0:6041M9X° .int nosos ilaantstifft aA:eitae.--24er_itsx0 cc W.O.C.10253011r119101al itadeeresSWESEI:IM MI Total Job Order Baseline • Commission -(Baseline Yl 000 161 151,392 217.939 11/421 9:632111T-8.19X 0 c III:=0.011r7alrota-70.1f19.11119111M Keystone Completion REV 5 2.498.433 AC-S71.1.O1.2A Keystone Completion 0/H 84,947 Planning purpose ONLY Pilot Support/AC acceptance CCg CC 140 19.143 AC-571.1.O1 .2C ACB 40 4.219 AC-S71.1.O1.2F Engineering- Avionics 296 33.626 AC-S71.1.O1.2G Engineering-Interiors REV 4 498 55.187 AC-S71 .1.01 .2H Engineering-Flight Sciences 100 11,549 AC-S71.1.O1.2I Management Reserve 50.000 AC-S71.1.O1.2J 'FOGI (Completion) 8.000 AC-S71.1.O1.2K 'Additional Training 38,698 AC-S71.1.O1.2M 'AAG SUPPORT-VIP only(20hrs) 106.521 AC-571.1.O1.2N •Other-SAC OH 4,647 Planning purpose ONLY Extended Warranty 60.000 AC-S71-1.O1.2R Strip List (126.058) AC-S71 .1 .O1.2S Total Completion K 1,074 2,848,912 Commisslon-(Completion) 73,238 Grand Total incl. Commission 1,235 9,167,481 Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary. Associated Aircraft Group ("AAG"). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and SDNY_GILME1013339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262068 EFTA02727835 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 3 of 15 conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (D. McCory/S. Monteiro Please inform Turbomeca that the knowing S76C++ aircraft s/n (760716 771 750) with Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 3800 Southern Boule✓ard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriate authorities and inform us of this action. Engine Maintenance Manuals are al so required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (87611:46 I67A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness. Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness for all equipment installed by the Completion Center which is not covered in the Aircraft Maintenam:e Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and iatabases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS, FMS, Garmin GMX 200. sDNY_GLNDIX03340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262069 EFTA02727836 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008S76-002 PAGE 4 of 15 Aircraft is to be flown into retorque window and all re orques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customer's home base without need for retorque ar scheduled maintenance or inspections. All open and/or applicable ASB's and AD's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S-76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies (D. Blackmore • Create a MyCompletlon Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike — Customer Semi:* Manager (203) 416-4241 o Howard Germon -Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.O.) • Place purchase order for (Eight) 8 display models with Microwesl, 1312 West Collins Ave Orange, CA 92867, (714) 771.2521. These models are to be painted in the customer unique paint scheme including customer registration numtor. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459.4424 in the amount of $2,000.00, made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurkus) DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the porformance of the Completion Services, the configuration items specified in Annex 1 to Exhi )it A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. SDNY_GILIV01103340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262070 EFTA02727837 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12117107 05 08/17/09 F008-S76.002 PAGE 5 of 15 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Trans for - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Buyer. Registra ion of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance Dn the Helicopter in connection therewith. 5. Risk of Loss - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event SDNY_GlieMD2XP3342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262071 EFTA02727838 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 6 of 15 the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's ?roduction sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in th•; Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article III. 1.d. below, Sikorsky shall provide to Buyer a FAA retum to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Add per Amend. 3 7. Late Delivery -The event Buyer does not accept the Completion Services by December 15, 2009 due to Buyer not being satisfied that the Completion Services presented on the Completion Services Presentation Date have been satisfactory completed and the Helcopter as previously accepted by Buyer, is in airworthy condition with ail systems functional and in proper working order and with no damage incurred, pursuant to Paragraph 5 of Article II, Presentation of Completion Services for Acceptance of this Agreement, Sikorsky shall establish for Buyer a spares credit in the amount of $50,000, as liquidated damage for such delay. stoNv_aelvID1303343 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262072 EFTA02727839 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008476-002 PAGE 7 of 15 The spares credit shal be established at a Sikorskys wholly owned subsidiary Helicopter Support, Inc. and must be used within three (3) years of the Scheduled Presentation Date Completion Services. In the event that any amount of the spares credit has not been used or otherwise committed by Buyer within such time, the spares credit shall expire and Sikorsky shal have no further obligation to Buyer hereunder. Action — Engineering (T. McTaqqart Charlie Hayden) IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set for.h in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Regisaation Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay ihe Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbacher, K. Ohrenberger) VI - HELICOPTER RELATED PROWSIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("=AR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate H1NE, is FAR Title 14 CFR Part 29, -Airworthiness Standards: Transport Category Rotorcrafl". Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FM approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility Nholly owned and controlled by Sikorsky and approved for such manufacture by FAA. sDNY_GLIV013O31144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262073 EFTA02727840 PROGRAM WORK AUTHORIZATION r RELEASE DATE REV NO REV DATE PWA NUMBER 12117107 05 08/17/09 F008-S76-002 PAGE 8 of 15 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may bE performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. Action - Customer Service (K. Perry, T. Wollenberg, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turboshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI - HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating ant Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of sm_GLIV01800345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 62074 EFTA02727841 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 05 REV DATE 08/17/09 PAGE PWA NUMBER F008-S76-002 9 of 15 the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of op ions, system schematics for the Deluxe Executive helicopter normally available from Sikorsky and aviation subcontractors. • Helotracn" - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one- /ear subscription to this service. VII- TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on syster is operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equiva ent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and hansfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mi:chanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. SONY_GLIV017.1033.16 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262075 EFTA02727842 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 10 of 15 HELICOPTER CONFIGURATION EXHIBIT A The following items of Standard and optional equipment as described below, which have been Selected by the Buyer, Shall be inStalled on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Argo' 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin - A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6' Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Mastin Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, r Backup Airspeed Indicator and Altimeter, ADI-3350 Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filer SDNY_GILIVOIP303415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262076 EFTA02727843 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 11 of 15 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30064-CabihiCS-DELETE PER AMEND 3 30012 Audio Jacks - Emergency (SW/Bose) 30020 Audio Jacks, Cockpit - Bose 30003-Gable-Gall4ystem—DELETE PER AMEND 3 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024-Satelfite-Cornonmioations-Syster AirCe14-ST-34-00-DELETE PER AMEND 3 34053 Nav/LRN Switch for ADI 3351) 34081 Vertical Card Standby Compass 35053-F-MS---Universa4-UNS-11-wiG °around-Switch wired to-the-Collective-DELETE PER AMEND 3 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 6613 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63O0O-geluxe-VIP-Interier-Groupr ketufi eneer-aidrame-iselated-intefief-wall-canel-systerfh high-perfennanne-airframe-rnaunted-secondary-asoustiopaokager thaaleather-onlillfasuede intecior-panel-upnelstecyr EG8-duatingr nenkpitiaabin-EIMEIOF-autkhead-with-lettaand-and fignt-hand-sliding-windewsrleather-seat-uphOstennenecal-salainiigilingr emergenny-eabin lightingr reading-lights4gyand-air-oullets(8),cabin door-thseshold-4ighlingrinernbrane-switch panaln4e-eantfel-eabin-aystemer tisted-intecier-nabin-vAndowar denerative-plaang-in-Gat!in: illananated-eniinanee-signer innengeneyFinfeanatienal-signateremergensy-exit-signar cabin and cockpit carpet-with sparc, weed veneer/loather/decorative metal details, in4egfal magazine-ranks-on-eabin-dec.Far aterage-cabinet-facward-of-raised-fosal-denkr sea4 maintenance-eaveisr sabin430f-connerar molded-baggage-nempartment-fleef-linefrStain soNv_GlaV0230034a SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262077 EFTA02727844 FROG RAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008476-002 PAGE 12 of 15 Guatd-ProteotionNol-Rates-f ttings-fer-a44-Opeta-Wiodews-and-Removal-et-unosed-tie down-fittiogsr DELETE PER AMEND 3 63043-Aft-Fasiog-Beoohase CELETE PER AMEND 3 63071 Bulkhead Storage Compartmant - Crew (Aft Facing Bench) 63085-Cabio-Goat-Hooker Two-DELETE PER AMEND 3 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage i:S-76C++) 80086 Maintenance Covers - Exterior 84000-Vertical-Pylon-ASSeSS-Partelsi-GSN-7-6-207-DELETE PER AMEND 3 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 830,66-Romove-LH-Assessory-DriVe---CAN-16-206-DELETE PER AMEND 3 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 86036-Anti-Gatision-Lightr Red—Bc4teot-DELETE PER AMEND 3 85051 Landing Light - LH Main Gear 86064-Resegoition-Lights—Fotwawl-Fasiog-DELETE PER AMEND 3 86063 Logo-Lights-DELETE PER AMEND 3 86031-Polsolight-System-DELETE F ER AMEND 3 8607-2-Pu4se-Landing-Lights-DELETE PER AMEND 3 86073-Palse-Recognition-Lights-DELETE PER AMEND 3 86001 Approach Plate Holder, Lighled - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P • 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit SDNY_GlitVOIKI3349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262078 EFTA02727845 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-$76.002 PAGE 13 of 15 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On' 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004-Relocate-reading-lights-from-GeRief-sabin-seiling-to-abeve-eutbeard-passenger-systent DELETE PER AMEND 3 9000-5-Bight-Bese-headse1-jaeks-for-use-with-the-sabin-ICS-in-the-cabinicustemlecations) DELETE PER AMEND 3 90004-Sateem-System-te-be-instattud-witheut-the-seekpit-i.ntereern-apability+A-secle-32024) DELETE PER AMEND 3 90007 GMX200 display to be installed on the right and the MFRD on the left 90009-Audio-input jack in-sabin-fof Iped-type device. Entertainment audie-te-be-Mard-ht-all cabin-Bese-headseten-No-rather-Genbelsr votume-Genbelled-via-ilarad-device-DELETE PER AMEND 3 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be eruciased-with-searse-nen-skid-DELETE PER AMEND 3 9004-3-Fwd-facing-beneh-sea1,-3-4-fassenger-,464wide-singie-feki-dewn-armrest-fer--right-hand passengerrArmrest-shan-beshortened-frern-the-standard-length-anfl-previele-sterage inside-under-lid-fer-IPODICell-phene-jacks-freferense-90024-8-04009)-and-heiders-fer Gustemer-furnished-IPODIGell-phonerDELETE PER AMEND 3 9004-5-Sheep-skin-threw-earpetfor cabin floor—DELETE PER AMEND 3 9004-644eadset-hangers-leeated-at-i;eiting-level-abeve-all-8-cabin-seats-against-fenreardlaft bulkheads-DELETE PER AMEND 3 9004-7-Custemer-Gabin-l.nterier--Materials Customer-Furnished-I/later-leis 11-eatherr Carpet,-Sheepskin, -Panel-Covering) Custom-Upholstery-Work DELETE PER AMEND 3 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholsterylcushion fabrication requiring customer approval via pre-production prototype. 90024-Cell-pheneinterfase-inte-thasabin-ICS-systeracConnectien4e-be-in-the-feld-dowe armrest-of-the 90043-hyd-fasing-bendt-seal-with-ability-te-select-the-cell-phene connection for any occupani: on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels-swileh-te disable-in-flight-4Se, DELETE PER AMEND 3 ADD PER AMEND 3 35055 FMS, Universal UNS-1 Fw (IA'AAS FMS) with LPV Monitor (assumes 1st) 80082 Enhance Door Pins, Cockpit 85037 Anti-Collision LED Light, Red, Top soNy_Glimpnowiso SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262079 EFTA02727846 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12117/07 05 08/17/09 F008-S76-002 PAGE 14 of 15 85039 Anti-Collision LED Light, Recl, Bottom 85040 LED Position Lights 90022 Customize calling reading lights. Reallocate one reading light from each group to the outboard area of the calling, to be centered on outboard passenger seats 90024 Relocate the reading switches to the overhead area, adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated outboard lights in the outboard position 90025 CG satellite phone system with NxtMail WiFi Server to support Blackberry email, includes cabin headset and cockpit dialer 90029 LED Landing Lights, left and right, with pulse capacity 90030 LED Recognition Lights, with pulse capacity 90031 Garmin GDL-69A XM weather receiver with XM radio receive capability. XM radio audio output will be connected to cabin headsets only (Ref. Option 90039) 90032 Four 110 Volt AC outlets in cabin powered by 1000 VA converter hooked to AC generator. Outlets to include flip covers 90033 Four 12 Volt DC automotive-type jacks in cabin, with covers 90034 Modify cabin interior door handle lighting per customer preference. Remove the standard strip of LED lights and replace with single, concealed light source to provide a uniform illumination of the handle area 90036 Cabin ICS system with 8 Bose headset jacks, with Call function. Headsets not connectable to satellite phone 90037 Connection of audio from the #1 VHF radio (CDM 1) to the cabin ICS circuit, with on/off switch in cockpit 90039 Cabin Entertainment System with:tainment System with: —3 Audio sources: IPod docl , auxiliary stereo audio input, and XM Radio from Garmin GDL-69A (with remote control) -Switch panels(qty 4) with Source Select and Call button -Audio plays over headsets only, not speakers 90040 Redesign Forward cabin bulThead to extend lower than the bottom of the standard narrow windows 90042 Custom Cabin Interior 90044 Custom Cabin Headset Hooks (Quantity 8) 90045 Shoe-cleaning Mat on Boarding Steps LH/RH 90046 HEEDS Bottle Mounts on Cockpit side posts (similar to a/c 696 & 700) 90047 Umbrella Holders on Inside of Baggage Compartment Doors (similar to a/c 696) 90048 Custom Aft-Facing Bench &at, Three to Four Place, with Shortened Single Center Fold-Down Padded Arm Rest 90049 Custom Forward-Facing Bench Seat, Three to Four Place with shortened Single Center Fold-Down Padded Arm Rest 90050 LED Logo Lights StoNv_GLIV023003#0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262080 EFTA02727847 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-576-002 PAGE 15 of 15 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored In a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal. COOL Option Name PIN Owner NONIENCLATUNE CT/ stock LOC eta COOS Total Soon 10725 }bee 240 v -..--e, .......... Priefer RV., R. I 11.06250-1•Ss airsisn f1nens CS-7.0.80 1 awetI I 904 00 1.044.00 01062,40-2•RS , PARC enenna flit 4 WARS 093 04/ 002.61 aecca--•1000.01. 06770•02107.011 interiec ope • Install I 2 2 AC-0A On 2 P6074 70 a6 160.7 2 78.62000 41 6K' sot forte. ASSY .32771552390-041 _i_ _&201.• 203 00 1100.00 30770.67074.011 LOCO comma motels 77 I 74- ACRO Duct ASSY • Sens 300.00 200140 33770-07074-045 Cps sterns AR • 6•747c 7 703 07 x7.02.02 10701.43. 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ILPISItts P74t4 42 63 42.03 70300.07004-000 MettO 1‘.04 Nosy • 1 P7IIN 31 31 471.31 ° T711;gang RAN APIs 1 lesiN 70 rtg Tube AltsY I PIER 01 60 23, ZIT 70307-0>C00-00a irt0 Tube 6647 4 P7474 70.01 76.67 ....... , P74N 0310 60.40 3 - ...Z4T D., .... • PlliN 0.03 0.00 79 ro09-24 2 ^as I P74.4 Li sraW 20014 200.14 ....., aye 7 06i3 CO • 513.00 :::::::;:lt, ' :: Ael20 sweet I 1Ri goo coo ON 2-03004-04 Aerie+ ct A 1 P7471 000 66 507.00 00 70 2 1 2-01 ining I1744.• 066 0.00 10-. 1031 %10 bi100st aTeSt I 6.7•14 0 00 0.00 113312-02000-10. .4.C.10 Duct Copp, Defrost t 1 P.74.4 000 0.00 70212•044•01-061 ACRO Oust Any ROVer LM I 04747i I 020 00 1.02000 70212.040041142 its 2..R1 PRP/ I stns. 7921 2,2 ,094-941 1-....Qt ASKV I 11.14N i a .... 7064,40.51 942 SAC *v I ro om 0.90 0277041406•411* 20/70•04050041 0•71044629.011M12 -ACRD it! IneNal ACRO ROAN 000 . S.. 6.4.4/0160.7 IQ x 2y. LII 1 0143 NANOOn69) 146604 N.A.C 44. 1 avvoira -- 6 , 1102-04 II^Conweet .j...• Rt. NAGA 6..41 vain Aew 1 2220`N 000 06 0,00 76207-0713.6101 7.400. • P g .. " rfreq. PAPO Vont Panel Anse ,:, V076Pane. frame ; = :ZS 02403 *GAO Irsirun. • WIN '26 OS 46166 155012 O MM Y01P5 i%) 3.00OF127 ^enc. ..465 ionini 507 03 1 1311 2111 .1-- 420.9s• SONY_GILV02303032 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026208I EFTA02727848 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-370-002 PAGE 1 of 14 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76.11/61 67A CONTRACT DATE 12/17/07 THROUGH CONTRACT AMENDMENT 2 Date: 11/3/2008 B.D.M. NO. C.W.A. NO. SUBJECT Completion of S-76C++ Aircraft 76074S-774- 760(eff: 386-344-290) Customer. Air Ghlalaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: SNICH SPEC f REV: SERIAL NUMBER: 746 774 750 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Dec 2008 June-2009 Dec 2008 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Jul 2800 Nev,2000 Sep. 2009 SCHEDULED DELIVERY DATE Jul2009 COMPLETION SERVICES: Nov-2000 Sep. 2009 DETAIL WORK DESCRIPTION ATTACHED: Releas I the above aircraft to the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Revised b reflect change in serial nu ober and presentation date per Amend. 81 X 2 Change in presentation and delivery dates X 3 Change in tai number X Period of Performance: J Decenbt 2007 thru July-2009 September 2009 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager arthr jibustes 12/16/08 Finance ,,,,41-40,4 0 4. iMisinvieir 12/16/08 SDNY_GL/VIDZIOCS1183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262082 EFTA02727849 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 03 12/15/08 F006-S76-002 PAGE 2 of 14 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This: PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA Purchase Order Instructions: Purchasing is to issue Purchase Order k-uthorizafion to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement Total Budget: Air OhIslaine. Inc. Description reitpircrar For Intprn01 uSo only RreSTilcketISIlcubliestTana7-1 Post1R MSYe v ties .filiechnIcalp-2u' Eff:girgtanclardliricainIniu l! G€? x torn erIGiftECETitificatal l rffingetrairgrvna rS-07S-Irfarl Hrs PWA Total a.0 . 3:111 78,1 1,611 1 ,3087 69 967 WBS AC 771 -lanpin9 Purpose ONLY aweiGst.62411C4970WIN mingeom:sotamwenam IMMBIBMCL621.1IT49TCT,BMIN NIMST.010:62411,49)!Ci DIM IIMIATera62K1r4r.970EMIN Mtg,B2406241PMSYI.OEM Il/rXer0B2AUF:497.0GIIM e31.3501 2,000 glin741O41.1 71.0Zra TrollgiororoxMaraoseol751MBIMI enri rn A 2 [ItetCrEirk, MITAMIZIMMF2aizrgrol Keystone Completion 2,235.040 AC-S71 .1 .01.2A Keystone Completion 0/H 71.521 PlannIngSantee ONLY Pilot Support/AC acceptance a CC . 140 19,143 AC-S71.1.01.2C ACB 40 4.219 AC-S71.1.01.2F Engineering- AvIOnICS 296 33,626 AC-S71.1.01.2G Engineering-interiors 298 34,089 AC -S71 .1 .01 .2 H Engineering-Flight Sciences 100 11,549 AC-S71.1.01.2I Management Reserve 50,000 AC-S71.1.01.2J 'FOCI (Completion) 8,000 AD-S71 .1.01.2K 'Additional Training 38.698 AD-S71.1.01.2M sAA0 SUPPORT-VIP only(20hre) 106,521 AC-871.1.01.2N 'Other-SAC OH 4.647 Planning purpose ONLY Extended Warranty 57,600 AC -S71. 1 .01.2R Strip List (126,058) AD-S71.1 .01.2S iitotsll0omple'Oon Commission- Com lotion Grand Total Incl. Commission 1,035 ,54.6T596 73,238 8.867,165 Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary. Associated Aircraft Group ("AAG"). The benefit of these soNy_Gitivolgnag4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262083 EFTA02727850 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008476-002 PAGE 3 of 14 services may be used by Buyer ui on reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with MG for two years after execution of this Agreement. Action_- Purchasing (D. McCorv!S. Iflonteiro Please inform Turbomeca that the following S76C++ aircraft s/n (760746474 750) with Turbomeca Engines was sold to the following cua tomer: Air Ghislaine, Inc. (Jat Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriae authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (S76TD6967A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot (luides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness for all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWE;, FMS, Garmin GMX 200. SDNY_Gli8/023CP3355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262084 EFTA02727851 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 17/17/07 03 12/15/08 F008S78-002 PAGE 4 of 14 Aircraft is to be flown into retorque wiadow and all retorques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customer's home base without need for retorque or scheduled maintenance or inspections. All open and/or applicable ASB's and AD's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of th,3 S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S•76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies (D. Blackmorel • Create a MyCompletion Website, username and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike — Customer Sery ce Manager (203) 416-4241 o Howard Germon —Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.0.1 • Place purchase order for (Eight) 8 de:play models with Microwest, 1312 West Coffins Ave Orange, CA 92867, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459-4424 in the amount of 82,000.00, made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurkusi DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the -Helicopter). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter). Notwithstanding anything to the contrary contained herein, during the inrformance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. sDfe_GlIaV02100358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262085 EFTA02727852 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 03 12/15/08 FOOS376.002 PAGE 5 of 14 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyers request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyers obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfor - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section III.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helcopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Buyer. Registraion of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event SDNY_GIMI1013353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262086 EFTA02727853 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 03 12/15/08 PO08478402 PAGE 6 of 14 the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the Replacement Helicopter") on the same terms and conditions as. set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter requited due to obsolescence, FAA requirements, or as a result of changes in the manufacture oz) the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Heli:opter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter at the Completion Center during such inspection and presentation, which flight shal be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services — After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article Ill. 1.d. below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Action — Enaineerina (T. McTaaaarl., Charlie Havdeni IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the ccnfiguration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification sDNY_GLA/01000358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262087 EFTA02727854 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 03 REV DATE 12/15/08 PAGE PWA NUMBER F008370-002 7 of 14 Interior General Arrangement Audio Propose' Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay fie Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew. P. Perschbacher. K. Ohrenberaer) W -HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certificaticn by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation (TAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate H1 NE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft'. Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility inholly owned and controlled by Sikorsky and approved for such manufacture by FAA. 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to tile transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive Helicopter is destroyed during :he period of such flight tests, such destruction arising from any cause whatsoever, Sikorsky shall be under no obligation to furnish a substitute Helicopter or Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. SDNY_GIN02RnaBB SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262088 EFTA02727855 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 03 12/15/08 F008476002 PAGE 8 of 14 Action — Customer Service (K. Perm, T. Wollenberg. J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turtoshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI -HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all rev sions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • Helotracni - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one•year subscription to this service. VII- TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFW) transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. SDNY_GLA/01100300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262089 EFTA02727856 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F0011-S7B-002 PAGE 9 of 14 Each of the segments is prcgrammed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In additiDn, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the De:bxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyers option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: cert fied (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1:i year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturers facility. This course is approximately five (5) days in duration. sm_GLA/M300360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262090 EFTA02727857 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-576-002 PAGE 10 of 14 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be instalkKI on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: 'Dynamic System - Two Turbomeca Arilul 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit —An Integrated Instrument Disp ay System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 2f 1 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42/i Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFISIDAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Attitude and Vertical Speed, Dual Litef AIIRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Contrcl System, Attitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 INA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backus/Safety Systems: Enhanced Greund Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Loccs — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filler sDNy_alvt)11O31162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262091 EFTA02727858 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 03 REV DATE 12/15/08 PAGE PWA NUMBER F008-576-002 11 of 14 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Br efing System 11002 Radio Tuning Units - RTU 420) 11028 Dual - Mode S Transpondersvv/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Stc/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications Sys tern, AirCell ST 3100 34053 NaviRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F wIGo Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 will 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparatior & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mointed secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, ernergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin door>, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. SDNY_GIVIV03300363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262092 EFTA02727859 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-670-002 PAGE 12 of 14 63013 Aft Facing Bench —'/. Place 63071 Bulkhead Storage Compartnr ent - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Scats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -lig 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Ligh:ed - Pilot 86002 Approach Plate Holder, Ligh:ed - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" soNy_attvonoses4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 62093 EFTA02727860 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-S76-002 PAGE 13 of 14 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (ove• metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref code 32024) 90007 GMX200 display to be installei on the right and the MFRD on the left 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit foi Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets oily. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be surface(' with coarse non-skid 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell shone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for c ibin floor. 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Customer Cabin Interior Mate leis Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90019 Do not install the 63000 maga rine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion ftibrication requiring customer approval via pre-production prototype. 90021Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. soNy_attvagnass SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262094 EFTA02727861 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 03 12/15/08 F008476-002 PAGE 14 of 14 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-0K - Baseline Production Aircraft Pa rt(s) Removal. 1100 72E 0724 9175100 Marne 6739 260 /NH Owner NOMENCLATURE ort__LstOcn st• Cos* Ton. Volvo . 7r5L .S15 4P 9250-2.05 sCRO sanonser wino, Ovrters 970 . 1• 4 SSMS.A07 ante* 1 004 00 L9M AFRO 0 ,11111s0 Cosiness Ssis 403 NW tilt 0102 aten•sr• Akre* _ 2600 4.1 ,31900-011 0.03140• stter1•21055•02 107206 197-011 SAC aarssins 011 11 WS 166.73 -4 Se 0 147 9 11311 2 POON 70 #4 .03002-011 C•0144.1 0109•07 33776-52020-04 • cur. Alley MOON 236 MO 09 a077• 4111174.0114 La‘ •1705 Inlita/1 3377o-27674-042 8 iuci ,....r. 7..33.02 t ......, 33776-57674-046 437no Pens. AVM 1.1.1ril 7.704 a 5 -at Sessess 75690-00701 •oilet ineataa PBb /6 / i 0000 111 0.710•4 67 00 ecy y irr Pies Slav sa0r4 I ins al M70-04732-'03 1 = 171•01014, stubs Ma 39.61 nil 022-0•21-016 4. 4 2 1 &WM 21:0 622-0520-007 AFRO Control Heal (CTL 92 ;rt. , 2. 1 • crs0 20 022-0523-203 asc400 922-6522-007 PSVir4 2.3.40. 63770-44352-045 Man 1 .000.41 11029 000 whorls • %Mal% - Se 261x-1270-001 SESO I p Tnansaese• I5•I aeo 3.733.373 622-5211.09* AFRO 00 Tr 0Y 900 0.00 077-00E-002 —ea . roa no 70. 406-90, 0-00, An Tr 009 0 00 977-0272-202 none , entre. 3000 4.4 2 630 00 2.02/0 09 Teal Sonic& 40,1 for isteneye Csrsa••• J.4617003-6 042217227 21022222 00/00006 > NOON 000 75 060.30 260133 We AnoldNIC•10•00. 7,1274 „ /7tat NO 7 7 l • ^OROS 474910 7/74N 06 600 00 1 0-006/00 7 00-704 Walner Reber Nearer 7.343i 10 797 00 10 717700 20120 sesseweir 744.141SuncIltnersralisor •127 1 P74N 10 0 00 10.70+.00 ~seen nest Vent 51.1.6 0 00 — Ca -4 1 Z:g Re"" C' eP. $700,4 0i2120 Duct 7•• s9014, 7.902..n 1 00 ASMO elO i 65000 . 7.57 0 00 ••• 794 A..s .3.704 1112474 , nSC, n 0.05 0 0 00 00 I _.,..E00 Tee .-42e_.:--.0 •44rs To-0000u~ 41743. 000 00 030 40 --. 00 ' w °- "nant• SSTs IC 40L23 10 Sal" 76306-07004-••- • n „st030 MAO non 7 .00 Sas/ '74N 0.74P4 000. 0.00 Qs "SRO Tubs s ,4 00 NI A 02006-0C AFRO rube 147 “-:—.1,:n 7 : i a 307-03006- 2 AFRO Two • .01040-012 AFRO .1.0014.11notri 2-041 AFRO sons Any fl ail I 919 SO a 0 0 .5- ASIMON, Any 177.7N ill, _ ACI30 Eq.., OEN 0 107 ;4 Olt W ^000 57900r/SSir 0743. 2114 71400 AFRO s-77T39/STh--4iirtsr AE09 y... Insts• 0fl 2.4.12. an •2 .,63 I es ark a 07-0]300-01- &E:3 ;C. AS II , ---- 7.--- r. eat co t ...x ea 41412 _._ 07 Z ub• sse2 0 07 76 07 ...,/kE. 70 --- 2WN ANN 713A0 SS 40 7064 - Ne.2(2--- , 4474,. AFRO ass 1"352 0 00 0 00 Samar AWE N 513 00NI EN ya 47171, Vet.. 0.147. 6 513 • STS 00 500-07000 04 ,1_2 aissrs , 44 Z12-03004 Awn° meal, OlIct Ages 1.5... • 7 An 0 r 004 MAC Me1,41 MIOn UT indiN 00 rL i076:% 61— AFRO Coesss Oen* Ia. 7414 i 212.030077W AFRO Cr/00S Overran 727477 300 21202004-061 Arm" Ost A3.22 t/gria I a NIN 1 tan 00 02004-042 SAC 900 Assy 0740 0.00 030 .3004-041 MC 000 04 SAG Duct Any 2 0744 0 0274 0 73 00 60 -040.257.010 RO 3770- -000. 08 7173 0274salivyanY CO Met II 1- 71 - -S4525-011 • 14 4 *ACA Onny_0•1114.••sessa) v. a 030 LM NACA Duct yarn saw 3WS14, 030 07r 31ACA Duct yam, Any 32071N 2.0 0 OCT P . n ., 00.0.4 3312r1 sA126" ...beg sAPO PO PAPO NAPO Vont Pens A3412 101 Vera za .,, rf . ... j _ - 120.00 053.120 fl -I- , en, rat I rni 74 - 567 65 1 43024 toys 120094 SDNY_GIUVUZIOGW56 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262095 EFTA02727862 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 1/ 18/08 F008-S76-002 PAGE 1 of 15 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S761'061 67A CONTRACT DATE 12/17/07 B.D.M. NO. C.W.A. NO. THROUGH CONTRACT AMENDMENT SUBJECT Completion of S-76C++ Aircraft 760746 (en: 286) Customer:Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: 576C++ SPEC I REV: SERIAL NUMBER: 746 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: Dec 2008 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Jul 2009 DETAIL WORK DESCRIPTION ATTACHED: Releat:e the above airaafl to the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X Period of Performance: 1 Der:err:bp 2007 thru July 2009 APPROVALS 8 ENDORSEMENTS Name Date Name Date Program Manager Cods SAAR, 1/25/08 Finance )-Z• _* 1/25/08 SDNY_GLIAIXP3363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262096 EFTA02727863 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1125108 00 in 8/08 F008-S76-002 PAGE 2 of 15 Statement of Work: This PWA authorizes the design, plannin), procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. Ths following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in. with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: Air Ghislaine, Inc. Description .Prebriticket Flighettrairrne'Sapport. Post iRtviS •rci* 'Technical PubliCations. ! .. 'ES Slandard.Tininingd.%.23tisat4iW:7',91 £':raart43 ,..COWtorneirdift1CertifrearewittkaWa. 'FIootIVIf Services • •- A C. ",P r jr=01{ 'FOCI.' Baseline 'Other-SA :OH,I::.. " Motel:Job Order„Baselinef.12 Hrs 1.6.69 rig %Or • RwA Total 26;10.6.. .• idv781 vv8S AC 746 -06 - 2.1:4"419TO*Afft AC -062 1.49.70B AC -0621 49.0C• • AC -062.1.4.9.0011u: AC-062.1149:00MS AC 062.1.49.0g ; AC 062-:1 49.0G 1/7- 306 darld'S•69.9r, 7 r.,11 97.000 161 3!350I, 151.392, 217.93 Planning pu pose,ONLY Keystone CompletiOn 2.235,040 AC-S71.1.01.2A Keystone Completion 0/H 71,521 Planning purpose ONLY Pilot Support/AC acceptance 0 CC 140 19,143 AC-S71.1.01.2C ACB 40 4,219 AC-S71.1.01.2F Engineering- Avionics 296 33.626 AC-S71.1.01.20 Engineering-Interiors 298 34.089 AC-S71.1.01.2H Engineering-Flight Sciences 100 11,549 AC-S71 .1.01.21 Management Reserve 50.000 AC-S71.1.01.2J "FOGI (Completion) 8.000 AC-S71.1.01.2K *Additional Training 38.698 AC-S71.1.01.2M 'RAG SUPPORT-VIP only(2Ohns) 106.521 AC-S71.1.01.2N 'Other-SAC OH 4.647 Planning purpose ONLY Extended Warranty 57,600 AC-S71.1.01.2R Strip List (126.058) AC-S71.1.01.2S Total Completion Commission-(Completion) Grand Total incl. Commission "- • AS74 1,035 • 2,548,596 73,238 2.991,165 Charter Time -As an added beryl' of an S 76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("MG"). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with MG for two years after execution of this Agreement. SONIY_GUVOIXP21368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262097 EFTA02727864 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 1/18/08 F008-S76-002 PAGE 3 of 15 Action — Purchasing (D. McCorv/S. Monteiro Please inform Turbomeca that the following S76C++ aircraft s/n (760746) with Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. Oct Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriate authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement ($76TD6167A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents .to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness for all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS FMS, Garmin GMX 200. Aircraft is to be flown into retorque window and all retorques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customer's home base without need for retorque or scheduled maintenance or inspections. SDNY_GIMMXP3369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262098 EFTA02727865 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 t/ t 8/08 F008-S76-002 PAGE 4 of 15 All open and/or applicable ASB's and P D's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S-7.3 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies (I). Blackmore • Create a MyCompletion Website, u tername and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Dan Dennis — Customer Service Manager (203) 416-4241 o Howard Germon -Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.O.) • Place purchase order for (Five) 5 display models with Microwest, 1312 West Collins Ave Orange, CA 92867, (714) 771-2521. -these models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GBG, The Corp Gift Source. 204 Spring Hill Road, Trumbull, CT 06611, (203) 459-4424 in the amount of 52.00).00, made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurhal DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Euyer in Exhibit A, Part 2 as part of the Completion Services. 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates Upon Buyer's request for a demonstration flight of the Helicopter. Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as SDNY_GlitvWXP33150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262099 EFTA02727866 • PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25108 00 I/IS/0S F008-576.002 PAGE 5 of 15 may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section lll.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FM Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center) via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. • 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Buyer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore iiuch functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the'Replacement Helicopter) on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of SONY_GINOn0Da60 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Erl'A_00262100 EFTA02727867 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1125108 00 ( / ts/08 F008-S76-002 PAGE 6 of 15 changes in the manufacture of the Helicopte ), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision wi;hin fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance - Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall 'oe approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject lc) Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article Ill. 1.d. below, Sikorsky shall provide to Buyer a FM return to service certification and the Deluxe Executive Helicopter shall then tie at Buyer's risk. Action — Engineering (T. McTaqqart . Charlie Hayden) IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint F:endering Paint Scheme SDNY_GMM)2XP33T32 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00262101 EFTA02727868 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 1/18/08 F008-S76-002 PAGE 7 of 15 Other 2. Amendment - For this purpose, the Buyers Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbacher. K. Ohrenberger) VI - HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by thy; U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate H1NE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft". Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production CertificatE PC-105 granted in accordance with 'FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA appoval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility wholly owned and controlled by Sikorsky and approved for such manufacture by FAA. 2. Special Flight Tests - Flight te:;t work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive Helicopter is destroyed during the period of such flight tests, such destruction arising from any cause whatsoever, Sikorsky skill be under no obligation to furnish a substitute Helicopter or Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. Action — Customer Service (K. Perry. A. Wunderlich, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. SONY_GIZNMXP3n3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262102 EFTA02727869 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 1/18/08 F008-S76-002 PAGE 8 of 15 1. Engine Warranty- The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three yeas or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turboshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI - HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Bu ter certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual. Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTM - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one-year subscription to this service. VII- TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) !Jays in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required. an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be SON7_61/NMX)133734 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262103 EFTA02727870 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1125108 00 1/18/08 F008-576-002 PAGE 9 of 15 conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. soNy_GLIAMOGAT41 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262104 EFTA02727871 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 I/18/08 F008-S76-002 PAGE 1O of 15 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit —An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system a•nd dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A C:omms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI-335() Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406•NHM w/ Satellite Frequency, Electric Door Lock t. — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SDNY_GlityMM3E6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262105 EFTA02727872 PROGRAM WORK AUTHORIZATION RELEASE DATE 1125108 REV NO 00 REV DATE 1/18/08 PACE PWA NUMBER F008-S76-002 11 01 15 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Stc/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. • SDNY_GUAMG42168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262106 EFTA02727873 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1/25/08 00 1/18/08 F008476-002 PAGE 12 of 15 63013 Aft Facing Bench —'/. Place 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RCS 80082 Engine Inlet Covers Storage (S- 76C+ +) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Aided per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" SON Y_GIMUM3'68 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262107 EFTA02727874 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1125/08 00 I / 18/O8 F008-S76-002 PAGE 13 of 15 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/adces> panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installec without the cockpit intercom capability (ref code 32024) 90007 GMX200 display to be installed on the right and the MFRD on the left 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3-4 passenger, WIwide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90019 Do not install the 63000 maga eine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. SDNY_GLM1101317.9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262108 EFTA02727875 PROGRAM WORK AUTHORIZATION RELEASE DATE 1/25/08 REV NO 00 REV DATE 1/18/08 PAGE PWA NUMBER P008-S76402 14 of 15 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. Th., parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal. SDNY_GLIVOnoSa80 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262109 EFTA02727876 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1125/08 00 I /18/08 F008-S76-002 PAGE 15 of 15 CODE SZE! ate 's'. PM 0491194 NOMENCLATURE OW Stock LOC ltd Coot Total Valve 0725 PBS 240 UronOvin P r..goateatlityetam . PS32501-55 AERO 1,964.00 irroroi CssrS,±9, 1 .7vviv/1 1 064 00 0015250.2.155 AERO EnVivro cOn0.444," I vSNIstv 003 84 093.06 0102 standard Aircraft 74001,-61000-011 flantine Orinnor 4.94 33776.621674111 SAC marking 149440 210-2 AC/3A Em Sign 9 MAN 79 36 M776-62699-011 Curtain Install 33776-52596041 SAC AFRO Cul," ANT P0014 23800 264.00 33776-67474-011 Celina install I 3394 300.00 30 .00 I 33774-57574.042 AERO Duct Assy 33775-57574.045 !PRO 0n9 P 4!,&7e￾Benet We4aM• 74500-00701-011 SAC BYRN MY SI I 3377664732.104 SAC RSV IS POOR 57.00 1.024.00 76500-00701-041 SAC Plate Any I iRecw 133453 1,336.63 33778-64732.103 SAC Oakum/ 3 POCN 75 54 236.62 Door S•Sa 4 1+002 MTU) Raffle TV/Wm Unke 672-6521-015 AFRO NAV Control Hood (C71_ 32) •.19 6.20 422.0520-007 AERO COMM COrtrol H000 (CE. 92) 2 P7411 2 +05_10 •.390.20 022-0523-203 AFRO Ta mar COnirol Head ICTL 02) 1 P74N 2 530 00 tIELSS 2.294.64 1522-0522-007 AFRO ADP Connd Mead i t47.9) 2 204.`54 33776-44352-0.15 AFRO Move0n0 Metes 2 Iv. 47i •93 .7 600,41 110213 Dual Mode II XPNOR -TOR 94 022-1270-001 AFRO TOR.00 Tranfponoge RT t PJXT4 0 733.80 0 733 OD 6224211.003 AFRO 90 Tray 1 350"fN 0604 Q00 705.00 0.00 622-6190-002 AFRO CAD 62 AC19014r 1 70000 65390/500 1 AFRO CAD 82 *MOM Tray 1 MAR4 000 000 012-0623-103 AFRO Trwwoao.r CorWel TROY I P74N 2538.00 2031600 24001 Vortictit Coed for Standby Compose 14517963-4 AFRO SNnwv Compass 1 niia 0,13 25 666.21 36005 Wx Avoldence/Swaratt R Prknue 00 7021410.101 AFRO w\440 TPA 1 1656009 19.669.00 7007700104 AFRO yVooMor Roder Indicator 1 plaN 10 707.00 10.707.00 36120 Honeywell Molt) IlynellOn Radar DietplaY (MFR. I 17007700104 AFRO WoOlnee Radar inacelor I P7414 10 707 00 10.707 00 164051 C4 Environmental System I 76600.02060.010 AFR4 NoS Vent Mated I 64497A624-1016y AFRO Mc 1 P60N 0.00 1 33 1 369 00 I 129580.2 129632-1 AFRO Dug TN AFRO Senor I $166037-1 AFRO Ts* ASSY I P7IN 1000 0.00 3166017-4 AFRO Tee 1 P741.1 0.00 oat 3214102.2 AFRO Pressure TrtollORM s P74N . 600 00 600.00 I 33/70-64210-041 AFRO Suppressor I ZST14 P7471 10407.23 0.00 10.407.23 0.00 Ir 78300-07 004-57 AFRO Tube Asa), • 76306.07004.06600 AERO Tv9.9 3 974N 000 0.00 16307-03000-941 AFRO Tube 1 P7474 Ott 04 46.64 76307.03006-071 PERO Tyro I 1' 741.1 SO VS 86.26 76307-03000-072 MR0 Tube 1 P74N 69.55 416.64 76400-01043011 AEA* Pons! IntrnIt 7C-150-0 t042.041 AFRO Panel ro sy i P7414 1 919 38 1.919.30 79300-0301 5-042 AERO Adopter ASy__ 2 P74N 151 07 362.1 14 I 76400.0)901.13 76000.07001•103 AFRO li Ms f e Penr4 6 187 00 6,187-00 i 76500-47905-103 AFRO SuPProcm` I P74N 7.814.00 7046.00 I 76800•07060-019 AERO M•at vent lesitall I— 76308.01004-867 AFRO Tube Any 1 P74N 423 42.43 I 70300-91004-008 AERO Tuoasy 1 P74IM 57 31 07.31 76307-M006-049 Tube AFROO . ..224 I 074 70 63 70.63 1 ]8307-03006.662 AFRO '8.091 Any 14 I Obloi 41 43 51.92 7030?-03036-063 AFRO Tym Any 1 07414 76,07 76 47 763.07-03000-08 4 76500-07054.043 AFRO Tube Any 1 11.7.1N 63.40 63.40 AERO Dual Aroy 1 1370M 060 000 76300-07060-04 2 AERO Adaptor As V I aRa 200 +4 23.14 00.14 I 76500-07000-104 ]6500.0]000.104 AFRO V 5743 e• (IN 4.613 03 6.613.00 76500-07060-102 AFRO Adaptor 1 MON 890 00 987.00 /3110.00 202 907.00 1 2.03004-044 AFRO Meal DLel Mey I 57414 78212.03004.043 SAC 0,0 4 "Snarl P141i 000 0.00 76212-01010-10 1 AERO COONNI Delro 0%41 1 57414 0.00 POO 76212.03005101 AFRO Co6.4•1000646 DIM 1 P7414 0.00 0.00 1029.00 0.00 76212-03004.051 AFRO _....Duct Any. Upper UN 1 P749 1,02:Z 762+2-03004-042 SAC Oval Any 1 Proll 70212.02004.04 1 Duct 1 57.114 03 0.00 711500-07512.042 ral Any 4 wMN 000 040 33774440443.019 'we- e4 oje-o• 1 AFRO 1it8 Metell AFRO SwIf^ Em AnY LH I PMN 0.00 0.00 33776414626-0119012 H S I. NACA Deer Vents (Removal) •Vvroi O3 0.00 1482-03 SAC-R $0 14 LH NAGA Duct Vairo ASS 1 F ---- 1457-04 SAC/ 50R RH NAC-A. !TM YON; Any 1 1.44v 0 00 000 70207.01150-101 A080 Panel • PISCS.. Joy PAP° PAPO PAPO 101101 AERO V•.4 Penei Aanv 1 PAPO 1613.02 AFRO VON Penal Any Tr PAPO PAPO 85012 000•srosik Map Lights 82405 EX) AAFRO 0010ser 443.10 +5-0007-127 AFRO Grimes Utility LIMA 2 Plot 3673 1,136.24 —.. Total 126,068 SDNY_GLIVOIXIS380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262110 EFTA02727877 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2006 01 10/14/2008 F008-S76-002 PAGE 1 of 14 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER 376TC/6167A CONTRACT DATE 12117/07 THROUGH CONTRACT AMENDMENT 1 Date: 10/14/2008 B.D.M. NO. C.W.A. NO. SUBJECT Completion of S-76C++ Aircraft 760746 771 (eff: 246 311) Customer: Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: STEC+. SPEC I REV: SERIAL NUMBER: 746771 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: -Dire-2006 June 2009 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: M-2000 Nov. 2009 DETAIL WORK DESCRIPTION ATTACHED: Release the above aircraft to the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Revised to reflect change in serial number and presentation date per Amend. WI X Period of Performance: December 2007 thru July-2009 November 2009 APPROVALS & ENDORSEMENTS Program Manager Name Cork Smits Date Name 100/08 Finance frank a. 41fisinvies Date 10122/08 SDNY_GLIV01021382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262 II I EFTA02727878 PROGRAM WORK AUTHORIZATION RELEASE DATE 10/22/2008 REV NO 01 Statement of Work: • REV DATE 10/14/2008 PAGE PWA NUMBER FOOS-S76-002 2 of 14 This PWA authorizes the design. planninc, procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: Air Ghialain°. Inc Description Green Aircraft Manufacture For internal use only Hrs PWA Total 5.901,000 Fir. -t atato•SSupposg sae Atrois..iVairit5.1 . a I a a- 8),Si Vds'.0.stckava.ritcaAtWesitiftale 1 .0e.e.ti. FC) [$e, ices aseli 1NBS AC 771 AC -070.1.18.18 Wattet6:010E419M..t ateets: 9 gem tlllll►e'€TtJ Snril ii.e. asp. IINISMOB.i2.4161B. wiretc-atowsivremccaom MINIMBIEVInal iintiZT7r1ISil • 0 . tTMELT-ittreAtiesctletattirtRA• Commission- Baseline oft ',VW, :01=ritrOlie. 217.939 affsmasour.zoltizelmi inairSIUDIP.OrtOc.s.Z2908ita Keystone Completion 2.235.040 AC-S71.1.01.2A Keystone Completion 0/H 71.521 Planning purpose ONLY Pilot Support/AC acceptance ( CC 140 19.143 AC-S71.1.01.2C ACB 40 4.219 AC-S71.1.01.2F Engineering- Avionics 296 33.626 AC -571.1.01.2G Engineering-Interiors 298 34.089 AC-S71.1.01.2H Engineering-Flight Sciences 100 11,549 AC -S71 .1.01.21 Management Reserve 50,000 AC -S71 A .01.2J 'FOGI (Completion) 8.000 AC-S71.1.01.2K "Additional Training 38,698 AC-S71.1.01.2M •AAG SUPPORT-VIP only(20hrs) 106,521 AC-S71.1.01.2N 'Other-SAC OH 4.647 Planning purpose ONLY Extended Warranty 57,600 AC-S71.1.01.2R Strip List (126.058) AC-S71.1.01.2S otal! p .874 257 W8;596' CornmIssion4Compietion) Grand Total incl. Commission 1,035 73.238 8,892,185 Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group (-MG"). The benefit of these SD NY_G IttCP3383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262112 3113:61oll EFTA02727879 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10122/2008 01 10/14/2008 F008-576.002 PAGE 3 of 14 services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (D. McCory/S. Monteiro Please inform Turbomeca that the following S76C++ aircraft s/n (76074-6 771) with Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriate authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (S76TD61ii7A): NONE Additional Requirement for Completion Center The completion center is responsibla for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness lor all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS. FMS, Garmin GMX 200. SDNY_GIMXP3384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262113 EFTA02727880 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008.576-002 PAGE 4 of 14 Aircraft is to be flown into retorque win iow and all re orques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customer's home base without need for retorque or scheduled maintenance or inspections. All open and/or applicable ASB's and AD's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S-76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies (D. Blackmore • Create a MyCompletion Website, username and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike — Customer Service Manager (203) 416.4241 o Howard Germon —Regional Sales (203) 267-7208 Action - M. Mariotti (should be charge to an expense P.O.) Place purchase order for (Eight) 8 display models with Microwest, 1312 West Collins Ave Orange, CA 92867, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from Gl3G. The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459-4424 in the amount of 52,000.00, made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurkusl DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S.-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A. Part 2 as part of the Completion Services. SONY_EIMXP3388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262114 EFTA02727881 PROGRAM WORK AUTHORIZATION I RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 5 of 14 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage. corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section III.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut. to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Buyer. Registra ton of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and Et Buyer's expense, take all required action to remove any such interest or other encumbrance Dr) the Helicopter in connection therewith. 5. Risk of Loss - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event SON Y_GIMIXP3386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002621 IS EFTA02727882 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 6 of 14 the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as ;et forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision witin fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruclion of or damage beyond economic repair to the Helicopter, which notice shall include the prDjected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance - Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services — After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of be Completion Services Final Payment pursuant to Article Ill. 1.d. below, Sikorsky shall provide to Buyer a FM return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Action — Engineering (T. McTaggart , Charlie Havdeni IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification sDNY_GIAM3d3CP33815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262116 EFTA02727883 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008S76-002 PAGE 7 of 14 Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky'f. additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbachei, K. Ohrenberoeil VI HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration (°FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate HINE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft" Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificata PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility wholly owned and controlled by Sikorsky and approved for such manufacture by FAA. 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVII.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. SOtiv_GIMMXP3388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262117 EFTA02727884 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008S76-002 PACE 8 of 14 Action - Customer Service (K. Perri, A. Wunderlich, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyers remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turtoshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI -HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer is3 the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Burs with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operatonal and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracT" - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one. year subscription to this service. VII - TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall mak? available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. SDNY_Glitvt$2:03389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262118 EFTA02727885 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10122/2008 01 10/14/2008 F008S76-002 PAGE 9 of 14 Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a :ommercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. SDNY_GIMMXP3390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262119 EFTA02727886 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008478-002 PAGE 10 of 14 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been Selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin - A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42P Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6' Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef Al-IRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords. Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI.335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidan•;e Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filtiar SONCGIOND2XP3390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262120 EFTA02727887 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008S76-002 PAGE 11 of 14 PART 2 DELUXE 'EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 33511 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/GO Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66E, 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin flcor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and.Removal of unused tie down fittings. SONY_GiMXP32192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262121 EFTA02727888 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-676-002 PAGE 12 of 14 63013 Aft Facing Bench —'/. Place 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Eay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage IS-76C4-9 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forwarcl Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" sorw_GIVIDI103393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262122 EFTA02727889 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 13 of 14 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (ovor metallic) 90003 Replace exterior fairing/acce 55 panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref. code 32024) 90007 GMX200 display to be installed on the right and the MFRD on the left 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit fcr Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be >hortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 30013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. SD NY_G BOWS; SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026/ 123 EFTA02727890 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10114/2008 F008-S76-002 PAGE 14 of 14 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal. COMM 0725 Option POEM . PM Cony NOmaticiairions ore OtoM toe 3PrPo, 3worp ino Cow Tete. V.N. 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Any I i.a 1 0 1 -02 Z2 v4r4 Poop Any 58Th Po PO • MPO cmppr 4 1.27M 1 2095 400.00 105012 C1•••••••13 04.91.1.748 PERO 0-Ornos Qopy tarn 2 7.74N 667.63 1 MIS* I 1 426 one SONV_GLIWZIOS21115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262124 EFTA02727891 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/712008 02 11 /7/08 F008-S76-002 PAGE 1 of 14 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER 8761'1)6167A CONTRACT DATE 12/17/07 THROUGH CONTRACT AMENDMENT 2 Date: 11/3/2008 B.D.M. NO. C.W.A. NO. SUBJECT Completion of S-76C++ Aircraft 760746 771 (eff: 286 311) Customer: Air Ghislair*, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: 576C++ SPEC / REV: SERIAL NUMBER: 746771 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: -Dec-2048 June4009 Dec 2008 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Jo1-2009 Nov.MB Sep. 2009 SCHEDULED DELIVERY DATE COMPLETION SERVICES: Jul-2009 Nov-2000 Sep. 2009 DETAIL WORK DESCRIPTION ATTACHED: Release the above aircraft to the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Revised to reflect change in serial nur ter and presentation date per Amend. #1 X 2 Change in presentation and delivery dates X Period of Performance: December 2007 thru July-2009 September 2009 APPROVALS & ENDORSEMENTS Name Date Name Date Program Manager Chris Jitoritas 11(7/08 Finance ...frank eq. ilVisiewies 11/7/08 SDNY_GICAAJZPX296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262125 EFTA02727892 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1 11/712008 02 11/7/08 F008-S76-002 PAGE 2 of 14 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone 5.76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: Air Ghislaine. Inc. Description Green Aircraft Manufacture For internal use only Hrs PWA Total 5.901.000 WBS AC 771 AC-O7O.1.18.18 s.113 rod SA etrasver.estadlet, 1117111. SWAMI worztorace:oorioxes.im Mr.7$7-07.8EVIr.419Xots= fl iffW-tori2tUrABi l seceliczoociramaga azarasourzona fletarzcz61-APPISSE arnoaocintamsGm SRIa u , .a4O. . tajkl..Ata PZsi d~114a in u.9 itt4..- I FIG. c,ic9st y;0-leas Total Job Order Baseline 161 arl a Fir 151.392 ommission- Baseline 217,939 Keystone Completion 2.235.040 AC-S71.1.01.2A Keystone Completion O/H 71.521 Planning purpose ONLY Pilot Support/AC acceptance @ CC 140 19,143 AC-S71.1.01.2C ACB 40 4,219 AC-S71.1.01.2F Engineering- Avionics 296 33.626 AC-S71 .1 .01 .20 Engineering-Interiors 298 34.089 AC-S71.1.01.21 -I Engineering-Flight Sciences 100 11.549 AC-S71.1.01.21 Management Reserve 50.000 AC-S71.1.O1.2J 'FOCI (Completion) 8.000 AC-S71.1.01.2K "Additional Training 38.698 AC-S71.1.O1.2M 'AAG SUPPORT-VIP only(20hrs) 106,521 AC-571.1.01.2N "Other-SAC OH 4,647 Planning pur se ONLY Extended Warranty 57.600 AC-S71.1.01.2R Strip List (126.058) AC-S71.1.01.2S Total Completion Commission-(Completion) Grand Total incl. Commission 874 1,035 2,548.596 73,238 8,892,165 Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("AAG"). The benefit of these SD NY_G ItA/01O13138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262126 EFTA02727893 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/2008 02 11/7/08 F008-S76-002 PAGE 3 of 14 services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (D. McCorv/S. Monteiro Please inform Turbomeca that the iollowing S76C++ aircraft s/n (760748 771) with Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriate authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (S76TD6167A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness for all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS, FMS, Garmin GMX 200. SDNY_GINOM6388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262127 EFTA02727894 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1117/2008 02 11/7/08 F008-S76-002 PAGE 4 of 14 Aircraft is to be flown into retorque window and all retorques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customer's home base without need for retorque or scheduled maintenance or inspections. All open and/or applicable ASB's and AD's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S:76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies CD. Blackmorel • Create a MyCompletion Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike - Customer Servii:a Manager (203) 416-4241 o Howard Germon -Regional Sales (203) 267-7208 Action - M. Mariotti (should be charge to an expense P.O.1 • Place purchase order for (Eight) 8 display models with Microwest, 1312 West Collins Ave Orange, CA 92867, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration numbly. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GBG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459-4424 in the amount of 52,000.00, made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurkusj DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. SONY_GithiMXP3399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1262128 EFTA02727895 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/200E 02 11/7/08 F008-S76-002 PAGE 5 of 14 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section III.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Buyer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loss - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event soNv_GIN01130480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262129 EFTA02727896 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/2008 02 11/7/08 P008-876-002 PAGE 6 of 14 the Helicopter is lost or destro 'ed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's iroduction sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in th . Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter requir due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision w thin fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance - Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article III. 1.d. below, Sikorsky shall provide to Buyer a FAA retum to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Action — Engineering (T. McTaggarl , Charlie Hayden) IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification sDNY_GIM2300400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262130 EFTA02727897 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/2006 02 11/7/08 F008-576402 PAGE 7 of 14 Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose. the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky':; additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbacher, K. Ohrenbergeri VI - HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate H1NE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft'. Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility wholly owned and controlled by Sikorsky and approved for such manufacture by FAA. 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Heicopter or the Deluxe Executive 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 suct delay. In the event the Helicopter or Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. SONV_GIETA)23021402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262131 EFTA02727898 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/2008 02 11/7/08 F008-S76-002 PAGE 8of 14 Action — Customer Service (K. Per , A. Wunderlich, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turboshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI -HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractor:; in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTM - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one•year subscription to this service. VII - TRAINING PROVISIONS 1. Initial Pilot Training Service:; - With each Deluxe Executive Helicopter sold and \delivered hereunder, Sikorsky shall makia available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. soNY_GLM)2XP3403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262132 EFTA02727899 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/2008 02 11/7/08 F008-S76-002 PAGE 9 Of 14 Each of the segments is pro 'rammed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In additicn, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate nelicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered nereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: cerliCied (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. SDNy_GLIvt)21013404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262133 EFTA02727900 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 11/712008 02 11/7/08 F008-S76-002 PAGE 10 of 14 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System IDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator. Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, r Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SDNY_Gilifv02M40111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262134 EFTA02727901 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PPM NUMBER 11/7/2008 02 11/7/08 F008•S76002 PAGE 11 of 14 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Shi/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Gc,Around Switch wired to the Collective 36044 Lightning Strike Sensor - LS2: 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 668 37025 TCAS I TANSI Display, Dual ••IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Fini;h 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. SDNY_GIM13034496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262135 EFTA02727902 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1117/2008 02 11/7/08 F008-376.002 PAGE 12 of 14 63013 Aft Facing Bench — % Place 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - I.H 80002 Boarding Step, Retractable -F:H 80082 Engine Inlet Covers Storage (S-76C+4) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED ' ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighled - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" SONY_Git6t230126606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262136 EFTA02727903 PROGRAM WORK AUTHORIZATION j RELEASE DATE REV NO REV DATE PWA NUMBER 11/7/2008 02 11/7/08 F008-S76-002 PAGE 13 of 14 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (•ef code 32024) 90007 GMX200 display to be installed on the right and the MFRD on the left 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No attic r controls, volume controlled via iPod device 90010 Audio input jack in cockpit fo • Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets cnly. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3-4 pi•.ssenger, W/wide single fold down armrest for right hand passenger. Armrest shall be s hortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cel phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Customer Cabin Interior Materials Customer Furnished Material; (Leather, Carpet, Sheepskin, 'anel Covering) Custom Upholstery Work 90019 Do not install the 63000 maw zine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. SD NY_G let/0DCP31O8 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262137 EFTA02727904 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 1117/2008 02 11/7/08 F008-S76-002 PAGE 14 of 14 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 • Baseline Production Aircraft Part(s) Removal. COON Oprilon Neon. Pere Own*, NOMENCLATURE Ore __1_ I *Ma _LOC IIINI_Cont_ Teta. MAN 1=00 ono 000 No we -m.6 •••• •• nett? 0 el. P09260-••=0 novo 0 0 • 1•• CoNems• 3w066 104 CO P072200.2-410 "CPO Onenng Cerecne 1 iN4/091 603 0.3 0102 eleatilerill Allenaft 7/41C421.4740004111 ••••1179 Innate. Packne• j4776-621074211 SAC Monona 1.744•0 r 260.2 AC/ILA 4741 79134 2 1142014 79 30 1410.73 3:37704320100-011 iAC CM•1016 inn.. 34770- 22104904 1 pac On ROOM 200 00 300 OD 41900 00.040 Mang. • 40770-470M.011 3, 0 , 717674-042 PO 000t4env 1 29TH 20000 MO 50 o Proo *no I le74•4 7 703 02 7 PM 02 anon we0314114 n a. ;:o7grlati 20001. Metal Er. 237 70-0•731-1VS IN 10 = I lie 1 1:00 00 7.5300-0 SAC 09•14 Any • 1.330793 33.776-04722-103 SAC 00149904 P0541 —70.04 230.02 over Seal. 4 _ 2 190 To 3 190 10 14002 11•71.1) noel. Tunano 0.161t• 2— 07491 197•14 632.0021- 941 n C11._29.) 022-6320-007 Nen0 CONN come Nem I CPI. 021 2 C 422-4527-203 _ERO Tranamacm Central 91.400 MT. 03) 4 197414 2 030 00 2.0.20.00 022.0422-007 AO- C017101 91400 7 13749. 2 204 04 2.204.04 MITA r — I-- 2,770.442412.040 I•C• ecao 19101016972 0491n a 197•N .1.3 , 7 000..4 Choy Mote II MINOR 47.• TOR•9O T• T • 0 00•4 • 751 40. 6,73.2 90 1 gr. 0 00 9 00 022-661:214 " -- ,ratrATAr4040, ON 705 00 70..00 PO • I POOH 0741.• OOO 000 igit-, "l ig RO___ 7A1Vere".0•• Can194 91446 I 2 e4090 2.03000 34001 V•91.011 Ce.e fee nanny co pot 21 040.26 30055 We Aninwa•••••ect• Mader 042 o 1,51•Mbw CeNem• .,,. qr4 • 11.4num 7021400-40i AGRO w)440 YAW 7 77 1 ^too woes.« atop.... 19000069 1 ;LIN" 3 ig? st 3 =V 911917419.400 MIAS amneVerp name 01selay (10191 /4007700.104 ACRO W500I R•049 0420•039 I P7494 10 7O7.OO 1O.7OP.OO 0•001 CO enyleanmerilal M4•94 700004170004110 01 Vent Innen 0.7-407A424-40113 A 0 R•0094104 1 0 00 120600-3 ACRO Duct Tee t= i 30tMCC 1•65d00 120432.1 47.000 Arm. • MAN 7.070.00 >+94032-1 .4600 7.0 any . 1 mos 0"50 3+94032-4 nIZAZ 1 1•7••• 0"0O 0.00 2141 *IRO 4.4744‘47,1211AMme• Mori 40 900 *00.00 377 • • RO 72••••••••sc• • MM. 10407 23 10.4.07.10 7 7 PO nits Amy 1 ..,.., 000 0.00 • A Type 3 P74N 0 CO 060 76307.03.000.0•7 MIRO Tube P74.. 0004 76307.060067071 5O moe P7414 *0 24 00.40 • 7-0 72 RO Type 1 P7444 56 56 0*... 1 •'0 .20 ;Leila/11 I • EMP Any I 766 Z7076.042 Atte 4 r744",.., 111.1 , 000-079.01.193 g • PERO v ote 1 0 4 094 9 7 V.4.1 I 7 05- IOS 3,0479•4110r P7 An. 7 14-04 >Q3 ITO -11! • A Plan • 43 1 a8! 20 • Any 7639 - SO 9 32O ;la. ; l ac AMY 4 li PP71:4:N :4 70307-03000-002 Moe Any 57 62 MAO 70307-03000.003 ACRO Tue... Any I 0/94 76 67 71.67 I 70307423006-00.4 ACRD fl ee As .37474 03 40 03 40 I ;:g=1;31C:::: 1 RO CNN Amy 1 07091 000 4•415••• MO 1 07414 200 14 2°0 ••• 70500-07000-404 ra Pee. 1 P7491 0 013 00 0019.00 .79500-070997192_ AMMO A0.127109 ROOM 090 00 MO 00 7 1 pa Plan 7 eieel Pp.-M• • P74N 000 0.00 , I / ; 070140100,93.0 040I 1 P74•4 0.00 0.00 I 76 009 99 0•673.t DSO 1 Plan 000 0.90 7621 4 UCW 1./H I 74r4 1 02ge ,..1..... I 702 12-03004- 042 134/44 neAn ; I 0744.4 1654.4 OSO I 7021?-93004-041 = CVO AM. 1 0.00 70500-07512-042 SAC Any 1 0- 00 0.00 33770-640•0•010 AIZRO Mel inet•• 6.4•20 Oen M.,. 7,74 ANN 000 0.00 it;zzlni::,...., ...a.° RAC* Der yame 0 199rneva.) 1442-03 anC4P5OP 7_74N...on Duet Valle Amy 3vvieN 000 0.00 1402.04 SAC/POOR PH N...C.• Dust 9014.9 AnY 1 37Y19N OOO 0.00 17 HERD •••• • POGO Amo 119400 V.004 P.0464 A7 1 35Te4 onoO PAP., 17j -41130-40, I - 6 1701 RPM MO 3STN 35714 PflPO 12O 06 P4.00 • ____ a taa3r. . • NOM 66612 Oenease* Moo 6-1•••••• I 11144:19.. • 4 4 r0 Lire_ 1 130.20 L-- _ 1V.4900 SDNY_GlaM)23CP3409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262138 EFTA02727905 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/ I 5/08 F008-576-002 PAGE 1 of 14 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER I C.W.A. NO. S76TD6167A CONTRACT DATE 12/17/07 B.D.M. NO. THROUGH CONTRACT AMENDMENT 2 Date: 11/3/2008 SUBJECT Completion of S-76C++ Aircraft 760746-7-74- 750(eff: 286341-290) Customer: Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: S76C++ SPEC I REV: SERIAL NUMBER: 746 73* 750 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: -Des-24011 June 2000 Dec 2008 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Jul-2049 Nev, 2808 Sep. 2009 SCHEDULED DEUVERY DATE COMPLETION SERVICES: Jul-2000 Nov-2009 Sep. 2009 DETAIL WORK DESCRIPTION ATTACHED: Reins : the above Small to the Keystone Completon Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Revised to reflect change in serial number and presentation date per Amend. Itt X 2 Change in presentation and delivery dates X 3 Change in tail number X Period of Perkemence: 1 Deoernber 2007 thru Jely-2009 September 2009 t PPROVALS 8 ENDORSEMENTS Name Date Name Date Program Manager OM jests 12/16108 Finance frank ,c4. tWisiewies 12/16/08 soNy_GilaVol300490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262139 EFTA02727906 PROGRAM WORK AUTHORIZATION {RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 FOOS-SU-002 PAGE 2 of 14 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed n the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Complet on Center agreement. Total Budget: Air Ghislaine, Inc. Description ere° Alror.k antraetOr 'lot frAt, on /y ere-To c oaEl oath-Rost a nr4Su Ont 1 8:111 12ostIFEIXSTearritleS talieobnIcalilZubilcatIons ol rig iienro . iftiSectlfica 6F.loel Nlgt Se ail es rt.COTCilibn : ttOtnier..SrIkCret.l agai Pa. ZQrder no • OmmisSlon= Baseline Hrs PWA Total rsilimermin 26,1 16 10306 WBS AC 771 trat" purpose n zrew0.6241ProrMicrAMIS WIllOre.'10:6241r4.01r0B1111M 0.6 241,49.T.03EM INI MMIT3SriETM 000 VirOf070241P.W9Y0D= W er-106241K4:970 naritTi3: 1,271 INIIIIIIIMIONIISafi01 313501 1 tif3:9-21 r 2in 93-0 fige'..100.241F.W07:01 a reeitiszvorts:9TaGa allaiarmingTpurpostdONeCila Keystone Completion 2,235.040 AC-S71.1.O1.2A Keystone Completion 0/H 71,521 Planning purpose ONLY Pilot SupPOrVAC acceptance eg CC 140 19.143 AC-S71.1.01 .2C ACB 40 4.219 AC-S71.1.01.2F Engineering- Avionics 296 33,626 AC -371.1.01.20 Engineering-Interiors 298 34,089 AC-S71.1.01.2H Engineering-Flight Sciences 100 11.549 AC-871.1.01.21 Management Reserve 50,000 AC-S71.1.O1.2J "FOCI (Completion) 8,000 AC-S71.1.O1.2K "Additional Training 38.698 AC-S71.1.O1.2M -AAG SUPPORT-VIP only(2Ohrs) 106,521 AC-S71.i .O1 .2(NP -Other-SAC OH 4,647 Planning tourpoSe ONLY Extended Warranty 57.600 AC-S71.1.O1.2R Strip List (126,058) AC-S71.1.01.25 rota e lotion Commission-(Completion) Grand Total Incl. Commission 2T5W8i5:9:61 73.238 1,035 8.867,165 Charter Time -As an added bencit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("MG"). The benefit of these SDNY _G IW0 2XP2I4 CD SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262 140 EFTA02727907 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008,576-002 PAGE 3 of 14 services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with MG for two years after execution of this Agreement. Action — Purchasing (D. McCorv/S. NIonteiroi Please inform Turbomeca that the following S76C++ aircraft s/n (760746474 750) with Turbomeca Engines was sold to the following customer. Air Ghislaine, Inc. (Jet Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriato authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (S7611)61,37A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness For all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS, FMS, Garmin GMX 200. SON Y_G Ittv1)23CR3402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262 I 4 I EFTA02727908 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-S76-002 PAGE 4 of 14 Aircraft is to be flown into retorque win low and all re orques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customers home base without need for retorque or scheduled maintenance or inspections. All open and/or applicable ASB's and AD's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S-76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies D.Blackmore • Create a MyCompletion Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike — Customer Service Manager (203) 416-4241 o Howard Germon -Regional Sales (203) 267-7208 Action — M. Mariotti (should be chance to an expense P.O.1 • Place purchase order for (Eight) 8 display models with Mlcrowest, 1312 West Collins Ave Orange, CA 92887, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GlIG, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459-4424 in the amount of 32,000.00, made out to Attn: Mr. Lary Visoski Action - Program Manager (C. Shurksls DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. SDNY_GIUMJITIX5563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262 142 EFTA02727909 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 03 12/15/08 F008-S76.002 PAGE 5 of 14 2. Presentation of Helicopter I )r Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility) on the Scheduled Presentation Da:es. Upon Buyers request for a demonstration flight of the Helicopter, Sikorsky shall cond ict a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyers obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specification of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section lll,1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Cornecticut, to Sikorsky's designated completion center (the "Completion Center) via ferry fl ght. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Sik )rsky to registration of any interest in the Helicopter or its engines shall be subject to a nong 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 Buyer. Registraton of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and al Buyer's expense, take all required action to remove any such interest or other encumbrance c n the Helicopter in connection therewith. 5. Risk of Loss - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance: of the Completion Services. In the event that the Helicopter is damaged or the functional ty is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds fcr such repair shall be paid directly to Sikorsky. In the event soNy_ativonagn SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262143 EFTA02727910 • • PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-S76-002 PAGE 6 of 14 the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's pi oducfion sequence (the "Replacement Helicopter) on the same terms and conditions as ≤.et forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter require] due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5 Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall De approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject 'o Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services — After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of :.he Completion Services Final Payment pursuant to Article III. 1.d. below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Action — Engineering (T. MoTaqqart , Charlie Hayden) IV - CONFIGURATION FINALIZATION Finalization Dates - The parties acknowledge that, the Helicopter/Deluxe Executive Helicopter configuration set forte in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the co ifigurafion by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft Systeri Specification SDNY_CLIV0IXIIMINI SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262.144 EFTA02727911 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 FOOS 476-002 PAGE 7 of 14 Interior GenerE I Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbachr. K. Ohrenbernerl to HELICOPTER RELATED PROVISIONS 1. Type Design and Productior.' Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA') under Federal Aviation Regulation (WAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate H1 NE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft". Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility wholly owned and controlled by Sikorsky and approved for such manufacture by FAA. 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 suer' delay. In the event the Helicopter or Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. SDN Y_G W1)23013406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262 I 45 EFTA02727912 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE Pt/AMMER 12117107 03 12/15/08 P008-878-002 PAGE 8 of 14 Action - Customer Service (K. Perry, T. Wollenberg, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turbc•shaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI HELICOPTER RELATED PROVISIONS 3. Publications - With each Doluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sik pi-sky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electroiic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Intern at access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and nspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • Helotraem - With each I- elicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one-year subscription to this service. VII - TRAINING PROVISIONS 1. Initial Pilot Training Service; - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall mak ?. available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules (1./FR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. SD NY_G Let/ODCP34015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262146 EFTA02727913 PROGRAM WORK AUTHORIZATION -1 RELEASE DATE REV NO REV DATE MA NUMBER 12/17/07 03 12/15/08 F008476-002 PAGE 9 of 14 Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each me;hanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - 'Nith each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. 1 ste_GLWIDIV343498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262147 EFTA02727914 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F000476-002 PAGE 10 of 14 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nan, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with wo 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Maste• Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Brie.ing System - PBS 250 packun/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Navl/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidan'e Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Fitter SDNY_GlityMXP3409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262148 EFTA02727915 PR DGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-S76-002 PAGE 11 of 14 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ACDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders vi/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (StaBose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav1LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Prunus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, 8 Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep 8 Fininh 50012 VIP Exterior Paint Preparation 8 Finish INTERIORS _ . 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin don, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin (Icor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates ratings for all Opera Windows and Removal of unused tie down fittings. soNy_ativonowe SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262149 EFTA02727916 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008-S76-002 PAGE 12 of 14 63013 Aft Facing Bench —'/. Place 63071 Bulkhead Storage Compartmeit - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Eizty Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Cortrols Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -R 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Cetector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON' 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Acceleronieters Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" Or 87002 Annunciator - "WIS Heat On" soNy_Guvonomn SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262150 EFTA02727917 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 03 12/15/08 F008476-002 PAGE 13 of 14 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master Oh/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (ove metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from c enter cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref code 32024) 90007 GMX200 display to be installei on the right and the MFRD on the left 90009 Audio input jack in cabin for 'pod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3-4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangers located at ci!iling level above all 8 cabin seats against forward/aft bulkheads 90017 Customer Cabin Interior Materials Customer Furnished Material:; (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. SD NY_GLUDIICP3422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262151 EFTA02727918 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 03 REV DATE 12/15/08 PAGE PWA NUMBER F008-576-002 14 of 14 Strip List: Removal of the baseline Production Airenift parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These Farts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal. 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PeN0 4044/ 1 09774 PAI? 101007 APR° vent Pon nay WIP.- P AP° 02406 APR° Ou•eier el 1 • 96 AN 60 Iairfa ...........k ram twin. sum 11014007.127 9 4Noee iv ceps 2 Pt._ 60703 1,106 26 Tel 120066 SDNY_GL1VOn00423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262152 EFTA02727919 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 1 of 14 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76TD6 I 67A CONTRACT DATE 12/17/07 B.D.M. NO. C.W.A. NO. THROUGH CONTRACT AMENDMENT 1 Date: 10/14/2008 SUBJECT Completion of S-76C4-1. Aircraft 760746 771 (eft: 288 311) Customer: Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: S760++ SPEC / REV: SERIAL NUMBER: 746771 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: -Thic-2006 June 2009 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Jul-2400 Nov. 2009 DETAIL WORK DESCRIPTION ATTACHED: Releasi the above aircraft lo the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Revised to reflect change in serial nu nber and vesentation date per Amend. 01 X Period of Performance j December 2007 thin July-2009 November 2009 Program Manager APPROVALS /I ENDORSEMENTS Name Date Name Chris jhurhus 10)20/08 Finance frank p4. ()Visit:win Date 10/22/08 SD NY_G LetV02:03424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262153 EFTA02727920 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10122/2008 01 10/14/2008 F008.576.002 PAGE 2 of 14 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive Trop configuration at the Keystone 5-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: Air Ghislaine, Inc. Description reen Aircraft Manufacture For Internal use only Hrs PWA Total WBS AC 771 Ircee - ‘.tfirsolf, w..iv.Exuawsz, Commission- Baseline Keystone Completion 2.235.040 AC-S71.1.01.2A Keystone Completion 0/H 71,521 Planning Purpose ONLY Pilot Support/AC acceptance a CC 140 19,143 AC-S71.1 .01.2C ACB 40 4,219 AC-S71.1.01.2F Engineering- Avionics 296 33,626 AC-S71 .1 .01 .2G Engineering-Interiors 298 34.089 AC-S71.1.01.2H Engineering Flight Sciences 100 11.549 AC-S71.1.01.21 Management Reserve i 50.000 AC-S71.1.01 .2J •FOGI (Completion) 8,000 AC-S71.1.01.21< 'Additional Training 38,698 AC-S71.1.01 .2M "AAG SUPPORT-VIP only(20hrs) 106,521 AC-571.1.01 .2N Other-SAC OH 4,647 Planning purpose ONLY Extended Warranty 57.600 AC-S71.1.01.2R Strip List (126,058) AC-S71.1.01 .2S Tote( Completion Commission-(Completion) Grand Total Incl. Commission 5.901.000 AC -070.1.18.18 61 To., A 1 ® rare:sm. Kostrasvmemou SiiTarit63211M9XOTAMI asworousexiza IlIaeltaeraMaDfoXriainl IM WETI.f6.171r 2 „OA° 161 IMPIeSiv:6aritisAci..%= ffi.18-315.01 151,392 217.939 rill?Ustede 874 1,035 2.548:596 73.238 8,892,165 Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("AAG"). The benefit of these SDNY_GLIVIDD0G425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262154 EFTA02727921 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-876402 PAGE 3 of 14 services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (D. McCory/S. Monteiro) Please inform Turbomeca that the following S76C++ aircraft s/n (760746 771) with Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriate authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (S76TD6167A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness for all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS, FMS, Garmin GMX 200. SDNY_Gitivt)2XP3426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262155 EFTA02727922 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER I 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 4 of 14 Aircraft is to be flown into retorque window and all re orques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customers home base without need for retorque or scheduled maintenance or inspections. All open and/or applicable ASB's and .ND's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S-76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies (D. Blackmore • Create a MyCompletlon Website, usemame and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike — Customer Service Manager (203) 416-4241 o Howard Germon -Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.O.} • Place purchase order for (Eight) 8 display models with Microwest, 1312 West Collins Ave Orange, CA 92867, (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GI3G, The Corp Gift Source, 204 Spring Hill Road, Trumbull, CT 06611, (203) 459-4424 in the amount of 52,000.00, made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurkus DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the -Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe E Kecutive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by l3uyer in Exhibit A, Part 2 as part of the Completion Services. MCGINN:0342E SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262156 EFTA02727923 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 5 of 14 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky destgnated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section III.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, without the prior written consent of Sikorsky, shall neither register nor consent to the ability of any perion 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 know 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 Buyer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event SDNY_GI/M)2:O3428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262157 EFTA02727924 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008•576-002 PAGE 6 of 14 the Helicopter is lost or destrared or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shill have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance - Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Ricility. Buyer shall evidence its acceptance of the Completion Services by executing a Certricate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Serviges Final Payment pursuant to Article Ill. 1.d. below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Action — Engineering (T. McTaggari , Charlie Hayden' IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification sDN v_GIM23CRI429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262158 EFTA02727925 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 Fo08-S76-002 PAGE 7 of 14 Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose. the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbacher,K. Ohrenberoerl VI - HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate HINE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft". Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility wholly owned and controlled by Sikorsky and approved for such manufacture by FM. 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive Helicopter is destroyed during thi≥ period of such flight tests, such destruction arising from any cause whatsoever, Sikorsky shall be under no obligation to furnish a substitute Helicopter or Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. SDNY_GIMMXP3430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262159 EFTA02727926 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-576-002 PAGE 8 of 14 Action — Customer Service (K. Perry A. Wunderlich, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyers remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit. C, Turbomeca Arriel 2S2 Turboshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI - HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTM - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one-year subscription to this service. VII - TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. SDNY_GlityMXP3430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262160 EFTA02727927 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10122/2008 01 10/14/2008 F008-S76-002 PAGE 9 of 14 Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. simv_GINOIXR3432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262161 EFTA02727928 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 10 of 14 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features od: the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Displa / System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin - A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other - Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR. 3" Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select. ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter SDNY_GIN0M11433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 011262162 EFTA02727929 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76.002 PAGE 11 of 14 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335C' 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LS Z 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Raiar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 666 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. SONY_GLIAD2XP3434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262163 EFTA02727930 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 12 of 14 63013 Aft Facing Bench —'/4 Place 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -FtH 80082 Engine Inlet Covers Storage IS-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On' SONY_GM/I03438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262164 EFTA02727931 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 13 of 14 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (owl. metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from :enter cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref code 32024) 90007 GMX200 display to be install( d on the right and the MFRD on the left 90009 Audio input jack in cabin for pod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for [pod type device. Entertainment audio to be heard in both cockpit Bose headsets (ally. No other controls, volume controlled via 'pod devise 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3.4 passenger, W/wide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90021 & 90009) and holders for customer furnished IPOD/Cell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90017 Customer Cabin Interior Maft rials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021Cell phone Interface into the cabin ICS system. Connection to be in the fold down armrest of the )0013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight-on-Wheels switch to disable in-flight use. S0NT_G1/64723CR3436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262165 EFTA02727932 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 10/22/2008 01 10/14/2008 F008-S76-002 PAGE 14 of 14 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft Process Procedure PR: 03-02-087 - Baseline Production Aircraft Part(s) Removal. 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"" 10 3-0 AC90 Apoo , y.nt l-ses. 6 . 53 • -581740 0 12006 OS P 0 402.00 0301] rt,t , 000!4 • OmOM•pI MaP L101110 Y> 15-0007.. A000 OnIM0 nen)? L.Snli a P7ON I._ J.-- _i_ _....J.. T01•1 1 120 000 SDNY_GLIIDZ0134315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262166 EFTA02727933 Assignment of Warranties and Training and Manufacturer's Consent This Assignment of Warranties and Training and Manufacturers Consent (this "Assignment') is made and entered into as of the date last executed, by and between Air Ghislane, Inc. (the "Assignor"), and Five Star Holding Company LLC (the 'Assignee"), and Sikorsky Aircraft Corporation (the "Manufacturer" or "Sikorsky'). WHEREAS, pursuant to the Sales Agreement No. S76TD6167 dated March 31, 2006, between Sikorsky and the Assignor (as amended, modified and supplemented from time to time) (the "Agreement"), the Assignor purchased a certain Sikorsky S76C++ helicopter bearing Manufacturers Serial No. 760867 (the `Aircraft"). A copy of the Agreement and all amendments exercised to date are attached hereto as Exhibit A. Under the Agreement, Assignor has, among others, certain rights with respect to remainder of training and warranty related to the Aircraft. Assignor now wishes to assign to Assignee, and Assignee wishes to accept the assignment of the remainder of the Assignor's Interest in the warranties and training under the Agreement (the "Warranties and Training"). WHEREAS, Sikorsky agrees to consent to•the Assignment (as defined herein). NOW THEREFORE, in consideration for the mutual covenants and agreements herein, the receipt and sufficiency of which ere hereby acknowledged, the parties agree as follows: 1. The Assignor hereby assigns to the Assignee all of Assignor's remaining rights and interest in the Warranties and Training. The Assignee hereby accepts such assignment, assumes all of the duties and obligations of the Assignor in respect of the Warranties and Training, and agrees to be bound by the terms of the Agreement in respect of the Warranties and Training in every way as if Assignee had been party to the Agreement as the "Customer" or the "Buyer" as at the date it was executed. 2. For the avoidance of doubt, the Assignee agrees in exercising its rights under the Warranties and Training or in making any claim with respect to the Aircraft or other things delivered or to be delivered in connection therewith, it Is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement. 3. The Assignor authorizes the Assignee to exercise, to the exclusion of the Assignor, all rights and powers of the Assignor with respect to the Warranties and Training under the Agreement. With respect to the rights, powers, duties and obligations of the Assignor in respect of the Warranties and Training, all actions taken by the Assignee are final and binding on the Assignor. 4. The Assignor confirms for the benefit of Sikorsky and the Assignee that it owns and controls the rights it purports to assign herein. 5. The Assignor and the Assignee acknowledge and agree that Sikorsky's consent to the Assignment is only for the purpose of accommodating their separate business arrangement and that the parties do not Intend to expand Sikorsky's risk or liability obligations further than already present under the terms of the Agreement. Nothing contained herein shall subject Sikorsky to any liability to which it would not otherwise be subject under the Agreement or modify or waive in any respect the contract rights of Sikorsky thereunder, or constitute Sikorsky's consent to any further assignment or any obligations or rights therein by the parties hereto. 6. The Assignee confirms for the benefit of Sikorsky that in exercising any rights of making any claims, including but not limited to those identified in this Assignment, the terms and conditions of the Agreement will apply and be binding on the Assignee, and Sikorsky shall have all the rights and defenses available to it in response to Assignee's exercise of such rights or making of such claims, to the same extent as if Assignee had been an original party thereto. Paoe 1 CWA I la?) PROPOSAL N DATE AUTHENTICATOR PROGRAM 21 -1c2"—LD1Q)til E SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15, and 17 EFTA02727934 7. Notwithstanding anything to the contrary in this Assignment, the Assignee expressly agrees and acknowledges that save only as provided in the Agreement, no condition, warranty or representation is given by or on behalf of Sikorsky in respect of the Aircraft. 8. Without prejudice to any other method of service of notices and communications provided by law, every notice, request or demand or other communication under this Assignment shall: (a) be in writing delivered personally or by first-class prepaid letter (airmail if available), facsimile transmission or email; (b) be deemed to have been received, subject as otherwise provided in this Assignment, in the case of a facsimile, upon confirmation of safe receipt thereof, and in the case of a letter when delivered personally or five (5) days after it has been put in the post and in the case of an e-mail, when the sender receives a read receipt from the addressee: and be sent: to Assignor: Nv-- , c.. . (1 \lb )< Thal \•; Fax: Attentio to Assignee :Five Star Holding Company LLC 26500 Curtiss Wright Parkway Highland Heights, Ohio 44143 Fax: 216-928-7340 Attention: Douglas Jacobs, Treasurer to Sikorsky: Sikorsky Aircraft Corporation 6900 Main Street Stratford Connecticut 06497-9129, USA Attention: Vice President — Contracts and General Counsel Fax: +1 (203) 386 6646. 8. This Assignment may be executed in any number of counterparts, and by each of the parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of this Assignment by facsimile shall be equally as effective as delivery of a manually executed counterpart of this Assignment. Any party delivering an executed counterpart of this Assignment by facsimile also shall deliver a manually executed counterpart of this Assignment, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this Assignment. 9. THIS ASSIGNMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT. THE PARTIES HERETO HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF CONNECTICUT AND THE FEDERAL DISTRICT COURT FOR THE STATE OF CONNECTICUT FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVE ANY OBJECTIONS THAT THEY MAY HAVE TO THE Paae 2 SUSJECI IC PR3I,CIIVE ORDER PARALRA,S /. S. EFTA02727935 VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS ASSIGNMENT. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed and delivered as of the date first written above. Ai Ghislane, Inc. / By Its \I c)\fesic&€<4- Dated k O I-3,i (,-1 Approved by: Sikorsky Aircraft Corporation Fly g Com •a By Its Dated Paoe 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02727936 a Sikorsky A United Technologies Company March 8, 2010 Mr. Darren K. Indyke, Vice President Shmitka Air, Inc. do Darren K. Indyke, PLLC 301 East 66'h Street, 10B New York, New York 10065 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-030810-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760750 pursuant to Sales Agreement 76TD6167A dated December 17, 2007. Dear Mr. Indyke: This letter is to inform you that your S-76C++ helicopter will be ready for acceptance on or about March 8, 2010. The following closing documents are provided for your review and comment, if necessary, prior to that date: I. Sikorsky Invoice (RMS 156552C) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of USS 1,250,000.00 (at title completion on March 8, 2010) calculated as follows: Helicopter Price (Total) $11,680,000.00 Less Advance Payment $2,330,000.00 at Green Delivery $8,100,000.00 Balance (At Comp Serices) $1.250.000.00 The payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT:CHASUS at JP Morgan Chase, New York, NY 10004. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 3. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in advance of delivery, with a delegation letter similar to the enclosed sample. SD N Y_G WOZIERM40 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262170 EFTA02727937 Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation Christopher Shurkus S76 Deputy Program Manager SDNY_GIN0ZC0O442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262171 EFTA02727938 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement 761136167A dated December 17,2007 SHIP TO: Fly-away SOLD TO: Shmitka Air, Inc. (Vida Air Ghislaine, Inc.) 103 Foulk Rd. Wilmington, DE #202 19803 RMS No. 156552C INVOICE NO: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS: PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY UNIT BALANCE BILLED AMOUNTS IN U.S. 1 Sikorsky S-76C+-. Helicopter Sikorsky Model S-76C++ Helicopter, with Turbomeca Arriel 2S2 Engines. Aircraft Serial No. j760750I Registration No. N750A (N7221E) in accordance with Sikorsky Aircraft Detail Specification SES-760024 Revision 0 dated 9/94. The two Turbomeca Engines installed arc serial nos. 42285 and 42286 along with additional equipment as described in Exhibit A to the Sales Agreement. Payment to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT:CHASUS at JP Morgan Chase. New York. NY 10004 THANK YOU AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN A/C TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS SERVICES AMOUNT RECEIVED: uss 11,680,000 (2,330,000) uss 8,100,000 uss 1,250,000 USS Signature Dale THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE US. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION BOX NO. CONTAINER LENGTH WIDTH HEIGHT CUBIC GROSS WT NET WT DIVERSION CONTRARY TO RFS ORIGINATOR M. Loschiavo - 527368 DEPT 8325W EXT. 64536 M/S S358A U.S. LAW IS PROHIBITED SDNY_GU/02:O3443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262172 EFTA02727939 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 RMS No. 156552C Sales Agreement 761136167A dated December 17,2007 SHIPPED TO: Fly-Away INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION: "We ceniy that this invoice is, in all respects, correct and true, both as regards to the price and to the description of the goods referred to therein, and that the countries of origin or manufacture of the goods arc the United States of America a_•• GREEN AIRCRAFT ACCEPTANCES: BY SIKORCKY QUALITY ASV IRANI"F• SUPERVISOR BY CUSTOMER• MODEL S-76C (with referred to as 576C+-.) , Number N750A (N722JE) HEREBY ACCEPTED AT CT USA SIKORSKY AIRCRAFT HELICOPTER Arriel 2S2 en' es commonly SERIAL NO. 1 Registration AS DEFINED ABOVE, IS Sikorsky Aircraft Stratford, NAME: TITLE: DATE: SDNY_GINJZIUMSS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262173 EFTA02727940 CERTIFICATE OF HELICOPTER ACCEPTANCE Pursuant to the S-76C++ New Helicopter Sales Agreement 76TD6167A dated December 17, 2007, as amended, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc. (now known as Shmitka Air, Inc.) Completion Acceptance — Lawrence P. Visoski, for and on behalf of Shmitka Air, Inc. hereby accepts delivery and title of the helicopter described below on the day of March 2010 at m. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as S76C++) Serial Number 760750 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Shmitka Air, Inc., (f/k/a Air Ghislaine, Inc.), has caused this certificate to be executed this day of March, 2010. SHMITKA AIR, INC. Signature: Name: Title: SDNY_GINO215645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262174 EFTA02727941 SHMITKA AIR, INC. :%uthorized Representative Designation Shmitka Air, Inc., formerly known as Air Ghislaine, Inc., hereby designates Lawrence P. Visoski as its authorized representative for the purpose of accepting delivery and title to the helicopter described below in respect of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number S76TD6167A dated December 17, 2007, as amended, regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C++) Serial Number 760750 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Shmitka Air, Inc. has caused this designation to be executed this day of March 2010. Shmitka Air, Inc. By: Name: Title: soNy_Gw02303436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262175 EFTA02727942 Sikorsky Aircraft Corporation 6900 Main Street • P. O. Box 9729 Stratford. Connecticut 06615-9129 (203) 386-4000 2/1/07 Mr. Michael R. Suldo Air Logistics, LLC. 224 Rue de Jean Lafayette, LA 70508 Attention: Mr. Michael R. Suldo Sikorsky A United Technologies Company PM-020107-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760656 pursuant to Sales Agreement S76TD02065 dated December 23, 2002 through Amendment 15 Dear Mike: This letter is to inform you that your next S-76C++ helicopter will be ready for acceptance and title transfer on or about February 14, 2007. The following closing documents are provided for your review and comment, if necessary, prior to that date: 1. Sikorsky Invoice (RMS) The attached "Request for Material Shipment" is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows an acceptance payment of US$ 4,688,491.00 calculated as follows: Helicopter Price Including Amendments Advance Payment Acceptance Payment Completion Payment $7,318,062.00 $ 713,188.00 $4,688,491.00 $1,916,383.00 The acceptance payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 071-000013 SWIFT:CHAS at JP Morgan Chase, 1 Chase Tower, Chicago, Illinois 60670. Please sign on page 2 of the RMS. 2. Certificate of Helicopter Acceptance -- A copy is enclosed for your review and signature. 3. CT State Sales Tax Exemption Form_— copy is enclosed for your review, signature and notarization. Please forward the original to me. SDNY_GINOZR366411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262176 EFTA02727943 Please sign the documents (BUT DO NOT DATE) as you have in the past and then fax them to me at Sikorsky (860-998-7426). Thank you for your assistance, and please do not hesitate to call me at (203) 386-7387 if you have any questions. Very truly yours, SIKORSKY AIRCRAFT CORPORATION. V .7 Kenneth C. Bates S76 Program Manager SDNY_GILWX16448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262177 EFTA02727944 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement #76TD02065 DATED December 23, 2002 Amendment 15 SHIP TO: Air Logistics, LLC. 224 Rue de Jean Lafayette, LA 70508 SOLD TO: Air Logistics, LLC. 224 Rue de Jean Lafayette, LA 70508 RMS No. 15644 INVOICE NO.: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS: PER CONTACT ITEM QUANTITY DESCRIPTION SHIPPED DOLLARS PART NO. QUANTI TY BILLED UNIT BALANCE AMOUNTS IN U.S. Sikorsky S-76C++ Helicopter Sikorsky Model S-76C++ Helicopter, with TUrbomeca Amid 2S2 Engines. Aircraft Serial No. 1760654 Registration No Nxxxxx in accordance with Sikorsky Aircraft Detail Specification SES￾760024 Revision 0 dated 9/94. The two Turborneca Engines installed are serial nos. 420xx and 420xx along with additional equipment as described in Exhibit A to the Sales Agreement. AMOUNT AMOUNT: ADVANCE PAID AMOUNT DUE ON ACCEPTANCE BALANCE DUE FOR COMPLETION RECEIVED: Signature Payment may be remitted by w ire transfer to JP Morgan Chase, I Chase Tower, Chicago, Illinois 60670, Account #57-56685. ABA No. 071-000013. THANK YOU usS 7,318,062 usS (713,188) usS 4,688,491 uss 1,916,383 USS Date THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDRADS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 BOX NO. CONTAINER LENGTH I WIDTH HEIGHT RFS ORIGINATOR IC Bat s — 529186 DEPT 8326W CUBIC GROSS WT EXT. 67387 MIS S358A Ma9aa 44 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262178 EFTA02727945 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement #76TD02065 DATED December 23, 2002 SHIPPED TO: Air Logistics, LLC. 224 Rue de Jean Lafayette, LA 70508 INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION: "We ccnify that this invoice is. in all respects. correct and true, both as regards to the price and to the description of the goods referred to therein, and that the countries of origin or manufacture of the weds are the United States of America and Canada." ACCEPTANCES: BY SIKORSKY OUALITY ASSURANCE: SUPERVISOR BY CUSTOMER: MODEL 5-7W- • . Nxxxxx AS ACCEPTED AT Sikorsky USA SIKORSKY AIRCRAFT HELICOPTER SERIAL NO. h606561 REGISTRATION DEFINED ABOVE, IS HEREBY Aircraft Stratford, CT NAME: Michael R. Suldo TITLE: President DATE: SDNY_GIWZR35688 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262179 EFTA02727946 Certificate of Helicopter Acceptance Pursuant to the S-76 New Helicopter Sales Agreement Number 76TD02065, dated 23-Dec-02, between Sikorsky Aircraft Corporation and Offshore Logistics, Inc.; Acceptance — Michael R. Suldo hereby accepts delivery and title of the helicopter described below in accordance with the requirements of the above referenced Agreement on the day of 2006 at m. hours local time. Aircraft Description — Sikorsky S-76C with Turbomeca Arriel 2S2 engines (commonly called S-76C++) Serial Number 760656 Registration Number Nxxxxx Engine Numbers 420xx and 420xx IN WITNESS WHEREOF, Air Logistics, LLC. has caused this Certificate to be executed this day of 2007. Air Logistics, LLC. Signature: Name: Michael R. Suldo Title: President SDNY_GINDZICOMP SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262180 EFTA02727947 AFFIDAVIT SUT-16a-3 STATE OF CONNECTICUT DEPARTMENT OF REVENUE SERVICES EXEMPTION CERTIFICATE AIRPLANE MANUFACTURED BY AND PURCHASED FROM A CONNECTICUT AIRPLANE MANUFACTURER WITHIN THE STATE OF CONNECTICUT FOR USE EXCLUSIVELY WITHOUT THE STATE OF CONNECTICUT This form shall be filed with the sales and use tax return of the retailer for the period during which the exemption is claimed. The retailer shall retain a copy with its records. RETAILER INFORMATION Name of Manufacturer: SIKORSKY AIRCRAFT CORPORATION Tax Registration Number: 0567214-003 Address: 6900 MAIN STREET, P.O. BOX 9729 MAILSTOP: S427A PHONE. (203) 386 3864 Date Of Sale PURCHASER INFORMATION Name of Purchaser: Air Logistics LLC. 224 Rue de Jean Lafayette LA 70508 AIRPLANE IDENTIFICATION DATA Make: Sikorsky Aircraft Corporation Model: S76C-2 (576C++) Year: 2007 Manufacturer Serial Number: 760656 FAA Registration Number: Nxxxxx Sales Price : $7.213.062.00 AFFIDAVIT OF PURCHASER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that the above-captioned airplane was manufactured by and purchased from the above mentioned airplane manufacturer for use exclusively without the State of Connecticut. I am not a resident of the State of Connecticut. I am a resident of the State of Louisiana. The airplane was purchased for use principally in the State of Louisiana. The airplane was not purchased for use in the State of Connecticut. FOR THE PURCHASER: President (Signature) (Title) Sworn to and subscribed before me this day of 2007 Notary Public: My commission expires the day of AFFIDAVIT OF RETAILER 200 . I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that I have examined this certificate and, to the best of my knowledge and belief, the information contained herein is true, accurate and complete. FOR THE RETAILER: (Signature) (Title) Sworn to and subscribed before me this day of 2007 Notary Public: My commission expires the day of 200 . SDNY_GINIDIXR5492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262I81 EFTA02727948 Sikorsky A United Technologies Company December 31, 2007 Mr. Darren K. Indyke Air Ghislaine, Inc. The Villard House 457 Madison Avenue New York, NY 10022 Attention: Mr. Darren K. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-121407-001 RE: Delivery of Sikorsky S-76C++ Helicopters Serial Number 760667 pursuant to Sales Agreement S76TD6167 dated March 31, 2006. Dear Mr. Indyke: Your new S-76C-HF helicopter is nearing completion of flight acceptance by Keystone Helicopter. The aircraft will be ready on or about Monday, January 7, 2008 for title transfer. The following closing documents are provided for your review and signature prior to that day: I. Sikorsky Invoice (RMS 156456C) attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US $952,825.00 for this aircraft calculated as follows: Helicopter Price Less Advance Payment Less Interim Payment Total Due (at completion services) $10,365,650.00 ($2,060,000.00) ($7,352,825.00) $952,825.00 The final payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT: CHASUS33 at JP Morgan Chase, 1 Chase Tower, Chicago, Illinois 60670. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. soNteMZI18361113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262182 EFTA02727949 2. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative accepts the aircraft signs this document prior to the closing. 3. Authorized Representative Appointment Letter - Should you plan to have a designated representative with your authorization sign the above documents, please furnish us, with a delegation letter similar to the enclosed sample. Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation Christopher R. Shurkus S76 Program Manager Sia_0141(033034,84 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262183 EFTA02727950 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 3864000 Sales Agreement S76TD6167 dated March 31, 2006 as amended RMS No. 156456C SHIP TO: INVOICE NO.: Fly-away INVOICE DATE: SOLD TO: Air Ghislaine, Inc. The Villard House 457 Madison Avenue New York, NY 10022 OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Keystone Helicopter, PA SHIPPED FROM: Keystone Helicopter, Coatesville, PA F.O.B.: Keystone Helicopter, Coatesville, PA USA SHEET NO. I of 2 TERMS: PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. Sikorsky S-76C++ Helicopter Sikorsky Models-76C++ Helicopter, with Turbotneca Arriel 252 Engines. Aircraft Serial No. [760667 - Registration No. N90804 in accordance with Sikorsky Aircraft Detail Specification SES-760024 Revision 0 dated 9/94. The two Turbotneca Engines installed arc serial numbers 42117 and 42118 along with additional equipment as described in Exhibit A to the Saks Agreement. Payment may be remitted by wire transfer to JP Morgan Chase. I Chase Tower Chicago. Illinois 60670 Account N57-56685. ABA No.021-000021 SWIFT:CHASUS33. THANK YOU AMOUNT: DEPOSIT PAID ADVANCE PAID Completion Services Credit Withhold Subject to Deposit reconciliation Total Due AMOUNT RECEIVED: US$ 10,365,650 (2,060,000) (7,352,825) US$ 952,825 US$ (75,000) US$ (100,000) US$ (100,000) US$ 677,825 Signature Date THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105. SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED BOX NO. CONTAINER LENGTH WIDTH HEIGHT I CUBIC I GROSS WT RFS ORIGINATOR C. Shurkus —533030 DEPT 8326W EXT. 65558 MS S358A SDNY_GIVW02317C14511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262184 EFTA02727951 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 RMS No. 156456C Sales Agreement #76TD03033A, dated, June 23, 2003 as amended SHIPPED TO: Fly-away INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION: "We certify that this invoice is. in all respects, correct and true. both as regards to the price and to the description of the goods referred to therein, and that the countries of origin or manufacture of the goods arc the United States of America and Canada." ACCEPTANCES: BY SIKORSKY OUALITY ASSURANCE SUPERVISOR BY CUSTOMER: MODEL S-76C++. N90.3GM AS ACCEPTED AT Sikorsky USA SIKORSKY AIRCRAFT HELICOPTER SERIAL NO.17606671, REGISTRATION DEFINED ABOVE, IS HEREBY Aircraft Stratford, CT NAME: TITLE: DATE SDNY_GW0ZICE486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262185 EFTA02727952 Helicopter Inspection and Acceptance Certificate Pursuant to the S-76 New Helicopter Sales Agreement Number S76TD6167 dated March 31, 2006, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc.; and subject to the provisions found in the attached email from Chris Shurkus to Larry Visoski and Lance Calloway dated December 30, 2007; Inspection — , on behalf of Air Ghislaine, Inc., hereby acknowledges that he has thoroughly inspected the helicopter described below and has found it to be acceptable and in accordance with the requirements of the above referenced Agreement; and Acceptance - , on behalf of Air Ghislaine, Inc., hereby accepts delivery and title of the helicopter described below on the day of 2007 at m. hours local time. Aircraft Description - Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C ) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ghislaine, Inc. has caused this certificate to be executed this day of 2007. Air Ghislaine, Inc. By: Name: Title: SDNY_GINIVICKSW SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262186 EFTA02727953 (On your Company Letterhead) Authorized Representative Designation Air Ghislaine, Inc. hereby designates as its authorized representative for the purpose of accepting delivery and title to the helicopters described below in respect of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number S76TD6167 dated March 31, 2006, as amended, assigned and novated to Air Ghislaine, Inc. regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C++) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ghislaine, Inc.has caused this designation to be executed this day of December 2007. Air Ghislaine, Inc. Bv: Name: Title: soNy_Guipzuxims SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262187 EFTA02727954 a Sikorsky A United Technologies Company June 12, 2007 Mr. Darren K. Indyke The Villard House 457 Madison Ave. New York, NY 10022 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-061907-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760667 pursuant to Sales Agreement 76TD6167 dated April 13, 2006. Dear Mr. Indyke: As you are aware, Sikorsky Aircraft is working hard to complete and title transfer you're your new S-76C++ helicopter in June, 2007. In preparation for that transfer of ownership the following closing documents are provided for your review and comment prior to that date. 1. Sikorsky Invoice (RMS 156456) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US$ 7,352,825.00 (at title transfer on June 2007) calculated as follows: Helicopter Price (Total) $10,365,650.00 Less Advance Payment $2,060,000.00 Total Due (at Green Delivery) $7,352,825.00 Balance (At Comp Serices) $ 952,825.00 The final payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 071-000013 SWIFT:CHASUS33 at JP Morgan Chase, 1 Chase Tower, Chicago, Illinois 60670. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Bill of Sale (FAA form 8050-21 - Original not part of this package. This form has been signed and sent to our agent, Crowe & Dunlevy in Oklahoma City. Upon final acceptance, our agent will make the filing with the FAA to show ownership transfer. 3. Aircraft Registration Application (FAA form 8050-1) — Not part of this package. Please send the original back to my office in advance of the acceptance. This form along with the Bill of Sale is required for aircraft registration. SDNY_GIWZRX1589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262188 EFTA02727955 4. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 5. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in advance of delivery, with a delegation letter similar to the enclosed sample. 6. Affidavit SUT-16a-3- State of Connecticut, Department of Revenue Services Exemption Certificate. A copy is enclosed for your review. If required, we will sign and have notarized at or shortly after transfer of the aircraft. 7. Keystone Authorization (Customerl — This signed and notarized letter is required for Keystone to act on your behalf after aircraft title transfer. Used the attached as a sample for creating this authorization Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation Christopher Shurkus S76 Deputy Program Manager SDNY_GIM21156138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262189 EFTA02727956 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement 76TD6167 dated April 13.2006 SHIP TO: Fly-away SOLD TO: Air Ghislaine, Inc. 103 Foulk Rd. Wilmington, DE #202 19803 RMS No. 156456 INVOICE NO: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS: PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. Sikorsky S-76C++ Helicopter Sikorsky Model S-76C++ Helicopter, with Turbomcca Arriel 2S2 Engines. Aircraft Serial No. 1760667j Registration No. N908GM in accordance with Sikorsky Aircraft Detail Specification SES-760024 Revision 0 dated 9/94. The two Turbomeca Engines installed are serial nos. 42117 and 421 IS along with additional equipment as described in Exhibit A to the Sales Agreement. Payment may be remitted by wire transfer to JP Morgan Chase. N.A.. Chicago, Illinois. Account #57-56685 ABA No. 071-000013. THANK YOU AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN A/C TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS SERVICES AMOUNT RECEIVED: USS 10,365,650 (2,060,000) uss 7,352,825 uss 952,825 USS Signature Date THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED Sikorsky Aircraft Corporation BOX NO. CONTAINER LENGTH WIDTH HEIGHT CUBIC GROSS WT RFS ORIGINATOR M. Loschtavo - 527368 DEPT 8325W EXT. 64536 MIS S358A RMS No. 156456 SDNY_GIAMIUM60 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262190 EFTA02727957 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement 76TD6167 dated April 13,2006 SHIPPED TO: Fly-Away INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION. "We ceni6/ that this invoice is. in all respects, correct and true. both as regards to the price and to the description of the good:, referred to therein, and that the countries of origin or manufacture of the goods arc the United States of America and Canada." GREEN AIRCRAFT ACCEPTANCES: HY SIKORCKY QI JAI Mr ACCIIRANCF. SUPERVISOR HY nicromFa• MODEL S-76C (with referred to as S76C++), Number N908GM AS ACCEPTED AT Sikorsky USA SIKORSKY AIRCRAFT HELICOPTER Arriel 2S2 engines (commonly SERIAL NO47606671Registration DEFINED ABOVE, IS HEREBY Aircraft Stratford, CT NAME: TITLE: DATE: SDNY_GINOZR33662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262191 EFTA02727958 85/30/2007 14:55 2033867385 S92 PRCGRAMS PAGE 81/82 AC hen %%4 If* MN elta•IIICODR•apirmew Faso iffee SUMO WED SIRES CI MENG me NO SUMO VS DEPARTMOR OF 11WISFONTECIFI ITUIT•A FAKIR AOarens AIRCRAFT BILL OF SALE FOR AND IN CONSIOSRATiCIN OF S 1&OVC THE UNOVIVONED OWNERIP OF THE FULL LEGAL AND SI EllEriCiAL Tine Of THE AIRCRAFT DES. CAMEO AS FOLLOWS 'ACTED owes ISSISTRATIONAUWAR is AIRCRAFT VANUFACTUBES et. SikOrSKY .AV • SERIAL Na DOES THIS DAY OF 2007 HEREBY SELL SHANE TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do were la Tine ENO FOR FM USE ONLY rr werectaks. a. Log km• mere mut we Mau. en% I Air Ghislane, Inc. 103 Foulk Road Wilmington, DE 19803 4 ' 0202 of I SEALER Ovoscan Tamen AHO M its successors dame ASSONS TO was ono To HoLD N/Ruimly 'He PIO NACIVAT ATIEfEll PIC Younorrs tre TITLE TilmCCF rosTrICIPP AMMO, I NWT SET ST NANO MC ECM 'MS CF/ OF m07 MANE (51 Or SELLER moms. arta c !Sikorsky Aircraft • w r Clanmonattmm￾ill I 0 SIGNATURE IS/ !HRH Roost= filnflgaa OCOI TITLE ernsoaansing -76 Program Nanagor Michael Loschiavo •CcirOorlroOldEmt ow *cowls," at rt./Aram or FAA risco/mix, snares NAr n Aso:town ▪ Ot.At Vt.k•Oilv Of IOC 0411AV Mild I OMOMAL: TO MA AC RNA ROZA esAii (00‘ a/S1, 0)1119-,7131 Ermewst• firrso Edits SDNY_GIALIM33463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262192 EFTA02727959 Phi' In 41/ 1 CII I 7I1: II II I*l SNOW OP A4PIG, Jrwsiwcyr or attire...4MS WWI oramel apalsons gamy nrumn feTIRIIION A.a r.0100 PraiM ID CCM% ssinS/Svs. N API0NIrr lennUFKIWIP a orna Si ACY.SkY Air ^ raf t I-7AR 41.0.1n, WWI IS 750667 MT Cr PEGGISTICSI "sr. in opt insolma PaloWP r Y. C3SOSICA l0s.n r S. Ow: e II.14" nr ugn ilarLast stPlieorsam COS MS.. CERT. IS6Vt CAI E FOR FMHEE OILY ao‘pI c P • as •• parr, •al cM II, Mr Ghislano, Ire. I alas.* Vann {302)W - 196C iiMPS frw.lw mom um*. • oar SO. NV: 103 foul' Road •b. rya: I pat Po es , 212F. I lningtoD I DE >€04 19803 C CHECK HERE W YOU ME ONLY REFORM& A CHANGE OF AOORE5M £TYENtIONN Red to hiliNdlid idamteti MS, gispSla *4 myllardot Is Thl. P:•410^ LOST t. ecrektIC • an t starers owe.. NT ewe en nil> NC War rt.. T .••••• s p$. fl ': Gme. Hu tro is me., mr-Isenn: 1.. Sr MI? CEPTIMCATION •••• win, . 1 its II me P. Losi ws...tril• UPS t a ay s• ~WM War., .to p a ob. nor .1.t ••••srOISC .ru CIS. or V. nen • Tat klibat V At affterfte". -pans. aim we on wort* Mtn I.• I. IV,-':at h. M=I is;swarbe a u s 44404•444. 1410ef 014 44 • I • MIS SIM r.. tow I s nob mai r In I ir40 AM IOW.. n. loi . pun ....., eor ". do,.. 0..1 ir,, I,S.0 MI. tersHand oar Soler :r me or•S• NJ'l'r an IT Ear 1/4•Mliira al •••rintia I, teed. Iv,. .7.iri led aft I • Mist a,1r .019111,011 1 hill. II Mule.1•1 Ire s}0.10.0p 41 ran SS Sr AS TC134 110 a •WSsoity TrPF t HINT NAVE Sil.0Ut tPAINISE Weimar pg. frill IIIiY YR '13It Pro.; •011chscsitso e• • woe WnliblION Pit is* s Ives. la • a &pp...non sav alt1 IFn si Ps( MN • F. gPlooln "PIM :and ecrwm a14 (0)32:0 USW* arse framed*, I IT nn SDNY_GIN0036164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262193 EFTA02727960 Helicopter Acceptance Certificate Pursuant to the S-76C++ New Helicopter Sales Agreement 76TD6167 dated March 31, 2006, as amended, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc. Green Delivery Acceptance — hereby accepts delivery and title of the helicopter described below on the day of June 2007 at m. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as S76C++) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ghislaine, Inc., has caused this certificate to be executed this day of June, 2007. Air Ghislaine, Inc Signature: Name: Title: SDNY_GIL1VIDDXf465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262194 EFTA02727961 AFFIDAVIT SUT-16a-3 STATE OF CONNECTICUT DEPARTMENT OF REVENUE SERVICES EXEMPTION CERTIFICATE AIRPLANE MANUFACTURED BY AND PURCHASED FROM A CONNECTICUT AIRPLANE MANUFACTURER WITHIN THE STATE OF CONNECTICUT FOR USE EXCLUSIVELY WITHOUT THE STATE OF CONNECTICUT This form shall be filed with the sales and use tax return of the retailer for the period during which the exemption is claimed. The retailer shall retain a copy with its records. RETAILER INFORMATION Name of Manufacturer: SIKORSKY AIRCRAFT CORPORATION Tax Registration Number: 0567214-003 Address: 6900 MAIN STREET. P.O. BOX 9729 MAILSTOP: S427A PHONE. (203) 386 3864 Date of Sale: June . 2007. PURCHASER INFORMATION Name of Purchaser: Air Chislaine. Inc.. 103 Foulk Rd.. Wilmington. DE, #202 19803 AIRPLANE IDENTIFICATION DATA Make: Sikorsky Aircraft Corporation Model: S-76C++ Year: 2007 Manufacturer Serial Number: 760667 FAA Registration Number: N908GM Sales Price: $ 10,365,650.00 AFFIDAVIT OF PURCHASER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that the above-captioned airplane was manufactured by and purchased from the above mentioned airplane manufacturer for use exclusively outside of the State of Connecticut. I am a resident of the State of FOR THE PURCHASER: (Signature) (Title) Sworn to and subscribed before me this day of Notary Public; My commission expires the day of AFFIDAVIT OF RETAILER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that I have examined this certificate and, to the best of my knowledge and belief, the information contained herein is true, accurate and complete. FOR THE RETAILER: (Signature) (Title) Sworn to and subscribed before me this day of Notary Public; My commission expires the day of SDNY_Glog32305466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026.2 195 EFTA02727962 a Sikorsky A United Technologies Company June 12, 2007 Mr. Darren K. Indyke The Villard House 457 Madison Ave. New York, NY 10022 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-061907-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760667 pursuant to Sales Agreement 76TD6167 dated April 13, 2006. Dear Mr. Indyke: As you are aware, Sikorsky Aircraft is working hard to complete and title transfer you're your new S-76C++ helicopter in June, 2007. In preparation for that transfer of ownership the following closing documents are provided for your review and comment prior to that date. 1. Sikorsky Invoice (RMS 156456) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US$ 7,352,825.00 (at title transfer on June 2007) calculated as follows: Helicopter Price (Total) $10,365,650.00 Less Advance Payment $2,060,000.00 Total Due (at Green Delivery) $7,352,825.00 Balance (At Comp Serices) $ 952,825.00 The final payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 071-000013 SWIFT:CHASUS33 at JP Morgan Chase, 1 Chase Tower, Chicago, Illinois 60670. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Bill of Sale (FAA form 8050-21 - Original not part of this package. This form has been signed and sent to our agent, Crowe & Dunlevy in Oklahoma City. Upon final acceptance, our agent will make the filing with the FAA to show ownership transfer. 3. Aircraft Registration Application (FAA form 8050-1) — Not part of this package. Please send the original back to my office in advance of the acceptance. This form along with the Bill of Sale is required for aircraft registration. SDNY_GIWZRJ65611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262196 EFTA02727963 4. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 5. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in advance of delivery, with a delegation letter similar to the enclosed sample. 6. Affidavit SUT-16a-3- State of Connecticut, Department of Revenue Services Exemption Certificate. A copy is enclosed for your review. If required, we will sign and have notarized at or shortly after transfer of the aircraft. 7. Keystone Authorization (Customers — This signed and notarized letter is required for Keystone to act on your behalf after aircraft title transfer. Used the attached as a sample for creating this authorization Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation Christopher Shurkus S76 Deputy Program Manager SDNYGIMIX115668 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262197 EFTA02727964 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203) 386-4000 Sales Agreement 76TD6167 dated April 13.2006 SHIP TO: Fly-away SOLD TO: Air Ghislaine, Inc. 103 Foulk Rd. Wilmington, DE #202 19803 RMS No. 156456 INVOICE NO: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS: PER CONTACT ITEM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. Sikorsky 5-76C++ Helicopter Sikorsky Model S-76C++ Helicopter, with Turbomcca Arriel 2S2 Engines. Aircraft Serial No. 1760667j Registration No. N908GM in accordance with Sikorsky Aircraft Detail Specification SES-760024 Revision 0 dated 9/94. The two Turbomeca Engines installed are serial nos. 42117 and 421 IS along with additional equipment as described in Exhibit A to the Sales Agreement Payment may be remitted by wire transfer to JP Morgan Chase. N.A.. Chicago, Illinois. Account #57-56685 ABA No. 071-000013. THANK YOU AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN A/C TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS SERVICES AMOUNT RECEIVED: usS 10,365,650 (2,060,000) uss 7,352,825 uss 952,825 USS Signature Date THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE U.S. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION NET WT DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED Sikorsky Aircraft Corporation BOX NO. CONTAINER LENGTH WIDTH HEIGHT CUBIC GROSS WT RFS ORIGINATOR M. Loschtavo - 527368 DEPT 8325W EXT. 64536 MIS S358A RMS No. 156456 smy_Gukvalekuse SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262198 EFTA02727965 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203)386-4000 Sales Agreement 76TD6167 dated April 13,2006 SHIPPED TO: Fly-Away INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: UIVOICF AND ORIGIN rERTIFIrATION. "We ceni6/ that this invoice is. in all respects, correct and true. both as regards to the price and to the description of the goodds referred to therein, and that the countries of origin or manufacture of the goods arc the United States of America and Canada." GREEN AIRCRAFT ACCEPTANCES: HY SIKORCKY QI TAI FEY 4eSIIRANCF. SUPERVISOR HY ri ISTOMFR. MODEL S-76C (with referred to as S76O-I-) , Number N908GM AS ACCEPTED AT Sikorsky USA SIKORSKY AIRCRAFT HELICOPTER Arriel 2S2 engines (commonly SERIAL NO.I760667IRegistration DEFINED ABOVE, IS HEREBY Aircraft Stratford, CT NAME: TITLE: DATE: SDNY_GIKKR36530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262199 EFTA02727966 65/30/2907 14:55 2833887385 S92 PRDSFAIS PAGE 81/82 AC Ren10100 IMO OM COINDININONO Fanosse Power mot FoRv on. LIM MIS OF WERCA 010 NO ST 'An IMOR VS DEPARTIONT CA DWISPORISTCH ROOK Pam. unan AIRCRAFT BILL OF SALE FOR AND IN GONSIVERATiON OF $171.0V0 THE uNOERS, ONED OWNERISI OF THE FULL LEGAL AND SENEriCiAL fitLe of THE AIRCRAFT DES￾CAMEO AS FOLLOWS UNMET/MS OSSISTIACONAUVICA AIRCRAFT SIANUFACTURER MOO& SikorskY hArcratt S-7 AIRCRAFT SERIAL Na DOES THIS DAY OF 2007 HERESY SELL CRANE TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Os NH Wife M TM Frock FOR FM USE ONLY acrecta.s. a 4„ WV *me immt we rnu• testi Air Ghislane, Inc. 103 Foulk Road Wilmington, DE 19803 4 ' X 0202 I I *vital Cotten wsfeem mow its successors XN•SAWNIX.Silialadititmo P4SGT4 To Has ono To HOW ENZILILAIV T( 5A0 Rower Town AM maw, tre TITLE MMor IN IININICK. oft CF I HOVE SET FIT HMO NC 3E/It TIC CP. GI 2007 MANE (SI Or SELLER swans Noma c pikorsky Aircraft -1 Germination￾SIGNATURE IS/ s NO WOGS= tosa ernA RN TITLE ernssaanwma Michael Loschiavo -76 Program Manager •CESSiettrOOldENT spy acistsiss at gotta, IS or FAA access scavre • um, to ass:town St I Stitt oat res. ,pleb , Of IOC .10 MUMMY I ORMINAL: TO MA AC Fro, rein 044i (S alf1X9129-X4318.oneek•vw.a.A feta SDNY_GIM13251356130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262200 EFTA02727967 r 11//' l i 5'11, l 411 1 VII: II II .• IMAM SIMMS Or .14044: Jr4oulbliR or lageftfiltilre Men RI I/ illemminses tmeem• amatiam/i. ern ANYAir/ CESTROOM AH r.OION LMTIO rinft Li Mainmn:// Munn II QnSrall AMOV/IIMM11011/MII n sen, 8 1 401:sky Air ^ raft 5-76e- 7 . Intan malt We. 750667 MO Cr PEGOrM4Inlilr lin in on I. Inlinlm4 •2 j Pammillfr f i. C4MOMICI1 lCoMa S. Cunt xwa., r, ilarrasst ItTIVOInne. 01314. Immare CERT. IS6Vt Uhl E POR FM USE OILY emr.14/Mmi men V nerni.l , • Ita a/ or. NO ar. on. rM 4.0.• Mr Ghispric Tn. • mwmgmE NYE.: :10148aQant (302) 6:1.5- 195C MOMPVI mom weed e MO Mean MIM. ,„,„„„, 103 foul' Road nom Mar Cr/ A2O2 Kilraington 1 08 I"n. 19803 C CHICK HERE W YOU ME ONLY REPORTING A CHANGE OF AGGRESS IITEMIONt Raid iht ININMIN0 014/0/0/11 huff n• drip *4 apiellaillot Is This Portion LOST t. ecnIAWNIL • e n Oat. Nenein Jame,. ta emu en nil, is boa. to.. s• 7•4., m p70101. 1001IIIMd.0 IM-14/Mm: llw 1/. Ior nu? CENTIFICAMON m• Minim .1 Rs Mr inn .4rn t Hal Mao ~AMC 0 1c., •• me umd .rm MI/M• ma /non 'oar •-imat Me Al Alf rerS1/:: - 0 .. non, an wenn went* Wen win rag -cat lea M =I >saw inPrembnommer M4 04 • I • .414 ; m 4MIll ig dm., jaw I s Mean ma. // m i r 4P AM nein .1.* many IIIII no n Imm m o m 4 ir; /Inn Owl+ er ninlet/4 AC II.. In ••• /r mmy• eenr• an R -1•4 mr. OARS gl iliOnOta not Id lb' I., :41.4 led mit I • P...• .,1 lemeriMell 1 Win II 1///a.I.1 Im nen.4400 41 / 4444,411 MEI VIII AS lbeirmilde II Wynn/ MIF iv OMIT NAPE Shaw atNrart trevar pg. ten L•1 ab Nele 4.5 TOIL Pram Atm .nl. inimnraMm/ e'en Wnlenlm• Pit Ii mmvena la • inn minanin AIM in II. PM( WI • nnliMMIn /RCM :end M /c•di IC rain IWO OW 1.0:62:0 ea* aNYNIN. fre•M ado Iaa II till soNy_Givauekvo2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262201 EFTA02727968 Helicopter Acceptance Certificate Pursuant to the S-76C++ New Helicopter Sales Agreement 76TD6167 dated April 13, 2006, as amended, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc. Green Delivery Acceptance — hereby accepts delivery and title of the helicopter described below on the day of June 2007 at m. hours local time. Aircraft Description - Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as 576C++) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ghislaine, Inc., has caused this certificate to be executed this day of June, 2007. Air Ghislaine, Inc Signature: Name: Title: sooy_otakozonna SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262202 EFTA02727969 (On your Company Letterhead) Authorized Representative Designation Air Ghislaine, Inc., hereby designates as its authorized representative, for the purpose of accepting delivery and title to the helicopter described below in accordance with the S-76C++ New Helicopter Sales Agreement S76TD6761 dated April 13, 2006, as amended, with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (commonly referred to as S76C++) Serial Number 760667 Registration Number N908GM Turbomeca Engine Numbers 42117 and 42118 IN WITNESS WHEREOF, Air Ghislaine, Inc., has caused this Designation to be executed this day of June 2007. Air Ghislaine. Inc. Signature: Name: Title: SDNY_GIN0ZI0CKM SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262203 EFTA02727970 AFFIDAVIT SUT-16a-3 S'INFE OF CONNECTICUT DEPARTMENT OF REVENUE SERVICES EXEMPTION CERTIFICATE AIRPLANE MANUFACTURED BY AND PURCHASED FROM A CONNECTICUT AIRPLANE MANUFACTURER WITHIN THE STATE OF CONNECTICUT FOR USE EXCLUSIVELY WITHOUT THE STATE OF CONNECTICUT This form shall be filed with the sales and use tax return of the retailer for the period during which the exemption is claimed. The retailer shall retain a copy with its records. RETAILER INFORMATION Name of Manufacturer: SIKORSKY AIRCRAFT CORPORATION Tax Registration Number: 0567214-003 Address: 6900 MAIN STREET, P.O. BOX 9729 MAILSTOP: S427A PHONE. (203) 386 3864 Date of Sale: June , 2007. PURCHASER INFORMATION Name of Purchaser: Air Chislaine, Inc., 103 Foulk Rd., Wilmington, DE, #202 19803 AIRPLANE IDENTIFICATION DATA Make: Sikorsky Aircraft Corporation Model: S-76C++ Year: 2007 Manufacturer Serial Number: 760667 FAA Registration Number: N908GM Sales Price: $ 10,365,650.00 AFFIDAVIT OF PURCHASER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that the above•captioned airplane was manufactured by and purchased from the above mentioned airplane manufacturer for use exclusively outside of the State of Connecticut. I am a resident of the State of FOR THE PURCHASER: (Signature) (Title) Sworn to and subscribed before me this day of Notary Public; My commission expires the day of AFFIDAVIT OF RETAILER I HEREBY CERTIFY UNDER PENALTY OF FALSE STATEMENT that I have examined this certificate and, to the best of my knowledge and belief, the information contained herein is true, accurate and complete. FOR THE RETAILER: (Signature) (Title) Sworn to and subscribed before me this day of Notary Public; My commission expires the day of (On Customer Letterhead) SDNY_GIIND23O3$155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262204 EFTA02727971 Notarized June 15, 2007 Mr. Tim Chop Quality Assurance Manager and Chief Inspector Keystone Helicopter Corporation 110 Stewart-Huston Drive Coatesville, PA 19320 Attention: Mr. Tim Chop RE: Authorization from Air Ghislaine, Inc. to Keystone Helicopter Corporation, aircraft Serial Numbers 760667 pursuant to the S76C++ New Helicopter Sales Agreement number 76TD6167 dated April 13, 2006. Dear Mr. Chop: This letter authorizes Keystone Helicopter Corporation of 110 Stewart-Huston Drive in Coatesville, PA 19320 to act on behalf of Air Ghislaine, Inc.. This authorization is to submit the necessary FAA application(s) to request Special Flight Authorizations for the purposes of conducting Aircraft test, acceptance, and training flights. The authorization is extended to S76C++ aircraft registration number N908GM. Best regards, Darren Indyke Vice President Air Ghislaine, Inc. SDNY_GW02156-66 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262205 EFTA02727972 Sikorsky A United Technologies Company February 11, 2010 Mr. Darren K. Indyke The Villard House 457 Madison Ave. New York, NY 10022 Attention: Mr. Indyke Sikorsky Aircraft Corporation 6900 Main Street • P.O. Box 9729 Stratford, Connecticut 06614-9129 PM-021110-001 RE: Delivery of Sikorsky S-76C++ Helicopter Serial Number 760750 pursuant to Sales Agreement 76TD6167A dated December 17, 2007. Dear Mr. Indyke: This letter is to inform you that your S-76C++ helicopter will be ready for acceptance on or about February 11, 2010. The following closing documents are provided for your review and comment, if necessary, prior to that date: 1. Sikorsky Invoice (RMS 156552C) The attached "Request for Material Shipment" (RMS) is a company document that establishes the shipment to a customer of inventory at a defined value. This document shows a payment of US$ 1,270,000.00 (at title completion on February 12, 2010) calculated as follows: Helicopter Price (Total) $11,700,000.00 Less Advance Payment $2,330,000.00 at Green Delivery $8,100,000.00 Balance (At Comp Serices) $1.270.000.00 The payment should be made by wire transfer to Sikorsky's Account 57-56685 ABA No. 021-000021 SWIFT:CHASUS at JP Morgan Chase, New York, NY 10004. This invoice will be provided by Sikorsky at the closing, signed by Sikorsky in the designated places; and signed by your authorized representative. 2. Helicopter Inspection and Acceptance Certificate -- A copy is enclosed for your review. Typically, you or the designated representative who inspects the aircraft signs this document at the closing (at final acceptance). 3. Authorized Representative Appointment Letter - Should you plan to send a designated representative with your authorization to sign the above documents, please furnish us, in advance of delivery, with a delegation letter similar to the enclosed sample. SDNY_GINDZICK55515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262206 EFTA02727973 Thank you for your assistance, and please do not hesitate to call me at (203) 386-5558 if you have any questions. Very truly yours, Sikorsky Aircraft Corporation Ave ,f4amea Christopher Shurkus S76 Deputy Program Manager SDNY_G IN0Z[0O4158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262207 EFTA02727974 Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 (203)386.4000 Sales Agreement 761O6167A dated December 17,2007 SHIP TO: Fly-away SOLD TO: Air Ghislaine, Inc. 103 Foulk Rd. Wilmington, DE #202 19803 RMS No. 156552C INVOICE NO: INVOICE DATE: OUR ORDER NO.: PA NO.: DATE SHIPPED: B/L NO.: SHIPPED VIA: Flyaway from Sikorsky Aircraft Stratford SHIPPED FROM: Sikorsky Aircraft Stratford, CT F.O.B.: Sikorsky Aircraft, Stratford, CT USA SHEET NO. 1 of 2 TERMS: PER CONTACT REM QUANTITY SHIPPED DOLLARS PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. Payment to Sikorsky's Account 57-56685 ABA Morgan Chase, New York. NY 10004 Sikorsky S-76C4-+ Helicopter Sikorsky Model 5-76Ct. Helicopter, with Turbomeca Arriel 2S2 Engines. Aircraft Serial No. j760750I Registration No. N750A (N7221E) in accordance with Sikorsky Aircraft Detail Specification SES-760024 Revision 0 dated 9194. The two Turbomeea Engines installed am serial not 42285 and 42286 along with additional equipment as described in Exhibit A to the Sales Agreement. No. 021-000021 SWIFT:CHASUS at 1P THANK YOU AMOUNT R AMOUNT: DEPOSIT AND ADVANCE PAID DUE at GREEN A/C TRANSFER DUE AT ACCEPTANCE OF COMPLETIONS SERVICES ECEIVED: USS 11,700,000 (2,330,000) usS 8,100,000 uss 1,270,000 USS Signature Date THIS AIRCRAFT MATERIAL HAS BEEN INSPECTED TO SIKORSKY AIRCRAFT QUALITY CONTROLS STANDARDS AS APPROVED UNDER THE FEDERAL AVIATION ADMINISTRATION REQUIREMENTS FOR COMMERCIAL AIRCRAFT AND MIL Q-9858A FOR UNITED STATES MILITARY AIRCRAFT AND IS IN ACCORDANCE WITH APPLICABLE CONTRACTUAL REQUIREMENTS, ANY ITEMS HEREON WHICH APPEAR ON THE US. FEDERAL AVIATION ADMINISTRATION DRAWING LIST WERE MANUFACTURED UNDER FEDERAL AVIATION AGENCY PRODUCTION CERTIFICATE NO. 105 SPECIAL MARKINGS THIS COMMODITY LICENSED APPROVED - INSPECTOR FOR ULTIMATE DESTINATION BOX NO. CONTAINER LENGTH WIDTH HEIGHT CUBIC GROSS WT NET WT DIVERSION CONTRARY TO RFS ORIGINATOR M. Loschiavo —527368 DEPT 8325W EXT. 64536 M/S 5358A U.S. LAW IS PROHIBITED Sikorsky Aircraft Corporation 6900 Main Street - P.O. Box 9729 Stratford, Connecticut 06615-9129 RIV1S No. 156552C SDNy_Guyoucier4159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262208 EFTA02727975 (203) 386-4000 Sales Agreement 76TD6167A dated December 17,2007 SHIPPED TO: Fly-Away INVOICE NO.: INVOICE DATE: OUR ORDER NO.: SHEET NO. 2 of 2 ITEM QUANTITY SHIPPED PART NO. DESCRIPTION QUANTITY BILLED UNIT BALANCE AMOUNTS IN U.S. DOLLARS CERTIFICATION: INVOICE AND ORIGIN CERTIFICATION: "We certify that this invoice is, in all respects, correct and true, both as regards to the price and to the description of the goods referred to therein, and that the countries of origin or manufacture of the goods are the United States of America 2.7 GREEN AIRCRAFT ACCEPTANCES: BY SIKORSKY 'DUALITY ASSURANCE: SUPERVISOR FtY 4-IICTOMFB: MODEL S-76C (with referred to as S76C++), Number N750A (N7221E) HEREBY ACCEPTED AT CT USA SIKORSKY AIRCRAFT HELICOPTER AMA 2S2 engines (commonly SERIAL NO.1760750 Registration AS DEFINED ABOVE, IS Sikorsky Aircraft Stratford, NAME: TITLE: DATE: SDNY_G IM02101544143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262209 EFTA02727976 Certificate of Helicopter Acceptance Pursuant to the S-76C++ New Helicopter Sales Agreement 76TD6167A dated December 17, 2007, as amended, between Sikorsky Aircraft Corporation and Air Ghislaine, Inc. Completion Acceptance — and title of the helicopter described below on the _m. hours local time. Aircraft Description - hereby accepts delivery day of February 2010 at Sikorsky S-76C with Arriel 2S2 Engines (commonly referred to as S76C++) Serial Number 760750 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Mr Ghislaine, Inc., has caused this certificate to be executed this day of February, 2010. Air Ghislaine, Inc Signature: Name: Title: soNy_Guvo5coseo SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262210 EFTA02727977 (On your Company Letterhead) Authorized Representative Designation Air Ghislaine, Inc. hereby designates as its authorized representative for the purpose of accepting delivery and title to the helicopters described below in respect of the completion aircraft delivery in accordance with the S-76 New Helicopter Sales Agreement Number S76TD6I67A dated December 17, 2007, as amended, assigned and novated to Air Ghislaine, Inc. regarding the helicopter described below with Sikorsky Aircraft Corporation and to take all necessary actions and execute all necessary documents pertaining thereto: Sikorsky S-76C with Ariel 2S2 Engines (Commonly referred to as S76C++) Serial Number 760750 Registration Number N750A (N722JE) Turbomeca Engine Numbers 42285 and 42286 IN WITNESS WHEREOF, Air Ghislaine, Inc.has caused this designation to be executed this day of February 2010. Air Ghislaine, Inc. By: Name: Title: SDNY_G ILIVD256Cf4g2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002622 I I EFTA02727978 From: Shurkus Christnnher R 5.11( To: Loschiavo. Michael D_SIN; Andrews. Bruce SDK- Small. Anthony el SIK. Bates. Kenneth C SIX- Bello. Betty SIK. Bi OMSTRANN. Rick E Inter* Robert E 52C.Chaffecatilliaml515; Maynard Chi irk SIE; inns Darrell I 51K Pnvell David SIK: Plccory Duncan FIK' tizrcen Eric K clic; Fiorito Sue Anneal° Franris B OK: fall≤ Thomas ASIK- gabiosayids8gs; LaggisughLugc; Hutchinson James M OK; 'Hutton Tom C MK' esuimajjampsSIE; pnhan lames P SIK. O"ennimr Jennifer S SIK; predenberk Kevin SIK- satteLlucum Una, Lena Cheak SIK- Un, Jessica C SIX- Poland, Marc 8 SIK. Martone. Cheryl T SIX- Maurer, lid( lnouanti. Paul C 51K- Peters. David jsig- Washinoton. Philip O St Piech. Jerry; piekarz Robert F St pieroont Richard Poganv Pow, S11(; Whittaker Raymond V SIN- fnnolinn Richard W "Ryan Patty P SIX"- Slinky, Robert SIK. Gallo. Thomas A 51K- Schlenk. William F SIK. Peters, David E 51K- Zottola. John M SIX Subject Delivery notification WM 760667 (Air Ghistaine) Date: Monday, June 18, 2007 4:39:13 PM Aircraft SIN 760667 (Air Ghislaine) -- Final payment received and title was transferred to Air Ghislaine at 2:31 PM (EDT), Monday, June 18, 2007. The aircraft was ferry flown to Keystone this afternoon, to begin completion process. Signed delivery documents will be distributed in the morning. The customer complemented the manufacturing team for their good work and hospitality. Thank you, Chris Shurkus S-76 Deputy Program Manager Sikorsky Aircraft Corp. 6900 Main Street Mail Stop S358A Stratford, CT 06615 The information in this ownsmislion is privileged and confidential and is meant to be read and used only by the intended recipient. If you hair received this troacmitsion in error, please nogg: me immediately by telephone or &mail and delete the original message agandoil attachments. Any review. use. dissemination. distribution or copying of this transmittal by an unintended recipient is strictly prohibited. and may be a violation of law subject to penalty. SONY_GWO23089593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262212 EFTA02727979 S-760 is a registered trademark of Sikorsky Aircraft Corporation. Hyperion Air, LLC S76D37526PAP AMENDMENT 1 TO IN ASSURANCE PROGRAM AGREEMENT THIS AMENDMENT 1 (this "Amendment") is dated as of the Acceptance Date stated below and made by and between HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. ("Sikorsky") and HYPERION AIR, LLC ("Customer") in respect of the Powertrain Assurance Program Agreement, No. S76D37526PAP, dated as of October 10, 2019, by and between Sikorsky and Customer (the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. WITNESSETH: WHEREAS, Sikorsky and Customer entered into the Agreement pursuant to which Sikorsky agreed to provide an extended support plan for the gear boxes, known as the Powertrain Assurance Program ("PAP") for its owned and/or operated S-76® aircraft; WHEREAS, pursuant to its terms, the Agreement will expire on December 31, 2019; and WHEREAS, Sikorsky and Customer wish to amend the Agreement to, among other things, extend the term of the Agreement by six (6) months and establish the flight hour fee for such extension; NOW THEREFORE, the parties intending to be legally bound, do hereby agree as follows: 1. Purchase Date. The defined term "Purchase Date" is corrected to mean "June 13, 2019." 2. Article I, "Sikorsky Point of Contact (Program Matters)," is deleted in its entirety and replaced with the following: Sikorsky Point of Contact: (Program Matters) Timothy Sprau Program Management Manager Sikorsky Commercial, Inc. 124 Quarry Road M/S K100A Trumbull, Connecticut 06611-4816 Office: +1 484-785-5099 Mobile: +1 484-798-3798 Email: timodly.j.sprau@lmco.com 3. Article I, "Flight Hour Fee," is deleted in its entirety and replaced with the following: Flight Hour Fee: S-76ATm Helicopter 2017 2018 2019 2020 Main Gear Box (MGB) $ 126.84 $ 133.18 $ 139.84 $ 146.83 Intermediate Gear Box (IGB) $ 8.13 $ 8.54 $ 8.96 $ 9.41 Tail Gear Box (TGB) $ 1639 $ 17.42 $ 18.29 $ 19.20 Page 1 of 3 This document does not contain export controlled technical data. SDNY_GIA/02303.188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262213 EFTA02727980 Hyperion Air, LLC S76D37526PAP Amendment I S-76B/C/DTm Helicopter 2017 2018 2019 2020 Main Gear Box (MGB) $ 118.77 $ 124.71 $ 130.94 $ 137.49 Intermediate Gear Box (IGB) $ 7.98 $ 8.38 $ 8.80 $ 9.24 Tail Gear Box (TGB) $ 15.96 $ 16.76 $ 17.60 $ 18.48 4. Article I, "Agreement Expiration," is deleted in its entirety and replaced with he following: Agreement Expiration Date: June 30, 2020 5. Component Identification. Upon signature of this Amendment, for each Component installed on the helicopter covered under the Agreement, Customer shall identify the serial number and time since new or time since overhaul (if the Component was previously overhauled) as of the Sale Date by completing the table set forth in Exhibit A attached hereto. Accordingly Exhibit A to the Agreement is deleted in its entirety and replaced with Exhibit A attached hereto. 6. Reaffirmation. Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. [Signature Page Follows) Page 2 of 3 This document does not contain export controlled technical data. SDNY_GLIMAXR3485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262214 EFTA02727981 Hyperion Air, LLC S76D37526PAP Amendment 1 IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. HYPERION AIR, LLC HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERICAL, INC. usein't P lz By: By: Name: Lawrence Visoski Name: Shannon M. Palaia Title: Manager Title: Contracts Negotiator Date: 11/19/19 Acceptance Date: November 19.2019 Page 3 of 3 This document does not contain export controlled technical data. SDNY_Gitnale6486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262215 EFTA02727982 Hyperion Air, LLC S76D37526PAP Amendment I Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico . ter Model Serial No. Check if TSO/N Serial No. TSO/N Serial No. TSO/N i l No. otii l 1 760750 S-76C A231-00485 X 2629.6 A242-00472 2629.6 A239-00477 2629.6 "TSO/N' means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-096(M-045 and 76351-09600-047 are 'quiet.' All main gear boxes for the S-76D model helicopter are 'quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page A-I of I This document does not contain export controlled technical data. SDNY_Gl1101:100488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262216 EFTA02727983 Hyperion Air, LLC S76D37526PAP AMENDMENT 1 TO POWERTRAIN ASSURANCE PROGRAM AGREEMENT THIS AMENDMENT 1 (this "Amendment") is dated as of the Acceptance Date stated below and made by and between HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. ("Sikorsky") and HYPERION AIR, LLC ("Customer") in respect of the Powertrain Assurance Program Agreement, No. S76D37526PAP, dated as of October 10, 2019, by and between Sikorsky and Customer (the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. WITNESSETH: WHEREAS, Sikorsky and Customer entered into the Agreement pursuant to which Sikorsky agreed to provide an extended support plan for the gear boxes, known as the Powertrain Assurance Program ("PAP"), for its owned and/or operated S-76® aircraft; WHEREAS, pursuant to its terms, the Agreement will expire on December 31, 2019; and WHEREAS, Sikorsky and Customer wish to amend the Agreement to, among other things, extend the term of the Agreement by six (6) months and establish the flight hour fee for such extension; NOW THEREFORE, the parties intending to be legally bound, do hereby agree as follows: 1. Purchase Date. The defined term "Purchase Date" is corrected to mean "June 13, 2019." 2. Article I, "Sikorsky Point of Contact (Program Matters)," is deleted in its entirety and replaced with the following: Sikorsky Point of Contact: (Program Matters) Timothy Sprau Program Management Manager Sikorsky Commercial, Inc. 124 Quarry Road M/S K100A Trumbull, Connecticut 066114816 Office: +1 484-785-5099 Mobile: +1 484-798-3798 Email: timothy.j.sprauelmco.com 3. Article I, "Flight Hour Fee," is deleted in its entirety and replaced with the following: Flight Hour Fee: S-76ATM Helicopter 2017 2018 2019 2020 Main Gear Box (MGB) $ 126.84 $ 133.18 $ 139.84 $ 146.83 Intermediate Gear Box (IGB) $ 8.13 $ 8.54 $ 8.96 $ 9.41 Tail Gear Box (TGB) $ 16.59 $ 17.42 $ 18.29 $ 19.20 Page I of 3 S-76® is a registered trademark of Sikorsky Aircraft Corporation. This document does not contain export controlled technical data. SDNY_GLivb23064813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262217 EFTA02727984 Hyperion Air, LLC S76D37526PAP Amendment I S-76B/C/Dm Helicopter 2017 2018 2019 2020 Main Gear Box (MGB) $ 118.77 $ 124.71 $ 130.94 $ 137.49 Intermediate Gear Box (IGB) $ 7.98 $ 8.38 $ 8.80 $ 9.24 Tail Gear Box (TGB) $ 15.96 $ 16.76 $ 17.60 $ 18.48 4. Article I, "Agreement Expiration," is deleted in its entirety and replaced with he following: Agreement Expiration Date: June 30, 2020 5. Component Identification. Upon signature of this Amendment, for each Component installed on the helicopter covered under the Agreement, Customer shall identify the serial number and time since new or time since overhaul (if the Component was previously overhauled) as of the Sale Date by completing the table set forth in Exhibit A attached hereto. Accordingly Exhibit A to the Agreement is deleted in its entirety and replaced with Exhibit A attached hereto. 6. Reaffirmation. Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. [Signature Page Follows) Page 2 of 3 This document does not contain export controlled technical data. SDNY_GlebtB013489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262218 EFTA02727985 Hyperion Air, LLC S761337526PAP Amendment I IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. HYPERION AIR, LLC HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERICAL, INC. Lail 4P/2 eenet, By: By: Name: Lawrence Visoski Name: Shannon M. Palaia Title: Manager Title: Contracts Negotiator Date: 11/19/19 Acceptance Date: November 19.2019 Page 3 of 3 This document does not contain export controlled technical data. SDNY_GL44)2303499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262219 EFTA02727986 Hyperion Air, LLC S76D37526PAP Amendment I Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico . ter Model Serial No. Check if TSO/N Serial No. TSQ/N Serial No. TSO/N i l No. otii l I 760750 S-76C A231-00485 X 2629.6 A242-00472 2629.6 A239-00477 2629.6 "TSO/N' means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-096(M-045 and 76351-09600-047 are 'quiet.' All main gear boxes for the S-76D model helicopter are 'quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page A-I of I This document does not contain export controlled technical data. SDNY_Gl1101:1004130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262220 EFTA02727987 Owls: lrattO CWA Prelim A.76 PrA.....1 \ashen NIA ,tiallkotteatio SismAso AMENDMENT 2 TO Hyperion Air. LLC S76D37526PAP POWERTRAIN ASSURANCE PROGRAM AGREEMENT THIS AMENDMENT 2 (this "Amendment"), is dated as of the Acceptance Date stated below and made by and between HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. ("Sikorsky") and HYPERION AIR, LLC ("Customer") in respect of the Powertrain Assurance Program Agreement, No. S76D37526PAP, dated as of October 10, 2019, by and between Sikorsky and Customer (as amended from time to time, the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. WITNESSETH: WHEREAS, Sikorsky and Customer entered into the Agreement pursuant to which Sikorsky agreed to provide an extended support plan for the gear boxes, known as the Powertrain Assurance Program ("PAP"), for its owned and/or operated S-76® aircraft; WHEREAS, pursuant to its terms, the Agreement will expire on June 30, 2020; and WHEREAS, Sikorsky and Customer wish to amend the Agreement to, among other things, extend the term of the Agreement by three (3) months; NOW THEREFORE, the parties intending to be legally bound, do hereby agree as follows: 1. Article I, "Agreement Expiration," is deleted in its entirety and replaced with the following: Agreement Expiration Date: September 30, 2020 2. Component Identification. Upon signature of this Amendment, for each Component installed on the helicopter covered under the Agreement, Customer shall identify the serial number and time since new or time since overhaul (if the Component was previously overhauled) by completing the table set forth in Exhibit A attached hereto. Accordingly, Exhibit A to the Agreement is deleted in its entirety and replaced with Exhibit A attached hereto. 3. Effective Date. If the Acceptance Date of this Amendment occurs on or after July I, 2020, this Amendment shall have retroactive effect from June 30, 2020. 4. Reaffirmation. Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. [Signature Page Follows] Page I of 2 S-76® is a registered trademark of Sikorsky Aircraft Corporation. This document does not contain export controlled technical data. SDNY_GLW23034412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262221 EFTA02727988 Hyperion Air, LLC S76D37526PAP Amendment 2 IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. HYPERION AIR, LLC HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERICAL, INC. Pa genet/ By: By: Lawrence Visoski Name: Name: Shannon M. Palaia Title: Manager Title: Contracts Negotiator Date: 07/28/20 Acceptance Date: Tilly n, Page 2 of 2 This document does not contain export controlled technical data. SDNY_GUADZICP3493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262222 EFTA02727989 Hyperion Air, LLC S76D37526PAP Amendment 2 Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico i ter Model Serial No. Check if TSO/N LiplAg, er TSO/N &EWA% TSO/N Serial No. ietl 1 760750 S-76C A231-00485 see TSO: TSN: 2630.1 A242-00472 TSO: TSN: 2630.1 A239-00477 TSO: TSN: 2630.1 "TSO/N' means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. I For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-09600-045 and 76351-09600-047 are `quiet.' All main gear boxes for the S-76D model helicopter are `quiet' (part numbers 76351-09600-046 and 76351-09600-050). ■ Page A-I of I This document does not contain export controlled technical data. SDNY_GLIV102.10,3484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA J30262223 EFTA02727990 Hyperion Air, LLC S76D37526PAP AMENDMENT 2 TO POWERTRAIN ASSURANCE PROGRAM AGREEMENT THIS AMENDMENT 2 (this "Amendment"), is dated as of the Acceptance Date stated below and made by and between HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. ("Sikorsky") and HYPERION AIR, LLC ("Customer") in respect of the Powertrain Assurance Program Agreement, No. S76D37526PAP, dated as of October 10, 2019, by and between Sikorsky and Customer (as amended from time to time, the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. WITNESSETH: WHEREAS, Sikorsky and Customer entered into the Agreement pursuant to which Sikorsky agreed to provide an extended support plan for the gear boxes, known as the Powertrain Assurance Program ("PAP"), for its owned and/or operated S-76® aircraft; WHEREAS, pursuant to its terms, the Agreement will expire on June 30, 2020; and WHEREAS, Sikorsky and Customer wish to amend the Agreement to, among other things, extend the term of the Agreement by three (3) months; NOW THEREFORE, the parties intending to be legally bound, do hereby agree as follows: 1. Article I, "Agreement Expiration," is deleted in its entirety and replaced with the following: Agreement Expiration Date: September 30, 2020 2. Component Identification. Upon signature of this Amendment, for each Component installed on the helicopter covered under the Agreement, Customer shall identify the serial number and time since new or time since overhaul (if the Component was previously overhauled) by completing the table set forth in Exhibit A attached hereto. Accordingly, Exhibit A to the Agreement is deleted in its entirety and replaced with Exhibit A attached hereto. 3. Effective Date. If the Acceptance Date of this Amendment occurs on or after July 1, 2020, this Amendment shall have retroactive effect from June 30, 2020. 4. Reaffirmation. Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. [Signature Page Follows] Page I of 2 S-76® is a registered trademark of Sikorsky Aircraft Corporation. This document does not contain export controlled technical data. SDNY_Gletvt23036£15 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262224 EFTA02727991 Hyperion Air, LLC S76D37526PAP Amendment 2 IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. HYPERION AIR, LLC HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERICAL, INC. eanA Pena/ By: By: Lawrence Visoski Name: Name: Shannon M. Palaia Title: Manager Title: Contracts Negotiator Date: 07/28/20 Acceptance Date: t.ayalt,,n,n Page 2 of 2 This document does not contain export controlled technical data. SDNY_GLIEDIXP3486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262225 EFTA02727992 Hyperion Air, LLC S76D37526PAP Amendment 2 Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico i ter Model Serial No. Check if TSO/N LiplAg, er TSO/N &EWA% TSO/N Serial No. iett I 760750 S-76C A231-00485 sie TSO: TSN: 2630.1 A242-00472 TSO: TSN: 2630.1 A239-00477 TSO: TSN: 2630.1 "TSO/N' means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. I For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-09600-045 and 76351-09600-047 are `quiet.' All main gear boxes for the S-76D model helicopter are `quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page A-I of I This document does not contain export controlled technical data. SDNY_GLMOBOC64815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262226 EFTA02727993 Dan 10/1” CWA rm..: SA; Props./ Sumba: NIA Hyperion Air, LLC S76D38751PAP *** ** RAIN ASSURANCE PROGRAM AGREEMENT Pad. THIS POWERTRAIN ASSURANCE PROGRAM AGREEMENT (this "Agreement"), dated as of the Acceptance Date set forth on the signature page hereto, is made by and between HELICOPTER SUPPORT, INC. D/B/A SIKORSKY COMMERCIAL, INC., a Connecticut corporation with a place of business at 124 Quarry Road, Trumbull, Connecticut 06611, United States ("Sikorsky"), and HYPERION AIR, LLC ("Customer"). Within this Agreement, Sikorsky and/or Customer shall each be a "Party" and collectively shall be the "Parties." WHEREAS, Sikorsky provides parts, service and support for owners and operators of Sikorsky Aircraft Corporation helicopters throughout the world; WHEREAS, pursuant to a Powertrain Assurance Program Agreement that will expire by its terms on September 30, 2020, Customer purchased from Sikorsky an extended support plan for the gear boxes, known as the Powertrain Assurance Program ("PAP"), for its owned and/or operated S-76® aircraft; and WHEREAS, Customer desires to enter into this Agreement to continue PAP coverage for such aircraft; NOW THEREFORE, for valid consideration mutually acknowledged by their signatures hereon, the Parties agree as follows: I. INFORMATION AND DEFINITIONS FOR THIS AGREEMENT Sikorsky Contract Number: Customer: Customer Point of Contact: Sikorsky Point of Contact: (Program Matters) S76D38751PAP HYPERION AIR, LLC 6100 Red Hook Quarter B3 St. Thomas, USVI 00802 Atm: Larry Visoski, Manager Phone: 917-868-6145 Fax: 646-350-0954 Email: LVJet@aol.com Timothy Sprau Program Management Manager Sikorsky Commercial, Inc. 124 Quarry Road M/S K100A Trumbull, Connecticut 066114816 Office: +I484-785-5099 Mobile: +1 484-798-3798 Email: timothy.j.sprau@lmco.com Page 1 of 19 'This document does not contain export controlled technical data SONY _ GLIM32301349111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262227 EFTA02727994 Sikorsky Point of Contact: (Orders) Sikorsky Point of Contact: (Flight Time Reporting & Billing) Hyperion Air, LLC S76D38751PAP Customer portal at www.sikorsky360.com fleet_program_finance.gr-sik@lmco.com Helicopter & Coverage Description(s): See Exhibit A attached. Customer shall identify Component serial numbers and times on Exhibit A upon signature of this Agreement and any amendment hereto. Flight Hour Fee: S-76ATM Helicopter 2020 2021 2022 2023 Main Gear Box (MGB) $ 146.83 $ 185.00 $ 194.25 $ 203.96 Intermediate Gear Box (IGB) $ 9.41 $ 10.00 $ 10.50 $ 11.03 Tail Gear Box (TGB) $ 19.20 $ 20.00 $ 21.00 $ 22.05 S-76B/C/DTM Helicopter 2020 2021 2022 2023 Main Gear Box (MGB) $ 137.49 $ 185.00 $ 194.25 $ 203.96 Intermediate Gear Box (IGB) $ 9.24 $ 10.00 $ 10.50 $ 11.03 Tail Gear Box (TGB) $ 18.48 $ 20.00 $ 21.00 $ 22.05 Minimum Utilization Flight Hours: 120 hours per calendar year, per aircraft (pro-rated for any partial year coverage) Agreement Effective Date: If the Acceptance Date of this Agreement occurs on or after October 1, 2020, this Agreement shall have retroactive effect from September 30, 2020. Agreement Expiration Date: December 31, 2023 Attachments: Exhibit A — Covered Components Exhibit B — Form of Cancellation or Transfer Request DEFINITIONS a) "AOG" means a Helicopter cannot fly in its current state solely as a result of a Component's failure; provided, however, that such failure or the absence of a replacement Component is not due to Customer's failure to comply with the terms and conditions of this Agreement. b) "Component" means those gear boxes identified as "covered" in Exhibit A. c) "CPU" means the most recent Sikorsky price list for certain parts used on the Helicopter, which is published by Sikorsky and typically updated at the beginning of each calendar year. Page 2 of 19 This document does not contain export controlled technical data SDNY_G IMIRY5$943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262228 EFTA02727995 Hyperion Air, LLC S76D38751PAP d) "Dollars" or "M" means the lawful currency of the United States of America. e) "External Lift Cycle" means the Helicopter's performance of the following sequence of flight￾related activity: external load lift, enroute travel, approach to hover, and, release of load and land, or, release of load and depart. f) "Flight Time" means the time that commences when a helicopter moves under its own power for the purposes of flight and ends when the helicopter comes to rest after landing. A "Flight Hour" means sixty (60) minutes of Flight Time. g) "Owner" means the record title owner of the Helicopter(s). h) "Repetitive External Lift"means when the average number of External Lift Cycles exceeds six (6) per Flight Hour during any 250-Flight Hour period based on a moving average, calculated at intervals not to exceed fifty (50) Flight Hours of operation. i) "Time Between Overhaul" or "TBO" means the maximum number of Flight Hours that may be logged on a component before requiring removal for overhaul as specified in the then￾current Helicopter maintenance manual. II. PROGRAM DESCRIPTION 1. Sikorsky's Obligation — a) When a Component covered by this Agreement requires overhaul or replacement (rendering it a "Non-Operational Component") during the term of this Agreement, Sikorsky shall, in its sole discretion, either (i) provide Customer with a new, overhauled or repaired Component of the same part number (a "Replacement Component"); or (ii) provide material and/or labor to repair the Non-Operational Component at the location of the Helicopter. A Replacement Component becomes a "Component" for purposes of this Agreement upon installation on the Helicopter for which it was provided. Only Components listed in Exhibit A or Replacement Components will be covered under this Agreement. Any other related or connected parts will not be covered by this Agreement; provided, however, that Sikorsky may, in its sole discretion, elect to provide a part or labor service to prevent an unscheduled removal of a covered Component. b) For a Main Gear Box with Quiet Technology, strictly in the event of an AOG situation, Sikorsky may, in its sole discretion, provide Customer with a Main Gear Box without the Quiet Technology in exchange for the Non-Operational Component to support the AOG. 2. Ordering and Shipment of Replacement Components — To obtain a Replacement Component for a scheduled exchange requirement, Customer must issue a purchase order to Sikorsky a minimum of one hundred twenty (120) days prior to the requested delivery date. Purchase orders received by Sikorsky within less than one hundred twenty (120) days of the requested delivery date may be subject to additional delays. Each purchase order shall state shipping instructions and a requested delivery date. Sikorsky will ship Replacement Page 3 of 19 This document does not contain export controlled technical data SDNY_GINOZER5588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262229 EFTA02727996 Hyperion Air, LLC S76D38751PAP Components to Customer at Customer's expense, FCA Sikorsky's designated facility (Incoterms 2010). Sikorsky and Customer expressly agree that any additional terms and conditions set forth in Customer's purchase order shall have no effect and that the terms and conditions of this Agreement shall govern all purchase orders issued by Customer to Sikorsky hereunder. In the case of an unscheduled exchange requirement, Sikorsky shall use commercially reasonable efforts to deliver the Replacement Component as soon as possible. 3. Exchange/Return of Non-Operational Component — Customer shall, at its own expense, return the Non-Operational Component to Sikorsky within thirty (30) days of Sikorsky's shipment of the Replacement Component and shall provide documentation to Sikorsky to confirm return shipment details. If Customer fails to provide documentation that the shipment of a Non-Operational Component has been initiated within such time period, Customer shall pay to Sikorsky a late return fee of one hundred sixty dollars ($160.00USD) per Component, per day in excess of the thirty (30) day return period. If Sikorsky has not received a Non￾Operational Component within six (6) months from the date of Sikorsky's shipment of the Replacement Component, then Customer shall pay to Sikorsky the price for the Replacement Component as listed in Sikorsky's CPL (the "Non-Return Fee"). Should Sikorsky subsequently receive the Non-Operational Component, Sikorsky shall credit to Customer's account an amount equal to ninety percent (90%) of the Non-Return Fee. The Non-Operational Component should be packed in the same container(s) (or Sikorsky-approved equivalent) in which the Replacement Component was received. Customer shall be responsible for any additional repair costs due to damage associated with an improperly packaged Non￾Operational Component and/or any damage caused by Customer at the time of removal of the Non-Operational Component. Customer shall provide Sikorsky with a copy of the Non￾Operational Component log card prior to shipment, and shall include the original log card in the return container with the Non-Operational Component. Customer shall also retain a copy of the Non-Operational Component log card. 4. Title Transfer/Risk of Loss —Title and risk of loss for each Replacement Component supplied to Customer under this Agreement shall be deemed to have been transferred to Customer upon shipment from Sikorsky's facility. Title and risk of loss for each Non-Operational Component shall be deemed to have been transferred to Sikorsky upon delivery to Sikorsky's facility. Customer represents and warrants that, at the time title to any Non-Operational Component is transferred to Sikorsky (thereby constituting a sale), Customer will have full power, authority and legal right to sell such Non-Operational Component to Sikorsky, and such Non￾Operational Component will be free and clear of any liens, charges and encumbrances created by or against Customer or arising out of the ownership, possession, operation or use of such Non-Operational Component. Customer hereby indemnities and holds Sikorsky harmless from any breach of the foregoing representation and warranty. III. CUSTOMER'S OBLIGATIONS 1. Administration of Agreement by Customer — If Customer is not also the Owner of a Helicopter, without releasing Customer from any contractual obligations hereunder, Customer represents and warrants that it is authorized by the Owner to operate and maintain the Helicopter, to administer this Agreement and to be the primary point of contact for billing, Page 4 of 19 This document does not contain export controlled technical data SDNY_GION230;l3590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262230 EFTA02727997 Hyperion Air, LLC S76D38751PAP technical support, logistics support, reporting, and other administrative matters pertaining to the Helicopter and arising under this Agreement. Customer shall save, indemnify, defend and hold harmless Sikorsky and its corporate parents and subsidiaries from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities arising from or relating to disputes between Customer and Owner pertaining to this Agreement. Upon request, Customer shall provide to Sikorsky the Owner's written acknowledgment of the foregoing in a form reasonably acceptable to Sikorsky. 2. Flight Time Reporting — Within fifteen (15) days after the end of each month, Customer shall e-mail to Sikorsky a statement, signed by Customer, reporting the Component serial numbers installed on each Helicopter, the time since new and time since overhaul (if the Component was previously overhauled) for each Component, and the total Flight Hours (reporting should be to the nearest tenth of an hour) for each Helicopter during the prior month (the "Flight Time Report") to fleet_program_finance.gr-sik@lmco.com. Customer warrants to Sikorsky that all data reported will be correct, and further agrees to grant Sikorsky or its designated representative access to Helicopter records upon reasonable request. If the Flight Time Report is not received within fifteen (15) days after the end of each month, Sikorsky shall notify Customer of such delinquency. If the Flight Time Report is not received within thirty (30) days after providing of such notification, Sikorsky may terminate this Agreement or remove the Helicopter from coverage hereunder in accordance with the termination provisions of Article V. Electronic Flight Time Reports will be updated annually and can be provided to Customer upon request, reflecting the Flight Hour Fee for the current calendar year. 3. Identification and Condition of Components upon Commencement of Agreement — At the time of signature of this Agreement or any amendment to this Agreement, for each Component installed on a Helicopter, Customer shall identify the serial number and time since new and time since overhaul (if the Component was previously overhauled) by completing the table set forth on Exhibit A attached hereto. Customer represents and warrants that the information contained in Exhibit A attached hereto is correct and that the Components are in good working condition with no known defects. Upon request, Customer shall provide copies of the Component log cards for Sikorsky's review. Sikorsky may refuse coverage for a Component if, in its sole discretion, such Component has not been used or maintained in accordance with the terms or conditions of this Agreement or a preceding PAP agreement. 4. Use, Operation and Maintenance of Components - Customer shall use Components solely for the operation of a Helicopter covered under this Agreement. Customer shall obtain Sikorsky's written approval prior to removal of a Component from a PAP-covered Helicopter and installation of such removed Component into any other helicopter, whether or not such helicopter is covered by this Agreement. If Sikorsky discovers that Customer removed a Component from a PAP-covered Helicopter and installed such Component on any other helicopter without Sikorsky's prior approval, Sikorsky may, in its sole discretion, invoice Customer for $5,000.00 USD per occurrence as reimbursement for associated administrative costs. Page 5 of 19 This document does not contain export controlled technical data SDNY_GINOER5502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262231 EFTA02727998 Hyperion Air, LLC S76D38751PAP Customer further covenants that: (a) Components and other parts and equipment for the applicable Helicopter shall be properly installed; (b) the Components and the applicable Helicopter shall be operated and maintained in accordance with the then-current recommendations or instructions of Sikorsky Aircraft Corporation, as contained in its maintenance manuals, operating instructions, Alert Service Bulletins or as otherwise stated in writing by a duly authorized representative of Sikorsky or Sikorsky Aircraft Corporation; (c) Components shall not be repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization; and (d) a Helicopter shall not be used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. Customer acknowledges and agrees that Customer is responsible for complying with all scheduled inspections and other maintenance tasks set forth in the maintenance manuals, operating instructions, Alert Service Bulletins, and other documentation issued by Sikorsky or Sikorsky Aircraft Corporation with respect to maintaining the Components and the applicable Helicopter. Customer shall ensure that reasonable and commercially customary maintenance efforts are made to troubleshoot and fix/adjust Components prior to requesting a replacement. 5. Metal Contamination - Customer shall immediately report Component failure due to metal contamination to Sikorsky, and shall comply with Sikorsky's requests for supporting data and/or samples. 6. Removal of Components - Customer shall not remove a Component from a Helicopter prior to its TB0 without prior authorization from the Sikorsky Point of Contact for Program Matters identified in Article I (or such individual's successor or delegate). 7. New Helicopter Warranty Waiver for S-76DTM Helicopters — In the case of a S-76DTM model helicopter, with respect to any Component installed at the time of acceptance of the Helicopter from Sikorsky or its affiliate, Customer waives the original helicopter warranty set forth in the Helicopter's sales agreement for such Component until such time as this Agreement is terminated or expires. In the event that this Agreement is terminated prior to the scheduled expiration of the original warranty set forth in such sales agreement, such original warranty for each Component will be reinstated and Customer shall be entitled only to the remaining or unexpired duration and terms of such original warranty in accordance with the terms and conditions of the sales agreement. With respect to each Component, the provisions of this Agreement, while in effect, operate as a substitute for the original warranty for such Component waived. If Customer is not the only party with the right to exercise the original helicopter warranty, Customer shall provide Sikorsky with such party or parties' written waiver(s) of the original warranty promptly following the Acceptance Date. IV. PAYMENT AND ADDITIONAL CHARGES 1. Entry Payment - With respect to each Component, added to coverage under this Agreement after the Acceptance Date, upon execution of the amendment adding such Component to Page 6 of 19 This document does not contain export controlled technical data SDNY_GINDZR35593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110262232 EFTA02727999 Hyperion Air, LLC S76D38751PAP coverage hereunder, Customer agrees to pay to Sikorsky an entry payment for each such Component equal to the applicable Flight Hour Fee set forth in Article I multiplied by the number of Flight Hours accrued on such Component since the Component was new or overhauled (as the case may be) at the time of entry into coverage hereunder. 2. Flight Hour Fee; Minimum Utilization Flight Hours — Customer shall pay monthly for each Component an amount equal to the applicable Flight Hour Fee set forth in Article I multiplied by the actual Flight Hours of operation for the applicable Helicopter, as set forth in the Flight Time Report. Customer shall calculate the total Flight Hour Fee for each month (even when zero (0) hours are flown) via the Flight Time Report no later than fifteen (15) days following the end of the month. Sikorsky shall generate an invoice for the total monthly Flight Hour Fee. Customer may also use the Flight Time Report as a self-generated invoice document. After the end of each calendar year and upon termination, expiration or transfer of this Agreement, Sikorsky shall invoice Customer for each Component an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article 1. For calendar year 2020, Right Hours reported and paid under the Powertrain Assurance Program Agreement that expired by its terms on September 30, 2020 will count toward the 2020 Minimum Utilization Flight Hours under this Agreement. 3. Unused Hour Charge - Except in the case of an unscheduled exchange requirement removed pursuant to Article III.6 above, if Customer removes a Component prior to the approved TBO for such Component with at least one hundred (100) Flight Hours remaining (the difference between the TBO and the hours at removal referred to as the "Unused Hours"),Customer shall pay to Sikorsky an amount equal to: (A) the applicable Flight Hour Fee set forth in Article I, multiplied by (B) the difference between the number of Unused Hours less one hundred (100). 4. Upgradeable Component Charge — Upon election of a Component upgrade in the future, Sikorsky shall invoice and Customer shall pay the mutually agreed price for such upgrade. 5. Overhaul Charge - For any Components not covered by a preceding PAP agreement, Sikorsky may, in its sole discretion, charge Customer additional amounts related to repair work required to place the Component into overhauled condition in accordance with the applicable overhaul and repair manual and Sikorsky's quality standards. 6. Other Charges - Customer shall pay all shipping costs related to shipment of Replacement Components to Customer. In the event that a Non-Operational Component has, in Sikorsky's sole discretion, been subject to use or conditions constituting more than ordinary wear or tear (including, but not limited to, accident, lightning, sudden stoppage, corrosion, hard landing, deficient or improper maintenance not in accordance with operator and maintenance manuals, or overtorque), Customer shall be liable to Sikorsky for any and all evaluation, replacement or repair costs relating to the defective Component. An additional charge may apply for a S-76BTM model Helicopter. Sikorsky will supply a -044 configuration gear box or newer under this Agreement. In addition to the Flight Hour Fee, an Page 7 of 19 This document does not contain export controlled technical data SDNY_GW0ZI05934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262233 EFTA02728000 Hyperion Air, LLC S76D38751PAP additional charge may apply for any such Helicopter for the purchase of the Main Mod Kit #76070-35010-011 if required to install the MGB #76351-09600-044 on a covered Helicopter. 7. Payment Terms — All amounts are payable to Sikorsky in U.S. Dollars by no later than thirty (30) days from the date of Sikorsky's invoice to Customer. Interest equivalent to a rate of one and one half percent (1.5%) per month will be charged on all past due amounts. All payments shall be considered interim pending audit of Customer's logbooks by Sikorsky. Customers located outside the United States shall make payment by wire transfer to: Account No. 31079882 Account Name: Helicopter Support, Inc. Routing No. 021000089 SWIFT' Code: CITIUS33 Citibank 399 Park Avenue New York, NY 10043 Customers located in the United States shall make payment by Automated Clearing House (ACH) or Electronic Funds Transfer (EFT) per the above instructions or shall mail payment payable to "Helicopter Support, Inc." at the following address: If sent via U.S. postal service, JP Morgan Chase Bank Attn: Helicopter Support, Inc. P.O. Box 26149 Chicago, IL 60673-6149 If sent via courier service commercial carrier (FedEx, DHL, etc.), JP Morgan Chase Bank Attn: Helicopter Support, Inc. Lockbox #26149 131 S. Dearborn, 6th Floor Chicago, IL 60603 Twenty-four (24) hours before payment, Customer shall e-mail a statement detailing the payment amounts and invoice numbers to sci_ar.gr-sik@lmco.com. 8. Taxes — Customer shall pay to Sikorsky any and all taxes (not including any income taxes), fees or duties which may be imposed by any taxing authority arising from the transactions contemplated by this Agreement (including, without limitation, excise and value added taxes, and any import or export duties), and for which Sikorsky may be held responsible for collection or payment, either on its own behalf or that of Customer, upon receipt by Customer of Sikorsky's invoice therefor. Customer shall minimize, to the greatest extent possible, any taxes that may be imposed on Sikorsky. If the transactions contemplated by this Agreement are exempt or excluded from taxation, Customer shall provide tax indemnification to Sikorsky, via a written statement in the format required by the laws of the jurisdiction for which Customer Page 8 of 19 This document does not contain export controlled technical data SDNY_GINDZR35595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110262234 EFTA02728001 Hyperion Air, LLC S76D38751PAP is asserting said exemption or exclusion, that the transaction is exempt. Said statement must be provided promptly following execution of this Agreement or Customer will be deemed to have conceded the applicability of said taxes and as such authorizes Sikorsky to collect and remit them to the relevant jurisdiction(s). V. CANCELLATION, EXPIRATION, TRANSFER OF BENEFITS, TERMINATION AND WARRANTY I. Sikorsky's Right to Terminate; Remedies in the Event of Termination - Sikorsky may, in its sole discretion, terminate this Agreement or remove a Helicopter or a Component from coverage under this Agreement, if any of the following events occur: a) If a Helicopter suffers an accident rendering the Helicopter and/or a Component unsalvageable (a total loss). b) If a Component is repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization. c) If a Helicopter is used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. d) If Replacement Components are used for any purpose other than for the Helicopter(s) covered under this Agreement without Sikorsky's prior written approval. e) If Customer attempts to transfer this Agreement or the benefits hereunder to a third party without Sikorsky's written approval, as set forth in Article V.3 below. f) If Customer is in default of any other provision of this Agreement and remains in default for a period of thirty (30) days after notice by Sikorsky. g) If Customer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed. h) In addition to any rights or remedies otherwise available at law or equity to Sikorsky, or as specifically set forth elsewhere in this Agreement, Sikorsky shall be entitled to the following remedies in the event of a full or partial termination of this Agreement as set forth above: i) Customer shall forfeit, and Sikorsky may retain, any credits which would be otherwise owed to Customer, including its successors or assigns, had the Agreement not been fully or partially terminated; and ii) Customer shall be liable to Sikorsky for the costs and expenses incurred by Sikorsky arising from or relating to such termination, including but not limited to labor, transportation, removal, disassembly, failure analysis, fault isolation, assembly, Page 9 of 19 This document does not contain export controlled technical data SDNY_GUANXR3606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262235 EFTA02728002 Hyperion Air, LLC S76D38751PAP reinstallation, re-inspection, and retrofit. 2. Cancellation by Customer; Post-Cancellation Component Limited Warranty a) Customer may cancel this Agreement or remove any Component or Helicopter from coverage hereunder at any time following thirty (30) days written notice to Sikorsky and subsequent mutual written agreement of the Parties as to the date of cancellation. Customer's written cancellation notice must include the following information: (i) The requested effective date of the cancellation (if greater than thirty days from the date of the notice); (ii) The serial number for each Component; (iii)The Helicopter serial number on which each Component is installed; and (iv)The time since new and time since overhaul (if the Component was previously overhauled) for each Component. A form of cancellation notice is attached as Exhibit B. If Sikorsky identifies any discrepancy between the information contained in Customer's written cancellation notice and Sikorsky's records (including but not limited to a Component serial number, time since new or time since overhaul, etc.), Sikorsky shall notify Customer of such and the parties will work to resolve the discrepancy as promptly as possible. b) Performance of all obligations of the Parties under this Agreement, including payment of all amounts due to Sikorsky and resolution of any reporting discrepancies, shall be completed up to the date of cancellation. Upon Customer's return to Sikorsky of all Non￾Operational Components, if any, and payment of all amounts due to Sikorsky, Customer shall be entitled to a credit to its account at Sikorsky (the "Termination Credit") for each Component installed on a Helicopter as of the date of cancellation. If the Component had been provided to Customer under this Agreement, the Termination Credit is equal to seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement. Otherwise, the Termination Credit for a Component is equal to seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant to a preceding PAP agreement. c) For any Replacement Component provided to Customer by Sikorsky pursuant to this Agreement within one (1) year prior to the date of cancellation, provided that Customer has returned all Non-Operational Components in accordance with Article I1.3 above, Sikorsky warrants to Customer that, for one (1) year after the date of Sikorsky's shipment of the Replacement Component to Customer, such Component shall be free from defects in material and workmanship; provided that Customer provides Sikorsky written notice of any defect within sixty (60) days of Customer's discovery of the defect. S ikorsky's liability Page 10 of 19 This document does not contain export controlled technical data SDNY_GINZR355911 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262236 EFTA02728003 Hyperion Air, LLC S76D38751PAP and Customer's remedy under this limited warranty is limited to the repair or replacement, at Sikorsky's election, of a Component which is determined by Sikorsky to be defective in material or workmanship. Customer shall not return any such item until it has provided written notice of the defect to Sikorsky, and Customer shall include a copy of such written notice with the shipment. Transportation charges (excluding related import and export charges) for the return of such Components to Sikorsky and its reshipment to Customer and the risk of loss thereof will be borne by Sikorsky only if returned in accordance with Sikorsky's written shipping instructions. Repaired or replaced items are warranted for the remainder of the applicable one (1) year limited warranty period. This limited warranty shall not apply to any Components which in Sikorsky's judgment (i) have been repaired or altered outside of Sikorsky's facilities in any way so as to affect the safety, function or reliability of the Component, or (ii) has been subject to misuse, negligence, accident or other abuse. This limited warranty is the sole and exclusive warranty provided by Sikorsky to Customer under this Agreement, in accordance with the provisions of Article VI.7 below. 3. Transfer of Benefits — Customer may request, and Sikorsky may agree, to transfer this Agreement or the amounts paid under this Agreement with respect to any or all Components (the "Transfer Credit") to a new owner or operator of the Helicopter(s) under the following conditions: a) Customer must notify Sikorsky at least thirty (30) days prior to the intended date of transfer and provide a written request for such transfer to include the following information: (i) Full legal name, mailing address, and contact information of the intended transferee; (ii) Description of the transaction giving rise to the transfer (e.g., sale, lease, merger, etc.); and (iii)Description of the requested scope of the transfer (i.e., entire agreement, partial for specific helicopter only, etc.). A form of transfer request is attached as Exhibit B. b) Sikorsky will review and approve the party to whom Customer intends to transfer this Agreement, including but not limited to financial stability and intended use of the Helicopter by that third party. Customer shall permit or facilitate any and all requests of Sikorsky to inspect the Helicopter(s) and shall provide Sikorsky with any and all log books and other requested documentation relating to the operation, use, and maintenance of the Helicopter(s). Sikorsky's consent to the requested transfer shall be in its sole discretion and must be in writing. Such consent is conditioned upon the transferee assuming, in writing, all of Customer's obligations under this Agreement and may be conditioned upon renegotiation with the transferee of other terms and conditions of this Agreement or the transferee's execution of a separate PAP agreement (in which case, Sikorsky shall credit the Transfer Credit to such agreement). c) Customer must be current in payment of all amounts due to Sikorsky up to and including Page 11 of 19 This document does not contain export controlled technical data SDNY_GINZA355851 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110262237 EFTA02728004 Hyperion Air, LLC 876D38751PAP the requested date of transfer, or actual date of transfer if later than requested, including but not limited to, for each Component, an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I (pro-rated up to the date of transfer) and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article 1. d) If Customer does not notify Sikorsky at least thirty (30) days prior to the intended date of transfer or Sikorsky receives a transfer request after a Helicopter has been sold, Sikorsky may, in its sole discretion, invoice Customer for $1,000.00 as reimbursement for associated administrative costs. 4. Expiration of Agreement — Provided that Customer is not in default, upon expiration of this Agreement, Customer will receive a credit to its account at Sikorsky, determined as follows. a) If this Agreement is renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit applied to the new agreement for each Component installed on a Helicopter as of the date of expiration equal to either: (i) if the Component had been provided to Customer under this Agreement, one hundred percent (100%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement; or (ii) one hundred percent (100%) of the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus any amounts credited to this Agreement for such Component pursuant a preceding PAP agreement. b) If this Agreement is not renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit to its account at Sikorsky for each Component installed on a Helicopter as of the date of expiration equal to either: (i) if the Component had been provided to Customer under this Agreement, seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement; or (ii) seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant a preceding agreement. VI. STANDARD TERMS AND CONDITIONS 1. Excusable Delay and Force Majeure — Neither Party shall be charged with any liability for failure or delay in performing under this Agreement when such failure or delay is due to causes beyond such Party's reasonable control, the delayed Party has exercised commercially reasonable efforts to mitigate the failure or delay, and has provided the other Party with reasonable notice and periodic updates ("Excusable Delay"). Acts or events which may cause or contribute to an Excusable Delay include but are not limited to acts of God or the public enemy, delays of suppliers, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, civil unrest or disobedience, war, terrorism, riots, strikes, lockouts, labor disputes, or unusually severe weather ("Force Majeure"). Notwithstanding the foregoing, Customer shall not be entitled to Page 12 of 19 This document does not contain export controlled technical data SDNY_GINDZR35598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262238 EFTA02728005 Hyperion Air, LLC S76D38751PAP claim Excusable Delay or the occurrence of a Force Majeure with regard to Customer's payment obligations under this Agreement. 2. Export Licenses - Customer will, on Sikorsky's request, assist Sikorsky in Sikorsky's efforts to obtain any U.S. government export license or similar authorization which may be required now or hereafter for export of Replacement Components or related data. The Parties acknowledge that this Agreement is conditioned upon the ability of the Parties to conform to the laws and regulations of the United States and its various cognizant departments regarding performance under this Agreement. Customer also agrees that this Agreement is conditioned on Customer's agreement to not re-transfer, re-export or divert any export-controlled Components or other parts, services, or related data if such re-transfer, re-export or diversion would be a violation of any U.S. export or sanctions laws. Any technical data or defense service exported from the United States in support of this Agreement may not be used for the production or manufacture of any defense article and shall not be transferred to a person in a third country or to a national of a third country unless the prior written approval of the U.S. government has been obtained. The foregoing obligation will remain binding on Customer after the termination of this Agreement. 3. Import Licenses — With respect to any import laws and other regulations of the country of destination and its various cognizant departments regarding the import of the parts hereunder, Customer shall be solely responsible for advance notification to Sikorsky and obtaining and complying with any and all import licenses or other authorizations which may be required for such activity. 4. Assignment — Subject to Article V.3, Transfer of Benefits, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto, but it may not be voluntarily assigned, wholly or in part, by either Party without the prior written consent of the other Party; provided however, that Sikorsky shall have the right to assign this Agreement to Sikorsky Aircraft Corporation or one of its subsidiaries or affiliates without Customer's prior consent. Assignments made in violation of this Paragraph 4 shall be deemed null and void. 5. Notices — All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices pertaining to this Agreement shall be given by hand delivery, registered mail, or commercial carrier (FedEx, DHL, etc.) and addressed as follows: if to Customer, the notice shall be addressed as indicated in Article I; and if to Sikorsky, the notice shall be addressed to: Helicopter Support, Inc. dba Sikorsky Commercial, Inc., do Sikorsky Aircraft Corporation, 6900 Main Street, P.O. Box 9729, Stratford, Connecticut 06615, Attn: Vice President —General Counsel. Any legal notice sent by one party to the other shall be effective on the date upon which receipt can be confirmed by the receiving Party. 6. EXCLUSIVE REMEDIES AND WARRANTIES - THE REMEDIES AND WARRANTIES PROVIDED BY SIKORSKY UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING Page 13 of 19 This document does not contain export controlled technical data SDNY_GIAPZRX5589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262239 EFTA02728006 Hyperion Air, LLC S76D38751PAP WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH SUCH WARRANTIES AND ANY OTHER WARRANTIES BEING EXPRESSLY DISCLAIMED HEREBY; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, INCLUDING ALL REMEDIES UNDER THE CONNECTICUT PRODUCT LIABILITY ACT WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS CORPORATE PARENTS' OR AFFILIATES' NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS CORPORATE PARENTS OR AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SUCH ENTITY. 7. Limitation of Liability - With respect to any item or service provided under this Agreement and alleged to be the cause of any loss or damage to Customer, the sum equal to Sikorsky's established selling price for such item or service shall be the ceiling limit on Sikorsky's or any of its corporate parents' or affiliates' liability, whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof or (ii) the design, manufacture, delivery, sale, repair, replacement, use or furnishing of any item or service. In no event shall Sikorsky or any of its corporate parents or affiliates have any liability for any indirect, incidental, consequential or special damages. 8. Patent Infringement - Sikorsky shall indemnify and hold harmless and conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Customer of any part or service delivered hereunder directly infringes any United States patent or design but only on the condition that (A) Sikorsky receives prompt written notice of such claim, suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Customer and defendant for such defense; (B) said part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the part(s) is recommended in writing by Sikorsky; and (C) the claim, suit, or action is brought against Customer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said claim, suit, or action or shall pay all damages excluding consequential damages, and, if the use or resale of such part is finally enjoined, Sikorsky shall promptly, at Sikorsky's option: (i) procure for defendant the right to use or resell the part, (ii) replace the part with an equivalent non-infringing part, or (iii) modify the part so that it becomes non-infringing but equivalent, or (iv) provided that an equivalent non-infringing part is available, remove the part and refund the selling price (less a reasonable allowance for use, damage, and obsolescence). If a claim, suit, or action is based on a design or specification furnished by Customer, or on the performance of a process not recommended in writing by Sikorsky, or on the use or sale of the parts delivered hereunder in combination with other helicopter parts not delivered to Customer by Sikorsky, Customer shall indemnify and save Sikorsky and its parent companies harmless Page 14 of 19 This document does not contain export controlled technical data SDNY_G W2300500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262240 EFTA02728007 Hyperion Air, LLC S76D38751PAP therefrom. 9. Disputes — Prior to a Party initiating a formal legal proceeding relating to a dispute under this Agreement, that Party must provide the other Party(ies) with a written request for dispute resolution. Should the Parties fail to reach agreement on the subject of the dispute within thirty (30) days of the request, either Party may pursue the rights and remedies available to it at law or equity. Notwithstanding the foregoing, either Party may resort to a formal legal proceeding for equitable relief at any time, and/or may institute litigation in order to avoid the expiration of any applicable limitations period or to preserve a superior position with respect to creditors. 10. Governing Law — This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of Connecticut, United States of America, excluding Connecticut's choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. All disputes, controversies, claims, or suits brought in connection with this Agreement shall be resolved exclusively in a court of competent jurisdiction residing in Connecticut. 11. Entire Agreement — The terms and conditions contained in this Agreement constitute the entire agreement between the Parties hereto and shall supersede all previous communications, representations or agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same will be binding upon any Party unless in writing, signed by a duly authorized officer or representative thereof. 12. Non — Disclosure — With exception for the existence of this Agreement, the Parties hereby agree that neither Party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party except as may be required in the performance of this Agreement. 13. Counterparts - This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature Page Follows] Page 15 of 19 This document does not contain export controlled technical data SDNY_GILIVDZ03502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262241 EFTA02728008 Hyperion Air, LLC S76D38751PAP IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. CUSTOMER: SIKORSKY: HYPERION AIR, LLC By: i By: Lan4Pez eena..., Name: Lawrence Visoski Name: Shannon M. Palaia Title: Manager Title: Contracts Negotiator Date: 10/13/20 Acceptance Date: October 15, 2020 HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. Page 16 of 19 This document does not contain export controlled technical data SDNY_GINNY35503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262242 EFTA02728009 Hyperion Air. LLC S76D38751PAP Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico i ter Model Serial No. Check if TSO/N Serial No. TSO/N Serial No. TSO/N Serial No. )it 1 760750 S-76C A231-00485 X 7sw 2630.5 A242-00472 TSN: 2630.5 A239-00477 TSN: 2630.5 TS N/A TSO: WA LSO: WA ``TSO/N" means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-09600-045 and 76351-09600-047 are `quiet.' All main gear boxes for the S-76D model helicopter are `quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page 17 of 19 This document does not contain export controlled technical data SDNY_GOVOn03504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262243 EFTA02728010 Hyperion Air, LLC 876D38751PAP Exhibit B Form of Cancellation or Transfer Request [TO BE ON CUSTOMER LETTERHEAD] [DATE] VIA E-MAIL Sikorsky Commercial, Inc. 124 Quarry Road M/S K100A Trumbull, Connecticut 06611-4816 Attention: Timothy Sprau, Program Management Manager Email: timothy.j.sprau@lmco.com RE: Powertrain Assurance Program Agreement, Sikorsky Contract No. [CANCELLATION/TRANSFER] Request [APPLICABLE TO A CANCELLATION REQUEST] The undersigned hereby requests cancellation of the above-referenced contract. Pertinent details are as follows: (i) The requested effective date of cancellation is (ii) The Helicopter serial number(s), Component serial numbers, and time since new (TSN) and time since overhaul (TSO) are: Helicopter S/N Main Gearbox S/N TSN [__] TSO [ ] Intermediate Gearbox S/N TSN [__] TSO [ ] Tail Gearbox S/N TSN [__] TSO [ ] [APPLICABLE TO A TRANSFER REQUEST] The undersigned hereby requests transfer of the above-referenced contract. Pertinent details are as follows: (i) The anticipated effective date of transfer is [ ]. (iii)The Helicopter serial number(s), Component serial numbers, and time since new (TSN) and time since overhaul (TSO) are: Helicopter S/N Main Gearbox S/N f 1 TSN [ ] TSO [_] Page 18 of 19 This document does not contain export controlled technical data SONY_GILTD73013505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262244 EFTA02728011 Hyperion Air, LLC S76D38751PAP Intermediate Gearbox SIN TSN [__] TS0 [ ] Tail Gearbox SIN TSN [ ] TSO [ ] (ii) The transferee's information is: Full legal name 1 Mailing address 1 1 Point of Contact Name 1 Title Phone number [ I Email address (iii) [Insert description of the transaction giving rise to the transfer (e.g., sale, lease, merger, etc.).] [CUSTOMER NAME] By: Name: Title: Page 19 of 19 This document does not contain export controlled technical data SONY_GIAVOIR313508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262245 EFTA02728012 Hyperion Air. LLC S76D38751PAP POWERTRAIN ASSURANCE PROGRAM AGREEMENT THIS POWERTRAIN ASSURANCE PROGRAM AGREEMENT (this "Agreement"), dated as of the Acceptance Date set forth on the signature page hereto, is made by and between HELICOPTER SUPPORT, INC. D/B/A SIKORSKY COMMERCIAL, INC., a Connecticut corporation with a place of business at 124 Quarry Road, Trumbull, Connecticut 06611, United States ("Sikorsky"), and HYPERION AIR, LLC ("Customer"). Within this Agreement, Sikorsky and/or Customer shall each be a "Party" and collectively shall be the "Parties" WHEREAS, Sikorsky provides parts, service and support for owners and operators of Sikorsky Aircraft Corporation helicopters throughout the world; WHEREAS, pursuant to a Powertrain Assurance Program Agreement that will expire by its terms on September 30, 2020, Customer purchased from Sikorsky an extended support plan for the gear boxes, known as the Powertrain Assurance Program ("PAP"), for its owned and/or operated S-76® aircraft; and WHEREAS, Customer desires to enter into this Agreement to continue PAP coverage for such aircraft; NOW THEREFORE, for valid consideration mutually acknowledged by their signatures hereon, the Parties agree as follows: I. INFORMATION AND DEFINITIONS FOR THIS AGREEMENT Sikorsky Contract Number: Customer: Customer Point of Contact: Sikorsky Point of Contact: (Program Matters) S76D38751PAP HYPERION AIR, LLC 6100 Red Hook Quarter B3 St. Thomas, USVI 00802 Attn: Larry Visoski, Manager Phone: 917-868-6145 Fax: 646-350-0954 Email: LVJet@aol.com Timothy Sprau Program Management Manager Sikorsky Commercial, Inc. 124 Quarry Road M/S K100A Trumbull, Connecticut 06611-4816 Office: +1 484-785-5099 Mobile: +I 484-798-3798 Email: timothy.j.sprau@lmco.com Page 1 of 19 This document does not contain export controlled technical data SDNY_Glit432:RX55015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262246 EFTA02728013 Sikorsky Point of Contact: (Orders) Sikorsky Point of Contact: (Flight Time Reporting & Billing) Hyperion Air, LLC S76D3875 IPAP Customer portal at www.sikorsky360.com fleet_program_finance.gr-sik@lmco.com Helicopter & Coverage Description(s): See Exhibit A attached. Customer shall identify Component serial numbers and times on Exhibit A upon signature of this Agreement and any amendment hereto. Flight Hour Fee: S-76ATM Helicopter 2020 2021 2022 2023 Main Gear Box (MGB) $ 146.83 $ 185.00 $ 194.25 $ 203.96 Intermediate Gear Box (IGB) $ 9.41 $ 10.00 $ 10.50 $ 11.03 Tail Gear Box (TGB) $ 19.20 $ 20.00 $ 21.00 $ 22.05 S-76B/C/DTM Helicopter 2020 2021 2022 2023 Main Gear Box (N1GB) $ 137.49 $ 185.00 $ 194.25 $ 203.96 Intermediate Gear Box (IGB) $ 9.24 $ 10.00 $ 10.50 $ 11.03 Tail Gear Box (TGB) $ 18.48 $ 20.00 $ 21.00 $ 22.05 Minimum Utilization Flight Hours: 120 hours per calendar year, per aircraft (pro-rated for any partial year coverage) Agreement Effective Date: If the Acceptance Date of this Agreement occurs on or after October 1, 2020, this Agreement shall have retroactive effect from September 30, 2020. Agreement Expiration Date: December 31, 2023 Attachments: Exhibit A — Covered Components Exhibit B — Form of Cancellation or Transfer Request DEFINITIONS a) "AOG" means a Helicopter cannot fly in its current state solely as a result of a Component's failure; provided, however, that such failure or the absence of a replacement Component is not due to Customer's failure to comply with the terms and conditions of this Agreement. b) "Component" means those gear boxes identified as "covered" in Exhibit A. c) "CPL"means the most recent Sikorsky price list for certain pans used on the Helicopter, which is published by Sikorsky and typically updated at the beginning of each calendar year. Page 2 of 19 This document does not contain export controlled technical data SDNY_GIZIANY315508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262247 EFTA02728014 Hyperion Air, LLC S76D38751PAP d) "Dollars" or "M" means the lawful currency of the United States of America. e) "External Lift Cycle" means the Helicopter's performance of the following sequence of flight￾related activity: external load lift, enroute travel, approach to hover, and, release of load and land, or, release of load and depart. t) "Flight Time" means the time that commences when a helicopter moves under its own power for the purposes of flight and ends when the helicopter comes to rest after landing. A "Flight Hour" means sixty (60) minutes of Flight Time. g) "Owner" means the record title owner of the Helicopter(s). h) "Repetitive External Lift" means when the average number of External Lift Cycles exceeds six (6) per Flight Hour during any 250-Flight Hour period based on a moving average, calculated at intervals not to exceed fifty (50) Flight Hours of operation. i) "Time Between Overhaul" or "TBO" means the maximum number of Flight Hours that may be logged on a component before requiring removal for overhaul as specified in the then￾current Helicopter maintenance manual. II. PROGRAM DESCRIPTION 1. Sikorsky's Obligation — a) When a Component covered by this Agreement requires overhaul or replacement (rendering it a "Non-Operational Component") during the term of this Agreement, Sikorsky shall, in its sole discretion, either (i) provide Customer with a new, overhauled or repaired Component of the same part number (a "Replacement Component"); or (ii) provide material and/or labor to repair the Non-Operational Component at the location of the Helicopter. A Replacement Component becomes a "Component" for purposes of this Agreement upon installation on the Helicopter for which it was provided. Only Components listed in Exhibit A or Replacement Components will be covered under this Agreement. Any other related or connected parts will not be covered by this Agreement; provided, however, that Sikorsky may, in its sole discretion, elect to provide a part or labor service to prevent an unscheduled removal of a covered Component. b) For a Main Gear Box with Quiet Technology, strictly in the event of an AOG situation, Sikorsky may, in its sole discretion, provide Customer with a Main Gear Box without the Quiet Technology in exchange for the Non-Operational Component to support the AOG. 2. Ordering and Shipment of Replacement Components — To obtain a Replacement Component for a scheduled exchange requirement, Customer must issue a purchase order to Sikorsky a minimum of one hundred twenty (120) days prior to the requested delivery date. Purchase orders received by Sikorsky within less than one hundred twenty (120) days of the requested delivery date may be subject to additional delays. Each purchase order shall state shipping instructions and a requested delivery date. Sikorsky will ship Replacement Page 3 of 19 This document does not contain export controlled technical data SDNY_GIN0730550B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262248 EFTA02728015 Hyperion Air, LLC S76D38751PAP Components to Customer at Customer's expense, FCA Sikorsky's designated facility (Incoterms 2010). Sikorsky and Customer expressly agree that any additional terms and conditions set forth in Customer's purchase order shall have no effect and that the terms and conditions of this Agreement shall govern all purchase orders issued by Customer to Sikorsky hereunder. In the case of an unscheduled exchange requirement, Sikorsky shall use commercially reasonable efforts to deliver the Replacement Component as soon as possible. 3. Exchange/Return of Non-Operational Component — Customer shall, at its own expense, return the Non-Operational Component to Sikorsky within thirty (30) days of Sikorsky's shipment of the Replacement Component and shall provide documentation to Sikorsky to confirm return shipment details. If Customer fails to provide documentation that the shipment of a Non-Operational Component has been initiated within such time period, Customer shall pay to Sikorsky a late return fee of one hundred sixty dollars ($160.00USD) per Component, per day in excess of the thirty (30) day return period. If Sikorsky has not received a Non￾Operational Component within six (6) months from the date of Sikorsky's shipment of the Replacement Component, then Customer shall pay to Sikorsky the price for the Replacement Component as listed in Sikorsky's CPL (the "Non-Return Fee"). Should Sikorsky subsequently receive the Non-Operational Component, Sikorsky shall credit to Customer's account an amount equal to ninety percent (90%) of the Non-Return Fee. The Non-Operational Component should be packed in the same container(s) (or Sikorsky-approved equivalent) in which the Replacement Component was received. Customer shall be responsible for any additional repair costs due to damage associated with an improperly packaged Non￾Operational Component and/or any damage caused by Customer at the time of removal of the Non-Operational Component. Customer shall provide Sikorsky with a copy of the Non￾Operational Component log card prior to shipment, and shall include the original log card in the return container with the Non-Operational Component. Customer shall also retain a copy of the Non-Operational Component log card. 4. Title Transfer/Risk of Loss —Title and risk of loss for each Replacement Component supplied to Customer under this Agreement shall be deemed to have been transferred to Customer upon shipment from Sikorsky's facility. Title and risk of loss for each Non-Operational Component shall be deemed to have been transferred to Sikorsky upon delivery to Sikorsky's facility. Customer represents and warrants that, at the time title to any Non-Operational Component is transferred to Sikorsky (thereby constituting a sale), Customer will have full power, authority and legal right to sell such Non-Operational Component to Sikorsky, and such Non￾Operational Component will be free and clear of any liens, charges and encumbrances created by or against Customer or arising out of the ownership, possession, operation or use of such Non-Operational Component. Customer hereby indemnities and holds Sikorsky harmless from any breach of the foregoing representation and warranty. III. CUSTOMER'S OBLIGATIONS 1. Administration of Agreement by Customer — If Customer is not also the Owner of a Helicopter, without releasing Customer from any contractual obligations hereunder, Customer represents and warrants that it is authorized by the Owner to operate and maintain the Helicopter, to administer this Agreement and to be the primary point of contact for billing, Page 4 of 19 This document does not contain export controlled technical data SDNY_GINDZR355B9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262249 EFTA02728016 Hyperion Air, LLC S76D38751PAP technical support, logistics support, reporting, and other administrative matters pertaining to the Helicopter and arising under this Agreement. Customer shall save, indemnify, defend and hold harmless Sikorsky and its corporate parents and subsidiaries from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities arising from or relating to disputes between Customer and Owner pertaining to this Agreement. Upon request, Customer shall provide to Sikorsky the Owner's written acknowledgment of the foregoing in a form reasonably acceptable to Sikorsky. 2. Flight Time Reporting — Within fifteen (15) days after the end of each month, Customer shall e-mail to Sikorsky a statement, signed by Customer, reporting the Component serial numbers installed on each Helicopter, the time since new and time since overhaul (if the Component was previously overhauled) for each Component, and the total Flight Hours (reporting should be to the nearest tenth of an hour) for each Helicopter during the prior month (the "Flight Time Report") to fleet_program_finance.gr-sik@lmco.com. Customer warrants to Sikorsky that all data reported will be correct, and further agrees to grant Sikorsky or its designated representative access to Helicopter records upon reasonable request. If the Flight Time Report is not received within fifteen (15) days after the end of each month, Sikorsky shall notify Customer of such delinquency. If the Flight Time Report is not received within thirty (30) days after providing of such notification, Sikorsky may terminate this Agreement or remove the Helicopter from coverage hereunder in accordance with the termination provisions of Article V. Electronic Flight Time Reports will be updated annually and can be provided to Customer upon request, reflecting the Flight Hour Fee for the current calendar year. 3. Identification and Condition of Components upon Commencement of Agreement — At the time of signature of this Agreement or any amendment to this Agreement, for each Component installed on a Helicopter, Customer shall identify the serial number and time since new and time since overhaul (if the Component was previously overhauled) by completing the table set forth on Exhibit A attached hereto. Customer represents and warrants that the information contained in Exhibit A attached hereto is correct and that the Components are in good working condition with no known defects. Upon request, Customer shall provide copies of the Component log cards for Sikorsky's review. Sikorsky may refuse coverage for a Component if, in its sole discretion, such Component has not been used or maintained in accordance with the terms or conditions of this Agreement or a preceding PAP agreement. 4. Use, Operation and Maintenance of Components - Customer shall use Components solely for the operation of a Helicopter covered under this Agreement. Customer shall obtain Sikorsky's written approval prior to removal of a Component from a PAP-covered Helicopter and installation of such removed Component into any other helicopter, whether or not such helicopter is covered by this Agreement. If Sikorsky discovers that Customer removed a Component from a PAP-covered Helicopter and installed such Component on any other helicopter without Sikorsky's prior approval, Sikorsky may, in its sole discretion, invoice Customer for $5,000.00 USD per occurrence as reimbursement for associated administrative costs. Page 5 of 19 This document does not contain export controlled technical data SDNY_GIN07305520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262250 EFTA02728017 Hyperion Air, LLC S76D38751PAP Customer further covenants that: (a) Components and other parts and equipment for the applicable Helicopter shall be properly installed; (b) the Components and the applicable Helicopter shall be operated and maintained in accordance with the then-current recommendations or instructions of Sikorsky Aircraft Corporation, as contained in its maintenance manuals, operating instructions, Alert Service Bulletins or as otherwise stated in writing by a duly authorized representative of Sikorsky or Sikorsky Aircraft Corporation; (c) Components shall not be repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization; and (d) a Helicopter shall not be used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. Customer acknowledges and agrees that Customer is responsible for complying with all scheduled inspections and other maintenance tasks set forth in the maintenance manuals, operating instructions, Alert Service Bulletins, and other documentation issued by Sikorsky or Sikorsky Aircraft Corporation with respect to maintaining the Components and the applicable Helicopter. Customer shall ensure that reasonable and commercially customary maintenance efforts are made to troubleshoot and fix/adjust Components prior to requesting a replacement. 5. Metal Contamination - Customer shall immediately report Component failure due to metal contamination to Sikorsky, and shall comply with Sikorsky's requests for supporting data and/or samples. 6. Removal of Components - Customer shall not remove a Component from a Helicopter prior to its TB0 without prior authorization from the Sikorsky Point of Contact for Program Matters identified in Article I (or such individual's successor or delegate). 7. New Helicopter Warranty Waiver for S-76DTM Helicopters — In the case of a S-76DTM model helicopter, with respect to any Component installed at the time of acceptance of the Helicopter from Sikorsky or its affiliate, Customer waives the original helicopter warranty set forth in the Helicopter's sales agreement for such Component until such time as this Agreement is terminated or expires. In the event that this Agreement is terminated prior to the scheduled expiration of the original warranty set forth in such sales agreement, such original warranty for each Component will be reinstated and Customer shall be entitled only to the remaining or unexpired duration and terms of such original warranty in accordance with the terms and conditions of the sales agreement. With respect to each Component, the provisions of this Agreement, while in effect, operate as a substitute for the original warranty for such Component waived. If Customer is not the only party with the right to exercise the original helicopter warranty, Customer shall provide Sikorsky with such party or parties' written waiver(s) of the original warranty promptly following the Acceptance Date. IV. PAYMENT AND ADDITIONAL CHARGES 1. Entry Payment - With respect to each Component, added to coverage under this Agreement after the Acceptance Date, upon execution of the amendment adding such Component to Page 6 of 19 This document does not contain export controlled technical data SDNY_GINDMISSI2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262251 EFTA02728018 Hyperion Air, LLC S76D38751PAP coverage hereunder, Customer agrees to pay to Sikorsky an entry payment for each such Component equal to the applicable Flight Hour Fee set forth in Article I multiplied by the number of Flight Hours accrued on such Component since the Component was new or overhauled (as the case may be) at the time of entry into coverage hereunder. 2. Flight Hour Fee; Minimum Utilization Flight Hours — Customer shall pay monthly for each Component an amount equal to the applicable Flight Hour Fee set forth in Article I multiplied by the actual Flight Hours of operation for the applicable Helicopter, as set forth in the Flight Time Report. Customer shall calculate the total Flight Hour Fee for each month (even when zero (0) hours are flown) via the Flight Time Report no later than fifteen (15) days following the end of the month. Sikorsky shall generate an invoice for the total monthly Flight Hour Fee. Customer may also use the Flight Time Report as a self-generated invoice document. After the end of each calendar year and upon termination, expiration or transfer of this Agreement, Sikorsky shall invoice Customer for each Component an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I and the actual Right Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article 1. For calendar year 2020, Right Hours reported and paid under the Powertrain Assurance Program Agreement that expired by its terms on September 30, 2020 will count toward the 2020 Minimum Utilization Flight Hours under this Agreement. 3. Unused Hour Charge - Except in the case of an unscheduled exchange requirement removed pursuant to Article III.6 above, if Customer removes a Component prior to the approved TBO for such Component with at least one hundred (100) Flight Hours remaining (the difference between the TBO and the hours at removal referred to as the "Unused Hours"),Customer shall pay to Sikorsky an amount equal to: (A) the applicable Flight Hour Fee set forth in Article I, multiplied by (B) the difference between the number of Unused Hours less one hundred (100). 4. Upgradeable Component Charge — Upon election of a Component upgrade in the future, Sikorsky shall invoice and Customer shall pay the mutually agreed price for such upgrade. 5. Overhaul Charge - For any Components not covered by a preceding PAP agreement, Sikorsky may, in its sole discretion, charge Customer additional amounts related to repair work required to place the Component into overhauled condition in accordance with the applicable overhaul and repair manual and Sikorsky's quality standards. 6. Other Charges - Customer shall pay all shipping costs related to shipment of Replacement Components to Customer. In the event that a Non-Operational Component has, in Sikorsky's sole discretion, been subject to use or conditions constituting more than ordinary wear or tear (including, but not limited to, accident, lightning, sudden stoppage, corrosion, hard landing, deficient or improper maintenance not in accordance with operator and maintenance manuals, or overtorque), Customer shall be liable to Sikorsky for any and all evaluation, replacement or repair costs relating to the defective Component. An additional charge may apply for a S-76BTM model Helicopter. Sikorsky will supply a -044 configuration gear box or newer under this Agreement. In addition to the Flight Hour Fee, an Page 7 of 19 This document does not contain export controlled technical data SDNY_GINOZRX5523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262252 EFTA02728019 Hyperion Air, LLC S76D38751PAP additional charge may apply for any such Helicopter for the purchase of the Main Mod Kit #76070-35010-011 if required to install the MGB #76351-09600-044 on a covered Helicopter. 7. Payment Terms — All amounts are payable to Sikorsky in U.S. Dollars by no later than thirty (30) days from the date of Sikorsky's invoice to Customer. Interest equivalent to a rate of one and one half percent (1.5%) per month will be charged on all past due amounts. All payments shall be considered interim pending audit of Customer's logbooks by Sikorsky. Customers located outside the United States shall make payment by wire transfer to: Account No. 31079882 Account Name: Helicopter Support, Inc. Routing No. 021000089 SWIFT' Code: CITIUS33 Citibank 399 Park Avenue New York, NY 10043 Customers located in the United States shall make payment by Automated Clearing House (ACH) or Electronic Funds Transfer (EFT) per the above instructions or shall mail payment payable to "Helicopter Support, Inc." at the following address: If sent via U.S. postal service, JP Morgan Chase Bank Attn: Helicopter Support, Inc. P.O. Box 26149 Chicago, IL 60673-6149 If sent via courier service commercial carrier (FedEx, DHL, etc.), JP Morgan Chase Bank Attn: Helicopter Support, Inc. Lockbox #26149 131 S. Dearborn, 6th Floor Chicago, IL 60603 Twenty-four (24) hours before payment, Customer shall e-mail a statement detailing the payment amounts and invoice numbers to sci_ar.gr-sik@lmco.com. 8. Taxes — Customer shall pay to Sikorsky any and all taxes (not including any income taxes), fees or duties which may be imposed by any taxing authority arising from the transactions contemplated by this Agreement (including, without limitation, excise and value added taxes, and any import or export duties), and for which Sikorsky may be held responsible for collection or payment, either on its own behalf or that of Customer, upon receipt by Customer of Sikorsky's invoice therefor. Customer shall minimize, to the greatest extent possible, any taxes that may be imposed on Sikorsky. If the transactions contemplated by this Agreement are exempt or excluded from taxation, Customer shall provide tax indemnification to Sikorsky, via a written statement in the format required by the laws of the jurisdiction for which Customer Page 8 of 19 This document does not contain export controlled technical data SDNY_GINDMISSI4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110262253 EFTA02728020 Hyperion Air, LLC S76D38751PAP is asserting said exemption or exclusion, that the transaction is exempt. Said statement must be provided promptly following execution of this Agreement or Customer will be deemed to have conceded the applicability of said taxes and as such authorizes Sikorsky to collect and remit them to the relevant jurisdiction(s). V. CANCELLATION, EXPIRATION, TRANSFER OF BENEFITS, TERMINATION AND WARRANTY I. Sikorsky's Right to Terminate; Remedies in the Event of Termination - Sikorsky may, in its sole discretion, terminate this Agreement or remove a Helicopter or a Component from coverage under this Agreement, if any of the following events occur: a) If a Helicopter suffers an accident rendering the Helicopter and/or a Component unsalvageable (a total loss). b) If a Component is repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization. c) If a Helicopter is used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. d) If Replacement Components are used for any purpose other than for the Helicopter(s) covered under this Agreement without Sikorsky's prior written approval. e) If Customer attempts to transfer this Agreement or the benefits hereunder to a third party without Sikorsky's written approval, as set forth in Article V.3 below. f) If Customer is in default of any other provision of this Agreement and remains in default for a period of thirty (30) days after notice by Sikorsky. g) If Customer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed. h) In addition to any rights or remedies otherwise available at law or equity to Sikorsky, or as specifically set forth elsewhere in this Agreement, Sikorsky shall be entitled to the following remedies in the event of a full or partial termination of this Agreement as set forth above: i) Customer shall forfeit, and Sikorsky may retain, any credits which would be otherwise owed to Customer, including its successors or assigns, had the Agreement not been fully or partially terminated; and ii) Customer shall be liable to Sikorsky for the costs and expenses incurred by Sikorsky arising from or relating to such termination, including but not limited to labor, transportation, removal, disassembly, failure analysis, fault isolation, assembly, Page 9 of 19 This document does not contain export controlled technical data SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262254 EFTA02728021 Hyperion Air, LLC S76D38751PAP reinstallation, re-inspection, and retrofit. 2. Cancellation by Customer; Post-Cancellation Component Limited Warranty a) Customer may cancel this Agreement or remove any Component or Helicopter from coverage hereunder at any time following thirty (30) days written notice to Sikorsky and subsequent mutual written agreement of the Parties as to the date of cancellation. Customer's written cancellation notice must include the following information: (i) The requested effective date of the cancellation (if greater than thirty days from the date of the notice); (ii) The serial number for each Component; (iii)The Helicopter serial number on which each Component is installed; and (iv)The time since new and time since overhaul (if the Component was previously overhauled) for each Component. A form of cancellation notice is attached as Exhibit B. If Sikorsky identifies any discrepancy between the information contained in Customer's written cancellation notice and Sikorsky's records (including but not limited to a Component serial number, time since new or time since overhaul, etc.), Sikorsky shall notify Customer of such and the parties will work to resolve the discrepancy as promptly as possible. b) Performance of all obligations of the Parties under this Agreement, including payment of all amounts due to Sikorsky and resolution of any reporting discrepancies, shall be completed up to the date of cancellation. Upon Customer's return to Sikorsky of all Non￾Operational Components, if any, and payment of all amounts due to Sikorsky, Customer shall be entitled to a credit to its account at Sikorsky (the "Termination Credit") for each Component installed on a Helicopter as of the date of cancellation. If the Component had been provided to Customer under this Agreement, the Termination Credit is equal to seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement. Otherwise, the Termination Credit for a Component is equal to seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant to a preceding PAP agreement. c) For any Replacement Component provided to Customer by Sikorsky pursuant to this Agreement within one (1) year prior to the date of cancellation, provided that Customer has returned all Non-Operational Components in accordance with Article I1.3 above, Sikorsky warrants to Customer that, for one (1) year after the date of Sikorsky's shipment of the Replacement Component to Customer, such Component shall be free from defects in material and workmanship; provided that Customer provides Sikorsky written notice of any defect within sixty (60) days of Customer's discovery of the defect. Sikorsky's liability Page 10 of 19 This document does not contain export controlled technical data SDNY_GW25613526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262255 EFTA02728022 Hyperion Air, LLC S76D38751PAP and Customer's remedy under this limited warranty is limited to the repair or replacement, at Sikorsky's election, of a Component which is determined by Sikorsky to be defective in material or workmanship. Customer shall not return any such item until it has provided written notice of the defect to Sikorsky, and Customer shall include a copy of such written notice with the shipment. Transportation charges (excluding related import and export charges) for the return of such Components to Sikorsky and its reshipment to Customer and the risk of loss thereof will be borne by Sikorsky only if returned in accordance with Sikorsky's written shipping instructions. Repaired or replaced items are warranted for the remainder of the applicable one (1) year limited warranty period. This limited warranty shall not apply to any Components which in Sikorsky's judgment (i) have been repaired or altered outside of Sikorsky's facilities in any way so as to affect the safety, function or reliability of the Component, or (ii) has been subject to misuse, negligence, accident or other abuse. This limited warranty is the sole and exclusive warranty provided by Sikorsky to Customer under this Agreement, in accordance with the provisions of Article VI.7 below. 3. Transfer of Benefits — Customer may request, and Sikorsky may agree, to transfer this Agreement or the amounts paid under this Agreement with respect to any or all Components (the "Transfer Credit") to a new owner or operator of the Helicopter(s) under the following conditions: a) Customer must notify Sikorsky at least thirty (30) days prior to the intended date of transfer and provide a written request for such transfer to include the following information: (i) Full legal name, mailing address, and contact information of the intended transferee; (ii) Description of the transaction giving rise to the transfer (e.g., sale, lease, merger, etc.); and (iii)Description of the requested scope of the transfer (i.e., entire agreement, partial for specific helicopter only, etc.). A form of transfer request is attached as Exhibit B. b) Sikorsky will review and approve the party to whom Customer intends to transfer this Agreement, including but not limited to financial stability and intended use of the Helicopter by that third party. Customer shall permit or facilitate any and all requests of Sikorsky to inspect the Helicopter(s) and shall provide Sikorsky with any and all log books and other requested documentation relating to the operation, use, and maintenance of the Helicopter(s). Sikorsky's consent to the requested transfer shall be in its sole discretion and must be in writing. Such consent is conditioned upon the transferee assuming, in writing, all of Customer's obligations under this Agreement and may be conditioned upon renegotiation with the transferee of other terms and conditions of this Agreement or the transferee's execution of a separate PAP agreement (in which case, Sikorsky shall credit the Transfer Credit to such agreement). c) Customer must be current in payment of all amounts due to Sikorsky up to and including Page 11 of 19 This document does not contain export controlled technical data SDNY_GILIDZKX55213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262256 EFTA02728023 Hyperion Air, LLC S76D3875IPAP the requested date of transfer, or actual date of transfer if later than requested, including but not limited to, for each Component, an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I (pro-rated up to the date of transfer) and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article I. d) If Customer does not notify Sikorsky at least thirty (30) days prior to the intended date of transfer or Sikorsky receives a transfer request after a Helicopter has been sold, Sikorsky may, in its sole discretion, invoice Customer for $1,000.00 as reimbursement for associated administrative costs. 4. Expiration of Agreement — Provided that Customer is not in default, upon expiration of this Agreement, Customer will receive a credit to its account at Sikorsky, determined as follows. a) If this Agreement is renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit applied to the new agreement for ea installed on a Helicopter as of the date of expiration equal to either: (i) if had been provided to Customer under this Agreement, one hundred percent amounts paid by Customer for such Component since the date such C provided to Customer under this Agreement; or (ii) one hundred percent amounts paid by Customer for such Component under this Agreen Acceptance Date plus any amounts credited to this Agreement for su pursuant a preceding PAP agreement. b) If this Agreement is not renewed, extended or replaced by a superseding Customer shall be entitled to a credit to its account at Sikorsky for ea installed on a Helicopter as of the date of expiration equal to either: (i) if had been provided to Customer under this Agreement, seventy-five percet amounts paid by Customer for such Component since the date such C provided to Customer under this Agreement; or (ii) seventy-five percent (7 amounts paid by Customer for such Component under this Agreen Acceptance Date plus (B) any amounts credited to this Agreement for su pursuant a preceding agreement. VI. STANDARD TERMS AND CONDITIONS h Component he Component (100%) of the mponent was (100%) of the ent since the h Component P agreement, :h Component he Component t (75%) of the mponent was 5%) of (A) the ent since the h Component 1. Excusable Delay and Force Majeure - Neither Party shall be charged with any liability for failure or delay in performing under this Agreement when such failure or delay is due to causes beyond such Party's reasonable control, the delayed Party has exercised commercially reasonable efforts to mitigate the failure or delay, and has provided the other Party with reasonable notice and periodic updates ("Excusable Delay"). Acts or events which may cause or contribute to an Excusable Delay include but are not limited to acts of God or the public enemy, delays of suppliers, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, civil unrest or disobedience, war, terrorism, riots, strikes, lockouts, labor disputes, or unusually severe weather ("Force Majeure"). Notwithstanding the foregoing, Customer shall not be entitled to Page 12 of 19 This document does not contain export controlled technical data SDNY_GINDMISS28 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262257 EFTA02728024 Hyperion Air, LLC S76D38751PAP claim Excusable Delay or the occurrence of a Force Majeure with regard to Customer's payment obligations under this Agreement. 2. Export Licenses - Customer will, on Sikorsky's request, assist Sikorsky in Sikorsky's efforts to obtain any U.S. government export license or similar authorization which may be required now or hereafter for export of Replacement Components or related data. The Parties acknowledge that this Agreement is conditioned upon the ability of the Parties to conform to the laws and regulations of the United States and its various cognizant departments regarding performance under this Agreement. Customer also agrees that this Agreement is conditioned on Customer's agreement to not re-transfer, re-export or divert any export-controlled Components or other parts, services, or related data if such re-transfer, re-export or diversion would be a violation of any U.S. export or sanctions laws. Any technical data or defense service exported from the United States in support of this Agreement may not be used for the production or manufacture of any defense article and shall not be transferred to a person in a third country or to a national of a third country unless the prior written approval of the U.S. government has been obtained. The foregoing obligation will remain binding on Customer after the termination of this Agreement. 3. Import Licenses — With respect to any import laws and other regulations of the country of destination and its various cognizant departments regarding the import of the parts hereunder, Customer shall be solely responsible for advance notification to Sikorsky and obtaining and complying with any and all import licenses or other authorizations which may be required for such activity. 4. Assignment — Subject to Article V.3, Transfer of Benefits, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto, but it may not be voluntarily assigned, wholly or in part, by either Party without the prior written consent of the other Party; provided however, that Sikorsky shall have the right to assign this Agreement to Sikorsky Aircraft Corporation or one of its subsidiaries or affiliates without Customer's prior consent. Assignments made in violation of this Paragraph 4 shall be deemed null and void. 5. Notices — All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices pertaining to this Agreement shall be given by hand delivery, registered mail, or commercial carrier (FedEx, DHL, etc.) and addressed as follows: if to Customer, the notice shall be addressed as indicated in Article I; and if to Sikorsky, the notice shall be addressed to: Helicopter Support, Inc. dba Sikorsky Commercial, Inc., do Sikorsky Aircraft Corporation, 6900 Main Street, P.O. Box 9729, Stratford, Connecticut 06615, Attn: Vice President —General Counsel. Any legal notice sent by one party to the other shall be effective on the date upon which receipt can be confirmed by the receiving Party. 6. EXCLUSIVE REMEDIES AND WARRANTIES - THE REMEDIES AND WARRANTIES PROVIDED BY SIKORSKY UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING Page 13 of 19 This document does not contain export controlled technical data SDNY_GINDZKX5528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262258 EFTA02728025 Hyperion Air, LLC S76D38751PAP WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH SUCH WARRANTIES AND ANY OTHER WARRANTIES BEING EXPRESSLY DISCLAIMED HEREBY; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, INCLUDING ALL REMEDIES UNDER THE CONNECTICUT PRODUCT LIABILITY ACT WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS CORPORATE PARENTS' OR AFFILIATES' NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS CORPORATE PARENTS OR AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SUCH ENTITY. 7. Limitation of Liability - With respect to any item or service provided under this Agreement and alleged to be the cause of any loss or damage to Customer, the sum equal to Sikorsky's established selling price for such item or service shall be the ceiling limit on Sikorsky's or any of its corporate parents' or affiliates' liability, whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof or (ii) the design, manufacture, delivery, sale, repair, replacement, use or furnishing of any item or service. In no event shall Sikorsky or any of its corporate parents or affiliates have any liability for any indirect, incidental, consequential or special damages. 8. Patent Infringement - Sikorsky shall indemnify and hold harmless and conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Customer of any part or service delivered hereunder directly infringes any United States patent or design but only on the condition that (A) Sikorsky receives prompt written notice of such claim, suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Customer and defendant for such defense; (B) said part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the part(s) is recommended in writing by Sikorsky; and (C) the claim, suit, or action is brought against Customer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said claim, suit, or action or shall pay all damages excluding consequential damages, and, if the use or resale of such part is finally enjoined, Sikorsky shall promptly, at Sikorsky's option: (i) procure for defendant the right to use or resell the part, (ii) replace the part with an equivalent non-infringing part, or (iii) modify the part so that it becomes non-infringing but equivalent, or (iv) provided that an equivalent non-infringing part is available, remove the part and refund the selling price (less a reasonable allowance for use, damage, and obsolescence). If a claim, suit, or action is based on a design or specification furnished by Customer, or on the performance of a process not recommended in writing by Sikorsky, or on the use or sale of the parts delivered hereunder in combination with other helicopter parts not delivered to Customer by Sikorsky, Customer shall indemnify and save Sikorsky and its parent companies harmless Page 14 of 19 This document does not contain export controlled technical data SDNY_GINDZICKS539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262259 EFTA02728026 Hyperion Air, LLC S76D38751PAP therefrom. 9. Disputes — Prior to a Party initiating a formal legal proceeding relating to a dispute under this Agreement, that Party must provide the other Party(ies) with a written request for dispute resolution. Should the Parties fail to reach agreement on the subject of the dispute within thirty (30) days of the request, either Party may pursue the rights and remedies available to it at law or equity. Notwithstanding the foregoing, either Party may resort to a formal legal proceeding for equitable relief at any time, and/or may institute litigation in order to avoid the expiration of any applicable limitations period or to preserve a superior position with respect to creditors. 10. Governing Law — This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of Connecticut, United States of America, excluding Connecticut's choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. All disputes, controversies, claims, or suits brought in connection with this Agreement shall be resolved exclusively in a court of competent jurisdiction residing in Connecticut. 11. Entire Agreement — The terms and conditions contained in this Agreement constitute the entire agreement between the Parties hereto and shall supersede all previous communications, representations or agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same will be binding upon any Party unless in writing, signed by a duly authorized officer or representative thereof. 12. Non — Disclosure — With exception for the existence of this Agreement, the Parties hereby agree that neither Party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party except as may be required in the performance of this Agreement. 13. Counterparts - This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature Page Follows] Page 15 of 19 This document does not contain export controlled technical data SDNY_GINDZII35530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110262260 EFTA02728027 Hyperion Air, LLC S76D38751PAP IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. CUSTOMER: SIKORSKY: HYPERION AIR, LLC By: i By: L,,h-14Patna. Name: Lawrence Visoski Name: Shannon M. Palaia Title: Manager Title: Contracts Negotiator Date: 10/13/20 Acceptance Date: October 15, 2020 HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. Page 16 of 19 This document does not contain export controlled technical data SDNY_GW0M5532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262261 EFTA02728028 Hyperion Air, LLC S76D38751PAP Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico i ter Model Serial No. Check if TSO/N Serial No. TSO/N Serial No. TSO/N Serial No. 760750 S-76C A231-00485 X ism. 2630.5 A242-00472 TSN: 2630.5 A239-00477 'INN: 2630.5 S T N/A TSO: WA Tso: WA "TSO/N" means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-09600-045 and 76351-09600-047 are `quiet.' All main gear boxes for the S-76D model helicopter are `quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page 17 of 19 This document does not contain export controlled technical data SONY_GVIV033043633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262262 EFTA02728029 Hyperion Air, LLC S76D38751PAP Exhibit B Form of Cancellation or Transfer Request [TO BE ON CUSTOMER LETTERHEAD] [DATE] VIA E-MAIL Sikorsky Commercial, Inc. 124 Quarry Road M/S K100A Trumbull, Connecticut 06611-4816 Attention: Timothy Sprau, Program Management Manager Email: timothy.j.sprau@lmco.com RE: Powertrain Assurance Program Agreement, Sikorsky Contract No. [CANCELLATION/TRANSFER] Request [APPLICABLE TO A CANCELLATION REQUEST] The undersigned hereby requests cancellation of the above-referenced contract. Pertinent details are as follows: (i) The requested effective date of cancellation is (ii) The Helicopter serial number(s), Component serial numbers, and time since new (TSN) and time since overhaul (TSO) are: Helicopter S/N Main Gearbox S/N [ TSN [__] TSO [ ] Intermediate Gearbox S/N [ TSN [ ] TSO [ ] Tail Gearbox S/N [ TSN [_] TSO [ ] [APPLICABLE TO A TRANSFER REQUEST] The undersigned hereby requests transfer of the above-referenced contract. Pertinent details are as follows: (i) The anticipated effective date of transfer is [ ]. (iii)The Helicopter serial number(s), Component serial numbers, and time since new (TSN) and time since overhaul (TSO) are: Helicopter S/N Main Gearbox S/N f 1 TSN [_] TSO [ ] Page 18 of 19 This document does not contain export controlled technical data SDNY_GW2XR3634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262263 EFTA02728030 Hyperion Air, LLC S76D38751PAP Intermediate Gearbox S/N TSN [__] TSO [ ] Tail Gearbox S/N TSN [ ] TSO [ ] (ii) The transferee's information is: (iii) Full legal name Mailing address Point of Contact Name Title Phone number Email address [ 1 [Insert description of the transaction giving rise to the transfer (e.g., sale, lease, merger, etc.).] [CUSTOMER NAME] By: Name: Title: Page 19 of 19 This document does not contain export controlled technical data SDNY_GIL4SPZIXT535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262264 EFTA02728031 CWA Ds: WIWI* PM"... Sn Prepool WS .r WA 'POWER Hyperion Air, LLC S76D37526PAP RAIN ASSURANCE PROGRAM AGREEMENT THIS POWERTRAIN ASSURANCE PROGRAM AGREEMENT (this "Agreement"), dated as of the Acceptance Date set forth on the signature page hereto, is made by and between HELICOPTER SUPPORT, INC. D/B/A SIKORSKY COMMERCIAL, INC., a Connecticut corporation with a place of business at 124 Quarry Road, Trumbull, Connecticut 06611, United States ("Sikorsky") and HYPERION AIR LLC, a company with a place of business at 6100 Red Hook, Quarter B3, St. Thomas, United States Virgin Islands 00802 ("Customer"). Within this Agreement, Sikorsky and/or Customer shall each be a "Party" and collectively shall be the "Parties." WHEREAS, Sikorsky provides parts, service and support for owners and operators of Sikorsky Aircraft Corporation helicopters throughout the world, including an extended support plan for the gear boxes for the S-760 helicopter, known as the Powertrain Assurance Program ("PAP"); WHEREAS, on or about July 13, 2019 (the "Purchase Date"), Customer purchased from the owner the S-76 helicopter with serial number 760750; WHEREAS, Sikorsky was providing PAP for the gear boxes of such helicopter pursuant to the Powertrain Assurance Program Agreement (Contract No. 576112260PAP), dated as of July 1, 2017, by and between Sikorsky and the helicopter's manager, Executive Jet Management, Inc. (the "Seller Contract"); WHEREAS, as a result of the sale, the manager has authorized, or intends to authorize, the transfer to Customer of all accruals under the Seller Contract as of the Sale Date in respect to such helicopter (the "Seller Authorization"). and WHEREAS, Customer desires to enter into this Agreement with Sikorsky to continue PAP coverage of such helicopter; NOW THEREFORE, for valid consideration mutually acknowledged by their signatures hereon, the Parties agree as follows: 1. INFORMATION AND DEFINITIONS FOR THIS AGREEMENT Sikorsky Contract Number: Customer: Customer Point of Contact: S76D37526PAP Hyperion Air LLC 6100 Red Hook Quarter B3 St. Thomas, USVI 00802 Attn: Larry Visoskl Phone: f 917-868-6149 Fax: [ 646-350-09541 E-mail:F 11VjET@aol.com Page I of 17 This document does not contain export controlled technical data SDNY_GIUV0ZI0CIen6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262265 EFTA02728032 Hyperion Air, LLC S76D37526PAP Sikorsky Point of Contact: (Program Matters) Sikorsky Point of Contact: (Orders) Sikorsky Point of Contact: (Flight Time Reporting & Billing) Tim Bshara Business Development Manager Sikorsky Commercial, Inc. 6 Corporate Drive, 8th Floor Shelton, CT 06484 Office: 203-944-3851 Fax: 860-660-9461 Email: tim.j.bshara@lmco.com Customer portal at www.sikorsky360.com fleet_program_finance.gr-sik@lmco.com Helicopter & Coverage Description(s): See Exhibit A attached. Customer shall identify Component serial numbers and times on Exhibit A upon signature of this Agreement and any amendment hereto. Flight Hour Fee: S-76ATM Helicopter 2019 Main Gear Box (MGB) $ 139.84 Intermediate Gear Box (1GB) $ 8.96 Tail Gear Box (TGB) $ 18.29 S-76B/C/DTm Helicopter 2019 Main Gear Box (MGB) $ 130.94 Intermediate Gear Box (1GB) $ 8.80 Tail Gear Box (TGB) $ 17.60 Minimum Utilization Flight Hours: Agreement Expiration Date: Attachment: 120 hours per calendar year, per aircraft (pro-rated for any partial year coverage) December 31, 2019 Exhibit A — Covered Components Page 2 of 17 This document does not contain export controlled technical data SDNY_GW0236653IS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262266 EFTA02728033 Hyperion Air, LLC S76D37526PAP DEFINITIONS a) "AOG" means a Helicopter cannot fly in its current state solely as a result of a Component's failure; provided, however, that such failure or the absence of a replacement Component is not due to Customer's failure to comply with the terms and conditions of this Agreement. b) "Component" means those gear boxes identified as "covered" in Exhibit A. c) "an," means the most recent Sikorsky price list for certain parts used on the Helicopter, which is published by Sikorsky and typically updated at the beginning of each calendar year. d) "Dollars" or "US$" means the lawful currency of the United States of America. e) "External Lift Cycle"means the Helicopter's performance of the following sequence of flight￾related activity: external load lift, enroute travel, approach to hover, and, release of load and land, or, release of load and depart. f) "Flight Time" means the time that commences when a helicopter moves under its own power for the purposes of flight and ends when the helicopter comes to rest after landing. A "Flight Hour" means sixty (60) minutes of Flight Time. g) "Owner" means the record title owner of the Helicopter(s). h) "Repetitive External Lift" means when the average number of External Lift Cycles exceeds six (6) per Flight Hour during any 250-Flight Hour period based on a moving average, calculated at intervals not to exceed fifty (50) Flight Hours of operation. i) "Time Between Overhaul" or "TBO" means the maximum number of Flight Hours that may be logged on a component before requiring removal for overhaul as specified in the then￾current Helicopter maintenance manual. II. PROGRAM DESCRIPTION 1. Sikorsky's Obligation — a) When a Component covered by this Agreement requires overhaul or replacement (rendering it a "Non-Operational Component") during the term of this Agreement, Sikorsky shall, in its sole discretion, either (i) provide Customer with a new, overhauled or repaired Component of the same part number (a "Replacement Component"); or (ii) provide material and/or labor to repair the Non-Operational Component at the location of the Helicopter. A Replacement Component becomes a "Component" for purposes of this Agreement upon installation on the Helicopter for which it was provided. b) For a Main Gear Box with Quiet Technology, strictly in the event of an AOG situation, Sikorsky may, in its sole discretion, provide Customer with a Main Gear Box without the Quiet Technology in exchange for the Non-Operational Component to support the AOG. Page 3 of 17 This document does not contain export controlled technical data SDNY_GIND23055251 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262267 EFTA02728034 Hyperion Air, LLC S76D37526PAP 2. Ordering and Shipment of Replacement Components — To obtain a Replacement Component for a scheduled exchange requirement, Customer must issue a purchase order to Sikorsky a minimum of one hundred twenty (120) days prior to the requested delivery date. Purchase orders received by Sikorsky within less than one hundred twenty (120) days of the requested delivery date may be subject to additional delays. Each purchase order shall state shipping instructions and a requested delivery date. Sikorsky will ship Replacement Components to Customer at Customer's expense, FCA Sikorsky's designated facility (Incoterms 2010). Sikorsky and Customer expressly agree that any additional terms and conditions set forth in Customer's purchase order shall have no effect and that the terms and conditions of this Agreement shall govern all purchase orders issued by Customer to Sikorsky hereunder. In the case of an unscheduled exchange requirement, Sikorsky shall use commercially reasonable efforts to deliver the Replacement Component as soon as possible. 3. Exchange/Return of Non-Operational Component - Customer shall, at its own expense, return the Non-Operational Component to Sikorsky within thirty (30) days of Sikorsky's shipment of the Replacement Component and shall provide documentation to Sikorsky to confirm return shipment details. If Customer fails to provide documentation that the shipment of a Non-Operational Component has been initiated within such time period, Customer shall pay to Sikorsky a late return fee of one hundred sixty dollars ($160.00USD) per Component, per day in excess of the thirty (30) day return period. If Sikorsky has not received a Non￾Operational Component within six (6) months from the date of Sikorsky's shipment of the Replacement Component, then Customer shall pay to Sikorsky the price for the Replacement Component as listed in Sikorsky's CPL (the "Non-Return Fee"). Should Sikorsky subsequently receive the Non-Operational Component, Sikorsky shall credit to Customer's account an amount equal to ninety percent (90%) of the Non-Return Fee. The Non-Operational Component should be packed in the same container(s) (or Sikorsky-approved equivalent) in which the Replacement Component was received. Customer shall be responsible for any additional repair costs due to damage associated with an improperly packaged Non￾Operational Component and/or any damage caused by Customer at the time of removal of the Non-Operational Component. Customer shall provide Sikorsky with a copy of the Non￾Operational Component log card prior to shipment, and shall include the original log card in the return container with the Non-Operational Component. Customer shall also retain a copy of the Non-Operational Component log card. 4. Title Transfer/Risk of Loss - Title and risk of loss for each Replacement Component supplied to Customer under this Agreement shall be deemed to have been transferred to Customer upon shipment from Sikorsky's facility. Title and risk of loss for each Non-Operational Component shall be deemed to have been transferred to Sikorsky upon delivery to Sikorsky's facility. Customer represents and warrants that, at the time title to any Non-Operational Component is transferred to Sikorsky (thereby constituting a sale), Customer will have full power, authority and legal right to sell such Non-Operational Component to Sikorsky, and such Non￾Operational Component will be free and clear of any liens, charges and encumbrances created by or against Customer or arising out of the ownership, possession, operation or use of such Non-Operational Component. Customer hereby indemnifies and holds Sikorsky harmless from any breach of the foregoing representation and warranty. Page 4 of 17 This document does not contain export controlled technical data SDNY_GWOZRX5538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262268 EFTA02728035 Hyperion Air, LLC S76D37526PAP 5. Transportation and Labor Costs for Failures within One Hundred Hours — If a Replacement Component from Sikorsky fails upon installation or within one hundred (100) hours of installation, Sikorsky's sole and exclusive obligation shall be to reimburse Customer: (i) the actual and documented transportation costs for the return of the Non-Operational Component to Sikorsky and shipment of the Replacement Component to Customer; (ii) up to, but not exceeding, four thousand dollars ($4,000.00USD) for labor costs associated with removal of a Main Gear Box; and (iii) up to, but not exceeding, seven hundred fifty dollars ($750.00USD) for labor costs associated with removal of other Components covered by this Agreement. Customer shall be responsible for all other transportation and labor costs in excess of the amounts noted herein. III. CUSTOMER'S OBLIGATIONS 1. Administration of Agreement by Customer — If Customer is not also the Owner of a Helicopter, without releasing Customer from any contractual obligations hereunder, Customer represents and warrants that it is authorized by the Owner to operate and maintain the Helicopter, to administer this Agreement and to be the primary point of contact for billing, technical support, logistics support, reporting, and other administrative matters pertaining to the Helicopter and arising under this Agreement. Customer shall save, indemnify, defend and hold harmless Sikorsky and its corporate parents and subsidiaries from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities arising from or relating to disputes between Customer and Owner pertaining to this Agreement. Upon request, Customer shall provide to Sikorsky the Owner's written acknowledgment of the foregoing in a form reasonably acceptable to Sikorsky. 2. Flight Time Reporting - Within fifteen (15) days after the end of each month, Customer shall e-mail to Sikorsky a statement, signed by Customer, reporting the Component serial numbers installed on each Helicopter, the time since new and time since overhaul (if the Component was previously overhauled) for each Component, and the total Flight Hours (reporting should be to the nearest tenth of an hour) for each Helicopter during the prior month (the "Flight Time Report") to fleet_program_finance.gr-sik®Imco.com. Alternatively, Customer may use Sikorsky's customer portal at www.sikorsky360.com to report monthly Flight Hours via the Online Flight Time Report. Customer warrants to Sikorsky that all data reported will be correct, and further agrees to grant Sikorsky or its designated representative access to Helicopter records upon reasonable request. If the Flight Time Report is not received within fifteen ( l5) days after the end of each month, Sikorsky shall notify Customer of such delinquency. If the Flight Time Report is not received within thirty (30) days after providing of such notification, Sikorsky may terminate this Agreement or remove the Helicopter from coverage hereunder in accordance with the termination provisions of Article V. Electronic Flight Time Reports will be updated annually and can be provided to Customer upon request, reflecting the Flight Hour Fee for the current calendar year. Page 5 of 17 This document does not contain export controlled technical data SDNY_G ZRX5540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262269 EFTA02728036 Hyperion Air, LLC S76D37526PAP 3. Identification and Condition of Components upon Commencement of Agreement — At the time of signature of this Agreement or any amendment to this Agreement, for each Component installed on a Helicopter, Customer shall identify the serial number and time since new and time since overhaul (if the Component was previously overhauled) by completing the table set forth on Exhibit A attached hereto. Customer represents and warrants that the information contained in Exhibit A attached hereto is correct and that the Components are in good working condition with no known defects. Upon request, Customer shall provide copies of the Component log cards for Sikorsky's review. Sikorsky may refuse coverage for a Component if, in its sole discretion, such Component has not been used or maintained in accordance with the terms or conditions of this Agreement or a preceding PAP agreement. 4. Use, Operation and Maintenance of Components - Customer shall use Components solely for the operation of a Helicopter covered under this Agreement. Customer shall obtain Sikorsky's written approval prior to removal of a Component from a PAP-covered Helicopter and installation of such removed Component into any other helicopter, whether or not such helicopter is covered by this Agreement. Customer further covenants that: (a) Components and other parts and equipment for the applicable Helicopter shall be properly installed; (b) the Components and the applicable Helicopter shall be operated and maintained in accordance with the then-current recommendations or instructions of Sikorsky Aircraft Corporation, as contained in its maintenance manuals, operating instructions, Alert Service Bulletins or as otherwise stated in writing by a duly authorized representative of Sikorsky or Sikorsky Aircraft Corporation; (c) Components shall not be repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization; and (d) a Helicopter shall not be used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. 5. Metal Contamination - Customer shall immediately report Component failure due to metal contamination to Sikorsky, and shall comply with Sikorsky's requests for supporting data and/or samples. 6. Removal of Components - Customer shall not remove a Component from a Helicopter prior to its TB0 without prior authorization from a Sikorsky Field Service Representative. 7. New Helicopter Warranty Waiver for S-76D", Helicopters — In the case of a S-76DTM model helicopter, with respect to any Component installed at the time of acceptance of the Helicopter from Sikorsky or its affiliate, Customer waives the original helicopter warranty set forth in the Helicopter's sales agreement for such Component until such time as this Agreement is terminated or expires. In the event that this Agreement is terminated prior to the scheduled expiration of the original warranty set forth in such sales agreement, such original warranty for each Component will be reinstated and Customer shall be entitled only to the remaining or unexpired duration and terms of such original warranty in accordance with the terms and conditions of the sales agreement. With respect to each Component, the provisions of this Agreement, while in effect, operate as a substitute for the original warranty for such Page 6 of 17 This document does not contain export controlled technical data SDNY_GINDZKX5530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262270 EFTA02728037 Hyperion Air, LLC S76D37526PAP Component waived. If Customer is not the only party with the right to exercise the original helicopter warranty, Customer shall provide Sikorsky with such party or parties' written waiver(s) of the original warranty promptly following the Acceptance Date. IV. PAYMENT AND ADDITIONAL CHARGES 1. Entry Payment — (a) With respect to each Component, upon execution of this Agreement, Customer agrees to pay to Sikorsky an entry payment for each such Component equal to the applicable Flight Hour Fee set forth in Article I multiplied by the number of Flight Hours accrued on such Component between the Sale Date and the Acceptance Date of this Agreement (if any). (b) With respect to any Component added to coverage after the Acceptance Date of this Agreement, upon of the, upon execution of an amendment adding such Component to coverage hereunder, Customer agrees to pay to Sikorsky an entry payment for each such Component equal to the applicable Flight Hour Fee set forth in Article I multiplied by the number of Flight Hours accrued on such Component since the Component was new or overhauled (as the case may be) at the time of entry into coverage hereunder. 2. Flight Hour Fee — Customer shall pay monthly for each Component an amount equal to the applicable Flight Hour Fee set forth in Article I multiplied by the actual Flight Hours of operation for the applicable Helicopter, as set forth in the Flight Time Report. Customer shall calculate the total Flight Hour Fee for each month (even when zero (0) hours are flown) via the Flight Time Report no later than fifteen (15) days following the end of the month. Sikorsky shall generate an invoice for the total monthly Flight Hour Fee. Customer may also use the Flight Time Report as a self-generated invoice document. After the end of each calendar year and upon termination, expiration or transfer of this Agreement, Sikorsky shall invoice Customer for each Component an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article I. 3. Unused Hour Charge — Except in the case of an unscheduled exchange requirement removed pursuant to Article 111.6 above, if Customer removes a Component prior to the approved TBO for such Component with at least one hundred (100) Flight Hours remaining (the difference between the TBO and the hours at removal referred to as the "Unused Hours"),Customer shall pay to Sikorsky an amount equal to: (A) the applicable Flight Hour Fee set forth in Article I, multiplied by (B) the difference between the number of Unused Hours less one hundred (100). 4. Upgradeable Component Charge — Upon election of a Component upgrade in the future, Sikorsky shall invoice and Customer shall pay the mutually agreed price for such upgrade. 5. Overhaul Charge — For any Components not covered by a preceding PAP agreement, Sikorsky may, in its sole discretion, charge Customer additional amounts related to repair work Page 7 of 17 This document does not contain export controlled technical data SDNY_GINDZICX5582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262271 EFTA02728038 Hyperion Air, LLC S76D37526PAP required to place the Component into overhauled condition in accordance with the applicable overhaul and repair manual and Sikorsky's quality standards. 6. Other Charges — Customer shall pay all shipping costs related to shipment of Replacement Components to Customer. In the event that a Non-Operational Component has, in Sikorsky's sole discretion, been subject to use or conditions constituting more than ordinary wear or tear (including, but not limited to, accident, lightning, sudden stoppage, corrosion, hard landing, deficient or improper maintenance not in accordance with operator and maintenance manuals, or overtorque), Customer shall be liable to Sikorsky for any and all evaluation, replacement or repair costs relating to the defective Component. An additional charge may apply for a S-76BTM model Helicopter. Sikorsky will supply a -044 configuration gear box or newer under this Agreement. In addition to the Flight Hour Fee, an additional charge may apply for any such Helicopter for the purchase of the Main Mod Kit #76070-35010-011 if required to install the MOB #76351-09600-044 on a covered Helicopter. 7. Payment Terms — All amounts are payable to Sikorsky in U.S. Dollars by no later than thirty (30) days from the date of Sikorsky's invoice to Customer. Interest equivalent to a rate of one and one half percent (1.5%) per month will be charged on all past due amounts. All payments shall be considered interim pending audit of Customer's logbooks by Sikorsky. Customers located outside the United States shall make payment by wire transfer to: Account No. 31079882 Account Name: Helicopter Support, Inc. Routing No. 021000089 SWIFT Code: CITIUS33 Citibank 399 Park Avenue New York, NY 10043 Customers located in the United States shall make payment by Automated Clearing House (ACH) or Electronic Funds Transfer (EFT) per the above instructions or shall mail payment payable to "Helicopter Support, Inc." at the following address: If sent via U.S. postal service, JP Morgan Chase Bank Attn: Helicopter Support, Inc. P.O. Box 26149 Chicago, IL 60673-6149 If sent via courier service commercial carrier (FedEx, DHL, etc.), JP Morgan Chase Bank Attn: Helicopter Support, Inc. Lockbox #26149 131 S. Dearborn, 6th Floor Chicago, IL 60603 Page 8 of 17 This document does not contain export controlled technical data SDNY_GIND23O3583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262272 EFTA02728039 Hyperion Air, LLC S76D37526PAP Twenty-four (24) hours before payment, Customer shall e-mail a statement detailing the payment amounts and invoice numbers to sci_ar.gr-sik®Imco.com. 8. Taxes - Customer shall pay to Sikorsky any and all taxes (not including any income taxes), fees or duties which may be imposed by any taxing authority arising from the transactions contemplated by this Agreement (including, without limitation, excise and value added taxes, and any import or export duties), and for which Sikorsky may be held responsible for collection or payment, either on its own behalf or that of Customer, upon receipt by Customer of Sikorsky's invoice therefor. Customer shall minimize, to the greatest extent possible, any taxes that may be imposed on Sikorsky. If the transactions contemplated by this Agreement are exempt or excluded from taxation, Customer shall provide tax indemnification to Sikorsky, via a written statement in the format required by the laws of the jurisdiction for which Customer is asserting said exemption or exclusion, that the transaction is exempt. Said statement must be provided promptly following execution of this Agreement or Customer will be deemed to have conceded the applicability of said taxes and as such authorizes Sikorsky to collect and remit them to the relevant jurisdiction(s). V. CANCELLATION, EXPIRATION, TRANSFER OF BENEFITS, TERMINATION AND WARRANTY I. Sikorsky's Right to Terminate; Remedies in the Event of Termination — Sikorsky may, in its sole discretion, terminate this Agreement or remove a Helicopter or a Component from coverage under this Agreement, if any of the following events occur: a) If a Helicopter suffers an accident rendering the Helicopter and/or a Component unsalvageable (a total loss). b) If a Component is repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization. c) If a Helicopter is used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. d) If Replacement Components are used for any purpose other than for the Helicopter(s) covered under this Agreement without Sikorsky's prior written approval. e) If Customer attempts to transfer this Agreement or the benefits hereunder to a third party without Sikorsky's written approval, as set forth in Article V.3 below. f) If Customer is in default of any other provision of this Agreement and remains in default for a period of thirty (30) days after notice by Sikorsky. If Customer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed. g) This document does not contain export controlled technical data Page 9 of 17 SDNY_GItTy132:R35534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262273 EFTA02728040 Hyperion Air, LLC S76D37526PAP h) In addition to any rights or remedies otherwise available at law or equity to Sikorsky, or as specifically set forth elsewhere in this Agreement, Sikorsky shall be entitled to the following remedies in the event of a full or partial termination of this Agreement as set forth above: i) Customer shall forfeit, and Sikorsky may retain, any credits which would be othenvise owed to Customer, including its successors or assigns, had the Agreement not been fully or partially terminated; and ii) Customer shall be liable to Sikorsky for the costs and expenses incurred by Sikorsky arising from or relating to such termination, including but not limited to labor, transportation, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, re-inspection, and retrofit. 2. Cancellation by Customer; Post-Cancellation Component Limited Warranty a) Customer may cancel this Agreement or remove any Component or Helicopter from coverage hereunder at any time following thirty (30) days written notice to Sikorsky and subsequent mutual written agreement of the Parties as to the date of cancellation. Customer's written cancellation notice must include the following information: (i) The requested effective date of the cancellation (if greater than thirty days from the date of the notice); (ii) The serial number for each Component; (iii)The Helicopter serial number on which each Component is installed; and (iv)The time since new and time since overhaul (if the Component was previously overhauled) for each Component. If Sikorsky identifies any discrepancy between the information contained in Customer's written cancellation notice and Sikorsky's records (including but not limited to a Component serial number, time since new or time since overhaul, etc.), Sikorsky shall notify Customer of such and the parties will work to resolve the discrepancy as promptly as possible. b) Performance of all obligations of the Parties under this Agreement, including payment of all amounts due to Sikorsky and resolution of any reporting discrepancies, shall be completed up to the date of cancellation. Upon Customer's return to Sikorsky of all Non￾Operational Components, if any, and payment of all amounts due to Sikorsky, Customer shall be entitled to a credit to its account at Sikorsky (the "Termination Credit") for each Component installed on a Helicopter as of the date of cancellation. If the Component had been provided to Customer under this Agreement, the Termination Credit is equal to seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement. Otherwise, the Page 10 of 17 This document does not contain export controlled technical data SDNY_GINOZRXWAIS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262274 EFTA02728041 Hyperion Air, LLC S76D37526PAP Termination Credit for a Component is equal to seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant to a preceding PAP agreement. c) For any Replacement Component provided to Customer by Sikorsky pursuant to this Agreement within one (1) year prior to the date of cancellation, provided that Customer has returned all Non-Operational Components in accordance with Article II.3 above, Sikorsky warrants to Customer that, for one (I) year after the date of Sikorsky's shipment of the Replacement Component to Customer, such Component shall be free from defects in material and workmanship; provided that Customer provides Sikorsky written notice of any defect within sixty (60) days of Customer's discovery of the defect. Sikorsky's liability and Customer's remedy under this limited warranty is limited to the repair or replacement, at Sikorsky's election, of a Component which is determined by Sikorsky to be defective in material or workmanship. Customer shall not return any such item until it has provided written notice of the defect to Sikorsky, and Customer shall include a copy of such written notice with the shipment. Transportation charges (excluding related import and export charges) for the return of such Components to Sikorsky and its reshipment to Customer and the risk of loss thereof will be borne by Sikorsky only if returned in accordance with Sikorsky's written shipping instructions. Repaired or replaced items are warranted for the remainder of the applicable one (1) year limited warranty period. This limited warranty shall not apply to any Components which in Sikorsky's judgment (i) have been repaired or altered outside of Sikorsky's facilities in any way so as to affect the safety, function or reliability of the Component, or (ii) has been subject to misuse, negligence, accident or other abuse. This limited warranty is the sole and exclusive warranty provided by Sikorsky to Customer under this Agreement, in accordance with the provisions of Article VI.7 below. 3. Transfer of Benefits — Customer may request, and Sikorsky may agree, to transfer this Agreement or the amounts paid under this Agreement with respect to any or all Components (the "Transfer Credit") to a new owner or operator of the Helicopter(s) under the following conditions: a) Customer must notify Sikorsky at least thirty (30) days prior to the intended date of transfer and provide a written request for such transfer to include the following information: (i) Full legal name, mailing address, and contact information of the intended transferee; (ii) Description of the transaction giving rise to the transfer (e.g., sale, lease, merger, etc.); (iii)Description of the requested scope of the transfer (i.e., entire agreement, partial for specific helicopter only, etc.); and (iv)A written statement by the intended transferee of its intent to continue PAP coverage. b) Sikorsky will review and approve the party to whom Customer intends to transfer this Page 11 of 17 This document does not contain export controlled technical data SDNY_GIttiV2Y3C1646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262275 EFTA02728042 Hyperion Air, LLC S76D37526PAP Agreement, including but not limited to financial stability and intended use of the Helicopter by that third party. Customer shall permit or facilitate any and all requests of Sikorsky to inspect the Helicopter(s) and shall provide Sikorsky with any and all log books and other requested documentation relating to the operation, use, and maintenance of the Helicopter(s). Sikorsky's consent to the requested transfer shall be in its sole discretion. Such consent is conditioned upon the transferee assuming all of Customer's obligations under this Agreement and may be conditioned upon renegotiation with the transferee of other terms and conditions of this Agreement or the transferee's execution of a separate PAP agreement (in which case, Sikorsky shall credit the Transfer Credit to such agreement). c) Customer must be current in payment of all amounts due to Sikorsky up to and including the requested date of transfer, or actual date of transfer if later than requested, including but not limited to, for each Component, an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I (pro-rated up to the date of transfer) and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article I. 4. Expiration of Agreement - Provided that Customer is not in default, upon expiration of this Agreement, Customer will receive a credit to its account at Sikorsky, determined as follows. a) If this Agreement is renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit applied to the new agreement for each Component installed on a Helicopter as of the date of expiration equal to either: (i) if the Component had been provided to Customer under this Agreement, one hundred percent (100%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement; or (ii) one hundred percent (100%) of the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus any amounts credited to this Agreement for such Component pursuant a preceding PAP agreement. b) If this Agreement is not renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit to its account at Sikorsky for each Component installed on a Helicopter as of the date of expiration equal to either: (i) if the Component had been provided to Customer under this Agreement, seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement; or (ii) seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant a preceding agreement. VI. STANDARD TERMS AND CONDITIONS 1. Excusable Delay and Force Majeure — Neither Party shall be charged with any liability for failure or delay in performing under this Agreement when such failure or delay is due to causes beyond such Party's reasonable control, the delayed Party has exercised commercially Page 12 of 17 This document does not contain export controlled technical data SDNY_GlisC0ZRXT5413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262276 EFTA02728043 Hyperion Air, LLC S76D37526PAP reasonable efforts to mitigate the failure or delay, and has provided the other Party with reasonable notice and periodic updates ("Excusable Delay"). Acts or events which may cause or contribute to an Excusable Delay include but are not limited to acts of God or the public enemy, delays of suppliers, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, civil unrest or disobedience, war, terrorism, riots, strikes, lockouts, labor disputes, or unusually severe weather ("Force Majeure"). Notwithstanding the foregoing, Customer shall not be entitled to claim Excusable Delay or the occurrence of a Force Majeure with regard to Customer's payment obligations under this Agreement. 2. Export Licenses — Customer will, on Sikorsky's request, assist Sikorsky in Sikorsky's efforts to obtain any U.S. government export license or similar authorization which may be required now or hereafter for export of Replacement Components or related data. The Parties acknowledge that this Agreement is conditioned upon the ability of the Parties to conform to the laws and regulations of the United States and its various cognizant departments regarding performance under this Agreement. Customer also agrees that this Agreement is conditioned on Customer's agreement to not re-transfer, re-export or divert any export-controlled Components or other parts, services, or related data if such re-transfer, re-export or diversion would be a violation of any U.S. export or sanctions laws. Any technical data or defense service exported from the United States in support of this Agreement may not be used for the production or manufacture of any defense article and shall not be transferred to a person in a third country or to a national of a third country unless the prior written approval of the U.S. government has been obtained. The foregoing obligation will remain binding on Customer after the termination of this Agreement. 3. Import Licenses — With respect to any import laws and other regulations of the country of destination and its various cognizant departments regarding the import of the parts hereunder, Customer shall be solely responsible for advance notification to Sikorsky and obtaining and complying with any and all import licenses or other authorizations which may be required for such activity. 4. Assignment — Subject to Article V.3, Transfer of Benefits, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto, but it may not be voluntarily assigned, wholly or in part, by either Party without the prior written consent of the other Party; provided however, that Sikorsky shall have the right to assign this Agreement to Sikorsky Aircraft Corporation or one of its subsidiaries or affiliates without Customer's prior consent. Assignments made in violation of this Paragraph 4 shall be deemed null and void. 5. Notices — All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices pertaining to this Agreement shall be given by hand delivery, registered mail, or commercial carrier (FedEx, DHL, etc.) and addressed as follows: if to Customer, the notice shall be addressed as indicated in Article I; and if to Sikorsky, the notice shall be addressed to: Helicopter Support, Inc. dba Sikorsky Commercial, Inc., do Sikorsky Aircraft Corporation, 6900 Main Street, P.O. Box 9729, Stratford, Connecticut 06615, Attn: Vice President— General Counsel. Any legal notice sent by one party Page 13 of 17 This document does not contain export controlled technical data SDNY_GItTiV2Y3C16413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262277 EFTA02728044 Hyperion Air, LLC S76D37526PAP to the other shall be effective on the date upon which receipt can be confirmed by the receiving PartY. 6. EXCLUSIVE REMEDIES AND WARRANTIES — THE REMEDIES AND WARRANTIES PROVIDED BY SIKORSKY UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH SUCH WARRANTIES AND ANY OTHER WARRANTIES BEING EXPRESSLY DISCLAIMED HEREBY; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, INCLUDING ALL REMEDIES UNDER THE CONNECTICUT PRODUCT LIABILITY ACT WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS CORPORATE PARENTS' OR AFFILIATES' NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS CORPORATE PARENTS OR AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SUCH ENTITY. 7. Limitation of Liability - With respect to any item or service provided under this Agreement and alleged to be the cause of any loss or damage to Customer, the sum equal to Sikorsky's established selling price for such item or service shall be the ceiling limit on Sikorsky's or any of its corporate parents' or affiliates' liability, whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof or (ii) the design, manufacture, delivery, sale, repair, replacement, use or furnishing of any item or service. In no event shall Sikorsky or any of its corporate parents or affiliates have any liability for any indirect, incidental, consequential or special damages. 8. Patent Infringement — Sikorsky shall indemnify and hold harmless and conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Customer of any part or service delivered hereunder directly infringes any United States patent or design but only on the condition that (A) Sikorsky receives prompt written notice of such claim, suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Customer and defendant for such defense; (B) said part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the part(s) is recommended in writing by Sikorsky; and (C) the claim, suit, or action is brought against Customer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said claim, suit, or action or shall pay all damages excluding consequential damages, and, if the use or resale of such part is finally enjoined, Sikorsky shall promptly, at Sikorsky's option: (i) procure for defendant the right to use or resell the part, (ii) replace the part with an equivalent non-infringing part, or (iii) modify the part so that it becomes non-infringing but equivalent, or (iv) provided that an equivalent Page 14 of 17 This document does not contain export controlled technical data SDNY_GlitTD2Y35549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262278 EFTA02728045 Hyperion Air, LLC S76D37526PAP non-infringing part is available, remove the part and refund the selling price (less a reasonable allowance for use, damage, and obsolescence). If a claim, suit, or action is based on a design or specification furnished by Customer, or on the performance of a process not recommended in writing by Sikorsky, or on the use or sale of the parts delivered hereunder in combination with other helicopter parts not delivered to Customer by Sikorsky, Customer shall indemnify and save Sikorsky and its parent companies harmless therefrom. 9. Disputes — Prior to a Party initiating a formal legal proceeding relating to a dispute under this Agreement, that Party must provide the other Party(ies) with a written request for dispute resolution. Should the Parties fail to reach agreement on the subject of the dispute within thirty (30) days of the request, either Party may pursue the rights and remedies available to it at law or equity. Notwithstanding the foregoing, either Party may resort to a formal legal proceeding for equitable relief at any time, and/or may institute litigation in order to avoid the expiration of any applicable limitations period or to preserve a superior position with respect to creditors. 10. Governing Law - This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of Connecticut, United States of America, excluding Connecticut's choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. All disputes, controversies, claims, or suits brought in connection with this Agreement shall be resolved exclusively in a court of competent jurisdiction residing in Connecticut. 11. Entire Agreement - The terms and conditions contained in this Agreement constitute the entire agreement between the Parties hereto and shall supersede all previous communications, representations or agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same will be binding upon any Party unless in writing, signed by a duly authorized officer or representative thereof. 12. Non — Disclosure — With exception for the existence of this Agreement, the Parties hereby agree that neither Party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party except as may be required in the performance of this Agreement. 13. Counterparts - This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature Page Follows] Page 15 of 17 This document does not contain export controlled technical data SDNY_GIV33305550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262279 EFTA02728046 Hyperion Air, LLC S76D37526PAP IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. CUSTOMER: SIKORSKY: HYPERION AIR LLC HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. By: Name: Title: Date: Larry Visoski Manager Hyperion Air, LLC October 10, 2019 By: 0 A 7 !goal Name: Shannon M. Palaia Title: Contracts Negotiator October 10, 2019 Acceptance Date: Page 16 of 17 This document does not contain export controlled technical data SDNY_GM236135410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262280 EFTA02728047 Hyperion Air, LLC S76D37526PAP Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico . ter Model Serial No. Check if TSO/N Serial No. TSO/N Serial No. TSO/N Serial No. j9t 1 76750 S-76C A231-00485 X 2629.2 A242-00472 2629.2 A239-00477 2629.2 - TSO/N ' means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. I For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-09600-045 and 76351-09600-047 are `quiet.' All main gear boxes for the S-76D model helicopter are 'quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page 17 of 17 This document does not contain export controlled technical data SDNY_GICIMM0M2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262281 EFTA02728048 Hyperion Air, LLC S76D37526PAP POWERTRAIN ASSURANCE PROGRAM AGREEMENT THIS POWERTRAIN ASSURANCE PROGRAM AGREEMENT (this "Agreement"), dated as of the Acceptance Date set forth on the signature page hereto, is made by and between HELICOPTER SUPPORT, INC. D/B/A SIKORSKY COMMERCIAL, INC., a Connecticut corporation with a place of business at 124 Quarry Road, Trumbull, Connecticut 06611, United States ("Sikorsky") and HYPERION AIR LLC, a company with a place of business at 6100 Red Hook, Quarter B3, St. Thomas, United States Virgin Islands 00802 ("Customer"). Within this Agreement, Sikorsky and/or Customer shall each be a "Party" and collectively shall be the "Parties." WHEREAS, Sikorsky provides parts, service and support for owners and operators of Sikorsky Aircraft Corporation helicopters throughout the world, including an extended support plan for the gear boxes for the S-7640 helicopter, known as the Powertrain Assurance Program ("PAP")• WHEREAS, on or about July 13, 2019 (the "Purchase Date"), Customer purchased from the owner the S-76 helicopter with serial number 760750; WHEREAS, Sikorsky was providing PAP for the gear boxes of such helicopter pursuant to the Powertrain Assurance Program Agreement (Contract No. S76112260PAP), dated as of July 1, 2017, by and between Sikorsky and the helicopter's manager, Executive Jet Management, Inc. (the "Seller Contract"); WHEREAS, as a result of the sale, the manager has authorized, or intends to authorize, the transfer to Customer of all accruals under the Seller Contract as of the Sale Date in respect to such helicopter (the "Seller Authorization"); and WHEREAS, Customer desires to enter into this Agreement with Sikorsky to continue PAP coverage of such helicopter; NOW THEREFORE, for valid consideration mutually acknowledged by their signatures hereon, the Parties agree as follows: I. INFORMATION AND DEFINITIONS FOR THIS AGREEMENT Sikorsky Contract Number: Customer: Customer Point of Contact: S76D37526PAP Hyperion Air LLC 6100 Red Hook Quarter B3 St. Thomas, USVI 00802 Attn: Lar Visoski Phon Fax: E-mail: Page 1 of 17 This document does not contain export controlled technical data SDNY_GM236135g3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262282 EFTA02728049 Hyperion Air, LLC S76D37526PAP Sikorsky Point of Contact: (Program Matters) Sikorsky Point of Contact: (Orders) Sikorsky Point of Contact: (Flight Time Reporting & Billing) Tim Bshara Business Development Manager Sikorsky Commercial, Inc. 6 Corporate Drive, 8th Floor Shelton, CT 06484 Customer portal at www.sikorsky360.com fleet_program_finance.gr-sik®Imco.com Helicopter & Coverage Description(s): See Exhibit A attached. Customer shall identify Component serial numbers and times on Exhibit Aupon signature of this Agreement and any amendment hereto. Flight Hour Fee: S-76ATM Helicopter 2019 Main Gear Box (MGB) $ 139.84 Intermediate Gear Box (1GB) $ 8.96 Tail Gear Box (TGB) $ 18.29 S-76B/C/DTm Helicopter 2019 Main Gear Box (MGB) $ 130.94 Intermediate Gear Box (1GB) $ 8.80 Tail Gear Box (TGB) $ 17.60 Minimum Utilization Flight Hours: Agreement Expiration Date: Attachment: 120 hours per calendar year, per aircraft (pro-rated for any partial year coverage) December 31, 2019 Exhibit A — Covered Components Page 2 of 17 This document does not contain export controlled technical data SDNY_GINOR36564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00262283 EFTA02728050 Hyperion Air, LLC S76D37526PAP DEFINITIONS a) "AOG" means a Helicopter cannot fly in its current state solely as a result of a Component's failure; provided, however, that such failure or the absence of a replacement Component is not due to Customer's failure to comply with the terms and conditions of this Agreement. b) "Component" means those gear boxes identified as "covered" in Exhibit A. c) "an," means the most recent Sikorsky price list for certain pans used on the Helicopter, which is published by Sikorsky and typically updated at the beginning of each calendar year. d) "Dollars" or "US$" means the lawful currency of the United States of America. e) "External Lift Cycle"means the Helicopter's performance of the following sequence of flight￾related activity: external load lift, enroute travel, approach to hover, and, release of load and land, or, release of load and depart. f) "Flight Time" means the time that commences when a helicopter moves under its own power for the purposes of flight and ends when the helicopter comes to rest after landing. A "Flight Hour" means sixty (60) minutes of Flight Time. g) "Owner" means the record title owner of the Helicopter(s). h) "Repetitive External Lift" means when the average number of External Lift Cycles exceeds six (6) per Flight Hour during any 250-Flight Hour period based on a moving average, calculated at intervals not to exceed fifty (50) Flight Hours of operation. i) "Time Between Overhaul" or "TBO" means the maximum number of Flight Hours that may be logged on a component before requiring removal for overhaul as specified in the then￾current Helicopter maintenance manual. II. PROGRAM DESCRIPTION 1. Sikorsky's Obligation — a) When a Component covered by this Agreement requires overhaul or replacement (rendering it a "Non-Operational Component") during the term of this Agreement, Sikorsky shall, in its sole discretion, either (i) provide Customer with a new, overhauled or repaired Component of the same part number (a "Replacement Component"); or (ii) provide material and/or labor to repair the Non-Operational Component at the location of the Helicopter. A Replacement Component becomes a "Component" for purposes of this Agreement upon installation on the Helicopter for which it was provided. b) For a Main Gear Box with Quiet Technology, strictly in the event of an AOG situation, Sikorsky may, in its sole discretion, provide Customer with a Main Gear Box without the Quiet Technology in exchange for the Non-Operational Component to support the AOG. This document does not contain export controlled technical data Page 3 of 17 SDNY_GIADIR35558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262284 EFTA02728051 Hyperion Air, LLC S76D37526PAP 2. Ordering and Shipment of Replacement Components — To obtain a Replacement Component for a scheduled exchange requirement, Customer must issue a purchase order to Sikorsky a minimum of one hundred twenty (120) days prior to the requested delivery date. Purchase orders received by Sikorsky within less than one hundred twenty (120) days of the requested delivery date may be subject to additional delays. Each purchase order shall state shipping instructions and a requested delivery date. Sikorsky will ship Replacement Components to Customer at Customer's expense, FCA Sikorsky's designated facility (Incotenns 2010). Sikorsky and Customer expressly agree that any additional terms and conditions set forth in Customer's purchase order shall have no effect and that the terms and conditions of this Agreement shall govern all purchase orders issued by Customer to Sikorsky hereunder. In the case of an unscheduled exchange requirement, Sikorsky shall use commercially reasonable efforts to deliver the Replacement Component as soon as possible. 3. Exchange/Return of Non-Operational Component - Customer shall, at its own expense, return the Non-Operational Component to Sikorsky within thirty (30) days of Sikorsky's shipment of the Replacement Component and shall provide documentation to Sikorsky to confirm return shipment details. If Customer fails to provide documentation that the shipment of a Non-Operational Component has been initiated within such time period, Customer shall pay to Sikorsky a late return fee of one hundred sixty dollars ($160.00USD) per Component, per day in excess of the thirty (30) day return period. If Sikorsky has not received a Non￾Operational Component within six (6) months from the date of Sikorsky's shipment of the Replacement Component, then Customer shall pay to Sikorsky the price for the Replacement Component as listed in Sikorsky's CPL (the "Non-Return Fee"). Should Sikorsky subsequently receive the Non-Operational Component, Sikorsky shall credit to Customer's account an amount equal to ninety percent (90%) of the Non-Return Fee. The Non-Operational Component should be packed in the same container(s) (or Sikorsky-approved equivalent) in which the Replacement Component was received. Customer shall be responsible for any additional repair costs due to damage associated with an improperly packaged Non￾Operational Component and/or any damage caused by Customer at the time of removal of the Non-Operational Component. Customer shall provide Sikorsky with a copy of the Non￾Operational Component log card prior to shipment, and shall include the original log card in the return container with the Non-Operational Component. Customer shall also retain a copy of the Non-Operational Component log card. 4. Title Transfer/Risk of Loss - Title and risk of loss for each Replacement Component supplied to Customer under this Agreement shall be deemed to have been transferred to Customer upon shipment from Sikorsky's facility. Title and risk of loss for each Non-Operational Component shall be deemed to have been transferred to Sikorsky upon delivery to Sikorsky's facility. Customer represents and warrants that, at the time title to any Non-Operational Component is transferred to Sikorsky (thereby constituting a sale), Customer will have full power, authority and legal right to sell such Non-Operational Component to Sikorsky, and such Non￾Operational Component will be free and clear of any liens, charges and encumbrances created by or against Customer or arising out of the ownership, possession, operation or use of such Non-Operational Component. Customer hereby indemnifies and holds Sikorsky harmless from any breach of the foregoing representation and warranty. Page 4 of 17 This document does not contain export controlled technical data SDNY_GIGIWZRAI666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262285 EFTA02728052 Hyperion Air, LLC S76D37526PAP 5. Transportation and Labor Costs for Failures within One Hundred Hours — If a Replacement Component from Sikorsky fails upon installation or within one hundred (100) hours of installation, Sikorsky's sole and exclusive obligation shall be to reimburse Customer: (i) the actual and documented transportation costs for the return of the Non-Operational Component to Sikorsky and shipment of the Replacement Component to Customer; (ii) up to, but not exceeding, four thousand dollars ($4,000.00USD) for labor costs associated with removal of a Main Gear Box; and (iii) up to, but not exceeding, seven hundred fifty dollars ($750.00USD) for labor costs associated with removal of other Components covered by this Agreement. Customer shall be responsible for all other transportation and labor costs in excess of the amounts noted herein. III. CUSTOMER'S OBLIGATIONS 1. Administration of Agreement by Customer — If Customer is not also the Owner of a Helicopter, without releasing Customer from any contractual obligations hereunder, Customer represents and warrants that it is authorized by the Owner to operate and maintain the Helicopter, to administer this Agreement and to be the primary point of contact for billing, technical support, logistics support, reporting, and other administrative matters pertaining to the Helicopter and arising under this Agreement. Customer shall save, indemnify, defend and hold harmless Sikorsky and its corporate parents and subsidiaries from and against all claims, losses, damages, costs (including legal costs), expenses and liabilities arising from or relating to disputes between Customer and Owner pertaining to this Agreement. Upon request, Customer shall provide to Sikorsky the Owner's written acknowledgment of the foregoing in a form reasonably acceptable to Sikorsky. 2. Flight Time Reporting - Within fifteen (15) days after the end of each month, Customer shall e-mail to Sikorsky a statement, signed by Customer, reporting the Component serial numbers installed on each Helicopter, the time since new and time since overhaul (if the Component was previously overhauled) for each Component, and the total Flight Hours (reporting should be to the nearest tenth of an hour) for each Helicopter during the prior month (the "Flight Time Report") to fleet_program_finance.gr-sik®Imco.com. Alternatively, Customer may use Sikorsky's customer portal at www.sikorsky360.com to report monthly Flight Hours via the Online Flight Time Report. Customer warrants to Sikorsky that all data reported will be correct, and further agrees to grant Sikorsky or its designated representative access to Helicopter records upon reasonable request. If the Flight Time Report is not received within fifteen ( l5) days after the end of each month, Sikorsky shall notify Customer of such delinquency. If the Flight Time Report is not received within thirty (30) days after providing of such notification, Sikorsky may terminate this Agreement or remove the Helicopter from coverage hereunder in accordance with the termination provisions of Article V. Electronic Flight Time Reports will be updated annually and can be provided to Customer upon request, reflecting the Flight Hour Fee for the current calendar year. Page 5 of 17 This document does not contain export controlled technical data SDNY_GIV32:8313665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262286 EFTA02728053 Hyperion Air, LLC S76D37526PAP 3. Identification and Condition of Components upon Commencement of Agreement — At the time of signature of this Agreement or any amendment to this Agreement, for each Component installed on a Helicopter, Customer shall identify the serial number and time since new and time since overhaul (if the Component was previously overhauled) by completing the table set forth on Exhibit A attached hereto. Customer represents and warrants that the information contained in Exhibit A attached hereto is correct and that the Components are in good working condition with no known defects. Upon request, Customer shall provide copies of the Component log cards for Sikorsky's review. Sikorsky may refuse coverage for a Component if, in its sole discretion, such Component has not been used or maintained in accordance with the terms or conditions of this Agreement or a preceding PAP agreement. 4. Use, Operation and Maintenance of Components - Customer shall use Components solely for the operation of a Helicopter covered under this Agreement. Customer shall obtain Sikorsky's written approval prior to removal of a Component from a PAP-covered Helicopter and installation of such removed Component into any other helicopter, whether or not such helicopter is covered by this Agreement. Customer further covenants that: (a) Components and other parts and equipment for the applicable Helicopter shall be properly installed; (b) the Components and the applicable Helicopter shall be operated and maintained in accordance with the then-current recommendations or instructions of Sikorsky Aircraft Corporation, as contained in its maintenance manuals, operating instructions, Alert Service Bulletins or as otherwise stated in writing by a duly authorized representative of Sikorsky or Sikorsky Aircraft Corporation; (c) Components shall not be repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization; and (d) a Helicopter shall not be used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. 5. Metal Contamination - Customer shall immediately report Component failure due to metal contamination to Sikorsky, and shall comply with Sikorsky's requests for supporting data and/or samples. 6. Removal of Components - Customer shall not remove a Component from a Helicopter prior to its TB0 without prior authorization from a Sikorsky Field Service Representative. 7. New Helicopter Warranty Waiver for S-76D", Helicopters — In the case of a S-76DTM model helicopter, with respect to any Component installed at the time of acceptance of the Helicopter from Sikorsky or its affiliate, Customer waives the original helicopter warranty set forth in the Helicopter's sales agreement for such Component until such time as this Agreement is terminated or expires. In the event that this Agreement is terminated prior to the scheduled expiration of the original warranty set forth in such sales agreement, such original warranty for each Component will be reinstated and Customer shall be entitled only to the remaining or unexpired duration and terms of such original warranty in accordance with the terms and conditions of the sales agreement. With respect to each Component, the provisions of this Agreement, while in effect, operate as a substitute for the original warranty for such Page 6 of 17 This document does not contain export controlled technical data SDNY_GW03305562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262287 EFTA02728054 Hyperion Air, LLC S76D37526PAP Component waived. If Customer is not the only party with the right to exercise the original helicopter warranty, Customer shall provide Sikorsky with such party or parties' written waiver(s) of the original warranty promptly following the Acceptance Date. IV. PAYMENT AND ADDITIONAL CHARGES 1. Entry Payment — (a) With respect to each Component, upon execution of this Agreement, Customer agrees to pay to Sikorsky an entry payment for each such Component equal to the applicable Flight Hour Fee set forth in Article I multiplied by the number of Flight Hours accrued on such Component between the Sale Date and the Acceptance Date of this Agreement (if any). (b) With respect to any Component added to coverage after the Acceptance Date of this Agreement, upon of the, upon execution of an amendment adding such Component to coverage hereunder, Customer agrees to pay to Sikorsky an entry payment for each such Component equal to the applicable Flight Hour Fee set forth in Article I multiplied by the number of Flight Hours accrued on such Component since the Component was new or overhauled (as the case may be) at the time of entry into coverage hereunder. 2. Flight Hour Fee — Customer shall pay monthly for each Component an amount equal to the applicable Flight Hour Fee set forth in Article I multiplied by the actual Flight Hours of operation for the applicable Helicopter, as set forth in the Flight Time Report. Customer shall calculate the total Flight Hour Fee for each month (even when zero (0) hours are flown) via the Flight Time Report no later than fifteen (15) days following the end of the month. Sikorsky shall generate an invoice for the total monthly Flight Hour Fee. Customer may also use the Flight Time Report as a self-generated invoice document. After the end of each calendar year and upon termination, expiration or transfer of this Agreement, Sikorsky shall invoice Customer for each Component an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article I. 3. Unused Hour Charge — Except in the case of an unscheduled exchange requirement removed pursuant to Article 111.6 above, if Customer removes a Component prior to the approved TBO for such Component with at least one hundred (100) Flight Hours remaining (the difference between the TBO and the hours at removal referred to as the "Unused Hours"),Customer shall pay to Sikorsky an amount equal to: (A) the applicable Flight Hour Fee set forth in Article I, multiplied by (B) the difference between the number of Unused Hours less one hundred (100). 4. Upgradeable Component Charge — Upon election of a Component upgrade in the future, Sikorsky shall invoice and Customer shall pay the mutually agreed price for such upgrade. 5. Overhaul Charge — For any Components not covered by a preceding PAP agreement, Sikorsky may, in its sole discretion, charge Customer additional amounts related to repair work Page 7 of 17 This document does not contain export controlled technical data SDNY_GIMMOLSSIMI SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262288 EFTA02728055 Hyperion Air, LLC S76D37526PAP required to place the Component into overhauled condition in accordance with the applicable overhaul and repair manual and Sikorsky's quality standards. 6. Other Charges — Customer shall pay all shipping costs related to shipment of Replacement Components to Customer. In the event that a Non-Operational Component has, in Sikorsky's sole discretion, been subject to use or conditions constituting more than ordinary wear or tear (including, but not limited to, accident, lightning, sudden stoppage, corrosion, hard landing, deficient or improper maintenance not in accordance with operator and maintenance manuals, or overtorque), Customer shall be liable to Sikorsky for any and all evaluation, replacement or repair costs relating to the defective Component. An additional charge may apply for a S-76BTM model Helicopter. Sikorsky will supply a -044 configuration gear box or newer under this Agreement. In addition to the Flight Hour Fee, an additional charge may apply for any such Helicopter for the purchase of the Main Mod Kit #76070-35010-011 if required to install the MGB #76351-09600-044 on a covered Helicopter. 7. Payment Terms — All amounts are payable to Sikorsky in U.S. Dollars by no later than thirty (30) days from the date of Sikorsky's invoice to Customer. Interest equivalent to a rate of one and one half percent (1.5%) per month will be charged on all past due amounts. All payments shall be considered interim pending audit of Customer's logbooks by Sikorsky. Customers located outside the United States shall make payment by wire transfer to: Account No. 31079882 Account Name: Helicopter Support, Inc. Routing No. 021000089 SWIFT Code: CITIUS33 Citibank 399 Park Avenue New York, NY 10043 Customers located in the United States shall make payment by Automated Clearing House (ACH) or Electronic Funds Transfer (EFT) per the above instructions or shall mail payment payable to "Helicopter Support, Inc." at the following address: If sent via U.S. postal service, JP Morgan Chase Bank Attn: Helicopter Support, Inc. P.O. Box 26149 Chicago, IL 60673-6149 If sent via courier service commercial carrier (FedEx, DHL, etc.), JP Morgan Chase Bank Attn: Helicopter Support, Inc. Lockbox #26149 131 S. Dearborn, 6th Floor Chicago, IL 60603 Page 8 of 17 This document does not contain export controlled technical data SDNY_GINDZIOL55€18 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262289 EFTA02728056 Hyperion Air, LLC S76D37526PAP Twenty-four (24) hours before payment, Customer shall e-mail a statement detailing the payment amounts and invoice numbers to sci_ar.gr-sik®Imco.com. 8. Taxes - Customer shall pay to Sikorsky any and all taxes (not including any income taxes), fees or duties which may be imposed by any taxing authority arising from the transactions contemplated by this Agreement (including, without limitation, excise and value added taxes, and any import or export duties), and for which Sikorsky may be held responsible for collection or payment, either on its own behalf or that of Customer, upon receipt by Customer of Sikorsky's invoice therefor. Customer shall minimize, to the greatest extent possible, any taxes that may be imposed on Sikorsky. If the transactions contemplated by this Agreement are exempt or excluded from taxation, Customer shall provide tax indemnification to Sikorsky, via a written statement in the format required by the laws of the jurisdiction for which Customer is asserting said exemption or exclusion, that the transaction is exempt. Said statement must be provided promptly following execution of this Agreement or Customer will be deemed to have conceded the applicability of said taxes and as such authorizes Sikorsky to collect and remit them to the relevant jurisdiction(s). V. CANCELLATION, EXPIRATION, TRANSFER OF BENEFITS, TERMINATION AND WARRANTY 1. Sikorsky's Right to Terminate; Remedies in the Event of Termination — Sikorsky may, in its sole discretion, terminate this Agreement or remove a Helicopter or a Component from coverage under this Agreement, if any of the following events occur: a) If a Helicopter suffers an accident rendering the Helicopter and/or a Component unsalvageable (a total loss). b) If a Component is repaired or overhauled by anyone other than Sikorsky without Sikorsky's prior written authorization. c) If a Helicopter is used for any service other than transport, including but not limited to for Repetitive External Lift, which results or may result in substantially greater wear and tear of any Component than that which occurs on Components under standard transport operating conditions. d) If Replacement Components are used for any purpose other than for the Helicopter(s) covered under this Agreement without Sikorsky's prior written approval. e) If Customer attempts to transfer this Agreement or the benefits hereunder to a third party without Sikorsky's written approval, as set forth in Article V.3 below. f) If Customer is in default of any other provision of this Agreement and remains in default for a period of thirty (30) days after notice by Sikorsky. If Customer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed. g) This document does not contain export controlled technical data Page 9 of 17 SDNY_GILM2Y35560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262290 EFTA02728057 Hyperion Air, LLC S76D37526PAP h) In addition to any rights or remedies othenvise available at law or equity to Sikorsky, or as specifically set forth elsewhere in this Agreement, Sikorsky shall be entitled to the following remedies in the event of a full or partial termination of this Agreement as set forth above: i) Customer shall forfeit, and Sikorsky may retain, any credits which would be othenvise owed to Customer, including its successors or assigns, had the Agreement not been fully or partially terminated; and ii) Customer shall be liable to Sikorsky for the costs and expenses incurred by Sikorsky arising from or relating to such termination, including but not limited to labor, transportation, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, re-inspection, and retrofit. 2. Cancellation by Customer; Post-Cancellation Component Limited Warranty a) Customer may cancel this Agreement or remove any Component or Helicopter from coverage hereunder at any time following thirty (30) days written notice to Sikorsky and subsequent mutual written agreement of the Parties as to the date of cancellation. Customer's written cancellation notice must include the following information: (i) The requested effective date of the cancellation (if greater than thirty days from the date of the notice); (ii) The serial number for each Component; (iii)The Helicopter serial number on which each Component is installed; and (iv)The time since new and time since overhaul (if the Component was previously overhauled) for each Component. If Sikorsky identifies any discrepancy between the information contained in Customer's written cancellation notice and Sikorsky's records (including but not limited to a Component serial number, time since new or time since overhaul, etc.), Sikorsky shall notify Customer of such and the parties will work to resolve the discrepancy as promptly as possible. b) Performance of all obligations of the Parties under this Agreement, including payment of all amounts due to Sikorsky and resolution of any reporting discrepancies, shall be completed up to the date of cancellation. Upon Customer's return to Sikorsky of all Non￾Operational Components, if any, and payment of all amounts due to Sikorsky, Customer shall be entitled to a credit to its account at Sikorsky (the "Termination Credit") for each Component installed on a Helicopter as of the date of cancellation. If the Component had been provided to Customer under this Agreement, the Termination Credit is equal to seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement. Otherwise, the Page 10 of 17 This document does not contain export controlled technical data SDNY_GlisfOZRA3562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262291 EFTA02728058 Hyperion Air, LLC S76D37526PAP Termination Credit for a Component is equal to seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant to a preceding PAP agreement. c) For any Replacement Component provided to Customer by Sikorsky pursuant to this Agreement within one (1) year prior to the date of cancellation, provided that Customer has returned all Non-Operational Components in accordance with Article II.3 above, Sikorsky warrants to Customer that, for one (I) year after the date of Sikorsky's shipment of the Replacement Component to Customer, such Component shall be free from defects in material and workmanship; provided that Customer provides Sikorsky written notice of any defect within sixty (60) days of Customer's discovery of the defect. Sikorsky's liability and Customer's remedy under this limited warranty is limited to the repair or replacement, at Sikorsky's election, of a Component which is determined by Sikorsky to be defective in material or workmanship. Customer shall not return any such item until it has provided written notice of the defect to Sikorsky, and Customer shall include a copy of such written notice with the shipment. Transportation charges (excluding related import and export charges) for the return of such Components to Sikorsky and its reshipment to Customer and the risk of loss thereof will be borne by Sikorsky only if returned in accordance with Sikorsky's written shipping instructions. Repaired or replaced items are warranted for the remainder of the applicable one (I) year limited warranty period. This limited warranty shall not apply to any Components which in Sikorsky's judgment (i) have been repaired or altered outside of Sikorsky's facilities in any way so as to affect the safety, function or reliability of the Component, or (ii) has been subject to misuse, negligence, accident or other abuse. This limited warranty is the sole and exclusive warranty provided by Sikorsky to Customer under this Agreement, in accordance with the provisions of Article VI.7 below. 3. Transfer of Benefits — Customer may request, and Sikorsky may agree, to transfer this Agreement or the amounts paid under this Agreement with respect to any or all Components (the "Transfer Credit") to a new owner or operator of the Helicopter(s) under the following conditions: a) Customer must notify Sikorsky at least thirty (30) days prior to the intended date of transfer and provide a written request for such transfer to include the following information: (i) Full legal name, mailing address, and contact information of the intended transferee; (ii) Description of the transaction giving rise to the transfer (e.g., sale, lease, merger, etc.); (iii)Description of the requested scope of the transfer (i.e., entire agreement, partial for specific helicopter only, etc.); and (iv)A written statement by the intended transferee of its intent to continue PAP coverage. b) Sikorsky will review and approve the party to whom Customer intends to transfer this Page 11 of 17 This document does not contain export controlled technical data SDNY_GINDZR36563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262292 EFTA02728059 Hyperion Air, LLC S76D37526PAP Agreement, including but not limited to financial stability and intended use of the Helicopter by that third party. Customer shall permit or facilitate any and all requests of Sikorsky to inspect the Helicopter(s) and shall provide Sikorsky with any and all log books and other requested documentation relating to the operation, use, and maintenance of the Helicopter(s). Sikorsky's consent to the requested transfer shall be in its sole discretion. Such consent is conditioned upon the transferee assuming all of Customer's obligations under this Agreement and may be conditioned upon renegotiation with the transferee of other terms and conditions of this Agreement or the transferee's execution of a separate PAP agreement (in which case, Sikorsky shall credit the Transfer Credit to such agreement). c) Customer must be current in payment of all amounts due to Sikorsky up to and including the requested date of transfer, or actual date of transfer if later than requested, including but not limited to, for each Component, an amount equal to (i) the difference, if any, between the Minimum Utilization Flight Hours set forth in Article I (pro-rated up to the date of transfer) and the actual Flight Hours flown, multiplied by (ii) the applicable Flight Hour Fee set forth in Article I. 4. Expiration of Agreement - Provided that Customer is not in default, upon expiration of this Agreement, Customer will receive a credit to its account at Sikorsky, determined as follows. a) If this Agreement is renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit applied to the new agreement for each Component installed on a Helicopter as of the date of expiration equal to either: (i) if the Component had been provided to Customer under this Agreement, one hundred percent (100%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement; or (ii) one hundred percent (100%) of the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus any amounts credited to this Agreement for such Component pursuant a preceding PAP agreement. b) If this Agreement is not renewed, extended or replaced by a superseding PAP agreement, Customer shall be entitled to a credit to its account at Sikorsky for each Component installed on a Helicopter as of the date of expiration equal to either: (i) if the Component had been provided to Customer under this Agreement, seventy-five percent (75%) of the amounts paid by Customer for such Component since the date such Component was provided to Customer under this Agreement; or (ii) seventy-five percent (75%) of (A) the amounts paid by Customer for such Component under this Agreement since the Acceptance Date plus (B) any amounts credited to this Agreement for such Component pursuant a preceding agreement. VI. STANDARD TERMS AND CONDITIONS 1. Excusable Delay and Force Majeure — Neither Party shall be charged with any liability for failure or delay in performing under this Agreement when such failure or delay is due to causes beyond such Party's reasonable control, the delayed Party has exercised commercially Page 12 of 17 This document does not contain export controlled technical data SDNY_GlisC0ZRXT564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262293 EFTA02728060 Hyperion Air, LLC S76D37526PAP reasonable efforts to mitigate the failure or delay, and has provided the other Party with reasonable notice and periodic updates ("Excusable Delay"). Acts or events which may cause or contribute to an Excusable Delay include but are not limited to acts of God or the public enemy, delays of suppliers, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, civil unrest or disobedience, war, terrorism, riots, strikes, lockouts, labor disputes, or unusually severe weather ("Force Majeure"). Notwithstanding the foregoing, Customer shall not be entitled to claim Excusable Delay or the occurrence of a Force Majeure with regard to Customer's payment obligations under this Agreement. 2. Export Licenses — Customer will, on Sikorsky's request, assist Sikorsky in Sikorsky's efforts to obtain any U.S. government export license or similar authorization which may be required now or hereafter for export of Replacement Components or related data. The Parties acknowledge that this Agreement is conditioned upon the ability of the Parties to conform to the laws and regulations of the United States and its various cognizant departments regarding performance under this Agreement. Customer also agrees that this Agreement is conditioned on Customer's agreement to not re-transfer, re-export or divert any export-controlled Components or other parts, services, or related data if such re-transfer, re-export or diversion would be a violation of any U.S. export or sanctions laws. Any technical data or defense service exported from the United States in support of this Agreement may not be used for the production or manufacture of any defense article and shall not be transferred to a person in a third country or to a national of a third country unless the prior written approval of the U.S. government has been obtained. The foregoing obligation will remain binding on Customer after the termination of this Agreement. 3. Import Licenses — With respect to any import laws and other regulations of the country of destination and its various cognizant departments regarding the import of the parts hereunder, Customer shall be solely responsible for advance notification to Sikorsky and obtaining and complying with any and all import licenses or other authorizations which may be required for such activity. 4. Assignment — Subject to Article V.3, Transfer of Benefits, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto, but it may not be voluntarily assigned, wholly or in part, by either Party without the prior written consent of the other Party; provided however, that Sikorsky shall have the right to assign this Agreement to Sikorsky Aircraft Corporation or one of its subsidiaries or affiliates without Customer's prior consent. Assignments made in violation of this Paragraph 4 shall be deemed null and void. 5. Notices — All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices pertaining to this Agreement shall be given by hand delivery, registered mail, or commercial carrier (FedEx, DHL, etc.) and addressed as follows: if to Customer, the notice shall be addressed as indicated in Article I; and if to Sikorsky, the notice shall be addressed to: Helicopter Support, Inc. dba Sikorsky Commercial, Inc., do Sikorsky Aircraft Corporation, 6900 Main Street, P.O. Box 9729, Stratford, Connecticut 06615, Attn: Vice President— General Counsel. Any legal notice sent by one party Page 13 of 17 This document does not contain export controlled technical data SDNY_GINDZRX5565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262294 EFTA02728061 Hyperion Air, LLC S76D37526PAP to the other shall be effective on the date upon which receipt can be confirmed by the receiving PartY. 6. EXCLUSIVE REMEDIES AND WARRANTIES - THE REMEDIES AND WARRANTIES PROVIDED BY SIKORSKY UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER REMEDIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH SUCH WARRANTIES AND ANY OTHER WARRANTIES BEING EXPRESSLY DISCLAIMED HEREBY; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, INCLUDING ALL REMEDIES UNDER THE CONNECTICUT PRODUCT LIABILITY ACT WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS CORPORATE PARENTS' OR AFFILIATES' NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS CORPORATE PARENTS OR AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SUCH ENTITY. 7. Limitation of Liability - With respect to any item or service provided under this Agreement and alleged to be the cause of any loss or damage to Customer, the sum equal to Sikorsky's established selling price for such item or service shall be the ceiling limit on Sikorsky's or any of its corporate parents' or affiliates' liability, whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof or (ii) the design, manufacture, delivery, sale, repair, replacement, use or furnishing of any item or service. In no event shall Sikorsky or any of its corporate parents or affiliates have any liability for any indirect, incidental, consequential or special damages. 8. Patent Infringement — Sikorsky shall indemnify and hold harmless and conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Customer of any part or service delivered hereunder directly infringes any United States patent or design but only on the condition that (A) Sikorsky receives prompt written notice of such claim, suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Customer and defendant for such defense; (B) said part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the part(s) is recommended in writing by Sikorsky; and (C) the claim, suit, or action is brought against Customer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said claim, suit, or action or shall pay all damages excluding consequential damages, and, if the use or resale of such part is finally enjoined, Sikorsky shall promptly, at Sikorsky's option: (i) procure for defendant the right to use or resell the part, (ii) replace the part with an equivalent non-infringing part, or (iii) modify the part so that it becomes non-infringing but equivalent, or (iv) provided that an equivalent Page 14 of 17 This document does not contain export controlled technical data SDNY_GINDZRX5566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262295 EFTA02728062 Hyperion Air, LLC S76D37526PAP non-infringing part is available, remove the part and refund the selling price (less a reasonable allowance for use, damage, and obsolescence). If a claim, suit, or action is based on a design or specification furnished by Customer, or on the performance of a process not recommended in writing by Sikorsky, or on the use or sale of the parts delivered hereunder in combination with other helicopter parts not delivered to Customer by Sikorsky, Customer shall indemnify and save Sikorsky and its parent companies harmless therefrom. 9. Disputes — Prior to a Party initiating a formal legal proceeding relating to a dispute under this Agreement, that Party must provide the other Party(ies) with a written request for dispute resolution. Should the Parties fail to reach agreement on the subject of the dispute within thirty (30) days of the request, either Party may pursue the rights and remedies available to it at law or equity. Notwithstanding the foregoing, either Party may resort to a formal legal proceeding for equitable relief at any time, and/or may institute litigation in order to avoid the expiration of any applicable limitations period or to preserve a superior position with respect to creditors. 10. Governing Law - This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of Connecticut, United States of America, excluding Connecticut's choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. All disputes, controversies, claims, or suits brought in connection with this Agreement shall be resolved exclusively in a court of competent jurisdiction residing in Connecticut. IL Entire Agreement - The terms and conditions contained in this Agreement constitute the entire agreement between the Parties hereto and shall supersede all previous communications, representations or agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same will be binding upon any Party unless in writing, signed by a duly authorized officer or representative thereof. 12. Non — Disclosure — With exception for the existence of this Agreement, the Parties hereby agree that neither Party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party except as may be required in the performance of this Agreement. 13. Counterparts - This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature Page Follows] Page 15 of 17 This document does not contain export controlled technical data SDNY_GlisfOZRX55613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262296 EFTA02728063 Hyperion Air, LLC S76D37526PAP IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. CUSTOMER: SIKORSKY: HYPERION AIR LLC HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. By: Name: Title: Date: Larry Visoski Manager Hyperion Air, LLC October 10, 2019 By: O n P Jena.- Name: Shannon M. Palaia Title: Contracts Negotiator October 10, 2019 Acceptance Date: Page 16 of 17 This document does not contain export controlled technical data SDNY_GIMZRX5568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262297 EFTA02728064 Hyperion Air, LLC S76D37526PAP Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box Helico . ter Model Serial No. Check if TSO/N Serial No. TSO/N Serial No. TSO/N Serial No. 9t t1 76750 S-76C A231-00485 X 2629.2 A242-00472 2629.2 A239-00477 2629.2 - TSO/N ' means the time since new and time since overhaul (if the Component was previously overhauled). For each Component, Customer shall identify the Component serial number and TSO/N upon signature of this Agreement and any amendment hereto. Customer shall further identify if a Component is a Main Gear Box with Quiet Technology. I For the S-76B/C model helicopters, the main gear boxes with part numbers 76351-09600-045 and 76351-09600-047 are `quiet.' All main gear boxes for the S-76D model helicopter are `quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page 17 of 17 This document does not contain export controlled technical data SDNY_GiaM32CI0CIS69 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262298 EFTA02728065 LIS aci h,c..aUniv. VI. CWA 11.••••••••• radm• Hyperion Air, LLC S76D38751PAP POWERTRAIN ASSURANCE PROGRAM TRANSFER AGREEMENT THIS PAP TRANSFER AGREEMENT (this "Agreement") is made on the Acceptance Date stated below, by and between HYPERION AIR, LLC ("Assignor") and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Assignee"). WHEREAS, Assignor and Helicopter Support, Inc. (doing business as Sikorsky Commercial, Inc.) ("Sikorsky") arc patties to that certain Powertrain Assurance Program Agreement, Contract No. S76D3875 I PAP, dated as of October 15, 2020 (the "Assigned Contract") with respect to the S-760)4 helicopter with serial number 760750 (the ")Ielicopter"); WHEREAS, on or about May 12, 2021 (the "Transfer Date") Assignor sold to Assignee, and Assignee purchased from Assignor, the Helicopter (the "Transaction"): and WHEREAS, as a result of the Transaction, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's right, title and interest in and to the Assigned Contract as of the Transfer Date; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the patties hereto agree as follows: I. Assignment and Assumption. With retroactive effect from the Transfer Date, Assignor hereby assigns to Assignee all of Assignor's rights, title and interest in and to, and obligations under, the Assigned Contract, free and clear of any and all encumbrances, and Assignee hereby assumes all of the rights and obligations of Assignor under the Assigned Contract. This Agreement shall in no way release Assignor from any of its obligations to Sikorsky under the Assigned Contract arising prior to the Transfer Date, including but not limited to the reporting of, and payment for. Flight Hours (as defined in the Assigned Contract) flown. 2. Notices; Shipping. All notices to be given the Assignee pertaining to the Assigned Contract shall be addressed to: Industrial Integrity Solutions, LLC 2151 East Convention Center Way, Suite #222 Ontario, CA 91764 United States Attention: Rich Mindtvold, CFO Phone 1 (909) 354-8002 Email: Ftmunkvold®frontier-enterprises.com Unless otherwise requested by Assignee in writing, Replacement Components will be shipped to the above address. This document does not contain export controlled technical data. Page I of 3 SDNY_GLW131103550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262299 EFTA02728066 flyperion Air, I.LC S76D38751PAP 3. Component Identification. Each of Assignor and Assignee represents and warrant to Service Provider that the information contained in Exhibit A attached hereto is correct as of the Transfer Date. 4. No Amendment. This Agreement shall not alter, modify or amend the terms of the Assigned Contract in any respect. 5. Binding Upon Successors. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. 6. Amendments. This Agreement cannot he amended, supplemented or modified except by an agreement in writing which makes specific reference to this Agreement, and which is signed by the parties. 7. Further Assurances. Assignor agrees that upon request of Assignee, at any time and from time to time. Assignor will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds. assignments. transfers, conveyances and assurances as may be reasonably required to evidence further the assignment, transfer, conveyance and delivery of the Assigned Contract. 8. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall he deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature page follows I Page 2 of 3 This document does not contain export controlled technical data. 50N`i_GILMBOCBSE0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002623((1 EFTA02728067 Hyperion Air, LLC S76D38751PAP IN WITNESS WHEREOF, the parties have caused this PAP Transfer Agreement to be executed by their duly authorized representatives. ASSIGNOR: HYPERION By: Name: Lawrence Visoski Title: Manager Date: June 7, 2021 ASSIGNEE: INDUSTRIAL INTEG LUTIONS, LLC By: Name: etesis/ka Thstsitcvoi...6 Title: CFO Date: C - 13- 2- Acknowledgment: Sikorsky hereby consents to this PAP Transfer Agreement. HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. By: Name: Shannon M. Palaia Title: Contracts Negotiator Acceptance Date: June 10.2021 This document does not contain export controlled technical data. Page 3 of 3 SDNY_GLM32X113552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262301 EFTA02728068 Insane Ar, LLC 576D34751PAP gzhibit Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGB Intermediate Gear Box Tail Gear Box iitilltalL &Sat MSSi Seem \e- Check if TaC1/5: Salts TSOdN iniallist. ISO/N ibicii I 760750 S-76C A231-0043.5 X MS 2641 9 I.22, WA A242.00472 Iliti ?Mil) Lip VA A.239-00477 = 2641 9 I MA "ISOIN" means the time since new and time since overhaul (if the Component was previously overhauled). For the S-76B/C model helicopters the main gear boxes with part numbers 76351.09600-045 and 76351-09600-047 art 'quiet' All main gear boxes for the 5.7613 model helicopter arc 'quiet' (part number. 76351.09600-046 and 76351.09600-050). Pan Al o( I ihs dock:mem &et AN contain tint tAnmolk4 techattal dun SDNY_GLIv1323013533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262302 EFTA02728069 Hyperion Air, LLC S76D3875 I PAP POWERTRAIN ASSURANCE PROGRAM TRANSFER AGREEMENT TIIIS PAP TRANSFER AGREEMENT (this "Agreement") is made on the Acceptance Date stated below, by and between HYPERION AIR, LLC ("Assignor"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Assignee"). WHEREAS, Assignor and Helicopter Support, Inc. (doing business as Sikorsky Commercial, Inc.) ("Sikorsky") are parties to that certain Powertrain Assurance Program Agreement, Contract No. S76D3875 I PAP, dated as of October 15, 2020 (the "Assigned Contract") with respect to the S-76CTm helicopter with serial number 760750 (the "Helicopter"); WHEREAS, on or about May 12, 2021 (the "Transfer Date"), Assignor sold to Assignee, and Assignee purchased from Assignor, the Helicopter (the "Transaction"); and WHEREAS, as a result of the Transaction, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's right, title and interest in and to the Assigned Contract as of the Transfer Date; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. Assignment and Assumption. With retroactive effect from the Transfer Date, Assignor hereby assigns to Assignee all of Assignor's rights, title and interest in and to, and obligations under, the Assigned Contract, free and clear of any and all encumbrances, and Assignee hereby assumes all of the rights and obligations of Assignor under the Assigned Contract. This Agreement shall in no way release Assignor from any of its obligations to Sikorsky under the Assigned Contract arising prior to the Transfer Date, including but not limited to the reporting of, and payment for, Flight Hours (as defined in the Assigned Contract) flown. 2. Notices; Shipping. All notices to be given the Assignee pertaining to the Assigned Contract shall be addressed to: Industrial Integrity Solutions, LLC 2151 East Convention Center Way, Suite 8222 Ontario, CA 91764 United States Attention: Rich Munkvold, CFO Phone I (909) 354-8002 Email: Rmunkvold®fronticr-enterprises.com Unless otherwise requested by Assignee in writing, Replacement Components will be shipped to the above address. Page I of 3 This document does not contain export controlled technical data. SONY_GILIvINXKISTA SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262303 EFTA02728070 Hyperion Air, LLC S76D38751 PAP 3. Component Identification. Each of Assignor and Assignee represents and warrant to Service Provider that the information contained in Exhibit A attached hereto is correct as of the Transfer Date. 4. No Amendment. This Agreement shall not alter, modify or amend the terms of the Assigned Contract in any respect. 5. Binding Upon Successors. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. 6. Amendments. This Agreement cannot be amended, supplemented or modified except by an agreement in writing which makes specific reference to this Agreement, and which is signed by the parties. 7. Further Assurances. Assignor agrees that upon request of Assignee, at any time and from time to time, Assignor will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required to evidence further the assignment, transfer, conveyance and delivery of the Assigned Contract. 8. Counterparts. This Agreement may be cxccuted in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature page follows. Page 2 of 3 This document does not contain export controlled technical data. SDNY_Ggin2X035-85 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262304 EFTA02728071 Hyperion Air, LLC S76D38751PAP IN WITNESS WHEREOF, the parties have caused this PAP Transfer Agreement to be executed by their duly authorized representatives. ASSIGNOR: HYPERION Al By: Name: Title: Date: June 7, 2021 Lawrence Visoski Manager ASSIGNEE: INDUSTRIAL INTEG LUTIONS, LLC By: Name: f.,CF6aea A «inky o Title: CFO Date: C-i 3-2I Acknowledgment: Sikorsky hereby consents to this PAP Transfer Agreement. HELICOPTER SUPPORT, INC. d/b/a SIKORSKY COMMERCIAL, INC. By: Name: Shannon M. Palaia Title: Contracts Negotiator Acceptance Date: June 10. 2021 This document does not contain export controlled technical data. Page 3 of 3 SDNY_GLMI3X1135736 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262305 EFTA02728072 I lypenoo Air, TLC S76D38751PAP Exhibit A Covered Components — Helicopter Serial Number and Component Serial Number and Time Since New or Overhaul Main Gear Box / Quiet MGR Intermediate Car Box Tail Gear Box Beliconter Model Sstbalit Check If PAW TSOR( SSEIll.riz Dm Serial No. IS= Serial No. I 760750 S-76C A231-00485 X TSN. 2641.9 ISQ. WA A242-00472 TSN: 2641.9 31Q: WA A2394)477 TSN: 2641.9 DQ: NtA -Islam" means the time since new and time since overhaul (if the Component was previously overhauled). I For the S-76B/C model helicopters, the main gear boxes with part numbers 76351.09600.045 and 76351-09600-047 are 'quiet' All main gear boxes for the S-76D model helicopter am 'quiet' (part numbers 76351-09600-046 and 76351-09600-050). Page Al of 1 This document doer not commit export controlled teretencol dam. SoNv_GLIONXP353B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262306 EFTA02728073 AIRCRAFT DELIVERY AND ACCEPTANCE CERTIFICATE Hyperion Air, LLC ("Duyer"), hereby confirms acceptance of delivery from ASI Wings Etc ("Seller") of the aircraft described below, pursuant to the terms and conditions of that certain Aircraft Purchase and Sale Agreement, dated March 27, 2019 (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Agreement. Airframe: Make and Model Keystone (Sikorsky) model S-76C Serial Number 760750 Registration Number N722JE Make and Model Serial Numbers Turbomeca S.A. model Arriel 2S2 42285TEC & 42286TEC Main Rotor Blades ("Blades"): Make and Model Sikorsky Model 76150-09100-053 Serial Numbers A086-03958, A086-03773, A086-03768 & A086- 03769 (collectively, the "Aircraft") Date of Acceptance: j iiitt 13 , 2019 Location of Acceptance: cx.utti (MN) Time of Acceptance: 10:12 MA tetnsti‘ Airframe Cycles: Pin Airframe Hours: 2 62.11.1 Engines #1 97,scitc fl WIVE c Hours: 34)1.7 Cycles: 31O_ Blades: Hours: SyiB Cycles: 26241 Seller confirms that the Discrepancies and Additional Remediation Items that were to be corrected by Seller, at Seller's cost, per the provisions of the Agreement have been corrected. Upon receipt by Escrow Agent of each of the Title Documents, confirmation by Escrow Agent that the Aircraft is free and clear of Liens of record at the FAA Civil Aviation Registry and the International Registry, and confirmation by Escrow Agent of funds sufficient to effect the closing contemplated by the Agreement: (i) Escrow Agent is authorized to (a) cause the FAA Bill of Sale, the Aircraft Registration Application, any Releases and any other documents SDNY_GLIV0103538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262307 EFTA02728074 necessary to effect the transfer of title to Buyer or its designated assignee to be dated and filed with the FAA Civil Aviation Registry for the benefit of Buyer, (b) date and release the Warranty Bill of Sale to Buyer, (c) effect the registrations contemplated by Section 11.4 of the Agreement and (d) disburse the Purchase Price in immediately available funds as directed by Seller. SELLER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE CONDITION, OPERATION, AIRWORTHINESS, QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, VALUE, MANUFACTURE, WORKMANSHIP, DURABILITY, OR SUITABILITY OF THE AIRCRAFT. BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE AIRCRAFT AND IS SATISFIED WITH THE CONDITION OF THE AIRCRAFT. BUYER AGREES THAT IT IS ACQUIRING THE AIRCRAFT "AS-IS, WHERE IS," AND WITH ALL FAULTS. SELLER HEREBY DISCLAIMS AND BUYER RELEASES ALL OTHER REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL RIGHTS, CLAIMS AND REMEDIES OF SELLER AGAINST SELLER OR ITS AFFILIATES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT (WHETHER LATENT OR DISCOVERABLE) IN THE AIRCRAFT, INCLUDING, WITHOUT LIMITATION, (1) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT OR STRICT LIABILITY, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER OR ANY PREDECESSOR, ACTUAL OR IMPLIED; (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, INTERRUPTION IN THE BUSINESS, TRADE OR PROFESSION OF SELLER, OR FOR ANY DIRECT, SPECIAL, INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH NONCONFORMITY OR DEFECT. FOR GREATER CERTAINTY, NOTHING CONTAINED IN THIS AIRCRAFT DELIVERY AND ACCEPTANCE CERTIFICATE SHALL CONTRAVENE, LIMIT OR NEGATE SELLER'S REPRESENTATIONS AND WARRANTIES RELATING TO TITLE TO THE AIRCRAFT CONTAINED IN THE WARRANTY BILL OF SALE (AS DEFINED IN THE PURCHASE AGREEMENT) OF EVEN DATE HEREWITH. oNv_GLIvbri0C639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262308 EFTA02728075 Buyer acknowledges that it has received the Aircraft from Seller in the Delivery Condition and otherwise in a condition consistent with the terms and conditions of the Agreement and is otherwise satisfactory to Buyer. SELLER: BUYER: ASI Wings LLC By: Aetna Inc. Its: Managing Member By: 041/4 Name: IWAVOIEW liscret Title: As11HD1u1E0 RfttfSfWTAINE. Date: 1‘4,4 13.1 2019 Hyperion Air, LLC By: Name: aim /WAX e .1/iSOSk . Title: irmatJacr-.0 Date: (Ls /3" , 2019 SDNY_GIM,2303S80 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262309 EFTA02728076 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 1 of 15 STANDARD DISTRIBUTION THIS INFORMATION IS COMPANY PRIVATE. PROGRAM NAME S76 CONTRACT NUMBER S76TP6 167A CONTRACT DATE 12/17/07 B.D.M. NO. C.W.A. NO. THROUGH CONTRACT AMENDMENT 3 Date: 8/3/09 SUBJECT Completion of S-76C++ Aircraft 760746-774 750(eff: 286-311-290) Customer: Air Ghislaine, Inc. STATEMENT OF WORK (SCOPE & SCHEDULE) MODEL: 576C++ SPEC / REV: SERIAL NUMBER: 746 771 750 SIKORSKY ACCEPTANCE: SCHEDULED PRESENTATION DATE: -Dec-2008 June-2009 Dec 2008 SCHEDULED PRESENTATION DATE COMPLETION SERVICES: Jul-2009 Nev 2009 Sep.-2009 Dec. 7 2009 SCHEDULED DELIVERY DATE COMPLETION SERVICES: Jul-2409 Nev-2009 Sep.2409 Dec. 7 2009 DETAIL WORK DESCRIPTION ATTACHED: Release the above aircraft to the Keystone Completion Center. Revision Change Explanation Number Notes Schedule Budget Configuration Other 0 Release. Contract Details X X X X 1 Revised to reflect change in serial number and presentation date per Amend. #1 X 2 Change in presentation and delivery dates X 3 Change in tail number X 4 Add 200 hours to engineering - interiors budget X 5 Change in schedule, change in config. change in KHC PO value, add late delivery terms X X X X Period of Performance: I December 2007 thru July-2009 December 2009 APPROVALS & ENDORSEMENTS Name: Chris Shurkus Date Name: Irene Milewski Date Program Manager Chris ihurkus 8/13109 Finance Orono tYpilewsla 8117/09 SDNY_GIAMAR12680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00262310 EFTA02728077 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12 17 07 05 08/17/09 F008-S76-002 PAGE 20f15 Statement of Work: This PWA authorizes the design, planning, procurement, and construction of Executive-Troop Deluxe Executive configuration at the Keystone S-76 Completion Center. This PWA authorizes Purchasing to direct Keystone to complete the aircraft under Purchase Order from Sikorsky. The following are the specific actions authorized under this PWA: Purchase Order Instructions: Purchasing is to issue Purchase Order authorization to Keystone to commence design, planning, and completion for the aircraft listed in the cover page and the configuration shown here in, with additional responsibilities as defined in the Sikorsky-Keystone Completion Center agreement. Total Budget: Air Ghislaine. Inc PWA Total Description AC 750 H rs teen Aircraft Manufacture • For internal use only 5.876.000 Planning purpose ONLY Pre-Ticket Flight Test and Support 161 26.116 AC-062.1.49.0A Post RMS Activities 10.781 AC-062.1.49.0B 'Technical Publications 17.306 AC-062.1.49.0C 'FSI Standard Training 69.967 AC-062.1.49.0D 'Customer Gift Certificate 2.000 AC-062.1.49.0E 'Fleet Mgt Services 14.871 AC-062.1.49.0F "FOG' (Baseline) 7.000 AC-062.1.49.0G -Other-SAC OH 3.350 Planning purpose ONLY Total Job Order Baseline 161 151,392 Commission (Baseline) 217.939 Keystone Completion REV 5 2.498,433 AC-S71.1.01.2A Keystone Completion 0/H 84.947 Planning u se ONLY Pilot Support/AC acceptance © CC 140 19,143 AC-S71.1.01 .2C ACB 40 4,219 AC-S71 .1 .01 .2F Engineering- Avionics 296 33,626 AC-S71 .1 .01 .2G Engineering -Interiors REV 4 498 55.187 AC-S71.1.01.2H Engineering -Flight Sciences 100 11,549 AC-S71 .1 .01 .21 Management Reserve 50.000 AC-S71.1.01.2J •FOG1 (Completion) 8.000 AC-S71.1.01.2K •Additional Training 38.698 AC-S71 .1 01.2M •AAG SUPPORT-VIP onl 20hrs 106.521 AC- 71.1.01.2N -Other-SAC OH 4.647 Planning purpose ONLY Extended Warranty 60,000 AC-$71.1.01 .2R Strip List (126.058) AC-S71.1.01.2S Total Completion 1,074 2,848,912 Commission- Com letion 73.238 Grand Total incl. Commission 1.235 9.167.481 Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("AAG"). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and SDNY_GIWOZION32 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002623II EFTA02728078 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 05 REV DATE 08/17/09 PAGE PWA NUMBER F008-S76-002 3 of 15 conditions of service, and will remain on account with AAG for two years after execution of this Agreement. Action — Purchasing (D. McCorv/S. Monteirol Please inform Turbomeca that the following S76C++ aircraft s/n (760746-774 750) with Turbomeca Engines was sold to the following customer: Air Ghislaine, Inc. (Jet Aviation) 3800 Southern Boulevard Suite 204 West Palm Beach, Fl. 33406 Mr. Larry Visoski Engine Certification for the country of US is required in time to support aircraft delivery. If certification has not already been obtain in this country, have Turbomeca promptly initiate certification activity with the appropriate authorities and inform us of this action. Engine Maintenance Manuals are also required to be sent directly to the customer by the aircraft delivery date. The following additional engine related commitments are also specified in the S76C++ New Helicopter Sales Agreement (S76TD6167A): NONE Additional Requirement for Completion Center The completion center is responsible for ensuring the documentation that is delivered to the customer reflects the delivered configuration. The documents to be delivered with the helicopter include, but are not limited to: Pilot guides for cockpit equipment, Electrical Load Analysis Report, Weight & Balance Report, 1p and 4p Vibration Report, Aircraft Equipment Inventory Listing, Certificate of Airworthiness, Return to Service, CVR/FDR Reasonability Check Report, Option Data Package for continued airworthiness for all equipment installed by the Completion Center which is not covered in the Aircraft Maintenance Manual. All Transponders, ELT's and other programmable devices are to be programmed with appropriate information to be provided by Customer. All aircraft equipment Software and databases are to be updated/loaded by the completion center prior to delivery. Completion Center will also submit a subscription application to each supplier for a minimum of 12 months software/database subscription. Additionally, all data transfer cables and special equipment necessary to perform these functions will be provided to the customer. This includes, but is not limited to: EGPWS, FMS, Garmin GMX 200. soNcativonoesa3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262312 EFTA02728079 PR OGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12117/07 05 08/17/09 F008-S76-002 PAGE 4 of 15 Aircraft is to be flown into retorque window and all retorques are to be accomplished prior to delivery. Helicopter will be delivered with sufficient flight time available to enable ferry flight to customers home base without need for retorque or scheduled maintenance or inspections. All open and/or applicable ASB's and AD's are to be complied with prior to delivery. CSN's complied with at the direction of the Program Manager. No part used in the completion of the S-76 helicopter will be installed if its remaining life at time of delivery will be less that 75% of its published life. Also, parts that are subject to periodic inspections shall not be installed as part of the S-76 completion if the inspection interval remaining on the part is less than 12 months or at least 75% of the published inspection interval remains at time of delivery. Action — Information Technologies (D. Blackmore ) • Create a MyCompletion Website, username and password for the customer listed on this PWA. • Point of Contact (POC): o Chris Shurkus - S76 Program Manager (203) 386-5558 o Ken Pike — Customer Service Manager (203) 416-4241 o Howard Germon —Regional Sales (203) 267-7208 Action — M. Mariotti (should be charge to an expense P.O.) • Place purchase order for (Eight) 8 display models with Microwest, 1312 West Collins Ave Orange. CA 92867. (714) 771-2521. These models are to be painted in the customer unique paint scheme including customer registration number. Have the completed models shipped to SAC, attention Chris Shurkus • Order customer gift certificate from GBG. The Corp Gift Source. 204 Spring Hill Road, Trumbull. CT 06611. (203) 459-4424 in the amount of $2.000.00. made out to Attn: Mr. Larry Visoski Action — Program Manager (C. Shurkus) DESCRIPTION OF SALE 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. soNcativonoesa4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262313 EFTA02728080 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12 17x07 05 08/17/09 F008-S76-002 PAGE 5 of 15 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyers execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section III.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest- Prior to the transfer of title as provided in this Agreement, Buyer, 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 know 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 Buyer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyers expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loss - Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event SDNY_GWO. =SW SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262314 EFTA02728081 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 6 of 15 the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article III. 1.d. below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. Add per Amend. 3 7. Late Delivery -The event Buyer does not accept the Completion Services by December 15, 2009 due to Buyer not being satisfied that the Completion Services presented on the Completion Services Presentation Date have been satisfactory completed and the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred, pursuant to Paragraph 5 of Article II, Presentation of Completion Services for Acceptance of this Agreement, Sikorsky shall establish for Buyer a spares credit in the amount of $50,000, as liquidated damage for such delay. SDNY_GILVDD3131S86 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262315 EFTA02728082 PROGRAM ORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 7 of 15 The spares credit shall be established at a Sikorsky's wholly owned subsidiary Helicopter Support, Inc. and must be used within three (3) years of the Scheduled Presentation Date Completion Services. In the event that any amount of the spares credit has not been used or otherwise committed by Buyer within such time, the spares credit shall expire and Sikorsky shall have no further obligation to Buyer hereunder. Action — Engineering (T. McTaggart , Charlie Hayden) IV - CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. Action — (D. Carew, P. Perschbacher, K. Ohrenberger) VI -HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate H1 NE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft". Manufacture of the S-76C++ helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility wholly owned and controlled by Sikorsky and approved for such manufacture by FAA. soNcattvonossag SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262316 EFTA02728083 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 8 of 15 2. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. Action — Customer Service (K. Perry, T. Wollenberg, J. Hutchinson): V. WARRANTIES Warranties - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. 1. Engine Warranty- The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Arriel 2S2 Turboshaft Engine, that is attached hereto for reference. For the avoidance of doubt, the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. VI - HELICOPTER RELATED PROVISIONS 3. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of SDNY_GUMMOCMi88 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262317 EFTA02728084 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 05 REV DATE 08/ I 7/09 PAGE PWA NUMBER F008-S76-002 9 of 15 the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. • HelotracTM' - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one-year subscription to this service. VII - TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. soNy_Gwomesas SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002623 I EFTA02728085 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17107 05 08/17/09 F008-S76-002 PAGE 10 of 15 HELICOPTER CONFIGURATION EXHIBIT A The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45O pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk-around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440. Windshield Washer System, Heated Glass Windshields. and Engine Inlet Barrier Filter soNy_Guronaisse SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262319 EFTA02728086 PROGRAM WORK AU THORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12 17 07 05 08/17/09 F008-S76-002 PAGE 11 of 15 PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 3OO61-Cabin-ICS-DELETE PER AMEND 3 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 3OO93-Calain-Call-System—DELETE PER AMEND 3 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024-Satellite-Communisations -DELETE PER AMEND 3 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053-FMS—Un4ver-sal-UNS-1-F-wtGear-OLM4-Switsh-wked-te-the-Getlestive-DELETE PER AMEND 3 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmin 36105 JeppView for GMX-200 MFD 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TANSI Display, Dual -IVA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS high-perfer-manse-alitame-mountecl-seesandaefrasetistie-paskagel-tiltraleather-,ar-Ultrasuede interier-panel-upholsteryTEGS clustingr eeekpit/eabitvdivider-bulkhead-wilb-left-hancl-and right-istand-slicling-window ather-seat-upholsteryr gerteral-ealain-lightingr emergensy-cabin lighticier readirs3441416-(8)-and-air-autlets-Ar sabin-deer-thr-eshelthightingr membrane-switel4 panals-te-GARtfGl-ealaiwayste nter-ier-sabin-winelowsr desecative-plating-iweabinT illuminated-ordiriance-signsr emergencyfinformational-signager ernergensy-exit-signar cabin andcockpit-carpet-with spare, wood ve erit athcr/decorative metal detain integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, scat maintenanse-GGVarrar eabin4leer-r-614Rar-sr meldeellaaggage-sempactment4lear--lineF,Stain SDNY_GLMDTPOOS80 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262320 EFTA02728087 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 12 of 15 Guard Protection Nut Plates f• ttings-for-all-Opera Windows and-Removal-of-unused-tie down-fittingsDELETE PER AMEND 3 63043-Att-Facing-Benoh-3,4-Plase DELETE PER AMEND 3 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two DELETE PER AMEND 3 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet INTERIORS (Continued) 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090-Vertioal-Pylon-Aosess-PanelsCSN-76-207-DELETE PER AMEND 3 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055-Remove-L-14-Aocessary-OfiVe---CSN-76-205-DELETE PER AMEND 3 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision-LightRed—Bottom-DELETE PER AMEND 3 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing DELETE PER AMEND 3 8,5063-Logo-Lights DELETE PER AMEND 3 85074-Rinselight-System-DELETE PER AMEND 3 85072 Pulse Landing Lights DELETE PER AMEND 3 85073 Pulse Recognition-Lights DELETE PER AMEND 3 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit SDNY_GIAVOZIOCISS2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262321 EFTA02728088 PROGRAM WORK AUTHORIZATION RELEASE DATE 12/17/07 REV NO 05 REV DATE 08/17/09 PAGE PWA NUMBER F008-S76-002 13 of 15 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading-lights-from center-cabin-ceiling-to-above-outboard passenger system DELETE PER AMEND 3 90005-Eight-Bose-headset-jasks-for-usea-cabin4CS-in-the-eabin-(custom-locations) DELETE PER AMEND 3 90006 Satcom System to be installed without-the-cockpit-intercom capability (ret code 32024) DELETE PER AMEND 3 90007 GMX200 display to be installed on the right and the MFRD on the left 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bo DELETE PER AMEND 3 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise 9004-2-Boarding-steps-to-be-surfaced-with-eoarse-non-skid-DELETE PER AMEND 3 90013-Fwd facing bench seater-4-passenger, W/wide single fold-down-armrest-for-right-hand passenger. Armrest-shall-be-shortened from the standard-length-and-provide-storage inside-under-lid-for-IPODICell-phone-facks-treferenee-90021-&-90009)-and-holders-for customer furnished IPOD/Cell phone. DELETE PER AMEND 3 9001,5-Sheep skin-throw-carpet for cabin-flocarDELETE PER AMEND 3 90046-Headset-hangersiocated-at-colling-level-above-all-8-Gabin-seats-against-farwardiaft bulkheads DELETE PER AMEND 3 90017 Customer Cabin Interior Materials Customer-Furnished-Materials (Leather, Ciarpet, Sheepskin, Panel Covering) Custom Upholstery Work DELETE PER AMEND 3 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90024 Cell ph0-ne4nterfase-irtto-thetIGS-systern—Gonnestion-to-be-in-the-teld-down armrest-of-the-I30043-fwd-fasing-ben se4est-the-sell-phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight on Wheels-witch-to-disable-in-flight-use DELETE PER AMEND 3 ADD PER AMEND 3 35055 FMS, Universal UNS-1 Fw (WAAS FMS) with LPV Monitor (assumes 1st) 80082 Enhance Door Pins, Cockpit 85037 Anti-Collision LED Light, Red, Top somiGililVoLICRIS93 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)262322 EFTA02728089 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 14 of 15 85039 Anti-Collision LED Light, Red, Bottom 85040 LED Position Lights 90022 Customize calling reading lights. Reallocate one reading light from each group to the outboard area of the calling, to be centered on outboard passenger seats 90024 Relocate the reading switches to the overhead area, adjacent to the reading lights. Relocate the dome light switches on the same panel as the relocated outboard lights in the outboard position 90025 CG satellite phone system with NxtMail WiFi Server to support Blackberry email, includes cabin headset and cockpit dialer 90029 LED Landing Lights, left and right, with pulse capacity 90030 LED Recognition Lights, with pulse capacity 90031 Garmin GDL-69A XM weather receiver with XM radio receive capability. XM radio audio output will be connected to cabin headsets only (Ref. Option 90039) 90032 Four 110 Volt AC outlets in cabin powered by 1000 VA converter hooked to AC generator. Outlets to include flip covers 90033 Four 12 Volt DC automotive-type jacks in cabin, with covers 90034 Modify cabin interior door handle lighting per customer preference. Remove the standard strip of LED lights and replace with single, concealed light source to provide a uniform illumination of the handle area 90036 Cabin ICS system with 8 Bose headset jacks, with Call function. Headsets not connectable to satellite phone 90037 Connection of audio from the #1 VHF radio (CDM 1) to the cabin ICS circuit, with on/off switch in cockpit 90039 Cabin Entertainment System with:tainment System with: -3 Audio sources: IPod dock, auxiliary stereo audio input, and XM Radio from Garmin GDL-69A (with remote control) -Switch panels(qty 4) with Source Select and Call button -Audio plays over headsets only, not speakers 90040 Redesign Forward cabin bulkhead to extend lower than the bottom of the standard narrow windows 90042 Custom Cabin Interior 90044 Custom Cabin Headset Hooks (Quantity 8) 90045 Shoe-cleaning Mat on Boarding Steps LH/RH 90046 HEEDS Bottle Mounts on Cockpit side posts (similar to a/c 696 & 700) 90047 Umbrella Holders on Inside of Baggage Compartment Doors (similar to a/c 696) 90048 Custom Aft-Facing Bench Seat, Three to Four Place, with Shortened Single Center Fold-Down Padded Arm Rest 90049 Custom Forward-Facing Bench Seat, Three to Four Place with shortened Single Center Fold-Down Padded Arm Rest 90050 LED Logo Lights soNcatvozossa4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262323 EFTA02728090 PROGRAM WORK AUTHORIZATION RELEASE DATE REV NO REV DATE PWA NUMBER 12/17/07 05 08/17/09 F008-S76-002 PAGE 150f15 Strip List: Removal of the baseline Production Aircraft parts listed below (for each aircraft) shall be accomplished under Sikorsky Quality Assurance supervision. The parts will be stored in a bonded storeroom and returned to Sikorsky Aircraft upon direction. These parts must be removed upon receipt of the aircraft at Keystone and before induction into the Part 145 operation. Component removals (Strip List) shall be performed per Sikorsky Aircraft CODE Process Procedure QQQQQ Neale PR: 03-02-087 - P/N Baseline Owner Production Aircraft Part(s) Removal. SICHVIENCI-aTIJEt. OTV Stack LOC end Cost Total Value ate 200 I P neer ErNatr SWOT 1 1 ,0725 noR0 broster cow Low 3 609 00 1.00.00 Pe1•250-2-B5 HERO Orlorind Cordroller 1 x03.80 SOS.80 0107 etsneerd Oloinift 70001,61009.011 Eastern keener Petemste 39776-62167-011 Inc Montano Install ..... ... A.. /3A. Eat elan 2 75 30 19.9 72 33776-0260043I I Curtain ensue 337)052500041 SAC Curtain Any 1 250.00 26600 i87704.7074C11 Pr r, C) Colene Ingle./ 33»0.57574-02 /tree. Duct Pit I 390.00 300.00 337 70. 67 674.06 AcRO Coarse Panel Any I 7,7_0302 7133 02 WNeM. 70000-03701-011 ....sc sweat Inman 770-64732-104 = Sabot 16 1 A 57 00 1.026 00 00701- 0144.0 Amoy .....,,n a, os 04 1 .330 33a c3 99710.0792-109 001.0330r 22.62 or 9•• 4 l 100 (PRY) /tulle Tunings unite 022-0621-015 HERO NAv Control Head (CTL 32) 2 7 I 90 20 422-6320007 nr -R0 COMM Control Need fat 92 ) . i .. 20 022-0523.203 n61-.0 Transponder Control Head (CTL 02) As 00 2Z2-0822-007 ACRO n4- 1147) Per COME=0.2 I s '.' 1333 4 r, 123720 -344An2-114, Mn no 000 41 1102e Oval • XPNOR TOR 104 672-127000 nr- R0 /t13t0 19 9, 90 Transponder RT I I 0 733 60 9.733 no 622-5211-003 11_314-110 Tray 0.00 0.00 622-0000-002 HERO n4- 1,332 C. AO 02 Adopter i 1 n 700 706 no 31353-120135-001 < A.') n2 Adapter Tray 28 000 022-0523-203 5 ERO TI. 05POOCIor Control Hoed i 030.00 2.630 00 .40411 Vertical Care ON etienellv Genesee Imas7069.4 AR i I , l....‘luv conVess .015 25 006.26 "3005 W_RAvelasecentearonRteder • Primus 990_ 002143/-401 At RC. WI .6.4, o iltA 1 I r r 10 500 00 10.000 00 7007700109 „ ER° 3.33333.3.01 mug 1330030 InAINCOIOr 1 t 10.707.00 30120 140nOVVION Mule Viewer. Radar 01•0 1•Y (Erni " fou / tou- lut ,,,,, 0 3/03233333 33, 3030 Indicator 10 707 00 10 707 00 94061 C4 anstro11mO111s evalem 754.00.07040.010 rarrire Host Vent Install £3S4uT/3302.4 41010V "CR0 Rost. Klarr 0.00 0.00 129500 2 nr RO Duct Te. 1 38900 1.360 00 120032-1 rthle0 Sensor 7 670 00 7.070 00 A100037- I HERO Too Any 000 000 a Inocar-• .4 .0 T— a oa a oa 3214102-2 5 ERO Proctors Transducer 000 .00 000.00 33770-54210-041 e•l - n '', ..-• ,prenwor r 10 407 23 19.497 22 70306-07004-576 n6163 1.433.3 ASSY 0.00 0.00 70300-07009.0SO HERO Tonn 3 1 000 0.00 70307-030011-047 .3 -120 05 04 0.0 76307-03000-071 HERO Two 1 80 .20 06.20 70307-03000-072 ACRO 1, the. 00 56 49.08 76460-01043-011 ARRO panel Install 70950 01092 091 HERO Ra„,,,,,, 1.010.38 1.919.36 Innnn -n 330 3,-04 2 /31-3120 e14/ .1.,,333. 3 /33..,..„ 101 07 262.14 70333033 0/001 1033 HERO BA333A33 0 107 00 8.167.00 70500 070 05 105 nclOO 5. opprn..55r 7 014 00 7.914.00 76000-07000-010 nore0 Heat Vont Install 70300 07009 057 HERO Tub. /3333,A3 42.03 42.03 753011-07009-0nn ni - ITO 7..55 On5y 5 7 31 97.31 70307-03006.040 /tree. Two n,,,,/ 10 .69 ro.cia 19307-03000-002 70307-0300n-0.3 nERO ..4- 13tt, T..r... A.,,, 41.92 3 I 303.3 A33...y ;•cili, 76 07 76307-03000-06A HERO T0130 ,,y 03.40 09.40 7 13500-0705 9-1543 . 1-1,0 r... -i As..y 000 000 70500-07008-042 /tree. .3331343103 3, 333.332 U . 200.14 200.1 70500-07000-109 HERO 6555 018 9.01a00 70300- 31/000- 102 n4- 133C3 34-313313,333 noo Sg 900 00 76212-03009-044 HERO ,, u....._. ',soy 607.00 907.00 70212-03041-043 5o ,,,o .o. o . ,...“. 000 000 70212-01016-101 ,.... root i ...hnoost Duct 0.00 0.00 70212-03005-101 AERO c .. e,r, oorroo1Ouot 000 000 70213-03004-051 no 1>.. I As 'Y tintser La. 1 029.00 1 020 00 78212-09004-042 ,./...0 L ,..._ I ss,...y 0.00 000 D.,. A -.-.Y OR igstagtrin s......v g gg HERO ICS Install 327760050-04I ,...I- 1.0 '.,,..t. n I 1........, ...x. I II II I 000 0.00 88778-844128-011/-012 P. S I NA CA Deer Vents le TO en 4 3 --.A.- /PegeR . ..5015•014 Loo '4ns:A OuCt Yorro 5,55Y 0 .00 Lag. Iri irtarr.5 once yew .........." g 28 0.00 78207-01138-101 HERO P.n. , 4 r PAPO PAPO 1013-01 Art30 v....., R.-n..., ....,...., PAPO PAPO 1819-02 /in Vmnt 1303301 Any r Paso PAPO 92405 REPO 0.16 /55, 4 n 12006 493.90 64012 diesseenese Nee l-liante am 16.0007- 127 AERO Clnine33 IJIAlly 1,01114 2 II I 607.03 1.136.28 Tots. 120.009 SONYGlitypilOang SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262324 EFTA02728091 FEB-26-2008(TUE) 11, 10 P.001/006 Facsimile Cover Sheet NEW YORK STRATEGY GROUP LLC THE VILLARD HOUSE 457 MADISON AVENUE NEW YORK, NEW YORK 10022 PHONE: 212-750-1176 FAX: 212-750-0381 To: Ricky Reno Company: Phone: Fax: (484) 483-4831 From: Darren K. Indyke Date: February 26, 2006 Pages including this cover page: 6 Comments: SDNY_GLA/02300666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262325 EFTA02728092 FEB-26-2008(TUE) II: IS P.002/006 / 'St I / / / HELICOPTER Leudershipizeitutorcruft Service to February 04, 2008 Quote QSF06025 Air Chislane Inc. 1131 Pine Point Road Singer island, Ft 33404 Keystone Helicopter is very pleased to present the following quotation to Air Ghislane inc. for the Painting of Sikorsky S76C++ Painting of Aircraft 1. Sand, and prime and paint aircraft with paint in a three (3) color paint schane. This paint scheme consists of one color base and two (2) each color accent stripes. 2. Paint large "N" numbers using existing scheme. 3. Remove and Replace Door Seals. Labor and Materials to paint aircraft Price $65,550.00 Any major repairs such as large dents, cracks, fiberglass damage or replacement of any hardware will be at an additional cost and only after customer's approval. QSF06025 Page 1 of 5 SDN'CGLM3230latiMIS SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262326 EFTA02728093 FEB-26-2008(TUE) 11: 18 P.003/006 AIRCRAFT PAINT - STANDARD OPERATING PROCEDURE • Wash and degrease aircraft. • Remove Cowlings/antennas and reinstall after painting. • Remove main rotor blades and store. • Remove Chaff Tape and replace during detailing, if required. • Wrap windows, landing gear, access panels, engine and transmission. • Sand aircraft. • Repair any damage (after customer's approval)/ apply fill primer. • Remove doors. • Wrap door frames • Apply self-etching primer to airframe as required. • Apply fill primer to composite areas as required. • Mix paint to customer's selection. • Apply three coats of base paint to aircraft and two coats of clear. • Apply three coats of stripes and two coats of clear. • Apply registration "N" number and decals. • Cowlings and doors are installed onto aircraft for layout and removed for painting separately from airframe. • Hardware will be left unpainted. • Detail aircraft after removal from paint booth. QSF06025 Page 2 of 5 50MCGILM323011888 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262327 EFTA02728094 FEB-26-2008(TUE) II: 18 P.004/006 Notes: 1. Any delays to aircraft schedule; FAA / Manufactures / Customer in origin will not be the responsibility of Keystone Helicopter Corporation. 2. Offered or requested scheduling times can only be guaranteed with a signed quotation or letter of intent; accepted and confirmed by Keystone. 30 Days Lead Time required IS Working days to perform the above work. Scheduling to be mutually acceptable to Air Ghislanc and Keystone Helicopter Corporation. This quote expires in 30 days from dated received. Payment terms: 50% with Purchase Order and 50% upon delivery of Antral Keystone Helicopter Corp. (Seller) by Ricky Reno / Sales Manager Date Direct: 610-883.4474 Mobile: 717-669.3170 Fax: 4844834831 1 hereby authorize the above work to be done and the acquisition of the necessary parts for performing such work. It is expressly agreed that the terms and conditions on the attached sheet with this order shall form part of this contract between the parties hereto. My signature below indicates that I have read said terms and conditions and have agreed thereto. ByA Zees-4%04r- tve<cds. I a 116 (Off Company Name (Buyer) Authorized Agent or Official Title Date QSF06025 Page 3 of 5 SIDNY_GLM3230B1589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262328 EFTA02728095 FEB-26-2008( TUE) 1 1 : 18 P. 005/006 TERMS AND CONDMONS 1. Delivery, Title and Shipping•Tele to and risk of loos of as maturate and cervices sold by Keystone Helicopter Carpathian. (hereinafter called 'Settee) Shan pass to Buyer upon their delivery FOB al Sellers plats, to Buyer or an arm of Buyer. including a common caner. Wherever transponatren rates and cartes labdity ler damage depend upon the value el the shipment as decayed by shipper, Seder will declare such value as ifrell entitle Buyer to have materials shipped at the lowest pennissIble transportation rates urges, otherwise instructed in writing by Buyer. 2. Excusable Delays-Elsner acknowEdges that the materials and services governed by these terms and anditons are lobe manufactured a performed by or for Seller to fulfill this order and that the delivery end Perfamartra dates ere brad on the assanpam tat there will be no delay due to awes beyond reasonable control of Solo Sofa shed re; be charged with any liability for delay, on-aelnery. a nonpedonnanee when due to delays cd suppliers, acts of God or the public enemy. compliance In good faith with any applicable foreign a domestic governmental regulation a order whether or not it proves to be invalid, fires. hats, labor disputes, untimely severe weather or any other mama beyond the reasonable control of Seger. To the extent that such causes actually retard deliveries or performance on Inc port of Seger. the time for the performance shall be extended for as many days beyond the date therefore as is rewired to obtain removal d such causes. lbls provision shall not, however. relieve Salty from using es best efforts to amid a remove such causes and continue performance with reasonable dispatch whenever such causes are removed. S. Warranty-Saler warrants Its overheat and repair work to be free from defects due to its faulty workmanship. Faulty workmanship. as used hada. moans failure on the pan of Sutler to conform to acceptable industry practice as presenbed by applicable government reguiations, manufacturers specintatbre, and the herein agreement specifierstion Seller hereby gyre to Buyer, inner a as it is enrolled to give, the benefits under arty warranties which may odd In favor of Seller by manufacturers or other persons supplying the parts a materials uhteect In performing the herein agreement. The poriod of this warranty shall end either 0) awl !steered and twenty (120) days after delivery to Buyer or (ii) the completion of three tented My (350) hours of aircraft operation foaming delivery vdectrovor feet expires. Disassembly or the asoraft or unit to cared the dad a fault, removal a the defective or tautly equipment or part. and Installation of the corrected or new equipment a part, and reassembly of the aircraft or ail shall be at the Buyers expense. The obligation and Intiley of Seiler under this warranty is expressly limited le Mourning only its tabor oast oe nmemro or overhauling the eine-aft a unit, al its action, which it determines to be defective due to Its laity worlananshb. This wt-rarity shall apply only If each d he forevAng condtbons are sataread; (e) Buyer delivers ivntten mace of warranty claim arising during the warranty period to Seller before the capiraten of thirty (30) days regrowing the end of the warranty period, and (b) Buyer delivers the defective atreraft or unit to Sellers fealty at Buyers expanse within thirty (30) days after written notice awn. an (c) Seller determines that the aircraft a VW Res been operated m accordance with prose:lace governmental regulations and the morniadurets recormrareatices, and that the aircraft or writ has not been subjected to accident, abuse cc misuse. e. Limits of Ltabllity-Buyer agrees and hereby does release Seller from all liability for any a S loss or damage to Buyers property excepting loss a daMage eased by the sole negligence of Seller as described in paragraph 9 below. THE WARRANTY PROVIDED HEREIN. THE OBLIGATIONS AND UASILITIES OF SELLER HEREUNDER, AND THE RIGHT AND REMEDIES OF BUYER HEREUNDER ARE IN LIEU OF AND THE BUYER HEREBY WANES ALL OTHER WARRANTIES, GUARANTEES. OBLIGATIONS. LIABILITIES• OR REMEDIES. EXPRESSED CR IMPLIED ARISING BY LAW OR OTHERWISE (INCLUDING. WITHOUT UMITATION, ANY IMPLIED WARRANTY OR MEFtQlANTABIUTY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OBLIGATION OR LIABIUTY OF SELLER ARISING FROM TORT OR Willi RESPECT TO LOSS OF USE, REVENUE, OR PROFIT, OR CONSEQUENTIAL DAMAGE). AND SHALL NOT BE EXTENDF_D, ALTERED. VARIED OR MENDED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY SELLER AND BUYER. 5. PaymerrhUnless otherwise slated on the reverse Ada hereof, payment In full shal be made by Buyer concurroney with delivery, provided, however, that Seller may subeequently demand and receive portent of any additional charge(s) accruing hereunder d rot previously paid by buyer. Acceptance of the quotation constitutes authority for Seller to expend labor and purchase material reputed for the performance thereof. In the event Buyer cannot a does not ranch the aircraft to Sailer in acr.erderce with the agreement. Seller will brace and Buyer wet pay all inured cents together vat a icasonabe Prete hareem. 6. Additional Charges-The following additional charges are not reflected In the quoted prices on the weeny side hereof and snarl be paid by Buyer to Seger upon demand. f applicable. Buyer that pay to Seller upon demand, any and iat tams, other than a tax upon the income of Seger. required to be paid by Seller as a result of its performance hereunder, including without Imitation, any tax resulting from trio sae do:ivory. storage or transfer of goods, furnished hereunder. Sellers charges for repairing a adding to any Buyer • fume•hied parts. material or equipment bond not otherwise suitabte for its intended we. Additional cosh to Mich Seller may be subjected due to late receipt of Buyer￾furnished pats and materials which conhibute to work interference riot delays. Additional costs to which Seler may be subjected due to any deletions, additions a modifications made by the Buyer to those specitcabions remeng maenad:on of the we.* schedule or additional labor, pets. and material,. not described on the reverse side. (Fuel cre, insurance and light crows required for tight lusting the aircraft shall be tarnished by the Buyer). 7. CWeetons•In the event It becomes necessary for Senor to Initiate legal actions to coiled any earn hereafter owing under the agreement. Buyer shall pay al oasts, expenses and reasonable attorneys fees that Sot/or may incur incident to enact such colter/on. B. Changes-Seller reserves the eighth:. make, at any Ono, such changes in detain, construction, man:fitment. or equipment as Oa. In is judgment. Constitute an Improvement. If such change Is duo raw directly or indirectly to governmental prchiblicier, faatittons, priorga. or any of the materials or construction specified or contemplated Wein au net earthly procurable for their intended purpose, than Seler shall hove the right to substitute other material suitable for the work. QSF06025 Page 4 of 5 SDNY_GitM8DOCT8139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262329 EFTA02728096 FEB-26-2008(TUE) II:le P. 006/006 9. Buyer's Remedies.. .fat Except as irecated in subsection (el Wow. Setter shall be Bette to Buyer for less or destruction of or damage to property of Buyer in the pciasession of Soler craned by the greed neglgenco a Wilful misconduct of Seller, but such hatitty shall not, in any even, exceed an amount equrl to the value of the property so lop; destroyed or damaged at the time of its delivery to Seller hereunder and In the event of such damage which can be reationabh/ repaired. such liability shalt not exceed an amount total lo the cod of repot Sher Shall not except on account of Its solo negligence as aforesaid. be Item for any other direct a indeed damage to such progeny. (b) Notwithstanding the feregeing. Selld shad net be under any obilgatIon orKneen:A.1[y of any kind with respect to personal properly in the aircraft unless responsibility, £ any event limited as above provided. Is expressly assumed in writing by Seder alter receiving notice in owning from Buyer el the presence el such personal property In such aircraft (e) In the ovom Buyer requests Seller to ground tort and/or Right bast the Buyer. helicopter. Buyer egrets to defend. Incleinntly, and hold harmless Seller and Seller's directors, dhows. employees. service ropossonbrtivea, and agents from any rebate. darn of liability, expense, cause of actak loss or damage whalSeeVer, for any trier), Including death, to any parson or property whatsoever, inducting the Buyer's natwopter, from any cause whatsoever, including Seher's actual a Imputed no-yowlea or other tort arising out of a because of such would or &ant operations of Buyers helicopter. Buyer agrees to provide, at Seders request, evidence of apexopriate insurance coverages to protect Seller n accordance wilts this paragraph 10. Llert-Sotor shalt have a eon upon Buyers shoran or art for the cost of al work performed hereon*, and for the wet Nall parts furnished by Seger hem-under, Including. without lindation, reasonable sompentsatien for storage Incurred by Seller by reason of delay n delivery of Buyers aircraft for any period in excess of ono (1) woes during Mich delivery thereof is delayed by Buyers fault or respomulay. 11. bledlfleatIons-Mortrficarict* or exceptions to thls agreement mutt be by written agreement between Buyer and Soler. 12. Entire Agreement.7he terms end conditions of this order constitute the entire agreement between the pa** hereto and shall summede ell previous communications. representations or agreements. either oral or swarm between Oct parties hereto with moped to the Skied manor hereof. This egreemunt end the Perfarmarra thereof Shall be governed and construed is accordance with the lam of the Commonwealth of Pennsylvania without regard to Its choice of lawS proasions. QSF06025 Page 5 of 5 SDNY_GLIVOZR3G6500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262330 EFTA02728097 From: Sent: To: Cc: SIK; Sutter, Kurt SIK; Brown, Donald E SIK; Cappello, Elizabeth SIK; Cacace, Edward SIK: Ameljanczyk, Peter SIK; Dunlap, Reid C SIK; Furdeck, John V SIK; Kristy, David SIK; Wildman, Gerald SIK; Grosso, Robert J SIK; Finn, John Ind Engg SIK; Gerst, Kacy SIK; Corniello, Ben V. SIK; Martone, Cheryl T SIK Subject: RE: Delivery of 5-76 667 Jackson, John J SIK Wednesday, April 18, 2007 9:55 AM Doll, Ed G SIK; Chaudhary, Waheed A SIK; Chaffee, William E E SIK Bates, Kenneth C SIK; Rinaldi, Stephen A SIK; Fracassini, Donald C SIK; Plucienik, James SIK; Cadoret, Robert SIK: Valenti, Kathleen J Aircraft 667 will be delivered on 4124107 to the CAC Area. This A/C is shipping by Boat. This A/C will have the the landing gear installed. Please be prepared to unload the A/C when trucker arrives Tuesday Morning. Please make sure that a visual inspection is preformed for any damage (make sure driver is aware of any damage before signing off on the Bill of Lading). The trucker will wait and take the Shipping Equipment back with him. Thanks, John -----Original Message----- From: Jackson, John l Sent: Thursday, December 13, 2001 3:46 PM To: Doll, Ed G; Holacik, Karen M; Chaudhary, Waheed A; Cacace, Edward Cc: Gagllano, Joseph; Kelly, lames P Subject: RE: Delivery of S-76 521 The following steps will be put into effect to facilitate a timely delivery of the S-76 from JFK to Sikorsky. 1. The addressees on this memo will receive a shipment advise of ETA to JFK in order to plan for the unloading at SAC. 2. Traffic Department will work with Expeditors International for prompt clearance of freight through Customs. 3. Expeditors will notify HW Farren for material pick up. Farren will also deliver the accessories. (Note: The accessories are not always unloaded from the freighter at the same time as the airframe, however consigning all of the freight to HW Farren will provide for the quickest delivery). 4. Upon arrival at Sikorsky, the Farren driver will remove the packing lists from the airframe and deliver them to Receiving. soNY_GUDZICA3602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262331 EFTA02728098 (John Jackson will request Aero Vodochody to place one set of packing lists in the aircraft and a second set secured to the shrink wrap). 5. Receiving (Karen Holacik) will issue a receiver, and will contact Inspection if the material does not have a green source sticker. 6. Once the material is ready for release, Receiving will arrange delivery to the DMC of the accessories. 7. The aircraft transport driver will be on hand to move the trailer to a designated unloading area, where Manufacturing will install the landing gear and unload the airframe. (It is requested that personnel be available ASAP for the unloading in order to avoid detention of the trailer). Edward Doll Traffic, Import/Export Department Sikorsky Aircraft Corporation SDNY_GAMID/603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262332 EFTA02728099 Sikorsky Aircraft S-76 Approval Log Air Ghislaine Serial Number 760650 In order for Sikorsky to assure the custom layout and operation of various instruments and systems in your aircraft. we are providing you a log of the various drawings and system proposals required to accomplish this task. 1. SYSTEM/AUDIO SPECIFICATION SYS76-00121 Rev. D Approval: Date: 2. INTERIOR CONFIGURATION DOCUMENT SK337-00592 Rev. F, Nov. 5, 2009 Approval: Date: 3. INTERIOR MATERIAL BOARD BOARD # 965 A Approval: Signature on file Date: 5/30/2009 4. AIRCRAFT REGISTRATION AND ICAO CODE REG. # N722JE Approval: Per Larry Visoski email Date: 10/19/2009 ICAO Code, 24-Bit Binary Format: Approval: 5. EXTERIOR PAINT RENDERING RENDERING #1685 Rev. H Date: Approval: Approved as per customer's paint selections Date: 11/2/2009 sDNY_Gwozwya6e4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262333 EFTA02728100 6. PAINT SCHEME PRODUCTION DRAWING Rev. C Approval: Approved as per customer's paint selections Date: 11/2/2009 7. PAINT SAMPLES Exterior: Dupont P1251EP(400) Phantom Grey Effect N-Number: Dupont 783386EP(400) Nebula Approval: Per Larry Visoski email Date: 10/22/2009 8. UPHOSTERY STYLE Approval: Per Customer Supplied Photos Date: N/A 9. RECIPIENT OF AVIONICS DATABASE UPDATES Please provide the following information to enable the setup of database subscriptions Primary Recipient: Name: Larry Visoski Mailing Address: Air Ghislaine, Inc. 3800 Southern Blvd Suite #204 West Palm Beach, FL 33406 Email: LVJET • aol.com Additional Recipients of email Notifications: Email 1: none SDNY_GIAYNXR3695 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262334 EFTA02728101 AMENDMENT 1 TO S-76C++ NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement") between the parties. 1 Definitions /Information for this Amendment Buyer: Sikorsky Contracting Entity: Sikorsky Contract No: Amendment No.: Air Ghislane, Inc. Sikorsky Aircraft Corporation S76TD6167 1 2. Preamble to the Amendment — The parties desire to amend the Agreement for the following purposes: i. To modify the configuration of the Deluxe Executive Helicopter as set forth in this Amendment; and ii. To increase the price of, and adjust the Completion Services Interim Payment and Completion Services Final Payment applicable to, the Deluxe Executive Helicopter as a result of the configuration modifications. 3. Amendment — Amend the Agreement as follows: A. The below-identified provisions of Article I (DEFINITIONS/INFORMATION FOR THIS AGREEMENT) to the Agreement are amended as follows: Completion Services Unit Price Delete: US$ 2,300,000 Substitute: US$ 2,365,650 Deluxe Executive Helicopter Unit Price Delete: US$ 10,300,000 Substitute: US$ 10,365,650 Total Contract Price Delete: US$ 10,300,000 Substitute: US$ 10,365,650 Payments Completion Services Interim Payment Delete: US$ 920,000 3/26/2007 .4ntendment CWA DATE 313: 101 PROGRAM 5-7L. PROPOSAL NO. r.. ..1(0-r (Ain AUTHENTICATOR Citaua. elialf7C--. SUBJECT IC PRO ft C I IVE ORDER P000000P, /. 8. 9. CO, S, and 1/ EFTA02728102 AMENDMENT I TO S-76C++ NEW HELICOPTER SALES AGREEMENT Substitute: US$ 952,825 Completion Services Final Payment Delete: US$ 920,000 Substitute: US$ 952,825 B. Subsections (c) and (d) to Section 1 (Price/Payment Schedule) to Article III. (PRICE PAYMENT SCHEDULE) to the to the Agreement are hereby deleted in their entirety and the following new subsections (c) and (d) are substituted in lieu thereof: "c. Completion Services Interim Payment — In the amount of Nine Hundred Fifty Two Thousand Eight Hundred Twenty Five USD ($952,825) is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment In the amount of Nine Hundred Fifty Two Thousand Eight Hundred Twenty Five USD (S952,825) is due on the date of Buyer's acceptance of the Completion Services. If Buyer 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 Buyer of written notification that the Completion Services of the Deluxe Executive Helicopter are ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in Article VI.1, then, without impairing any of Sikorsky's rights under Article VI.2, buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach." C. Amend Exhibit A to the Agreement as follows: Add Code 36104 GMX-200 Multi Function Display, Garrnin 36105 Chartview for GMX-200 MFD .8-6-617. !Console Storage Bin-Small 90012 TBoarding steps to be surfaced with coarse non-skid .---- 1-rwdfiCT-ig bench seat, 3-4 passenger, W/ wide single fold down armrest for right hand- passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone jacks (reference 90013 90021& 90009) and holders for customer furnished 1POD/Cell phone. 90015 Sheep skin throw carpet for cabin floor 90.016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads Cbstom Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) 90017 Custom Upholstery Work 90019 Do not install the 63000 magazine storage in lower cabin doors 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. Cell phone interface into the cabin ICS system. Connection to be in the fold down armrest of the 90 0-.n •Vd—facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) 90021 positions. Tied to Weight-on-Wheels switch to disable in-flight use. Description 3/26/2007 Amendment I AUOM0194 SUM( I 10 PROTECIIVE ORDER PARAGRAPHS 1. 8. 9. 10. 1S. and 1/ EFTA02728103 Title: AMENDMENT I TO S-76C++ NEW HELICOPTER SALES AGREEMENT Delete 36102 Multi-Function/Moving Map Display,UPS at Apollo MX-20 36103 ChartView Option for the UPS at MX-20 63036 Fwd Pecing Divan - 3/4 Place w/Table and Armrests ICell Phone interface in cabin to allow cell phone to be plugged in and communication enabled through cabin Bose 90008 headsets (ref. Headset Companion Audio Interface # 4149A, Sporty's Pilot Shop) 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Chislane, Inc. B Name: v.cc Date: NACIrdi 2b ,2007 - 3/26/1007 Amendment I Sikorsky Aiycraf rporation: By. Name: H 1..c.XV)/ Au() Title: 51 pcovo,v, Acceptance Date: riArct, Z t Zool SUM( 1 10 PHUT ELI IVA ()HULK PARAGRAPHS /. S EFTA02728104 AMENDMENT 2 TO S-76C++ NEW HELICOPTER SALES AGREEMENT THIS AMENDMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below in respect of the S-76 New Helicopter Sales Agreement (the "Agreement") between the parties. 1. Definitions /Information for this Amendment Buyer: Air Ghislane, Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: S76TD6167 Amendment No.: 2 2. Preamble to the Amendment — The parties desire to amend the Agreement for the following purposes: i. To modify the configuration of the Helicopter as set forth in this Amendment. 3. Amendment — Amend Attachment A Part 2 of the Agreement as follows: Add .Code Description 90022 Move pilot seat aft slightly. 4. Reaffirmation: Except as modified above, all of the provisions of the Agreement remain the same, and the Agreement, as modified hereby, is reaffirmed. IN WITNESS WHEREOF, this Amendment has been executed by each party's authorized representative. Air Ghislane, Inc. By.: Narne: fav-vet, ‘ Title: \it (v._ Date: 9 - aCGD 9/5/2007 Amendment 2 Sikorsky Aircraft Corporation: By: Title: Acceptance Date: CWA DATE it/.143.crs PROGRAM 3"74r PROPOSAL NO. 3-74-rou Ki 1 AUTHENTICATOR (1144, e4co.,.......--.—..., erg/ --7/1/Z SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 1S. and 17 EFTA02728105 S-76C++ NEW HELICOPTER SALES AGREEMENT THIS S-76C++ NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below. I. DEFINITIONS / INFORMATION FOR THIS AGREEMENT Buyer: Air Ghislaine, Inc: Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: S76'TD6167 A. Deluxe Executive One Helicopter Quantity: B. Scheduled Presentation April 5, 2007, or earlier as may be practical at seller's Date Baseline Helicopter: option C. Scheduled Presentation Date Completion Services: D. Scheduled Delivery Date Completion Services: E. Baseline Helicopter Unit Price: F. Completion Services Unit Price: G. Deluxe Executive Helicopter Unit Price: H. Total Contract Price: I. Payments: 1. Deposit 2. Advance Payment 3. Baseline Helicopter Final Payment: 4. Completion Services Interim Payment:: September 30, 2007, or earlier as may be practical at seller's option October 3, 2007, or earlier as may be practical at seller's option US$ US$ US$ US$ 8,000,000 2,300,000 10,300,000 10,300,000 US $ $100,000 US$ 2,060,000 (20% of Total Contract Price inclusive of the $100,000 paid by Buyer prior to the date of this Agreement, receipt of which is hereby acknowledged by Sikorsky) US$6,400,000 (80% of the Baseline Helicopter Unit Price) US$920,000 (40% of the Helicopter Completion Services Unit Price) S-76C++ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Page I of 12 ANY CIARXO,4" EFTA02728106 S-76C++ NEW HELICOPTER SALES AGREEMENT 5. Completion Services Final Payment: US$920,000 (40% of the Helicopter Completion Services Unit Price) Buyer's Contact for Technical Issues: Buyer's Address for Invoices and Legal Notices: Designated Completion Center II. DESCRIPTION OF SALE Mr. Larry Visoski Jet Aviation 1514 Perimeter Rd. West Palm Beach, Fl. 33406 Darren K. Indyke The Villard House 457 Madison Avenue New York New York 10022 Fax:212 750-0381 Keystone Helicopter Corporation 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turbomeca 2S2 engines (known as the S-76C++) and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex 1 to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and S-76C++ Page 2 of 12 soul C10000380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728107 . S-76C++ NEW HELICOPTER SALES AGREEMENT payment of the Baseline Helicopter Final Payment pursuant to Section Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services. In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services - After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit S-76C++ Page 3 of 12 .._Gufgetwa SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728108 LD. S-76C++ NEW HELICOPTER SALES AGREEMENT C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article III. 1.d. below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. 7. Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("AAG"). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. 8. Termination - If on or before and no later than April 10, 2006, Buyer notifies Sikorsky in writing that Buyer has obtained advice from its tax counsel ("Tax Advice") that the transactions contemplated in this Article II will impose any Tax(es) (as such term is defined in Article VI.3 of this Agreement) on the Baseline Helicopter or the Deluxe Executive Helicopter, based on the delivery and acceptance of either at the Designated Facility (i.e, Connecticut), then Buyer may, at its option, terminate this Agreement. Any termination by Buyer shall be made solely on the basis of, and in good faith reliance on, the Tax Advice. In the event this Agreement is not terminated, this paragraph shall have no effect on Buyer's obligation in Article VI.3 of this Agreement. III. PRICE/PAYMENT SCHEDULE 1. Price/Payment Schedule - The Buyer shall pay to Sikorsky the Advance Payment and the Progress Payment set forth below by wire transfer to Sikorsky's Account No. 57-56685 ABA No. 071-000013 SWIFT:FNBCUS44 at BANKONE N.A., 1 Bank One Plaza, Chicago, IL 60670. a. Advance Payment — in the amount of Two Million Sixty Thousand USD (US$2,060,000) inclusive of the One Hundred Thousand USD (US$100,000) previously paid by Buyer to Sikorsky prior to the date of this Agreement, with the balance of such payment in the amount of One Million Nine Hundred Sixty Thousand USD (US$ 1,960,000) being due on the date Buyer signs this Agreement, receipt of which is hereby acknowledged by Sikorsky. This Agreement shall not become effective until such payment is received by Sikorsky. b. Baseline Helicopter Final Payment — in the amount Six Million Four Thousand USD (US$6,400,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter at the Designated Facility. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in ArticleVl.1, then, without impairing any of Sikorsky's rights S-76C++ Page 4 of 12 ANY C&I,01:038.3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 07.1 I0262.1.12 EFTA02728109 S-76C++ NEW HELICOPTER SALES AGREEMENT under Article VI.2, Buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach. c. Completion Services Interim Payment — in the amount of Nine Hundred Twenty Thousand USD (US$920,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment — in the amount of Nine Hundred Twenty Thousand USD (US$920,000) per Helicopter is due on the date of Buyer's acceptance of the Completion Services. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in ArticleVl.1, then, without impairing any of Sikorsky's rights under Article VI.2, Buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach. IV. CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. S-76C++ Page 5 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728110 . S-76C++ NEW HELICOPTER SALES AGREEMENT 3. Suitability of Configuration - The Buyer 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 Deluxe Executive 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. In the event that Sikorsky cannot achieve approval after reasonable effort, both parties shall be released from any further obligations of this Agreement. V. WARRANTIES - Sikorsky's warranties and Buyer's remedies are set forth in Exhibit B Deluxe Executive Helicopter Warranty. VI. STANDARD TERMS AND CONDITIONS 1. Excusable Delays - Buyer acknowledges that the goods called for hereunder are to be manufactured for Buyer to fulfill this Agreement and that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God 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 retard 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 reasonably required to obtain removal of 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. 2. Inability Or Refusal To Pay - If Buyer is unable or refuses-to make payment to Sikorsky in accordance with any of its obligations to Sikorsky, Sikorsky may, at its option, terminate this Agreement by giving to Buyer written notice of its intention to terminate. Upon such termination, Sikorsky shall be relieved of any further obligations to Buyer and Buyer shall reimburse Sikorsky for its reasonable termination costs and expenses for labor and material and a reasonable allowance for profit. All sums paid to Sikorsky from whatever sources may be retained by Sikorsky and applied toward any amount owed to Sikorsky. In addition, Sikorsky shall have the right to reduce and set-off against any amounts payable by Sikorsky to Buyer or against Buyer's property in Sikorsky's possession any indebtedness or other claim which Sikorsky may have against Buyer. The excess, if any, of such sums over the total termination amount shall be returned to the Buyer by Sikorsky. 3. Taxes - In addition to the Total Contract Price, the Buyer shall be responsible for payment of any and all taxes, tariffs, customs or duties (including but not limited to any sales and use tax, gross receipts tax, license, or fee, but not including Sikorsky's income S-76C++ Page 6 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EPTA_IXCALICI EFTA02728111 S-76C++ NEW HELICOPTER SALES AGREEMENT taxes) ("Taxes"), which may be imposed by any taxing authority arising from this Agreement. If Sikorsky is held responsible by any taxing authority for collection or payment, either on its own behalf or that of the Buyer, Buyer shall pay all such Taxes to Sikorsky upon receipt by Buyer from Sikorsky of its bill therefor. If any of the items covered under this Agreement are exempt or excluded from taxation, Buyer shall provide pertinent exemption and related certificates to Sikorsky at least thirty (30) days prior to the Scheduled Presentation Date of the Helicopter and/or Completion Services. Buyer's obligations under this Paragraph 3 shall survive delivery hereunder. 4. Limitation Of Liability - With respect to any Helicopter/Deluxe Executive Helicopter, part or service purchased under this Agreement and alleged to be the direct or indirect cause of any loss or damage to the Buyer, the sum equal to the invoiced price of such Helicopter/Deluxe Executive Helicopter, part or service shall be the ceiling limit on Sikorsky's or any of its affiliate's liability whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (i) this Agreement or the performance or breach thereof, or (ii) the design, manufacture, delivery, sale, repair, replacement, or any use of such Helicopter/Deluxe Executive Helicopter, or (iii) the furnishing of any such service. In no event shall Sikorsky or any of its affiliates have any liability for any incidental or consequential damages. 5. Assignment/Construction/Merger - This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, but it may not be voluntarily assigned, wholly or in part, by either party hereto without the prior written consent of the other party; provided however that either party shall have the right to assign this Agreement to its controlled subsidiary or affiliate who shall remain primarily liable for the obligations of the assigning party. This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of New York, United States of America. The parties further agree to submit to the jurisdiction of both the state and federal courts of New York. The terms and conditions contained in this Agreement constitute the entire agreement between the parties hereto and shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same will be binding upon either party hereto unless in writing, signed by a duly authorized officer or representative thereof. 6. Notices - All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices shall be given by hand delivery, registered mail or facsimile transmission and, if to the Buyer, shall be addressed as indicated in Article 1; and if to Sikorsky, shall be addressed to Sikorsky Aircraft Corporation, 6900 Main Street, P. O. Box 9729, Stratford, Connecticut 06615-9129, U.S.A., Attention: Vice President - General Counsel (203) 386-6646. The effective date of each such notice shall be the date it is received. S-76C++ Page 7 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728112 LD. S-76C++ NEW HELICOPTER SALES AGREEMENT 7. Non Disclosure-With exception for the existence of this Agreement, the parties hereby agree that neither party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party other than each party's officers, directors, employees, agents or professional advisors with a need to know the same, except as may be required in the performance of this Agreement. VII. HELICOPTER RELATED PROVISIONS 1. Type Design and Production Approval - The Federal Aviation Administration ("FAA") has granted Sikorsky Type Certificate H1NE for the S-76C++. The Helicopter is manufactured in accordance with the U. S. Department of Transportation, FAA Regulation Part 21. 2. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall furnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 Interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. 3. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphVll.5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company S-76C++ Page 8 of 12 ANY C41,01703116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728113 Ci S-76C++ NEW HELICOPTER SALES AGREEMENT shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. 4. Buyer's Changes to Configuration and Additional Equipment - In the event that Buyer desires to change the Helicopter/Deluxe Executive Helicopter configuration and/or obtain additional equipment for the Helicopter/Deluxe Executive Helicopter, the parties must agree to a mutually acceptable amendment to this Agreement reflecting such technical changes and setting forth any changes in the price and/or delivery schedule. For this purpose, the Buyer hereby appoints the Buyer'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. 5. Unqualified Equipment - [If applicable] The following Buyer-specific equipment has not yet been approved for installation on the Deluxe Executive Helicopter by the appropriate regulatory authority: Nomenclature None System Supplier 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 Deluxe Executive Helicopter, the Deluxe Executive Helicopter will be delivered with space and power provisions, as applicable, with the equipment furnished on delivery as loose equipment. The Buyer will be offered the alternative of having Sikorsky perform necessary tests, without guaranty of results, for an additional price. 6. HelotracTM - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII. TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("IFR") transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter S-76C++ Page 9 of 12 .._Guarotwie SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 UlAjovq.s.7 EFTA02728114 S-76C++ NEW HELICOPTER SALES AGREEMENT instrument rating, or equivalent. All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration. Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA or by an equivalent airworthiness authority) airframe mechanic with one (1) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3)Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. 4. Scheduling - Within thirty days of Buyer's execution of the Agreement, the Buyer shall provide Sikorsky written notice as to whether the Buyer's personnel or designees are going to attend the S-76 pilot training and/or maintenance/electrical training courses. Sikorsky will, if practical, schedule the ground school portion of the pilot training course and the maintenance/electrical training course so that completion will be accomplished immediately prior to the delivery of the Deluxe Executive Helicopter to Buyer. If the Buyer elects to have three (3)pilots attend the S-76 pilot training course, both pilots must, unless Sikorsky agrees otherwise, attend the course concurrently. Sikorsky shall notify the Buyer as to the location of the training courses. In any event the training services in Paragraphs (1), (2) and (3) above must be scheduled and completed within twelve (12) months of the Helicopter delivery to which such services are allocable, in default of which Buyer shall no longer be entitled to such services. The training services provided in accordance with Paragraphs (1), (2) and (3) above will be conducted in the English language. The Buyer is responsible for all travel and expenses associated with their personnel attending such training sessions. The Buyer shall provide all documentation, and personal information on the pilots to be trained, and cooperation for pilot training as requested by Sikorsky to assure compliance with U. S. A. laws and applicable policies and regulations in force at the time of training. 5. Hold Harmless and Indemnification - In consideration of Sikorsky making training services available to the Buyer hereunder, the Buyer, as the Deluxe Executive Helicopter owner whose employees or designees will be the recipient of such training services, shall secure and protect itself and shall indemnify Sikorsky, FlightSafety International, Inc., their affiliates and their respective directors, officers, employees, service representatives, S-76C++ Page 10 of 12 SOW CM\ 0 07,8. 9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 rein ~nevrw EFTA02728115 r. S-76C++ NEW HELICOPTER SALES AGREEMENT and agents, from any liability, claim of liability, expense, cause of action, loss or damage whatsoever, whether arising in tort or otherwise, for any injury, including death, to any person or property whatsoever (including the Buyer's Deluxe Executive Helicopter(s)), arising out of or in conjunction with the performance of such training services. 6. Insurance Requirements - Toward effectuating the security, protection and indemnification of Paragraph 5 above, and in addition to Buyer's obligations under such Paragraph 5, Buyer agrees to carry as a minimum on each Deluxe Executive Helicopter purchased under this Agreement the following insurance prior to the commencement of the flight training services provided hereunder: a. Aircraft Public Liability, Bodily Injury and Property Damage and Passenger Legal Liability Insurance, including Contractual Liability Insurance to cover the liabilities herein assumed by Buyer, with a limit of not less than $50,000,000.00 for a single occurrence. b. Aircraft Hull All Risk Loss or Damage Insurance covering the Deluxe Executive Helicopter in the amount of the Deluxe Executive Helicopter Unit Price. All of the insurance policies shall be issued by companies satisfactory to Sikorsky, shall be in form and substance reasonably satisfactory to Sikorsky, shall name Sikorsky, FlightSafety International, Inc. and their respective affiliates as additional insureds, shall contain a provision prohibiting cancellation except upon at least ten (10) days prior written notice to Sikorsky and FlightSafety International, Inc., shall contain a complete waiver of subrogation by the insurer against Sikorsky, FlightSafety International, Inc., and their respective affiliates, and shall be primary and non-contributory with respect to any insurance carried by Sikorsky and/or FlightSafety International, Inc. Buyer shall furnish to Sikorsky either certified copies of such policies or certificates evidencing such insurance and waiver. Such copies or certificates shall be presented to Sikorsky thirty (30) days prior to the scheduled commencement of the flight training. 7. Further Understandings - Sikorsky assumes no liability for any expense of the Buyer, including those of Buyer's personnel, directly or indirectly connected with the furnishing of training services provided for herein or for any expenses for the operation or maintenance of the Buyer's Deluxe Executive Helicopter(s). The parties expressly understand and agree that the responsibility of Sikorsky in the furnishing of the training services described above is limited to the furnishing of such and shall not extend to the results thereof. The parties further understand and agree that, in the event Buyer elects not to take all or any portion of the training services provided for herein, no refund or other financial adjustment of the Total Contract Price will be made. S-76C++ Page 11 of 12 .._Guonzoong SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 2.%19 EFTA02728116 S-76C++ NEW HELICOPTER SALES AGREEMENT IN WITNESS WHEREOF, this Agreement has been executed by each party's authorized representative. Air Ghislaine, Inc.: Name: 1 -v-. ill ..1.__ LA c, f k l e__ l Title: c .e.,_ 11 'I ( e'. C. ' C.(") —l_ —C-- ,----, Date: Y\ lef tt- C L -- t 3_ -)c)c.--, Exhibit A Helicopter Configuration Exhibit B Warranty Exhibit C Acceptance Documents Sikorsky Aircraft Corporation By: Name: jAkt-C. 3, (op., Bus././Ess OPF,e. - /fhem_f* Acceptance Date: 1-11 4 ze 31( 1-006 S-76C++ Page 12 of 12 50,11r_41.1\0_1)735211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728117 Air Ghislaine DELUXE EXECUTIVE AIRCRAFT ATTACHMENT A HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to he delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dynamic System - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An Integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Proline II: Dual Collins VHF 22A Comms and VIR 32 Nays, single ADF 462 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 55B Radio Altimeter with Expanded Scale ALI 55A Indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Altitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrical: 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static Inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk￾around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Backup/Safety Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed Indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine Inlet Barrier Filter S76TD6167 Page 1 of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EVIA.,O262151 EFTA02728118 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TDR 94D 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCell ST 3100 34053 Nav/LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS - Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36102 Multi-Function/Moving Map Display, Garmin AT MX-20 36103 Chart View Option for the Garmin AT MX-20 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 66B 37025 TCAS I TA/VSI Display, Dual -IVA 81A PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench — 3/4 Place 63036 Fwd Facing Divan — 3/4 Place w/Fold Down Center Table and fold down Arm Rests 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight S76TD6I67 Page 2 of 6 SONY CI, 'MAU) SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728119 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A INTERIORS (Continued) 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet 76017 Cabin Door Vents, Remove 77034 Single Action Door Release AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1 K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 85036 Anti-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85063 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86052 Bifilar 5P 86054 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Pitot Heat" On 87002 Annunciator - "W/S Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be installed without the cockpit intercom capability (ref. code 32024) 90007 MX20 display to be installed on the right and the MFRD on the left 90008 Cell Phone interface in cabin to allow cell phone to be plugged in and communication enabled through cabin Bose headsets (ref. Headset Companion Audio Interface # 4149A, Sporty's Pilot Shop) S76TD6167 Page 3 of 6 SONY CLr.ti n,711 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 FYIN_INC6115) EFTA02728120 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via iPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod device. S76T1)6167 Page 4 of 6 ..s*Vizoons SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EVIA I0262.114 EFTA02728121 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A ANNEX 1 CODE Option Name P/N NOMENCLATURE QTY 0102 Standard Aircraft 250-2 AC/3A Exit Sign 2 33776-52598-041 Curtain Assy 1 33776-57574-042 Duct Assy. 1 33776-57574-045 Ceiling Panel Assy 1 33776-64732-104 Ballast 18 76500-00701-041 Plate Assy 1 33776-64732-103 Retainer 3 Door Seals 4 11002 (RTU) Radio Tuning Units 622-6521-015 NAV Control Head (CTL 32) 2 622-6520-007 COMM Control Head (CTL 92) 2 622-6523-203 Transponder Control Head (CTL 92) 1 622-6522-007 ADF Conrtol Head 1 33776-44352-045 Mounting Plates 3 11028 Dual Mode S XPNDR -TDR 94 622-1270-001 TDR-90 Transponder RT 1 622-5211-003 TDR-90 Tray 1 622-6590-002 CAD 62 Adapter 1 653-9015-001 CAD 62 Adapter Tray 1 622-6523-203 Transponder Control Head I 34081 Vertical Card for Standby Compass MS17983-4 Standby Compass 1 36044 Lighting Strike Sensor - LSZ 860 w/LU860 7007700-104 Weather Radar Indicator 1 36120 Honeywell Multi Function Radar Display (MFRD) 7007700-104 Weather Radar Indicator 1 84051 C4 Environmental System SS49TA824-4D16V Restrictor 1 129580-2 Duct Tee 1 129632-1 Sensor 1 3166037-1 Tee Assy 1 3166037-4 Tee 1 3214102-2 Pressure Transducer 1 33776-54210-041 Suppressor 1 S76TD6167 Page 5 of 6 ..sWianne SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 2.‘31 EFTA02728122 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A CODE Option Name P/N NOMENCLATURE QTY 1 76306-07004-578 Tube Assy 76306-07004-080 Tube 3 76307-03006-047 Tube 1 76307-03006-071 Tube 1 76307-03006-072 Tube 1 76450-01042-041 Panel Assy 1 76500-07075-042 Adapter Assy 2 76500-07901-103 Blower 1 76500-07905-103 Suppressor 1 76306-07004-057 Tube Assy 1 76306-07004-068 Tube Assy 1 76307-03006-049 Tube Assy 1 76307-03006-082 Tube Assy 1 76307-03006-083 Tube Assy 1 76307-03006-084 Tube Assy 1 76500-07054-043 Duct Assy 1 76500-07068-042 Adapter Assy 1 76500-07900-104 Valve 1 76500-07068-102 Adapter 1 76212-03004-044 Heat Duct Assy 1 76212-03004-043 Heat Plenum 1 76212-01016-101 Cockpit Defrost Duct 1 76212-03005-101 Cockpit Defrost Duct 1 76212-03004-051 Duct Assy. Upper UH 1 76212-03004-042 Duct Assy 1 76212-03004-041 Duct Assy 1 76500-07512-042 Assy 1 33776-64058-041 Switch Box Assy, LH 1 1482-03 LH NACA Duct Valve Assy 1 1482-04 RH NACA Duct Valve Assy 1 76207-01136-101 Panel 4 1613-01 Vent Panel Assy I 1613-02 Vent Panel Assy 1 82405 Diffuser 4 85012 Gooseneck Map Lights (EX) 15-0007-127 Grimes Utility Lights 2 S76TD6167 Page 6 of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EATAJM6115.5 EFTA02728123 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B 1. WARRANTY Sikorsky warrants to Buyer that each new helicopter sold by it, the parts and accessories installed thereon (except for the engines and engine accessories that are covered by the engine manufacturer's separate warranty, as well as Buyer supplied equipment), and new spare parts shall be free from defects in material and workmanship under normal use and service for the periods outlined below. Normal Use and Service shall mean the operation and maintenance of the Helicopter, sub-assemblies, and parts in accordance with Supplier's Flight, Maintenance, or Overhaul Manuals and Operating Instructions. 2. DURATION CATEGORY PERIOD OF COVERAGE New Aircraft 3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first New Spare Parts & GSE (if applicable) 1 year from date of shipment from Sikorsky 3. SIKORSKY OBLIGATIONS A. REPAIR/REPLACEMENT Sikorsky shall be obligated under this warranty to the repair or replacement of the defective item with a new, overhauled or serviceable replacement item during the applicable term of the warranty. The decision to repair or replace the defective item is solely at the discretion of Sikorsky exercised with reasonable care. Replacement parts that are life limited shall have hourly, calendar or cycle lives remaining equal or greater than the hourly, calendar or cycle lives remaining of the parts being replaced (whichever is applicable, and if more than one is applicable, whichever is greater), unless otherwise agreed by the parties. If Helicopter Support, Inc (HSI) does not have a part whose life is equal to or less than the one removed, HSI shall contact Buyer and it would be the Buyer's option whether to accept an exchange or to arrange for a loaner while Buyer's is being repaired. S76TD6167 Page 1 of 5 SOM ciA0j)75728 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728124 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B B. LABOR Sikorsky will cover Labor associated with the direct repair of a warranted item. Labor associated with troubleshooting, gaining access to, the removing and reinstalling a warranted item, or testing of the repaired or replaced item is not covered under this warranty. 4. BUYER'S OBLIGATIONS A. The Buyer must notify Sikorsky in writing of any defect occurring within the warranty period, within sixty (60) days after its discovery. Such notification will be accomplished by completing a Sikorsky RSA (Return to Sikorsky Aircraft, SA Form 7859 and submitting it either via telefax or email. B. If Sikorsky elects to replace or exchange rather than repair and return the warranted item the Buyer must return the defective part reasonably requested to Sikorsky or its designated repair facility within 30 days (domestic) or 60 days (international) of receipt of a replacement/ exchange item, if so requested by Sikorsky. Any defective item that is replaced or exchanged by Sikorsky shall automatically become the property of Sikorsky. C. If requested by Sikorsky, the Buyer must furnish Sikorsky with copies of pertinent Deluxe Executive Helicopter operational and maintenance records. Such records may include any and all those prepared during the entire warranty period immediately preceding the discovery as well as records of any incident, accident, or unusual event encountered by the Deluxe Executive Helicopter at any time prior to the discovery of the defect. 5. TRANSPORTATION Transportation charges relating to approved warranty claims for the return of defective goods to Sikorsky, their reshipment to Buyer, and the risk of loss thereof, up to and including the average cost of Federal Express P1 or equivalent, will be borne by Sikorsky if returned in accordance with written shipping instructions from Sikorsky. Transportation charges do not include taxes, duties, loans, lease charges, exchange fees, warehousing charges, handling charges, or administrative charges when charged by a party other than Sikorsky or a Sikorsky subcontractor. Any premium transportation costs shall be borne by the Buyer. 6. WARRANTY ON REPLACEMENT PARTS Parts repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) on a valid warranty claim are warranted for the remainder of the original warranty S76TD6167 Page 2 of 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728125 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B period associated with the discrepant part removed unless the warranted part is provided with less than thirty days of the expiration of the original warranty period, in that instance the parts repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) shall have a warranty that extends for ninety days beyond the original warranty expiration date. 7. EXCLUSIONS This warranty does not apply and Sikorsky shall be relieved of its obligations and liability with respect to any claim under the Warranty if such claim results from any of the following: A. Deluxe Executive Helicopters which are not maintained, operated or repaired in accordance with the governing or applicable provisions of Sikorsky's, its subcontractors, the FAA or DOT, as applicable, Approved Flight Manual, Maintenance Manual and Service Bulletins, and as each thereof may he amended from time to time by Sikorsky, and/or B. Deluxe Executive Helicopters which undergo structural modifications, repairs, and/or engine retrofits without the express written approval and technical guidance of Sikorsky, and which are determined to be the cause or a contributing cause of the defect, and/or C. Deluxe Executive Helicopters or parts which have been subject to abuse, misuse, negligence, combat damage, incident or accident, and/or D. Deluxe Executive Helicopters or parts which have been subject to direct foreign object damage, ingestion of foreign material, or any corrosive or erosive agent, and/or E. Standard consumable and expendable items such as, but not limited to, seals, filters, gaskets, tires, hoses, bulbs, switches, batteries, bearings, brake pads and general hardware, and/or F. Normal wear and tear, including normal wear and tear to exterior paint and interior items such as, but not limited to, seats, sidewall and headliner coverings, woodwork, plating and other soft trim appearance items, and/or G. Parts and accessories whose manufacturer's identification tag has been removed or obliterated or cannot otherwise be identified as having been installed on the helicopter at delivery, and/or H. Failures that result from external contamination such as contaminated fuel, oil, hydraulic fluids and the like, and/or S76TD6167 Page 3 of 5 '..-G440:4063.9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 LIVTA_IM61.159 EFTA02728126 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B I. Costs identified as commercial losses, or profits due to loss of use of the aircraft, and/or J. Damage to the Deluxe Executive Helicopter or other property without limitation, incidental, and consequential damages. 8. DISCLAIMER A. TITLE Sikorsky warrants to Buyer that it will convey good title to the Helicopter and parts sold hereunder. Sikorsky's liability and Buyer's remedy under this warranty are limited to the removal of any title defect or at the election of Sikorsky to the replacement of the Deluxe Executive Helicopter or parts thereof which are defective in title; provided, however, that the right and remedies of the parties with respect to patent infringement shall be limited to the provisions of Paragraph 8B below. B. PATENT INFRINGEMENT Sikorsky shall conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Buyer or any subsequent purchaser or user of any Deluxe Executive Helicopter or part delivered hereunder directly infringes any United States patent, but only on the conditions that (A) Sikorsky receives prompt written notice of such suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Buyer and defendant for such defense; (B) said Deluxe Executive Helicopter or part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the Deluxe Executive Helicopter(s) is recommended in writing by Sikorsky; and (C) the suit, or action is brought against Buyer or one expressly indemnified by Buyer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said suit, or action or shall pay all damages, and, if the use or resale of such Deluxe Executive Helicopter or part is finally enjoined, Sikorsky shall, at Sikorsky's option: (i) procure for defendant the right to use or resell the Deluxe Executive Helicopter or part, (ii) replace them with an equivalent non-infringing Helicopter or part, (iii) modify them so they become non-infringing but equivalent, or (iv) remove them and refund the purchase price (less a reasonable allowance for use, damage, and obsolescence). If a suit, or action is based on a design or specification furnished by Buyer, or on the performance of a process not recommended in writing by Sikorsky, or on the S76TD6167 Page 4 of 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EPTAJW62,101 EFTA02728127 S-76 NEW HELICOPTER SALES AGREEMENT --41& EXHIBIT B use or sale of the Deluxe Executive Helicopter or parts delivered hereunder in combination with other helicopter parts not delivered to Buyer by Sikorsky, Buyer shall indemnify and save Sikorsky harmless therefrom. C. EXCLUSIVE WARRANTIES & REMEDIES THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS AFFILIATE'S NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SIKORSKY OR SUCH AFFILIATES. 9. GENERAL A. This warranty may not be assigned or otherwise transferred to any other party without the advance, written consent of Sikorsky, such consent shall not to be unreasonably withheld. B. Warranties covering the engines and engine accessories installed on the Deluxe Executive Helicopter are made separately to the Buyer by the engine manufacturer. All warranty claims pertaining to those items must be made directly to the manufacturer in question, provided that Sikorsky, as a matter of accommodation, will process the claim on behalf of the Buyer to the appropriate manufacturer if so requested. S76TD6167 Page 5 of 5 1/361 C(110O73632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728128 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C ACCEPTANCE DOCUMENTS Helicopter Inspection and Acceptance Certificate Pursuant to the S-76 New Helicopter Sales Agreement Number , dated between Sikorsky Aircraft Corporation and • Inspection - hereby acknowledges that he has thoroughly inspected the helicopter described below and has found it to be acceptable and in accordance with the requirements of the above referenced Agreement; and Acceptance — hereby accepts delivery and title of the helicopter described below in on the day of at m. hours local time. Aircraft Description — Sikorsky S-76C with Turbomeca Arriel 2S2 Engines (commonly referred to as S-76C++ Serial Number Registration Number Engine Numbers IN WITNESS WHEREOF, has caused this Certificate to be executed this day of Customer Name Signature: Name: Title: S76TD6167 Page 1 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728129 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS: THAT SIKORSKY AIRCRAFT CORPORATION ("Sikorsky"), is the lawful owner of the full legal and beneficial title to the following tangible personal property: that certain Sikorsky S-76C++ helicopter, manufacturer's serial number 760 and United States registration number , together with two (2) two Turbomeca Arriel 2S2 engines bearing manufacturer's serial numbers and , as more fully described in Exhibit A to that certain S76C++ New Helicopter Sales Agreement (number ) by and between Buyer (as defined below) and Sikorsky dated as of the day of , 200_ as amended and assigned to (the "Helicopter").; and all documents and records relating or required to be maintained with respect to the Helicopter, including, without limitation, all flight manuals, maintenance manuals, engine log books, airframe log book, weight and balance data, flight records, maintenance records, airframe and aircraft component warranties, engines warranties, avionics warranties, and any and all other records related to the Helicopter (the "Helicopter Documents"). THAT, for good and valuable consideration of the sum of One and 00/100 dollars ($1.00), receipt and adequacy of which is hereby acknowledged. Sikorsky does as of the date provided below, grant, convey, transfer, deliver and set over all right, title and interest in and to the Helicopter and the Helicopter Documents unto ("Buyer"), and unto Buyer's successors and assigns forever. THAT, Sikorsky hereby represents that there is hereby conveyed to Buyer on the date hereof, all legal, beneficial, record, good, equitable, exclusive, and marketable title to the Helicopter and the Helicopter Documents free and clear of any and all mortgages, liens, claims, encumbrances and rights of others, and Sikorsky will warrant and defend such title forever against all claims and demands whatsoever. IN WITNESS WHEREOF, Sikorsky has caused this instrument to be executed and delivered by its duly authorized signatory as of this day of 200_. SIKORSKY AIRCRAFT CORPORATION Signature: Print: Title: S76TD6167 Page 2 of 3 C1,14,07361. SU B1 E CT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 tr. EFTA02728130 S-76 NEW HELICOPTER SALES AGREEMENT LEg) EXHIBIT C Certificate of Acceptance of the Completion Services Pursuant to the S-76 New Helicopter Sales Agreement Number , dated between Sikorsky Aircraft Corporation and •1 Inspection - hereby acknowledges that he has thoroughly inspected the helicopter described below and has found it to be acceptable and in accordance with the requirements of the above referenced Agreement; and Acceptance — hereby accepts delivery of the helicopter described below on the day of 2007 at m. hours local time. Aircraft Description — Sikorsky S-76C with Turbomeca Arriel 2S2 Engines (Commonly known as S-76 C++) Serial Number Registration Number Engine Numbers IN WITNESS WHEREOF, . has caused this Certificate to be executed this day of 2007. Customer Name Signature: Name: Title: S76TD6167 Page 3 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728131 12/14/2007 15:19 S-76C++ NEW HELICOPTER SALES AG MA DATE 14A Oo -I PROGR AM S 1 to PROPOSAL NO. 61:D to I 1,1141- ALI*Di EVDCATOR 91i 4 e,Q, i-f. 1 41P1 THIS S-76C-H- NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, is made by and between the Sikorsky Contracting Entity ("Sikorsky") named below and the Buyer named below. 1. DEFINITIONS /INFORMATIONFOR MIS AGREEMENT Buyer: Air Ohislainis7 Inc. Sikorsky Contracting Entity: Sikorsky Aircraft Corporation Sikorsky Contract No: A. Deluxe Executive Helicopter Quantity: B. Scheduled Presentation Dale Baseline Helicopter: C Scheduled Presentation Date Completion Services: D. Scheduled Delivery Date Completion Services: E. Baseline Helicopter Unit Price: F. Completion Services Unit Price: G. Deluxe Executive Helicopter Unit Price: H. Total Contract Price: I. Payments: 2. Advance Payment 3. Baseline Helicopter Final Payment: 4. Completion Services Interim Payment:: 5. Completion Services Final Payment S76TD6167A One December 2008, or earlier as may be practical at seller's option July 2009, or earlier as may be practical at seller's option July 2009, or earlier as may be practical at seller's option US$ 8,600,000 US$ 3,050,000 US$ 11,650,000 US$ 11,650,000 US$ 2,330,000 (20% of Total Contract) US$6,880,000 (80% of the Baseline Helicopter Unit Price) US$1,220,000 (40% of the Helicopter Completion Services Unit Price) US$1,220,000 (40% of the Helicopter Completion Services Unit Price) S-76C-1-'r Page 1 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728132 12/14/2007 15:19 PAGE 02 II. S-76C-H- NEW HELICOPTER SALES AGREEMENT Buyer's Contact for Technical Issues: Mr. Larry Visoski Jet Aviation 3800 Southern Boulevard Suite 204. West Palm Beach, Fl. 33406 Buyer's Address for Invokes and Legal Notices: Designated Completion Center DESCRIPTION OF SALE Darren K. Indyke The Villard House 457 Madison Avenue New York New York 10022 Fax:212 750-0381 Keystone Helicopter Corporation 1. Sale - Sikorsky shall sell and deliver to the Buyer, and the Buyer shall purchase from Sikorsky, the Quantity of one new Sikorsky Model S-76C Helicopters with new Turborneca 2S2 engines (known as the S-76C-F0 and equipped with the items of additional equipment specified in Exhibit A, Part 1 (the "Helicopter"). In addition, Sikorsky shall sell and perform the Completion Services for Buyer and Buyer 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 Deluxe Executive Helicopter"). Notwithstanding anything to the contrary contained herein, during the performance of the Completion Services, the configuration items specified in Annex I to Exhibit A shall be removed from the Helicopter and retained as property of Sikorsky. These configuration items shall be either deleted or replaced by the customized options chosen by Buyer in Exhibit A, Part 2 as part of the Completion Services. 2. Presentation of Helicopter for Acceptance - The Helicopter shall be presented for acceptance at the Sikorsky designated facility in Connecticut (the "Designated Facility") on the Scheduled Presentation Dates. Upon Buyer's request for a demonstration flight of the Helicopter, Sikorsky shall conduct a demonstration flight at the Designated Facility during such presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to purchase the Helicopter is conditioned upon and subject to Buyer being satisfied that the Helicopter is in airworthy condition with all flight critical systems functional and in proper working order, and has been manufactured in accordance with the specifications of this Agreement and that the Helicopter has no damage, corrosion or other defects. 3. Acceptance and Title Transfer - After presentation of the Helicopter, Buyer shall evidence its acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance. Upon Buyer's execution of the Certificate of Helicopter Acceptance, and payment of the Baseline Helicopter Final Payment pursuant to Section 11I.1.b., Sikorsky shall transfer title to Buyer at the Designated Facility. Following title transfer, Sikorsky shall provide to Buyer a FAA Certificate of Airworthiness, a Bill of Sale and a Warranty S-76C4-+ Page 2 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728133 12/14/2007 15:19 PAGE 03 S-76C-H- NEW HELICOPTER SALES AGREEMENT Bill of Sale (Exhibit C). Sikorsky shall retain custody of the Helicopter for the purpose of the performance of the Completion Services. As part of the Completion Services, Sikorsky will transport the Helicopter, at Sikorsky's expense, from Connecticut, to Sikorsky's designated completion center (the "Completion Center") via ferry flight. Upon its arrival at the Completion Center, the Helicopter shall be inducted into the facility in order to allow the performance of the Completion Services. 4. No Prospective Registration of Interest - Prior to the transfer of title as provided in this Agreement, Buyer, 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 Buyer. Registration of any interest under the Cape Town Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and Buyer shall immediately upon request of Sikorsky and at Buyer's expense, take all required action to remove any such interest or other encumbrance on the Helicopter in connection therewith. 5. Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer of title through Buyer's acceptance of the Completion Services• In the event that the Helicopter is damaged or the functionality is in any way compromised during the conduct of the Completion Services, Sikorsky shall be required, as a part of the Completion Services, to repair such damage or restore such functionality to as good condition as new. Buyer agrees that any insurance proceeds for such repair shall be paid directly to Sikorsky. In the event the Helicopter is lost or destroyed or damaged beyond economic repair at any time prior to Buyer's acceptance, Buyer shall have the right to either (i) purchase the next available S-76 C++ Helicopter in Sikorsky's production sequence (the "Replacement Helicopter") on the same terms and conditions as set forth in this Agreement, (however Sikorsky reserves the right to make changes in the Exhibit A configuration and Helicopter Unit Price of the Replacement Helicopter required due to obsolescence, FAA requirements, or as a result of changes in the manufacture of the Helicopter), or (ii) terminate this Agreement. Buyer shall notify Sikorsky of its decision within fifteen (15) days of receipt by Buyer of written notice from. Sikorsky of the loss or destruction of or damage beyond economic repair to the Helicopter, which notice shall include the projected delivery date of the Replacement Helicopter. 5. Presentation of Completion Services for Acceptance — Upon the completion of the Completion Services, the Deluxe Executive Helicopter shall be presented for technical acceptance of the work performed at the Completion Center on the Scheduled S-76C44 Paw 3 cyfl2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 18. and 17 EFTA02728134 12/14/2007 15:19 PAGE 04 S-76C++ NEW HELICOPTER SALES AGREEMENT Presentation Date Completion Services. Upon Buyer's request for an inspection and demonstration flight of the Deluxe Executive Helicopter, Sikorsky shall conduct a demonstration flight of the Deluxe Executive Helicopter, at the Completion Center during such inspection and presentation, which flight shall be approximately one (1) hour in duration or longer as may reasonably be necessary. Buyer's obligation to accept the Deluxe Executive Helicopter is conditioned upon and subject to Buyer being satisfied that the Completion Services have been satisfactorily completed and that the Helicopter as previously accepted by Buyer, is in airworthy condition with all systems functional and in proper working order and with no damage incurred. 6. Acceptance of Completion Services — After the completion of the inspection, the Deluxe Executive Helicopter shall be presented to Buyer for final acceptance of the Completion Services at the Designated Facility. Buyer shall evidence its acceptance of the Completion Services by executing a Certificate of Acceptance of the Completion Services (Exhibit C). Thereafter, upon the receipt of the Completion Services Final Payment pursuant to Article III. 1.d. below, Sikorsky shall provide to Buyer a FAA return to service certification and the Deluxe Executive Helicopter shall then be at Buyer's risk. 7. Charter Time —As an added benefit of an S-76C++ Deluxe Executive Helicopter acquisition, Sikorsky shall provide to Buyer twenty (20) hours of S-76 charter time in the metropolitan New York area through Sikorsky's subsidiary, Associated Aircraft Group ("AAG"). The benefit of these services may be used by Buyer upon reasonable request, subject to AAG's standard terms and conditions of service, and will remain on account with AAG for two years after execution of this Agreement. PR10E/PAYMENT ,SCHKDULE 1. Price/Payment Schedule - The Buyer shall pay to Sikorsky the Advance Payment and the progress payments set forth below by wire transfer to Sikorsky, Account No. 57-56685; Routing No. 021000021; SWIFT Code: CHASUS33 at JP Morgan Chase, New York, NY 10004. a. Advance Payment — in the amount of Two lvti 'lion Three Hundred Thirty Thousand USD (US$2,330,000) being due on the date Buyer signs this Agreement, receipt of which is hereby acknowledged by Sikorsky. This Agreement shall not become effective until such payment is received by Sikorsky. b. Baseline Helicopter Final Payment — in the amount Six Million Eight Hundred Eighty Thousand USD (US$6,880,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter at the Designated Facility. If Buyer does not make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is S -76C4+ Page 4 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728135 12/14/2007 15:19 PAGE 05 -4IS! S-76C++ NEW HELICOPTER SALES AGREEMENT attributable to causes that would be an Excusable Delay as defined in ArticleVl.l, then, without impairing any of Sikorsky's rights under Article VI.2, Buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach. c. Completion Services Interim Payment — in the amount of One Million Two Hundred Twenty Thousand USD (US$1,220,000) per Helicopter is due on the date of Buyer's acceptance of the Helicopter. d. Completion Services Final Payment — in the amount of One Million Two Hundred Twenty Thousand USD (US$1,220,000) per Helicopter is due O13 the date of Buyer's acceptance of the Completion Services. If Buyer does riot make itself available for presentation and acceptance of the Helicopter, the Baseline Helicopter Final Payment shall be due within ten (10) days following receipt by Buyer of written notification that the Helicopter is ready for presentation and acceptance. If Buyer's failure to make itself available is attributable to causes that would be an Excusable Delay as defined in ArticleVI.1, then, without impairing any of Sikorsky's rights under Article VT.2, Buyer shall be afforded such time as may be reasonably required to remove such causes. If Buyer's failure to make itself available is attributable to a material breach on the part of. Sikorsky, Sikorsky shall be afforded such time as may be reasonably required to cure such breach. IV. CONFIGURATION FINALIZATION 1. Finalization Dates - The parties acknowledge that the Helicopter/Deluxe Executive Helicopter configuration set forth in Exhibit A is not yet finalized and therefore agree to finalize the following portions of the configuration by not later than one hundred fifty (150) days from the Acceptance Date of this Agreement: Aircraft System Specification Interior General Arrangement Audio Proposal Interior Rendering Board Aircraft Registration Number Exterior Paint Rendering Paint Scheme Other 2. Amendment - For this purpose, the Buyer's Contact for Technical Issues shall have complete authority on behalf of the Buyer to discuss configuration issues and amend this Agreement accordingly, with associated technical, price and/or delivery changes. If the above dates are not met, Sikorsky may delay the Scheduled Presentation Date(s) and/or S-76C-44- Pagc 5 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 18. and 17 EFTA02728136 12/14/2007 15:19 PAGE 06 S-76C++ NEW HELICOPTERSALES AGREEMENT increase the Total Contract Price due to Sikorsky's additional costs associated with such delay and/or terminate this Agreement. 3. Suitability of Configuration - The Buyer 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 Deluxe Executive 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. In the event that Sikorsky cannot achieve approval after reasonable effort, both parties shall be released from any further obligations of this Agreement V. WARRAN77ES — Sikorsky's warranties and Buyer's remedies arc set forth in Exhibit B Deluxe Executive Helicopter Warranty. VI. 1. Engine Warranty — The engine manufacturer warranties and Buyer's remedies are set forth in Exhibit C. As a matter accommodation to Buyer Sikorsky shall obtain from the engine manufacturer, Turbomeca, a warranty extension of one year beyond the standard two years, for a total duration of three years or 1,000 flight hours as defined in paragraph 1.1 of Exhibit C, Turbomeca Axriel 2S2 Turboshaft Engine, that is attached hereto for reference. For the avoidance of doubt„ the engine remains warranted by the engine manufacturer and all other terms and conditions of the engine manufacturer warranty shall remain unchanged. STANDARD TERMS AND CONDITIONS 1. Excusable Delays - Buyer acknowledges that the goods called for hereunder are to be manufactured for Buyer to fulfill this Agreement and that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God 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 retard 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 reasonably required to obtain removal of 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. 2. Inability Or Refusal To Pay - If Buyer is unable or refuses-to make payment to Sikorsky in accordance with any of its obligations to Sikorsky, Sikorsky may, at its option, terminate this Agreement by giving to Buyer written notice of its intention to terminate. Upon such termination, Sikorsky shall be relieved of any further obligations to Buyer and S-76C-f-t￾Page 6 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728137 12/14/2007 15:19 PAGE 07 S-76C++ NEW HELICOPTER SALES AGREEMENT Buyer shall reimburse Sikorsky for its reasonable termination costs and expenses for labor and material and a reasonable allowance for profit. All sums paid to Sikorsky from whatever sources may be retained by Sikorsky and applied toward any amount owed to Sikorsky. In addition, Sikorsky shall have the right to reduce and set-off against any amounts payable by Sikorsky to Buyer or against Buyer's property in Sikorsky's possession ally indebtedness or other claim which Sikorsky may have against Buyer. The excess, if any, of such stuns over the total termination amount shall be returned to the Buyer by Sikorsky. 3. Taxes - In addition to the Total Contract Price, the Buyer shall be responsible for payment of any and all taxes, tariffs, customs or duties (including but not limited to any sales and use tax, gross receipts tax, license, or fee, but not including Sikorsky's income taxes) ("Taxes"), which may be imposed by any taxing authority arising from this Agreement. If Sikorsky is held responsible by any taxing authority for collection or payment, either on its own behalf or that of the Buyer, Buyer shall pay all such Taxes to Sikorsky upon receipt by Buyer from Sikorsky of its bill therefor. If any of the items covered under this Agreement are exempt or excluded from taxation, Buyer shall provide pertinent exemption and related certificates to Sikorsky at least thirty (30) days prior to the Scheduled Presentation Date of the Helicopter and/or Completion Services_ Buyer's obligations under this Paragraph 3 shall survive delivery hereunder. 4_ Limitation Of Liability - With respect to any Helicopter/Deluxe Executive Helicopter, part or service purchased under this Agreement and alleged to be the direct or indirect cause of any loss or damage to the Buyer, the sum equal to the invoiced price of such Helicopter/Deluxe Executive Helicopter, part or service shall be the ceiling limit on Sikorsky's or any of its affiliate's liability whether founded in contract or tort (including negligence, strict tort liability or breach of warranty), arising out of or resulting from (1) this Agreement or the performance or breach thereof, or (ii) the design, manufacture, delivery, sale, repair, replacement, or any use of such Helicopter/Deluxe Executive Helicopter, or (iii) the furnishing of any such service. In no event shall Sikorsky or any of its affiliates have any liability for any incidental or consequential damages. 5. Assignment/Construction/Merger - This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, but it may not be voluntarily assigned, wholly or in part, by either party hereto without the prior written consent of the other party; provided however that either party shall have the right to assign this Agreement to its controlled subsidiary or affiliate who shall remain primarily liable for the obligations of the assigning patty. This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of New York, United States of America. The parties further agree to submit to the jurisdiction of both the state and federal courts of New York. The terms and conditions contained in this Agreement constitute the entire agreement between the parties hereto and shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or S-76C++ himp7oN2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728138 12/14/2007 15:19 19735971174 PAGE 08 S-76C++ NEW HELICOPTER SALES AGREEMENT extending the same will be binding upon either party hereto unless in writing, signed by a duly authorized officer or Lepiesentative thereof. 6. Notices - All notices or communications of any kind under and with respect to this Agreement shall be in the English language. All legal notices shall be given by hand delivery, registered mail or facsimile transmission and, if to the Buyer, shall be addressed as indicated in Article 1; and if to Sikorsky, shall be addressed to Sikorsky Aircraft Corporation, 6900 Main Street, P. O. Box 9729, Stratford, Connecticut 06615-9129, U.S.A., Attention: Vice President - General Counsel (203) 386-6646. The effective date of each such notice shall be the date it is received. 7. Non Disclosure-With exception for the existence of this Agreement, the parties hereby agree that neither party shall disclose to any third party the contents of this Agreement without the prior written approval of the other party other than each party's officers, directors, employees, agents or professional advisors with a need to know the same, except as may be required in the performance of this Agreement. VII. HELICOPTER RELATED PROVISIONS 1_ Type Design and Production Approval - The S-76 helicopter and all of its variants has been granted Type Certification by the U.S. Federal Aviation Administration ("FAA") under Federal Aviation Regulation ("FAR") Title 14 CFR Part 21. The certification basis of the S-76 as defined by Type Certificate HINE, is FAR Title 14 CFR Part 29, "Airworthiness Standards: Transport Category Rotorcraft". Manufacture of the S-76C-H￾helicopter is approved under Sikorsky's Production Certificate PC-105 granted in accordance with FAR Title 14 CFR Part 21. Sikorsky as Type Certificate Holder, in the course and conduct of its business may at its sole discretion, seek FAA approval for the manufacture of the Helicopter under Sikorsky's Type Certificate at any facility approved for such manufacture by FAA. 2. Publications - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall firnish or offer to the Buyer certain publications under this paragraph for use by the Buyer and its contractors in operating and supporting the Deluxe Executive Helicopter. Sikorsky shall provide the Buyer with two paper copies of the Pilot's Flight Operating Manual and one copy each of the Sikorsky Maintenance Manual, Illustrated Parts Catalog, Wiring Manual, Engine Operating and Maintenance Manual and Engine Illustrated Parts Breakdown, and all revisions to each Sikorsky manual for three (3) years after delivery of each Deluxe Executive Helicopter at no additional cost to the Buyer. In addition, the Buyer may elect to receive S-76 interactive Electronic Technical Manuals (IETMs) contained on one (1) CD-ROM computer disk and/or via Internet access from a Sikorsky-provided web site for accessing the information contained in the S-76 Maintenance Manual, Illustrated Parts Catalog and Airworthiness Limitations and Inspection Requirements Manuals (Chapters 4 and 5). The IETMs shall be subject to Sikorsky's standard IETM software license agreement terms. The Buyer also shall receive all revisions to the Sikorsky IETMs for three (3) years after delivery of the Deluxe S-76C4-s- Amm8a12 SUBJECT TO PROTECTIVE ORDEk PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728139 12/14/2007 15:19 PAGE 09 S-76C++ NEW HELICOPTER SALES AGREEMENT Executive Helicopter at no additional cost to the Buyer. In addition, Sikorsky shall provide one copy of the operational and maintenance manuals of options, system schematics for the Deluxe Executive Helicopter normally available from Sikorsky and aviation subcontractors. 3. Special Flight Tests - Flight test work required for prototyping of any components or system detailed in ParagraphV1L5 below, functional checkout, or qualification of any additional equipment contracted may be performed by Sikorsky on the Helicopter and the Deluxe Executive Helicopter prior to title transfer thereto or final delivery thereof, respectively, to the Buyer. The delivery of the Helicopter or the Deluxe Executive 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 Deluxe Executive 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 Deluxe Executive Helicopter but shall rather be relieved of all obligations with respect to the delivery of such Helicopter or Deluxe Executive Helicopter so destroyed, except that Sikorsky or the insurance company shall promptly refund to Buyer all amounts theretofore paid by Buyer with respect to the purchase price thereof. 4. Buyer's Changes to Configuration and Additional Equipment - In the event that Buyer desires to change the Helicopter/Deluxe Executive Helicopter configuration and/or obtain additional equipment for the Helicopter/Deluxe Executive Helicopter, the parties must agree to a mutually acceptable amendment to this Agreement reflecting such technical changes and setting forth any changes in the price and/or delivery schedule. For this purpose, the Buyer hereby appoints the Buyer's Contact for Technical Issues as set forth in Article 1, 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. 5. Unqualified Equipment — [If applicable] The following Buyer-specific equipment has not yet been approved for installation on the Deluxe Executive Helicopter by the appropriate regulatory authority: Nomenclature None System Supplier In order to support the Scheduled Presentation Date Completion Sta vices, the equipment supplier must provide substantiating data and/or analysis to Sikorsky in a timely manner to accomplish the qualification approval. Tf the supplier is not capable or willing to provide this substantiation in a timely manner to support delivery of the Deluxe Executive Helicopter, the Deluxe Executive Helicopter will be delivered with space and power provisions, as applicable, with the equipment furnished on delivery as loose S-76C-f-t Page 9 'If 12 SUBJECT TO PROTECTIVE ORDEk PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728140 12/14/2007 15:19 PAGE 10 S-76C-i-i- NEW HELICOPTER SALES AGREEMENT equipment. The Buyer will be offered the alternative of having Sikorsky perform necessary tests, without guaranty of results, for an additional price. 6. Ifelotracm - With each Helicopter sold and delivered hereunder, Sikorsky shall make available to Buyer a one year subscription to this service. VIII. TRAINING PROVISIONS 1. Initial Pilot Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer pilots an S-76 initial pilot training course approximately ten (10) days in duration, consisting of a Visual Flight Rules ("VFR") transition segment and, as required, an Instrument Flight Rules ("1FR') transition segment. Each of the segments is programmed to provide emphasis on helicopter familiarization, classroom instruction on systems operation and instruction in both the S-76 Simulator and the S-76 Cockpit Trainer. In addition, each Buyer pilot will receive two and one half (2.5) hours of flight with an instructor pilot. Each Buyer pilot must have a current U.S. commercial helicopter certificate or equivalent, and for the IFR segment, each Buyer pilot must have a current commercial certificate helicopter instrument rating, or equivalent All flight training shall be conducted on the Deluxe Executive Helicopter to be delivered hereunder, following acceptance by the Buyer and transfer of title to the Buyer. 2. Initial Maintenance or Electrical Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder, Sikorsky shall make available to three (3) Buyer mechanics an initial S-76 maintenance training course approximately fifteen (15) days in duration or, at Buyer's option, an S-76 electrical training course approximately ten (10) days in duration_ Either course includes inspection and maintenance troubleshooting and use of a maintenance trainer. Each mechanic must have background experience in one or more of the following categories: certified (by the FAA, or by an equivalent airworthiness authority) airframe mechanic with one (I) year practical experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a commercial or military helicopter; or three (3) years general experience as a commercial or military aircraft mechanic. 3. Engine Training Services - With each Deluxe Executive Helicopter sold and delivered hereunder., Sikorsky shall make available to three (3) Buyer mechanics, an engine maintenance course at the engine manufacturer's facility. This course is approximately five (5) days in duration. 4. Scheduling - Within thirty days of Buyer's execution of the Agreement, the Buyer shall provide Sikorsky written notice as to whether the Buyer's personnel or designees are going to attend the S-76 pilot training and/or maintenance/electrical training courses. S-76C-1,1. Page 100'12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728141 12/14/2007 15:19 PAGE 11 S-76C++ NEW HELICOPTER SALES AGREEMENT Sikorsky will, if practical, schedule the ground school portion of the pilot training course and the maintenance/electrical training course so that completion will be accomplished immediately prior to the delivery of the Deluxe Executive Helicopter to Buyer. If the Buyer elects to have three (3) pilots attend the S-76 pilot training course, both pilots must, unless Sikorsky agrees otherwise, attend the course concurrently. Sikorsky shall notify the Buyer as to the location of the training courses. In any event the training services in Paragraphs (1), (2) and (3) above must be scheduled and completed within twelve (12) months of the Helicopter delivery to which such services are allocable, in default of which Buyer shall no longer be entitled to such services. The training services provided in accordance with Paragraphs (1), (2) and (3) above will be conducted in the English language. The Buyer is responsible for all travel and expenses associated with their personnel attending such training sessions. The Buyer shall provide all documentation, and personal information on the pilots to be trained, and cooperation for pilot training as requested by Sikorsky to assure compliance with U. S. A. laws and applicable policies and regulations in force at the time of training. 5. Hold Harmless and Indemngication - In consideration of Sikorsky making training services available to the Buyer hereunder, the Buyer, as the Deluxe Executive Helicopter owner whose employees or designees will be the recipient of such training services, shall secure and protect itself and shall indemnify Sikorsky, FlightSafety International, Inc., their affiliates and their respective directors, officers, employees, service iciaesentativcs, and agents, from any liability, claim of liability, expense, cause of action, loss or damage whatsoever, whether arising in tort or otherwise, for any injury, including death, to any person or property whatsoever (including the Buyer's Deluxe Executive Helicopter(s)), arising out of or in conjunction with the performance of such training services. 6. Insurance Requirements - Toward effectuating the security, protection and indemnification of Paragraph 5 above, and in addition to Buyer's obligations under such Paragraph 5, Buyer agrees to carry as a minimum on each Deluxe Executive Helicopter purchased under this Agreement the following insurance prior to the commencement of the flight training services provided hereunder. a. Aircraft Public Liability, Bodily Injury and Property Damage and Passenger Legal Liability Insurance, including Contractual Liability Insurance to cover the liabilities herein assumed by Buyer, with a limit of not less than $50,000,000.00 for a single occurrence_ b. Aircraft Hull All Risk Loss or Damage Insurance covering the Deluxe Executive Helicopter in the amount of the Deluxe Executive Helicopter Unit Price. All of the insurance policies shall be issued by companies satisfactory to Sikorsky, shall be in form and substance reasonably satisfactory to Sikorsky, shall name Sikorsky, FlightSafety International, Inc. and their respective affiliates as additional insureds, shall contain a provision prohibiting cancellation except upon at least ten (10) days prior written notice to Sikorsky and FlightSafety International, Inc., shall contain a complete S-76C Page I 1 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728142 12/14/2807 15:19 PAGE 12 S-76C++ NEW HELICOPTER SALES AGREEMENT waiver of subrogation by the insurer against Sikorsky, FlightSafety International, Inc., and their respective affiliates, and shall be primary and non-contributory with respect to any insurance carried by Sikorsky and/or FlightSafety International, Inc. Buyer shall furnish to Sikorsky either certified copies of such policies or certificates evidencing such insurance and waiver. Such copies or certificates shall be presented to Sikorsky thirty (30) days prior to the scheduled commencement of the flight training. 7. Further Understandings - Sikorsky assumes no liability for any expense of the Buyer, including those of Buyer's personnel, directly or indirectly connected with the furnishing of training services provided for herein or for any expenses for the operation or maintenance of the Buyer's Deluxe Executive Helicopter(s), The parties expressly understand and agree that the responsibility of Sikorsky in the furnishing of the training services described above is limited to the furnishing of such and shall not extend to the results thereof. The parties further understand and agree that, in the event Buyer elects not to take all or any portion of the training services provided for herein, no refund or other financial adjustment of the Total Contract Price will be made. IN WITNESS WHEREOF, this authorized representative. Air Ghislaine, Inc.: y3yDamt,J, Narne: eirr)() Title; \If •C..5, 4 &Loa Date: \ cq-0-7 Exhibit A Exhibit B Exhibit C Helicopter Configuration Warranty Acceptance Documents Agreement has been executed by each party's Sikorsky Aircraft Corporation By Narne: Vl 064 CO nckn-t￾Title: ManAtt4e- CZo Acceptance Date: 2,( [11 01 Page 12 of 12 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728143 12/14/2007 15:19 PAGE 13 Air Ghislaine DELUXE EXECUTIVE AIRCRAFT ATTACHMENT A HELICOPTER CONFIGURATION The following items of standard and optional equipment as described below, which have been selected by the Buyer, shall be installed on the Helicopter to be delivered under the Agreement. Part 1: BASELINE AIRCRAFT Features of the S-76C++ Aircraft Code 0102: Dvnamic_$ystern - Two Turbomeca Arriel 2S2 engines, and a four blade articulated main rotor system with dual controls. Cockpit — An integrated Instrument Display System (IIDS), with an easy to upgrade avionics package. There is a Bleed Air Heating Defogging system and dual windshield wipers. The Pilot and Copilot seats come with a five point Restraint system. Cabin — A large cabin that can be configured for four different missions and a 38 cubic foot baggage compartment Other — Retractable landing gear, and 281 gallons of usable fuel Baseline Avionics Package Includes: Collins Praline II: Dual Collins VHF 22A Comms and ViR 32 Nays, single ADF 482 ADF, TDR 90 Transponder, DME 42 DME with IND 42A Indicator, ALT 1000 Radio Altimeter with Expanded Scale ALI 55A indicator. Honeywell EFIS/DAFCS: 4-Tube Honeywell EDZ 756 EFIS with 5" x 6" Indicators Displaying Airspeed, Attitude and Vertical Speed, Dual Litef AHRS, Dual Penny and Giles Air Data Computers, Dual Honeywell Digital SPZ 7600 Automatic Flight Control System, Altitude Alert. Electrica : 28 Volt Electrical System with two 200 Amp Starter/Generators, 10 KVA AC Generator, Dual Static inverters, Avionics and EFIS Master Switches. Audio: Dual dB Systems Audio control panels with ICS and VOX plus three maintenance Jacks, one in the cabin and two in the baggage compartment. This also includes dual 45° pedestal mounted ICS foot switches, three David Clark Headsets, one six-foot walk￾around cord and two 30-foot walk-around cords, Cabin PA/Chime System, and a Passenger Briefing System - PBS 250 Elackup/SafetY Systems: Enhanced Ground Proximity Warning System, Universal 120 CVR, 3" Backup Airspeed indicator and Altimeter, ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT 406-NHM w/ Satellite Frequency, Electric Door Locks — Cabin, Cabin/Cockpit and FD DCPL Chime/Annunciator Weather Related Systems: Wx Avoidance Radar - Primus 440, Windshield Washer System, Heated Glass Windshields, and Engine inlet Barrier Filter 576TD6167A Page I of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728144 12/14/2007 15:19 PAGE 14 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A PART 2 DELUXE EXECUTIVE COMPLETION SERVICES ADDITIONAL AVIONICS ITEMS 07025 Delete PBS 250 Passenger Briefing System 11002 Radio Tuning Units - RTU 4200 11028 Dual - Mode S Transponders w/Diversity TOR MD 11037 DME, 2nd - DME 42 30061 Cabin ICS 30012 Audio Jacks - Emergency (Std/Bose) 30020 Audio Jacks, Cockpit - Bose 30093 Cabin Call System 31021 Speakers - Door, Two 32001 Cellular Phone Base and Charger 32024 Satellite Communications System, AirCelt ST 3100 34053 Nav1LRN Switch for ADI 335D 34081 Vertical Card Standby Compass 35053 FMS Universal UNS 1F w/Go Around Switch wired to the Collective 36044 Lightning Strike Sensor - LSZ 860 w/LU 860 36065 Wx Avoidance Radar - Primus 880, exchange for Primus 440 36104 GMX-200 Multi Function Display, Garmln 36105 Jepp View for GMX-200 MFD) 36120 Honeywell Multi Function Radar Display (MFRD) displays Radar, Flight Plan, & Checklists 37011 TCAS I System - CAS 66A 37017 TCAS Control Panel - CP 880 37025 TCAS I TANS! Display, Dual -NA 81D PAINTS & FINISHES 50002 VIP Interior Paint Prep & Finish 50012 VIP Exterior Paint Preparation & Finish INTERIORS 63000 Deluxe VIP Interior Group, featuring: Silencer airframe isolated interior wall panel system, high performance airframe mounted secondary acoustic package, Ultraleather or Ultrasuede interior panel upholstery, ECS ducting, cockpit/cabin divider bulkhead with left hand and right hand sliding windows, leather seat upholstery, general cabin lighting, emergency cabin lighting, reading lights (8) and air outlets (8), cabin door threshold lighting, membrane switch panels to control cabin systems, tinted interior cabin windows, decorative plating in cabin, illuminated ordinance signs, emergency/Informational signage, emergency exit signs, cabin and cockpit carpet with spare, wood veneer/leather/decorative metal details, integral magazine racks on cabin doors, storage cabinet forward of raised fuel deck, seat maintenance covers, cabin floor runners, molded baggage compartment floor liner, Stain Guard Protection, Nut Plates fittings for all Opera Windows and Removal of unused tie down fittings. 63013 Aft Facing Bench — % Place 63071 Bulkhead Storage Compartment - Crew (Aft Facing Bench) 63085 Cabin Coat Hooks, Two 63098 Acoustic Noise Reduction - Bay Blanket Kit, Lightweight 70016 Sheepskin Seating - Crew Seats 70052 Seat Belt Extension 72063 Flight Manual Storage, LH Controls Closet S76T1D6167A Pap 2 of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728145 12/14/2007 15:19 PAVE 15 S-76 NEW HELICOPTER SALES AGREEIVIENT EXHIBIT A 76017 Cabin Door Vents, Remove 77034 Single Action Door Release INTERIORS (Continued) AIRCRAFT ITEMS 80001 Boarding Step, Retractable - LH 80002 Boarding Step, Retractable -RH 80082 Engine Inlet Covers Storage (S-76C++) 80086 Maintenance Covers - Exterior 80090 Vertical Pylon Access Panels, CSN 76-207 83001 Annunciator - "FUEL X-FEED" ON 83051 Hydraulic Quick Disconnect Relocation 83055 Remove LH Accessory Drive - CSN 76-205 83065 Pulsed Electric Engine Chip Detector System, Eaton 1K7707 84051 C4 Environmental System 85001 Annunciator - "Land LT ON" 85002 Annunciator - "Search LT ON" 85012 Gooseneck Map Lights 88036 Antl-Collision Light, Red - Bottom 85051 Landing Light - LH Main Gear 85061 Recognition Lights - Forward Facing 85083 Logo Lights 85071 Pulselight System 85072 Pulse Landing Lights 85073 Pulse Recognition Lights 86001 Approach Plate Holder, Lighted - Pilot 86002 Approach Plate Holder, Lighted - Copilot 86016 Pencil Holder 86017 Console Storage Bin-Small (Added per amend 1) 86026 Sun Tint - Windshield 86050 Overhead Lateral Absorber 86062 Bifilar 5P 86034 Track and Balance Accelerometers Installed in Fuel Cell Extension 86060 Rotor Pedals Lube Kit 87001 Annunciator - "Mot Heat" On 87002 Annunciator - "VliiS Heat On" 88051 Floats Completion 88061 Single Pilot IFR 90001 Cabin► reading light master ON/OFF switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90003 Replace exterior fairing/access panel hardware with stainless steel hardware 90004 Relocate reading lights from center cabin ceiling to above outboard passenger system 90005 Eight Bose headset jacks for use with the cabin ICS in the cabin (custom locations) 90006 Satcom System to be Installed without the cockpit intercom capability (ref. code 32024) 90007 GMX200 display to be installed on the right and the MFRD on the left 90009 Audio input jack in cabin for Ipod type device. Entertainment audio to be heard in all cabin Bose headsets. No other controls, volume controlled via IPod device 90010 Audio input jack in cockpit for Ipod type device. Entertainment audio to be heard in both cockpit Bose headsets only. No other controls, volume controlled via Ipod devise S76TD6167A Page 3 of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728146 12/14/2007 15:19 PAGE 16 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A AIRCRAFT ITEMS (continued) 90012 Boarding steps to be surfaced with coarse non-skid 90013 Fwd facing bench seat, 3-4 passenger, Wlwide single fold down armrest for right hand passenger. Armrest shall be shortened from the standard length and provide storage inside under lid for IPOD/Cell phone Jacks (reference 90021 & 90009) and holders for customer furnished IPODICell phone. 90015 Sheep skin throw carpet for cabin floor. 90016 Headset hangers located at ceiling level above all 8 cabin seats against forward/aft bulkheads 90011 Customer Cabin Interior Materials Customer Furnished Materials (Leather, Carpet, Sheepskin, Panel Covering) Custom Upholstery Work 90019 Do not install the 63000 magazine storage in lower cabin doors (Added per amend 1) 90020 Custom upholstery/cushion fabrication requiring customer approval via pre-production prototype. 90021 Cell phone Interface Into the cabin ICS system. Connection to be in the fold down armrest of the 90013 fwd facing bench seat with ability to select the cell phone connection for any occupant on the fwd facing bench seat (4) positions. Tied to Weight￾on-Wheels switch to disable In-flight use. S76TD6167A Page 4 of 6 ." ,, AP77-8do. SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 MAJWC,W, EFTA02728147 12/14/2007 15:19 PAGE 17 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT A ANNEX CODE Option Name P/N NOMENCLATURE QTY 0102 Standard Aircraft 250-2 AC/3A Exit Sign 2 33776-52598-041 Curtain Assy 1 33776-57574-042 Duct Assy. 1 33776-57574-045 Ceiling Panel Assy 1 33776-64732-104 Ballast 18 76500-00701-041 Plate Amy 1 33776-64732-103 Retainer 3 Door Seals 4 07025 Delete PBS 250 Passenger Briefing System PBS-250 11002 (RTU) Radio Tuning Units 622-6521-015 NAV Control Head (CTL 32) 2 622-6520-007 COMM Control Head (CTL 92) 2 622-6523-203 Transponder Control Head (CTL 92) 1 622-6522-007 ADF Conrtol Head 1 33776-44352-045 Mounting Plates 3 11028 Deal Mode S XPNDR -TDR 94 622-1270-001 TDR-90 Transponder RT 622-5211-003 TDR-90 Tray I 622-6590-002 CAD 62 Adapter 1 653-9015-001 CAD 62 Adapter Tray 1 622-6523-203 Transponder Control Head 34081 Vertical Card for Standby Compass MS17983-4 Standby Compass 36065 Primus 880 Weather Radar 7021450-401 WU440 TRA 36120 Honeywell Multi Function Radar Display (MFRD) 80-5214-2-2 Radar Only Display 84051 C4 Environmental System SS49TA824-4O16V Restrictor 129580-2 Duct Tee 1 129632-1 Sensor 1 3166037-1 Tee Assy 1 3166037-4 Tee 1 3214102-2 Pressure Transducer 1 33776-54210-041 Suppressor 1 S76TD6167A Page 5 of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728148 12/14/2007 15:19 PAGE 18 S-76 NEW HELICOPTER SALES AGREEMENT - EXHIBIT A CODE Option Name P/N NOMENCLATURE 76306-07004-578 Tube Amy 76306-07004-080 Tubc 3 76307-03006-047 Tube 76307-03006-071 Tube 1 76307-03006-072 Tube 1 76450-01042-041 Panel Assy 1 76500-07075-042 Adapter Assy 2 76500-07901-103 Blower 1 76500-07905-103 Suppressor 1 76306-07004-057 v Tube Assy 1 76306-07004-068 Tube Assy 1 76307-03006-049 Tube Assy 1 76307-03006-082 Tube Assy 1 76307-03006-083 Tube Assy 1 76307-03006-084 Tube Assy 76500-07054-043 Duct Assy 1 76500-07068-042 Adapter Assy 1 76500-07900-104 Valve 1 76500-07068-102 Adapter 1 76212-03004-044 Heat Duct Assy 76212-03004-043 Heat Plenum 1 76212-01016-101 Cockpit Defrost Duct 1 76212-03005-101 Cockpit Defrost Duct 1 76212-03004-051 Duct Assy. Upper L/H 1 76212-03004-042 Duct Assy 1 76212-03004-041 Duct Assy 1 76500-07512-042 Assy 1 33776-64058-041 Switch Box Assy, LH 1 1482-03 LH NACA Duct Valve Assy 1 1482-04 RH NACA Duct Valve Assy 1 76207-01136-101 Panel 4 1613-01 Vent Panel Assy 1 1613-02 Vent Panel Assy 1 82405 Diffuser 4 85012 Gooseneck Map Lights (EX) 15-0007-127 Grimes Utility Lights 2 S76TD6167A Page 6 of 6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 1S. and 17 EFTA02728149 12/14/2007 15:19 PAGE 19 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B 1. WARRANTY Sikorsky warrants to Buyer that each new helicopter sold by it, the parts and accessories installed thereon (except for the engines and engine accessories that are covered by the engine manufacturer's separate warranty, as well as Buyer supplied equipment), and new spate parts shall be free from defects in material and workmanship under normal use and service for the periods outlined below. Normal Use and Service shall mean the operation and maintenance of the Helicopter, sub-assemblies, and parts in accordance with Supplier's Flight, Maintenance, or Overhaul Manuals and Operating Instructions. 2. DURATION CATEGORY PERIOD OF COVERAGE New Aircraft 3 years or 1000 hours of operation after delivery of the Deluxe Executive Helicopter to Buyer, whichever occurs first New Spare Parts & GSE (if applicable) 1 year from date of shipment from Sikorsky 3. SIKORSKY OBLIGATIONS A. REPAIR/REPLACEMENT Sikorsky shall be obligated under this warranty to the repair or replacement of the defective item with a new, overhauled or serviceable replacement item during the applicable term of the warranty. The decision to repair or replace the defective item is solely at the discretion of Sikorsky exercised with reasonable care. Replacement parts that are life limited shall have hourly, calendar or cycle lives remaining equal or greater than the hourly, calendar or cycle lives remaining of the parts being replaced (whichever is applicable, and if more than one is applicable, whichever is greater), unless otherwise agreed by the parties. If Helicopter Support, Inc (HST) does not have a part whose life is equal to or less than the one removed, HSI shall contact Buyer and it would be the Buyer's option whether to accept an exchange or to arrange for a loaner while Buyer's is being repaired. S76TD6167A Page 1 of 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728150 12/14/2007 15:19 PAGE 20 B. LABOR 5-76 NEW HELICOPTER SALES AGREEMENT EXIiBIT B Sikorsky will cover Labor associated with the direct repair of a warranted item. Labor associated with troubleshooting, gaining access to, the removing and reinstalling a warranted item, or testing of the repaired or replaced item is not covered under this warranty. 4. BUYER'S OBLIGATIONS A. The Buyer must notify Sikorsky in writing of any defect occurring within the warranty period, within sixty (60) days after its discovery. Such notification will be accomplished by completing a Sikorsky RSA (Return to Sikorsky Aircraft, SA Form 7859 and submitting it either via telefax or email. B. If Sikorsky elects to replace or exchange rather than repair and return the warranted item the Buyer must return the defective part reasonably requested to Sikorsky or its designated repair facility within 30 days (domestic) or 60 days (international) of receipt of a replacement/ exchange item, if so requested by Sikorsky. Any defective item that is replaced or exchanged by Sikorsky shall automatically become the property of Sikorsky. C. If requested by Sikorsky, the Buyer must furnish Sikorsky with copies of pertinent Deluxe Executive Helicopter operational and maintenance records. Such records may include any and all those prepared during the entire warranty period immediately preceding the discovery as well as records of any incident, accident, or unusual event encountered by the Deluxe Executive Helicopter at any time prior to the discovery of the defect. 5. TRANSPORTATION Transportation charges relating to approved warranty claims for the return of defective goods to Sikorsky, their reshipment to Buyer, and the risk of loss thereof, up to and including the average cost of Federal Express P1 or equivalent, will be borne by Sikorsky if returned in accordance with written shipping instructions from Sikorsky. Transportation charges do not include taxes, duties, loans, lease charges, exchange fees, warehousing charges, handling charges, or administrative charges when charged by a party other than Sikorsky or a Sikorsky subcontractor. Any premium transportation costs shall be borne by the Buyer. 6. WARRANTY ON REPLACEMENT PARTS Parts repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) on a valid warranty claim are warranted for the remainder of the original warranty S76TD6167A Page 2 of 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 18. and 17 EFTA02728151 12/14/2007 15:19 PAGE 21 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B period associated with the discrepant part removed unless the warranted part is provided with less than thirty days of the expiration of the original warranty period, in that instance the parts repaired, replaced, or exchanged (newly manufactured, repaired or overhauled) shall have a warranty that extends for ninety days beyond the original warranty expiration date. 7. EXCLUSIONS This warranty does not apply and Sikorsky shall be relieved of its obligations and liability with respect to any claim under the Warranty if such claim results from any of the following: A. Deluxe Executive Helicopters which are not maintained, operated or repaired in accordance with the governing or applicable provisions of Sikorsky's, its subcontractors, the FAA or DOT, as applicable, Approved Flight Manual, Maintenance Manual and Service Bulletins, and as each thereof may be amended from time to time by Sikorsky, and/or B. Deluxe Executive Helicopters which undergo structural modifications, repairs, and/or engine retrofits without the express written approval and technical guidance of Sikorsky, and which are determined to be the cause or a contributing cause of the defect, and/or C. Deluxe Executive Helicopters or parts which have been subject to abuse, misuse, negligence, combat damage, incident or accident, and/or D. Deluxe Executive Helicopters or parts which have been subject to direct foreign object damage, ingestion of foreign material, or any corrosive or erosive agent, and/or E. Standard consumable and expendable items such as, but not limited to, seals, filters, gaskets, tires, hoses, bulbs, switches, batteries, bearings, brake pads and general hardware, and/or F. Normal wear and tear, including normal wear and tear to exterior paint and interior items such as, but not limited to, seats, sidewall and headliner coverings, woodwork, plating and other soft trim appearance items, and/or G. Parts and accessories whose manufacturer's identification tag has been removed or obliterated or cannot otherwise be identified as having been installed on the helicopter at delivery, and/or H. Failures that result from external contamination such as contaminated fuel, oil, hydraulic fluids and the like, and/or S76TD6167A Page 3 of 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728152 12/14/2007 15:19 PAGE 22 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B I. Costs identified as commercial losses, or profits due to loss of use of the aircraft, and/or J. Damage to the Deluxe Executive Helicopter or other property without limitation, incidental, and consequential damages. 8. DISCLAIMER A. TITLE Sikorsky warrants to Buyer that it will convey good title to the Helicopter and parts sold hereunder_ Sikorsky's liability and Buyer's remedy under this warranty are limited to the removal of any title defect or at the election of Sikorsky to the replacement of the Deluxe Executive Helicopter or parts thereof which arc defective in title; provided, however, that the right and remedies of the parties with respect to patent infringement shall be limited to the provisions of Paragraph 8B below. B. PATENT INFRINGEMENT Sikorsky shall conduct, at its own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use or resale by Buyer or any subsequent purchaser or user of any Deluxe Executive Helicopter or part delivered hereunder directly infringes any United States patent, but only on the conditions that (A) Sikorsky receives prompt written notice of such suit, or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to Buyer and defendant for such defense; (B) said Deluxe Executive Helicopter or part is made according to a specification or design furnished by Sikorsky or, if a process patent is involved, the process performed by the Deluxe Executive Helicopter(s) is recommended in writing by Sikorsky; and (C) the suit, or action is brought against Buyer or one expressly indemnified by Buyer. Provided all of the foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said suit, or action or shall pay all damages, and, if the use or resale of such Deluxe Executive Helicopter or part is finally enjoined, Sikorsky shall, at Sikorsky's option: (i) procure for defendant the right to use or resell the Deluxe Executive Helicopter or part, (ii) replace them with an equivalent non-infringing Helicopter or part, (iii) modify them so they become non-infringing but equivalent, or (iv) remove them and refund the purchase price (less a reasonable allowance for use, damage, and obsolescence). If a suit, or action is based on a design or specification furnished by Buyer, or on the performance of a process not recommended in writing by Sikorsky, or on the S76TD6167A Page 4 of SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728153 12/14/20e7 15:19 PAGE 23 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT B use or sale of the Deluxe Executive Helicopter or parts delivered hereunder in combination with other helicopter parts not delivered to Buyer by Sikorsky, Buyer shall indemnify and save Sikorsky harmless therefrom. C. EXCLUSIVE WARRANTIES & REMEDIES THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SIKORSKY'S OR ANY OF ITS AFFILIATE'S NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY OR ANY OF ITS AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SIKORSKY OR SUCH AFFILIATES. 9. GENERAL A. This warranty may not be assigned or otherwise transferred to any other party without the advance, written consent of Sikorsky, such consent shall not to be unreasonably withheld. B. Warranties covering the engines and engine accessories installed on the Deluxe Executive Helicopter arc made separately to the Buyer by the engine manufacturer, All warranty claims pertaining to those items must be made directly to the manufacturer in question, provided that Sikorsky, as a matter of accommodation, will process the claim on behalf of the Buyer to the appropriate manufacturer if so requested. S761-D6167A Pisge 5 of 5 SMELT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 1S. and 17 EFTA02728154 12/14/2007 15:19 PAGE 24 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C ACCEPTANCE DOCUMENTS Helicopter Inspection and Acceptance Certificate Pursuant to the S-76 New Helicopter Sales Aglamcnt Number , dated between Sikorsky Aircraft Corporation and Inspection - hereby acknowledges that he has thoroughly inspected the helicopter described below and has found it to be acceptable and in accordance with the requirements of the above referenced Agreement; and Acceptance — hereby accepts delivery and title of the helicopter described below in on the day of at m. hours local time. Aircraft Description — Sikorsky S-76C with Turbomeca Arriel 2S2 Engines (commonly referred to as S-76C-H￾Serial Number Registration Number Engine Numbers IN WITNESS WHEREOF, . has caused this Certificate to be executed this day of S76TD6167A Customer Name Signature: Name: Title: Page 1 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728155 12/14/2007 15:19 PAGE 25 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS: THAT SIKORSKY AIRCRAFT CORPORATION ("Sikorsky"), is the lawful owner of the full legal and beneficial title to the following tangible personal property: that certain Sikorsky S-76C++ helicopter, manufacturer's serial number 760 and United States registration number , together with two (2) two Turborneca Arriel 2S2 engines bearing manufacturer's serial numbers and , as more fully described in Exhibit A to that certain S76C-H- New Helicopter Sales Agreement (number ) by and between Buyer (as defined below) and Sikorsky dated as of the day of , 200_ as amended and assigned to (the "Helleopter").; and all documents and records relating or required to be maintained with respect to the Helicopter, including, without limitation, all flight manuals, maintenance manuals, engine log books, airframe log book, weight and balance data, Flight records, maintenance records„ airframe and aircraft component warranties, engines warranties, avionics warranties, and any and all other records related to the Helicopter (the "Helicopter Documents"). THAT, for good and valuable consideration of the sum of One and 00/100 dollars ($1.00), receipt and adequacy of which is hereby acknowledged. Sikorsky dots as of the date provided below, grant, convey, transfer, deliver and set over all right, title and interest in and to the Helicopter and the Helicopter Documents unto ("Buyer"), and unto Buyer's successors and assigns forever. THAT, Sikorsky hereby represents that there is hereby conveyed to Buyer on the date hereof, ail beneficial, record, good, equitable, exclusive, and marketable title to the Helicopter and the Helicopter Documents free and clear of any and all mortgages, liens, claims, encumbrances and rights of others, and Sikorsky will warrant and defend such title forever against all claims and demands whatsoever. IN WITNESS WHEREOF, Sikorsky has caused this instrument to be executed and delivered by its duly authorized signatory as of this day of 200 . SIKORSKY AIRCRAFT CORPORATION Signature: _ Print: Title: S76TD6167A Page 2 of 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728156 12/14/2007 15:19 PAGE 26 S-76 NEW HELICOPTER SALES AGREEMENT EXHIBIT C Certificate of Acceptance of the Completion Services Pursuant to the S-76 New Helicopter Sales Agreement Number , dated between Sikorsky Aircraft Corporation and Inspection - hereby acknowledges that he has thoroughly inspected the helicopter described below and has found it to be acceptable and in accordance with the requirements of the above referenced Agreement; and Acceptance — hereby accept% delivery of the helicopter described below on the day of 2007 at m. hours local time. Aircraft DepteriptIon — Sikorsky S-76C with Turborneca Arriel 2S2 Engines (Commonly known as S-76 C++) Serial Number Registration Number Engine Numbers IN WITNESS WHEREOF, . has caused this Certificate to be executed this day of 200_. S761D6167A Page 3 of 3 Customer Name Signature: Name; Title; SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA02728157 S.. 03 I •••• • .33.3 • 3.- . SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026239I EFTA02728158 $I-MITKA AIR. INC lustIAIIzed Reprmetathe DesIgninkm Menitta An, In (vacs., a. A' Cau.lainc.11c keel, 6,•,grtec. Vise‘l K, wthuared tcpteala in kw ibc wrpolc of a‘ccormsed.,,,, and irk In tilt heb:oplor Jts<rhol L14/ ,4). rfe,re of iS “aupkb. anoatl Mon, in ...“‘Kamc nn thc S•'26 `‘c. lichocia Sala. Apeaval NunInv 3,6106167A dared DocanTet I7, 20)7. an /menial, eq,yvting tbe &haven t tunbal tat. usth Stunk) ArrtrnM1 recTonnor, 'AA all ro.vmr) 4.1...) and <tea ic all nt,ntaryaxtancuis P‘rtanim that-to Stkonky 5.761" wit And 151 Note iforuntaly Wined to se. Orr(' • Saul Smolt, 7607,0 Iternitance Nunks NigiA crinvo 1,01,.e.tV* "One Numb. ST28, is inkt, IS MAINLYS WIILRLOW. YmNn Av. Inc Ms.:awe, On Geagitatua toIenaMN Otis da, 4,Paarch :010 51millia Ai. bar. wo, K trki k it 1 kir Lit ge.-A/1.4 1- SDNY_GidvD2303063 ) PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, EFTA_00262392 EFTA02728159 SIOOTILA MR. FA: Sylanky Auto" Cfrilkflbea NW 'Mabel:a SaahrtLCI 01413 Aa Osuroka Malys Mach 1.1010 sbbficc Kon/b:Aaleiactla ar. De Obit Me".1414""*.i th4 . 30 CAW! 1 ;\10, Aw Obgsys.lby. SO 4 unaant Csbelat <r0wiet..nua wthlhe Delay. Stela° o/Mare. Jwpµa man Fat -As 0 , an, ty'Slotnte r.trc" 111.04 to been" ye >ys. tys ylyal '<envy II. N:0. Mn. a. &buns, bta Lae-on te tic oa.Nolt v (Orval,. tegLoi b es and LE NO rtin..1. 4 alevines tout I t.b)10 It in) on to nAno, nem day* Kinn< me thaw 0f ts wynts an • a A. 61,411.N. M • as1 Nen 3smt st I. t Wiest • cc vabd wd III fen. lega Monty. omen. et Asia of to oryyrs‘i as,/ k44 1.04 a MI .011 <wore •t4hf) ce <NV boas soy ahtni summon WI tt onorix <my (woolway wag I.h bab• thaw_ nests. meat beano., Ns caw t.16CY. AY. lidsttna lam Myeernnbtrwcyn Awe., ad away nil Cornice Js el ma tern Pamela I1. ,Yr. u sic*, I Os Ya. Atramenri Moot I, the lab 'Oa :ran S-71.C•• nyttsficayel maul Io 'Orb). Taw at nem sta *Ivy.. N All .ceNno, ynkt Ne Sin Agreenan ren.ya Lt. Lb lino IN <ilea mkt 'be man chiff 4 Sc sag. mat eme *Cy nand no•bild, 'nu In Os t.m thrtpc. bolt n MOT,/ ea ....mg ',Ayr') ...Ind tl agrao; weraratts. J•egyous4 aeck er,/ ,SnIn L't (Cs 0.w.nana be bltFabbi nabiol by So acinces eterb cotroeqn Sc SIMI Agate/ AO k• &UMW 10 a 0.001q 430 011,0101( ye. ry Cs own* of anal. ki. to wpti In ban 01., u tree/ very alkendtoceesozoal n t.name vin., Canyow by Steady Dom ICA& < %Q-"q At Tule Noe Pordsti SDNY_GIMIOGE964 PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10 EFTA_00269393 EFTA02728160 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT ("Termination Agreement") is made this tk day of March 2011 ("Effective Date") between Sikorsky International Operations, Inc., ("Sikorsky"), and Freedom Air International, Inc. f/k/a Air Ghislaine, Inc. (TAI") (together the 'Parties"). WHEREAS, on or about October 20, 2006, Sikorsky and Air Ghislaine, Inc. (n/k/a Freedom Air International, Inc.) executed S-76D Position Agreement No. S76DDA050082 ('Position Agreement"), whereby Sikorsky agreed to assign to Air Ghislaine, Inc. the Estimated Baseline Helicopter Delivery Date and Estimated Completion Services Date as outlined in the Position Agreement, to one (1) Sikorsky Model S-76D Helicopter ("Helicopter"); WHEREAS, on February 11. 2010 and July 6, 2010, Certificates of Amendment to the original Certificate of Incorporation of FAI were filed with the Delaware Secretary of State on February 11, 2010 and July 6, 2010, changing its corporate name first from Air Ghislaine, Inc. to Shimitka Air, Inc., and then from Shmitka Air, Inc. to Freedom Air International, Inc., respectively; and WHEREAS, the Parties are now mutually agreeing to terminate the Position Agreement. NOW. THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. As of the Effective Date, the Position Agreement is terminated. 2. The Parties hereby release and forever discharge one another of and from all actions, causes of action, suits, debts, obligations, claims and demands SDNY_GL61323003611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262394 EFTA02728161 whatsoever which they have or hereafter can, shall or may have under the terms of the Position Agreement, except for any actions, causes of action, suits, debts, obligations, claims and demands against Sikorsky arising out of Sikorsky's breach of paragraph 3 below. 3. Within fifteen business (15) days of the Effective Date, Sikorsky shall return to Air Ghislaine the Deposit (as defined in the Position Agreement) in the aggregate amount of One Hundred Thousand USD ($100,000) (the `Termination Paymenr). The Termination Payment shall be made by wire transfer to: Beneficiary Name: Freedom Air International Inc. Bank Name: JP Mor n Chase Account No: Routing Number: Attn: Rich Kahn 4. This Termination Agreement may not be assigned, wholly or in part, by either Party without the prior written consent of the other Party. 5. With exception for the existence of this Termination Agreement, the Parties hereby agree that neither Party shall disclose to any third party (other than to a Party's attorneys, accountants or other professional advisors with a need to know the same) the contents of this Termination Agreement without the prior written approval of the other Party except as may be required in the performance of this Termination Agreement. 6. This Termination Agreement embodies the entire agreement between the Parties with respect to the subject matter contained herein and supersedes any and all prior proposals, negotiations, agreements, and understandings related to the termination of the Position Agreement. 2 SDNY_GL10323013666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262395 EFTA02728162 7. This Termination Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same document. 8. This Termination Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of the State of Connecticut, United States of America. The parties hereby further agree to submit to the jurisdiction of both the state and federal courts of Connecticut. IN WITNESS WHEREOF, this Termination Agreement has been executed by each Party's authorized representative. FREEDOM AIR INTERNATIONAL, INC. By: Name: VVVL --EncytKe Title: VI {:3ecciAlet Date: 3 id IL 3 SIKORSKY INTERNATIONAL OPERATIONS, INC. By Name: I fr ko-r Title: cr.A., l'iNtata5cd.n. Date: 5 fron SDNY_GlaytaP3368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00262396 EFTA02728163 Warranty Bill of Sale KNOW ALL MEN BY THESE PRESENTS: THAT SIKORSKY AIRCRAFT CORPORATION ("Sikorsky"), is the lawful owner of the full legal and beneficial title to the following tangible personal property: that certain Sikorsky S-76C++ helicopter, manufacturer's serial number 760667 and United States registration number N908GM, together with two (2) two Turbomeca Arriel 2S2 engines bearing manufacturer's serial numbers 42117 and 42118, as more fully described in Exhibit A to that certain 576C++ New Helicopter Sales Agreement (number S76TD6167) by and between Buyer (as defined below) and Sikorsky dated as of the 31st day of March, 2006 as amended (by amendment 1 dated the 29th March, 2007) (the "Helicopter"); and all documents and records relating or required to be maintained with respect to the Helicopter, including, without limitation, all flight manuals, maintenance manuals, engine log books, airframe log book, weight and balance data, flight records, maintenance records, airframe and aircraft component warranties, engines warranties, avionics warranties, and any and all other records related to the Helicopter (the "Helicopter Documents"). THAT, for good and valuable consideration of the sum of One and 00/100 dollars ($1.00), receipt and adequacy of which are hereby acknowledged. Sikorsky does as of the date provided below, grant, convey, transfer, deliver and set over all right, title and interest in and to the Helicopter and the Helicopter Documents unto Air Ghislaine, Inc. ("Buyer"), and unto Buyer's successors and assigns forever. THAT, Sikorsky hereby represents that there is hereby conveyed to Buyer on the date hereof, all legal, beneficial, record, good, equitable, exclusive, and marketable title to the Helicopter and the Helicopter Documents free and clear of any and all mortgages, liens, claims, encumbrances and rights of others, and Sikorsky will warrant and defend such title forever against all claims and demands whatsoever. IN WITNESS WHEREOF, Sikorsky has caused this instrument to be executed and delivered by its duly authorized signatory as of this day of June 2007. SIKORSKY AIRCRAFT CORPORATION Signature: Print: Title: SDNY_GW132303(762 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262397 EFTA02728164 TSSL-E05-0005 WEB HELOTRAC LICENSE AGREEMENT This WEB RELOTRAC License Agreement (hereinafter the "Agreement") is by and between Sikorsky Aircraft Corporation, 6900 Main St., Stratford, Connecticut 06615 (hereinafter "SAC") and Air Ghislaine, Inc. 3800 Southern Blvd, West Palm Beach, Florida 33406 (hereinafter "Air Ghislaine") in connection with the support of Air Ghislaine's S-76C-H- helicopter(s). 1.0 DEFIjITIONS As used in this Agreement, the following terms have the meanings indicated: 1A "Aircraft" means the S-76C-f-i- helicopter(s) owned and/or operated by Air Ghislaine. 1B "WEB HELOTRAC" means the internet based Helotrac System that contains transcribed data and information from Chapter 4, Airworthiness Limitations, and Chapter 5, Inspection Requirements Information (including manufacturer/FAA scheduled inspections, time-limited components, and technical bulletins) from the S-76C++ helicopter support manuals customarily provided by SAC generally to its S-76C-H- helicopter customers. WEB HELOTRAC also includes any subsequent corrections, fixes, upgrades, revisions, enhancements, and/or modifications to WEB HELOTRAC that SAC provides generally to its S-76C-H- helicopter customers subscribing to WEB HELOTRAC. IC "Source Data" means preexisting data and information associated with the Aircraft that is provided by Air Ghislaine for incorporation in WEB HELOTRAC. Such Source Data, and may include, but is not limited to, logbook data and computer generated reports or files containing maintenance information for the Aircraft. ID "Operating Data" means data and information generated by Air Ghislaine during operation of the Aircraft that is entered into WEB HELOTRAC by Air Ghislaine. 1E "Database" means airy files (data, text, graphics, as applicable) associated with WEB HELOTRAC. 2.0 ACCESS/SET-UP/TRAINING 2A SAC has developed a recommended list of maintenance requirements with recommended frequencies for the Aircraft indicated hereon. Such schedule has been programmed into a computer to establish the product called WEB HELOTRAC, and this information shall be provided to the Operator after execution of this agreement through WEB HELOTRAC upon payment of the Annual Fee described in Attachment A. Upon payment, SAC shall provide access to WEB J-IELOTRAC. 2B Upon signing this Agreement Air Ghislaine shall provide SAC with any Source Data for entry by SAC into WEB HELOTRAC within thirty (30) days along with an Entry of Source Data Fee described below. SAC shall input all Source Data into WEB ITELOTRAC within thirty (30) days of its date of receipt of Entry of Source Data Fee or the Source Data, whichever is later. - I of 10 - 1P093, Rev 3 Nov 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728165 2C Air Ghislaine has requested 0 days of training on WEB HELOTRAC at a cost of $0.00 per day. SAC and Air Ghislaine shall mutually agree on when and where the training takes place, with Air Ghislaine paying any and all travel expenses. 2D WEB HELOTRAC requires a Computer with Internet Explorer 5.5 (with the latest Service Packs ) Adobe Acrobat 5.0 installed and run at a resolution of 1024 by 768 pixels. Air Ghislaine shall be responsible for providing a Computer and the required software to access WEB HELOTRAC over the Internet. 3.0 LICENSES/RESTRICTIONS 3A In consideration of its receipt of the fees due hereunder and Air Ghislaine's compliance with the terms of this Agreement, SAC hereby grants to Air Ghislaine a nonexclusive, nontransferable license, without the right to sublicense, to use WEB FIELO FRAC on the Computer in support of Air Ghislaine's Aircraft. The right to use WEB HELOTRAC includes the right to update the files (data, text, as applicable) associated therewith, as required and the right to generate reports as provided by the functional capability of WEB HELOTRAC, and to distribute such reports as required; however, Air Ghislaine shall not export all or any portion of the files (data, text, graphic) associated with WEB HELOTRAC. Additionally, Air Ghislaine shall not modify, adapt, change, prepare derivative works based upon, or in any other manner alter any portion of WEB HELOTRAC. Upon expiration or termination of this Agreement as provided herein, Air Ghislaine's right to use WEB HELOTRAC shall cease. 3B Air Ghislaine does not have any right to reproduce or make copies of all or any portion of WEB HELOTRAC. No third party other than Air Ghislaine has a license to use all or any portion of WEB HELOTRAC without the prior written permission of SAC. 3C Air Ghislaine agrees not to disassemble, decompile, reverse engineer, or in any other manner attempt to access or produce the source code of all or any portion of WEB HELOTRAC. 3D Air Ghislaine shall provide SAC with updates on a recurring basis of Operational Data entered into WEB HELOTRAC by Air Ghislaine. Air Ghislaine hereby authorizes SAC to use any Source and/or Operational Data provided to SAC by Air Ghislaine pursuant to this Agreement in maintenance management or other studies relating to the maintenance support and/or operation of helicopter products and to distribute such studies to third parties as deemed appropriate by SAC in the conduct of its business. 4.0 OWNERSHIP 4 The WEB HELOTRAC is and shall remain the intellectual property of SAC. The WEB HELOTRAC is a copyrighted work of SAC and is protected under the copyright laws of the United States and other countries under international treaties such as the Berne Convention. 5.0 WARRANTIES SA SAC warrants that any Source Data provided by Air Ghislaine for incorporation in WEB HELOTRAC shall be incorporated in WEB HELOTRAC in an error-free manner. SAC, however, does not warrant the accuracy and/or sufficiency of any Source Data provided by Air Ghislaine. - 2 of 10 - 17093, Rev 3. Nov. 17.2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728166 5B EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS ARTICLE 5, SAC HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO WEB HELOTRAC. 6.0 CONFIDENTIALITY Except as expressly permitted by Article 3, Air Ghislaine shall not (a) use WEB HELOTRAC or any data or information accessible through WEB HELOTRAC (collectively, "WEB HELOTRAC Data") for any purpose, including, without limitation, not to design, manufacture, sell, service or repair systems, software or equipment, sell or provide services to third parties, or obtain any government or third party approvals for any purpose, and (b) not disclose WEB HELOTRAC Data to any third party without SAC's express written consent in SAC's sole discretion. Air Ghislaine represents that its officers, directors and employees have executed agreements with Air Ghislaine obligating them to treat WEB HELOTRAC Data in a manner consistent with the terms of this Agreement. With respect to each item of WEB HELOTRAC Data under this Agreement, the obligations of Air Ghislaine hereunder shall continue until such time as the WEB HELOTRAC Data is known and generally available to the public without testriction through no action or inaction of Air Ghislaine or any individual or entity that receives WEB HELOTRAC Data by or through Air Ghislaine. 7.0 LIMITATIONS ONLIAB1:LITY 7A With respect to WEB RELOTRAC licensed under this Agreement and alleged to be the cause of any loss, damage, and/or injury (including death) to Air Ghislaine, or anyone in privity with Air Ghislaine pursuant to Paragraph 3A, Air Ghislaine acknowledges that a sum equal to the Annual Fee set forth in Attachment A for a license under WEB HELOTRAC shall be the maximum extent of SAC's liability under this Agreement, whether such liability is based in contract, tort (including negligence, strict tort liability, or breach of warranty) or any other theory arising out of or resulting from: (i) this Agreement, performance hereunder, or breach hereof; or (ii) the design, manufacture, delivery, license, repair, replacement, or use of WEB HELOTRAC. 7B SAC shall not be liable for any damage to WEB HELOTRAC or failure of WEB HELOTRAC to substantially perform in accordance with the documentation accompanying WEB HELOTRAC that is a result of: (i) accident, misuse, abuse, or modification of WEB HELOTRAC by Air Ghislaine; (ii) failure of the Air Ghislaine to comply with installation or use instructions regarding WEB HELOTRAC; (iii) installation and/or use of WEB HELOTRAC on a computer system that does not meet the minimum system configuration and/or operating specifications defined for the Computer; or (iv) a failure or malfunction of the Computer used by Air Ghislaine to execute WEB HELOTRAC. 7C SAC shall not be liable for the accuracy or sufficiency of any Source Data incorporated in WEB ITELOTRAC, nor for any ensuing loss, damage, and/or injury (including death) arising out of or in connection with inaccurate and/or insufficient Source Data incorporated in WEB HELOTRAC by SAC. 7D SAC shall not be liable for the accuracy or sufficiency of any Operating Data entered into WEB HELOTRAC by Air Ghislaine during use of WEB HELOTRAC, nor for any ensuing loss, damage, and/or injury (including death) arising out of or in connection with the entry of inaccurate and/or insufficient Operating Data into WEB HELOTRAC by Air Ghislaine. - 3 of 10 - IP093, Rev 3. Nov. 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728167 7E WEB HELOTRAC IS A MAINTENANCE PLANNING ASSISTANCE TOOL. IT DOES NOT CONSTITUTE AN APPROVED MAINTENANCE PROGRAM OR SCHEDULE, AND IS NOT INTENDED TO SERVE AS A REPLACEMENT FOR THE PUBLISHED MAINTENANCE MANUALS. THE APPLICABLE SA 4047-76A-2-1, SA 4047-76B-2-1, SA 4047-76C-2-1 AND OTHER SA MANUALS MUST BE USED AS THE PRIMARY REFERENCE SOURCE FOR ALL MAINTENANCE AND INSPECTION REQUIREMENTS IN ORDER TO ENSURE THAT ALL REQUIRED MAINTENANCE AND INSPECTIONS ARE UP TO DATE. USERS OF WEB HELOTRAC ARE SOLELY RESPONSIBLE FOR ENSURING THAT WEB HELOTRAC ACCURATELY REFLECTS ALL OF THE REQUIREMENTS CONTAINED IN THEIR APPROVED MAINTENANCE PROGRAM AND SCHEDULE, INCLUDING BUT NOT LIMITED TO ENSURING THAT THE SCHEDULED MAINTENANCE INTERVALS AND COMPUTER CODES THAT ARE LISTED FOR. THEIR AIRCRAFT CONFIGURATION REPORTS ARE CORRECT AND UP TO DATE. 7F IN NO EVENT SHALL SAC BE LIABLE TO Air Ghislaine, OR ANY THIRD PARTY IN PRIVITY WITH Air Ghislaine FOR SUPPORT OF THE AIRCRAFT, FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE HELOTRAC RL SYSTEM IN SUPPORT OF THE AIRCRAFT. 7G Air Ghislaine shall indemnify and hold SAC, any parent corporation, their directors, officers, employees, service representatives, and/or agents harmless from any claim, demand, legal action, cause of action, liability, claim of liability, loss, expense, damage, and/or injury (including death) arising out of or in connection with any negligent act or omission of Air Ghislaine, or any third party in privity with Air Ghislaine for support of the Aircraft, arising out or in connection with the use of WEB HELOTRAC that results in damage to the Aircraft, and/or injury (including death) of any person. Provided further, however, that this provision shall not apply if a defective condition in WEB HELOTRAC is the proximate cause of such damage and/or injury. 8.0 TERM OF THE AGREEMENT 8A The term of this Agreement shall be the earlier of twelve months from the date SAC provides the Air Ghislaine access to WEB HELOTRAC or the uninterrupted period during which Air Ghislaine owns and/or operates the Aircraft, and shall expire if and when Air Ghislaine transfers its ownership interest in its Aircraft to another party. This Agreement may be terminated sooner by SAC or Air Ghislaine as a result of a breach of a material term or condition of this AGREEMENT by the other party. Additionally, Air Ghislaine may extend this Agreement for additional twelve month periods by contacting the SAC point-of-contact identified in Attachment B and remitting the then-current Recurring Annual Support Fee in accordance with Paragraph 9B. 8B Upon termination of this Agreement, Air Ghislaine shall erase or delete any portion of WEB HELOTRAC that has been installed in the Computer and certify such destruction/erasure/deletion to SAC. 8C During the term of this Agreement and for a period of three (3) years thereafter, SAC shall have the right, during regular business hours, to audit such of Air Ghislaine's records, and engage in discussions with relevant Air Ghislaine personnel, as reasonably necessary to evaluate and confirm Air Ghislaine's compliance with its obligations under this Agreement - 4 of 10 - 1P093, Rev 3. Nov. 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728168 9.0 PRODUCT SUPPORT 9A During the initial one (1) year period of this Agreement, SAC shall provide training for WEB HELOTRAC if and on the terms indicated in Attachment A. 9B Air Ghislaine may contract for twelve month extensions to this Agreement by contacting the SAC point-of-contact identified in Attachment B and remitting the then-current Recurring Annual Support Fee. An estimate of such fees is identified in Attachment A. The actual fees will be agreed upon at the time of any extension 10.0 ANALYST SERVICES 10A SAC will monthly examine/analyze the changes the customer has made by running specific date range searches. The analyst will review each record for part number, serial number, and aircraft complied with Hours, Landings/Cycles and Date. 10B SAC will review records for relationships. By way of example, SAC would review records to determine whether a customer, when replacing a Sonic Locator, property updated the Sonic Locator Battery task in HELOTRAC. I 0C SAC will enter HELOTRAC Revisions and work with the customer to allow the customer to identify "APPLICABLE- and 'NOT APPLICABLE" information. I OD Analyst will modify the customers Operations Package as applicable. 10E Throughout the contract period SAC will review the current status run for items that are "NOT APPLICABLE" and add forward the information to the customer for there disposition. 10F SAC shall furnish the electronic computer readouts of the following: a. Transaction Report (report of all compliances the customer has made in that month) b. Aircraft Current Status Report (report of current status of inspections, life limited parts, overhaul, and service bulletins sorted by ATA code) c. Maintenance Due List Report (report of projected scheduled maintenance) 10G. Each month thereafter, Air Ghislaine shall furnish (enter into Web ITELOTRAC) to SAC (a) cumulative time (hours and flights) of each aircraft, engines and APU and (b) a projected time (hours and flights) for the following 30, 60 or 90 days (Air Ghislaine's Selection) of operation for each aircraft. 10H. Air Ghislaine shall timely update compliance in the HELOTRAC System for both scheduled and unscheduled (component replacements, servicing, inspections, etc.) as the maintenance is accomplished. 101. Air Ghislaine shall have the option, at the inception of this contract, to provide Source Data for inclusion into the Database for equipment not installed by SAC, by providing SAC (in writing) the maintenance requirements and time frequencies for this equipment. 10J, Air Ghislaine shall use the program (software) provided by SAC to submit and retrieve their aircraft maintenance data from SAC and to generate reports as provided for in the program (software). - 5 of I 0 - IP093. Rev 3. Nov. 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728169 10K. Air Ghislaine upon termination of this contract shall return all programming (software) to SAC. I OL. Air Ghislaine understands that the Program and Interactive Electronic Technical Manuals (1ETM) has been developed by SAC and are copyrighted. Either may be marked as below. IOM. All Rights reserved: This program may not be used, copied, modified, transferred or merged, in whole or in part, except as provided for in Article II, Item 5, without prior written permission of SAC Aircraft Corporation. © Copyrighted 1998-2005. iON. All rights reserved, including the right to reproduce the IETM. No Part may be reproduced, stored in any retrieval system, or transmitted in any part or from or by any means, electronic photocopying, microfilm, microfiche, mechanical, or otherwise, without prior written permission of SAC Aircraft Corporation. © Copyrighted 1998-2005. 11.0 MISCELLANEOUS 11A if any provision of this Agreement is determined to be partially or wholly unenforceable, invalid, illegal, or void by a tribunal of competent jurisdiction, such determination shall not affect the validity of the remaining provisions of this Agreement. 119 Any failure by SAC or Air Ghislaine to exercise any right granted by the terms and conditions of this Agreement shall not be construed as a waiver of such right, or of any other rights under this Agreement, and shall in no way affect the subsequent exercise of such right, or of any other rights under this Agreement by SAC or Air Ghislaine. I IC The intellectual property laws of the United States and the laws of the State of New York (excluding its conflicts of laws provisions) shall govern the interpretation and/or enforcement of this Agreement_ 1 1 D Attachments A and B are part of this Agreement. Attachment 13 is a non-substantive provision of this Agreement that identifies the point-of-contact for SAC and Air Ghislaine, respectively, and, as such, may be amended by either party as necessary to facilitate performance under this Agreement. 1 1E No amendment or modification of this Agreement shall be valid or binding upon SAC or Air Ghislaine unless made in a writing specifically identifying this Agreement and executed by authorized representatives of SAC and Air Ghislaine. 11F This Agreement represents the entire understanding between SAC and Air Ghislaine as to the rights and obligations of SAC and Air Ghislaine with respect to WEB HELOTRAC licensed to Air Ghislaine by SAC under this Agreement. Air Ghislaine acknowledges that this Agreement has been reviewed by an authorized representative of Air Ghislaine, and further acknowledges that Air Ghislaine understands its rights and obligations under this Agreement. This Agreement may be executed in counterparts (including fax counterparts), both of which will be deemed an original, but which taken together shall constitute one single agreement between the parties. IN WITNESS WHEREOF, SAC and Air Ghislaine, agreeing to be bound by the terms and conditions of this Agreement, have caused this Agreement to be executed by the duly authorized representatives identified below. - 6 of 10 - 11)093, Rev 3. Nov 17.2006 SU,LCI IC TICS OHO51 ,(31,A,S ' 5, EFTA02728170 TSSL-E05-0005 SAC Signature Christine Hartmann Name Intellectual Property Counsel Title 1/29/08 Air is a Signatu AO Med Title Date Date e eke /gtot` //2 -7c&10- IPo93, Rev 3. Nov. 17, 2006 EFTA02728171 ATTACHMENT A FEES & PAYMENT TERMS 1. FEES: FEE TYPE AMOUNT Annual Fee with Analyst Service (first 12 months) $0 Recurring Annual Update & Support Fee (After first 12 months, if Agreement extended) — Estimate Only Sikorsky S-76 Service Database Access (via Belotritc,) + Updates No charge Entry of Source Data (one time) No charge installation and Training (XXXX hours in first 12 months) Training — $0.00 Travel — $0.00 Based on the table above, the amount due upon execution of this Agreement is: Fees: $0* Sales Tax (6%): $0 Total: $0* * Enrollment and one year paid via aircraft contract. PWA# F006-S76-004 2. PAYMENT TERMS: A. Sales tax shall be calculated and added to all amounts due. All payments shall be made thirty (30) days after the date of invoice to JP Morgan Chase, New York, NY 10004, Routing No. 021000021, Sikorsky Aircraft, Account No_ 5756685, Routing No. 021000021, SWIFT Code: CHASUS33. B. The Annual Fee and fees for Entry of Source Data and Installation and Training, as identified in Section 1 of this Attachment A (hereinafter collectively the "Inception Fee") are valid for the proposal period specified in the transmittal letter accompanying this Agreement, and apply to the first year of use of WEB HELOTRAC. This Inception Fee shall be the price invoiced by SAC provided that this Agreement is consummated within the specified proposal period. After expiration of the specified proposal period, SAC may, in its sole discretion, revise any or all of the fees comprising the Inception Fee, and such revised Inception Fee shall thereafter be applicable to the consummation of this Agreement. C. SAC reserves the right to revise the Recurring Annual Update & Support Fee at any time during the effectivity of this Agreement and such revised Recurring Annual Update & Support Fee shall be the applicable fee for updates and support services, provided that SAC shall have provided Air Ghislaine with written notice of such Recurring Annual Update & Support Fee revision at least thirty (30) days prior to the end of the one (1) year period during which the Recurring Annual Update & Support Fee is revised. Any such revision of the Recurring Annual Update & Support Fee shall be based upon the percentage - 8 of 10 - IP093, Rev 3. Nov. 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15. and 17 EFTA02728172 change in the core consumer price index for the preceding twelve (12) month period, as published by the U.S. Department of Labor. D. Payment of the Recurring Annual Update & Support Fee for any one (1) year period of this Agreement entitles Air Ghislaine to receive, at no additional cost during such period, any enhancements, upgrades, or revisions to WEB HELOTRAC that are released by SAC generally to its customers that are WEB HELOTRAC subscribers during such period. Air Ghislaine may contact the SAC point-of-contact identified in Attachment B for assistance at no additional cost with respect to routine questions relating to WEB HELOTRAC during such period. Air Ghislaine may contact the SAC point-of-contact identified in Attachment B for assistance on a cost basis with respect to complex questions relating to WEB RELOTRAC during such period. SAC and Air Ghislaine shall mutually determine whether any assistance to be rendered is to be on a cost or no-cost basis. - 9 of 10 - TP093, Rcv 3, Nov. 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10. 15. and 17 EFTA02728173 ATTACHMENT B POINTS-OF-CONTACT SAC Point-of Contact: Mr. Raymond Lemoine Sikorsky Aircraft Corporation Technical Support Services 6900 Main Street P.Q. Box 9729 Stratford, CT 06615-9129 Mail Stop 8205A Air Ghislaine Point-of-Contact: Mr. Larry Visoski Air Ghislaine, Inc. 3800 Southern Blvd Suite 204 West Palm Beach, FL 33406 Mailing address: 1131 Pine Point Road, Singer Island, FL 33404 Unless another employee of Air Ghislaine is explicitly identified in writing to the SAC Point-of￾Contact identified above, the Point-of-Contact for the Air Ghislaine shall be the authorized representative of Air Ghislaine that executes this Agreement on behalf of Air Ghislaine. Unless explicitly identified in writing to the SAC Point-of-Contact identified above, communications with the Air Ghislaine shall be directed to the address of Air Ghislaine identified in the Preamble of this Agreement, and shall be presumed to have been received by Air Ghislaine in the routine course of business. - END OF WEB HELOTRAC LICENSE AGREEMENT -- 1 O of 10 - IP093, Rev 3. Nov. 17, 2006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 10. and 17 EFTA02728174 LC.S.@SIKORSKY 06. 37:36 a m. 04-23-2010 I /10 WEB HELOTRAC LICENSE AGREEMENT TSSL-E10-0019 This WEB HELOTRAC License Agreement (hereinafter the "Agreement") is by and between Shmitka Sikorsky Aircraft Corporation, 6900 Main St., Stratford, Connecticut 06615 (hereinafter "SAC") and Air, Inc., 3800 Southern Blvd, West Palm Beach. Florida 33406 (hereinafter "SHMITKA AIR") in connection with the support of SHMITKA AIR's S-76C++ helicopter(s). a DEFINITIONS As used in this Agreement, the following terms have the meanings indicated: IA "Aircraft" means the S-76C++ helicopter(s) owned and/or operated by SHMITKA AIR. I B "WEB HELOTRAC" means the Internet based Ilelotrac System that contains transcribed data and information from Chapter 4, Airworthiness Limitations, and Chapter 5, Inspection Requirements Information (including manufacturer/FAA scheduled inspections, time-limited components, and technical bulletins) from the S-76C++ helicopter support manuals customarily provided by SAC generally to its S-76C++ helicopter customers. WEB HELOTRAC also includes any subsequent corrections, fixes, upgrades, revisions, enhancements, and/or modifications to WEB HELOTRAC that SAC provides generally to its S-76C++ helicopter customers subscribing to WEB HELOTRAC. IC "Source Data" means preexisting data and information associated with the Aircraft that is provided by SHMITKA AIR for incorporation in WEB HELOTRAC. Such Source Data, and may include, but is not limited to, logbook data and computer generated reports or files containing maintenance information for the Aircraft. ID "Operating Aircraft Data" means data and information generated by SI IMITKA AIR during operation of the that is entered into WEB HELOTRAC by SHMITKA AIR. I E "Database" means any files (data, text, graphics, as applicable) associated with WEB HELOTRAC. 12 ACCESS/SET-UP/TRAINING 2A SAC has developed a recommended list of maintenance requirements with recommended frequencies for the Aircraft indicated hereon. Such schedule has been programmed into a computer to establish the product called WEB HELOTRAC, and this information shall be provided to the Operator after execution of this agreement through WEB HELOTRAC upon payment of the Annual Fee described in Attachment A. Upon payment, SAC shall provide access to WEB HELOTRAC. 2B Upon signing this Agreement SHMITKA AIR shall provide SAC with any Source Data for entry by SAC into WEB HELOTRAC within thirty (30) days along with an Entry of Source Data Fee of described below. SAC shall input all Source Data into WEB HELOTRAC within thirty (30) days its date of receipt of Entry of Source Data Fee or the Source Data, whichever is later. - I of 10 - 19093.14403.2009 SDNY_Gitt.M036(623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262408 EFTA02728175 L.C.S. @ SIK0RSKY 06:38:32 a.m. 04-23-2010 2110- - 2C day. SHMITKA SAC and AIR SHMITKA has requested AIR 00 days of training on WEB HELOTRAC at a cost of 0000.00 per with SIIMITKA AIR paying shall mutually agree on when and where the training takes place, any and all travel expenses. 2D WEB HELOTRAC requires a Computer with WEB HELOTRAC Internet Explorer 6 requires a computer with 768 pixels. SHMITKA (or higher) AIR and Adobe Acrobat 5.0 installed and run at a resolution of 1024 by shall be responsible software to access WEB for providing a Computer and the required HELOTRAC over the Internet. 3.0 LICENSES/RESTRICTIONS 3A In terms consideration of this Agreement, of its receipt SAC of the fees due hereunder and SHMITKA AIR's compliance with the license, without hereby grants to SIIMITKA AIR a nonexclusive, nontransferable the right to sublicense, SIIMITKA AIR's Aircraft. to use WEB HELOTRAC on the Computer in support of The right to use WEB HELOTRAC files (data, text, as applicable) includes the right to update the provided by the associated therewith, as required and the right to generate reports as required; however, functional SIIMITKA capability of WEB HELOTRAC, and to distribute such reports as graphic) associated with WEB AIR shall not export all or any portion of the files (data, text, adapt, change, prepare HELOTRAC. Additionally, SHMITKA AIR shall not modify, WEB HELOTRAC. Upon derivative works based upon, or in any other manner alter any portion of SHMITKA AIR's expiration or termination of this Agreement as provided herein, right to use WEB HELOTRAC shall cease. 3R HELOTRAC. SHMITKA AIR No does not have any right to reproduce or make copies of all or any portion of WEB WEB HELOTRAC third without party other than SIIMITKA AIR has a license to use all or any portion of the prior written permission of SAC. 3C attempt SHMITKA to access AIR agrees or produce not to disassemble, decompile, reverse engineer, or in any other manner the source code of all or any portion of WEB HELOTRAC. 3D into SHMITKA WEB HELOTRAC AIR shall provide SAC with updates on a recurring basis of Operational Data entered Source and/or Operational by Data SHMITKA AIR. SHMITKA AIR hereby authorizes SAC to use any provided to SAC by SFLMITKA AIR pursuant to this Agreement maintenance management or other in helicopter products and studies relating to the maintenance support and/or operation of the conduct of its business. to distribute such studies to third parties as deemed appropriate by SAC in 4.0 OWNERSHIP 4 The WEB HELOTRAC Corporation. is and shall remain the intellectual property of Sikorsky Aircraft The WEB HELOTRAC copyright laws of is a copyrighted work of SAC and is protected under the the United States and other countries under international Berne Convention. treaties such as the iS t WARRANTIES 5A SAC warrants that any Source Data provided by SHMITKA AIR for incorporation HELOTRAC shall in WEB be incorporated in WEB HELOTRAC does not warrant in an error-free manner. SAC, however, the accuracy and/or sufficiency of any Source Data provided by SHMITKA AIR. - 2 of 10- 80)3. May 3.2009 spNy_Glavoncriese SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262409 EFTA02728176 L C S. (§/ SiKORSKY 06:39:33 a.m. 04-23-2010 3 110 58 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS ARTICLE 5, SAC WARRANTIES, HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO WEB HELOTRAC. 6.0 CONFIDENTIALITY Except as expressly permitted by Article 3. SHMITKA AIR shall not (a) use WEB HELOTRAC or any data or information accessible through WEB HELOTRAC (collectively, "WEB HELOTRAC Data") for any purpose, including, without limitation, not to design, manufacture, sell, service or repair systems, software or equipment, sell or provide services to third parties, or obtain any government or third party approvals for any purpose, and (b) not disclose WEB HELOTRAC Data to any third party without SAC's express written consent in SAC's sole discretion. SHMITKA AIR represents that its officers, directors and employees have executed agreements with SHMITKA AIR obligating them to treat WEB IIELOTRAC WEB Data in a manner consistent with the terms of this Agreement. With respect to each item of I IELOTRAC Data under this Agreement, the obligations of SHMITKA AIR hereunder shall continue without until such time as the WEB HELOTRAC Data is known and generally available to the public restriction through no action or inaction of SHMITKA AIR or any individual or entity that receives WEB HELOTRAC Data by or through SIIMITKA AIR. 7.0 LIMITATIONS ON LIABILITY 7A With respect to WEB HELOTRAC licensed under this Agreement and alleged to be the cause of any loss, damage, and/or injury (including death) to SHMTIXA AIR, or anyone in privity with SHMITKA AIR pursuant to Paragraph 3A, SHMITKA AIR acknowledges that a sum equal to the Annual Fee set forth in Attachment A for a license under WEB IIELOTRAC shall be the maximum extent of SAC's liability under this Agreement, whether such liability is based in contract, tort (including negligence, strict tort liability, or breach of warranty) or any other theory arising out of manufacture, or resulting from: (i) this Agreement, performance hereunder, or breach hereof; or (ii) the design, delivery, license, repair, replacement, or use of WEB HELOTRAC. 78 SAC shall not be liable for any damage to WEB HELOTRAC or failure of WEB HELOTRAC to substantially perform in accordance with the documentation accompanying WEB HELOTRAC that is a result of: (i) accident, misuse, abuse, or modification of WEB HELOTRAC by SULMITICA AIR; WEB (ii) failure of the SHMITKA AIR to comply with installation or use instructions regarding HELOTRAC; (iii) installation and/or use of WEB HELOTRAC on a computer system that does not meet the minimum system configuration and/or operating specifications defined for the Computer; WEB or (iv) a failure or malfunction of the Computer used by SHMITKA AIR to execute HELOTRAC. 7C SAC shall not be liable for the accuracy or sufficiency of any Source Data incorporated in WEB HELOTRAC, nor for any ensuing loss, damage, and/or injury (including death) arising out of or in connection with inaccurate and/or insufficient Source Data incorporated in WEB HELOTRAC by SAC. 7D SAC shall not be liable for the accuracy or sufficiency of any Operating Data entered into WEB HELOTRAC by SHMITKA AIR during use of WEB HELOTRAC, nor for any ensuing loss, damage, and/or injury (including death) arising out of or in connection with the entry of inaccurate and/or insufficient Operating Data into WEB IIELOTRAC by SHMITKA AIR. - 3 of 10 - IP093, May 3: 2009 SONYGliM)230B680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026.2410 EFTA02728177 LC S.@ SIKORSKY 06:40:42 a.m. 04-23-2010 7E CONSTITUTE WEB IIELOTRAC IS A MAINTENANCE PLANNING ASSISTANCE TOOL. IT DOES NOT AN APPROVED MAINTENANCE PROGRAM OR SCHEDULE, AND IS NOT INTENDED TO SERVE AS A REPLACEMENT FOR Ti IE PUBLISHED MAINTENANCE OTHER MANUALS. THE APPLICABLE SA 4047-76A-2-1, SA 4047-76B-2-I, SA 4047-76C-24 AND SA MANUALS MUST BE USED AS THE PRIMARY REFERENCE SOURCE FOR ALL MAINTENANCE AND INSPECTION REQUIREMENTS ALL IN ORDER TO ENSURE THAT HELOTRAC REQUIRED MAINTENANCE. AND INSPECTIONS ARE UP TO DATE. USERS OF WEB ARE SOI.ELY RESPONSIBLE FOR ENSURING THAT WEB HELOTRAC ACCURATELY REFLECTS ALL OF THE REQUIREMENTS CONTAINED IN THEIR APPROVED MAINTENANCE PROGRAM AND SCHEDULE, INCLUDING BUT NOT LIMITED TO ENSURING THAT THE SCHEDULED MAINTENANCE INTERVALS AND COMPUTER CODES THAT ARE LISTED FOR THEIR AIRCRAFT CONFIGURATION REPORTS ARE CORRECT AND UP TO DATE. 7F IN NO EVENT SHALL SAC BE LIABLE TO SHMITKA AIR, OR ANY THIRD PARTY IN PRN1TY WITH SHMITKA AIR FOR SUPPORT OF THE AIRCRAFT, FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE IIELOTRAC RI, SYSTEM IN SUPPORT OF THE AIRCRAFT. 7G SHMITKA AIR shall indemnify and hold SAC, any parent corporation, their directors, officers, employees, service representatives, and/or agents harmless from any claim, demand, legal action, cause of action, liability, claim of liability, loss, expense, damage, and/or injury (including death) arising out of or in connection with any negligent act or omission of SHMITKA AIR, or any third party in privity with SHMITKA AIR for support of the Aircraft, arising out or in connection with the use of WEB IIELOTRAC that results in damage to the Aircraft, and/or injury (including death) of any person. Provided further, however, that this provision shalt not apply if a defective condition in WEB HELOTRAC is the proximate cause of such damage and/or injury. 8.0 TERM OF THE AGREEMENT 8A The term of this Agreement shall be the earlier of twelve months from the date SAC provides the SIIMITKA AIR AIR access to WEB HELOTRAC or the uninterrupted period during which SHMITKA owns and/or operates the Aircraft, and shall expire if and when SILMITKA AIR transfers its ownership interest in its Aircraft to another party. This Agreement may be terminated sooner by SAC or SHMITKA AIR as a result of a breach of a material term or condition of this AGREEMENT by the other party. Additionally, SFLMITKA AIR may extend this Agreement for additional twelve month periods by contacting the SAC point-of-contact identified in Attachment B and remitting the then-current Recurring Annual Support Fee in accordance with Paragraph 9B. 8B Upon termination of this Agreement, SHMITKA AIR shall erase or delete any portion of WEB HELOTRAC that has been installed in the Computer and certify such destruction/erasure/deletion to SAC. 8C During the term of this Agreement and for a period of three (3) years thereafter, SAC shall have the right, during regular business hours, to audit such of SHMITKA AIR's records, and engage in discussions with relevant SIIMITKA AIR personnel, as reasonably necessary to evaluate and confirm SHMITKA AIR's compliance with its obligations under this Agreement. 4 /16 -40f10- 19093. May 1 2009 SDNY_GiaVoi031382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262411 EFTA02728178 LC S. @SIKORSKY 06:41:51 am. 04-23-2010 9.0 PRODUCT• SUPPORT 9A During the initial one (1) year period of this Agreement. SAC shall provide training for WEB FIELOTRAC if and on the terms indicated in Attachment A. 9B smirricA, AIR may contract for twelve month extensions to this Agreement by contacting the SAC point-of-contact identified in Attachment B and remitting the then-current Recurring Annual Support Fee. An estimate of such fees is identified in Attachment A. The actual fees will be agreed upon at the time of any extension a& ANALYST SERVICES WA SAC will monthly examindanalre the changes the customer has made by running specific date range searches. The analyst will review each record for part number, serial number, and aircraft complied with Hours, Landings/Cycles and Date. 10B SAC will review records for relationships. By way of example, SAC would review records to determine whether a customer, when replacing a Sonic Locator, properly updated the Sonic Locator Battery task in HELOTRAC. IOC SAC will enter HELOTRAC Revisions and work with the customer to allow the customer to identify' APPLICABLE" and "NOT APPLICABLE" information. I OD Analyst will modify the customers Operations Package as applicable. 10E Throughout the contract period SAC will review the current status run for items that are "NOT APPLICABLE" and add forward the information to the customer for there disposition. 10F SAC shall furnish the electronic computer readouts of the following: a. Transaction Report (report of all compliances the customer has made in that month) b. Aircraft Current Status Report (report of current status of inspections, life limited parts, overhaul, and service bulletins sorted by ATA code) c. Maintenance Due List Report (report of projected scheduled maintenance) IOC. Each month thereafter, SHMITKA AIR shall furnish (enter into Web HELOTRAC) to SAC (a) cumulative time (hours and flights) of each aircraft, engines and APU and (b) a projected time (hours and flights) for the following 30, 60 or 90 days (SHMITKA AIR's Selection) of operation for each aircraft. SHMITKA AIR shall timely update compliance in the HELOTRAC System for both scheduled and unscheduled (component replacements, servicing, inspections, etc.) as the maintenance is accomplished. 101. SHMITKA AIR shall have the option, at the inception of this contract, to provide Source Data writing) for inclusion into the Database for equipment not installed by SAC, by providing SAC (in the maintenance requirements and time frequencies for this equipment. 10.1. SHMITKA AIR shall use the program (software) provided by SAC to submit and retrieve their aircraft maintenance data from SAC and to generate reports as provided for in the program (software). •Sof10- 19093. May 3 2009 SDNY_GilliVOZICP3083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262412 EFTA02728179 S @SIKORSKY 06'.41:46 am. 04-23-2010 6'10----• 10K. SAC. SHMITKA AIR upon termination of this contract shall return all programming (software) to IOL. SHMITKA AIR understands that the Program and Interactive Electronic Technical Manuals (IETM) has been developed by SAC and are copyrighted. Either may be marked as below. 10M. whole All Rights reserved: This program may not be used, copied, modified, transferred or merged, in or in part, except as provided for in Ankle II, Item 5, without prior written permission of Sikorsky Aircraft Corporation. C Copyrighted 1998-2005. ION. All rights reserved, including the right to reproduce the IETM. No Part may be reproduced, stored in any retrieval system, or transmitted in any part or from or by any means, electronic photocopying, microfilm, microfiche, mechanical, or otherwise, without prior written permission of Sikorsky Aircraft Corporation. C Copyrighted 1998-2005. 11.0 MISCELLANEOUS I IA If any provision of this Agreement is determined to be partially or wholly unenforceable, invalid, illegal, or void by a tribunal of competent jurisdiction, such determination shall not affect the validity of the remaining provisions of this Agreement. JIB Any failure by SAC or SI IMITKA AIR to exercise any right granted by the terms and conditions of this Agreement shall not be construed as a waiver of such right, or of any other rights under this Agreement, and shall in no way affect the subsequent exercise of such right, or of any other rights under this Agreement by SAC or SHMITKA I IC The intellectual property laws of the United States and the laws of the State of New York (excluding its conflicts of laws provisions) shall govern the interpretation and/or enforcement of this Agreement. 11D Attachments A and B are part of this Agreement. Attachment B is a non-substantive provision of this Agreement that identifies the point-of-contact for SAC and SIIMITKA AIR, respectively, and, as such, may be amended by either party as necessary to facilitate performance under this Agreement. I I E No amendment or modification of this Agreement shall be valid or binding upon SAC or SHMITKA AIR unless made in a writing specifically identifying this Agreement and executed by authorized representatives of SAC and SHMITKA AIR. 1 I This Agreement represents the entire understanding between SAC and SI IMITKA AIR as to the rights and obligations of SAC and SHMITKA AIR with respect to WEB HELOTRAC licensed to SHMITKA AIR by SAC under this Agreement. SHMITKA AIR acknowledges that this Agreement has been reviewed by an authorized representative of SIIMITKA AIR, and further acknowledges that SHMITKA AIR understands its rights and obligations under this Agreement. This Agreement may be executed in counterparts (including fax counterparts), both of which will be deemed an original, but which taken together shall constitute one single agreement between the panics. IN WITNESS WHEREOF, SAC and SHMITKA AIR, agreeing to be bound by the terms and conditions of this Agreement, have caused this Agreement to be executed by the duly authorized representatives identified below. -6 of 10- 1P093. Ma) 3.2009 SONY_GLIVOIXP3084 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262413 EFTA02728180 L.C.S. @SIK0RSKY An-z2-2CII THU 03:69 PM SAC &pawn le-f-72 /57/A/E Name Ncie TAIANAJ /P At-far-mei Title 4(726 / 2O.O Date Date 06:43:46a m. 04-23-2010 7/10 P. ON Sign 4,eyY/.saslCi Name f ) tate l cr psolks;O4/ 1LIS Title 6I LAo/deve -7of10- rose. my 3409 SDNY_GLIV0D0131385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262414 EFTA02728181 LC.S. @SIKORSKY ATTACIIMF:NT A FEES & PAYMENT TERMS 1. FEES: 06:44:07 a.m. 04-23-2010 9110 FEE TYPE AMOUNT Annual Fee with Analyst Service (first 12 months) $0,000• _I Recurring Annual Update & Support Fee (After first 12 months, if Agreement extended) — Estimate Only S8,380 Sikorsky S-76 Service Database Access (via Helotrac) + Update, No charge Entry of Source Data (one time) No charge Installation and Training (0000 hours in first 12 months) Training — S0,000 Travel — S000 Based on the table above, the amount due upon execution of this Agreement is: Fees: 50,000 Sales Tax (6%): S000 Total: 50,000 • First year fee included in PWA 2. PAYMENT TERMS: A. Sales tax shall be calculated and added to all amounts due. All payments shall be made thirty (30) days after the date of invoice to JP Morgan Chase, New York, NY 10004, Routing No. 021000021. Sikorsky Aircraft, Account No. 5756685, Routing No. 021000021, SWIFT Code CHASUS33. B. The Annual Fee and fees for Entry of Source Data and Installation and Training, as identified in Section I of this Attachment A (hereinafter collectively the "Inception Fee") are valid for the proposal of period WEB specified in the transmittal letter accompanying this Agreement, and apply to the first year of use IIELOTRAC. This Inception Fee shall be the price invoiced by SAC provided that this Agreement is consummated within the specified proposal period. After expiration of the specified proposal period, SAC may, in its sole discretion, revise any or all of the fees comprising the Inception Fee, and such revised Inception Fee shall thereafter be applicable to the consummation of this Agreement. effectivity C. SAC reserves the right to revise the Recurring Annual Update & Support Fee at any time during the of this Agreement and such revised Recurring Annual Update & Support Fee shall be the applicable with written fee for updates and support services, provided that SAC shall have provided SHMITKA AIR notice of such Recurring Annual Update & Support Fee revision at least thirty (30) days prior to the end of the one (I) year period during which the Recurring Annual Update & Support Fee is revised. Any such revision of the Recurring Annual Update & Support Fee shall be based upon the 8of 10 - iP093. May 3.2009 SDNY_GIIIMW3086 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002624 I 5 EFTA02728182 LC.S. @SIKORSKY 06:44:57 a.m. 04-23-2010 9:10 published percentage change in the core consumer price index for the preceding twelve (12) month period, as by the U.S. Department of labor. D. Payment of the Recurring Annual Update & Support Fee for any one ( I ) year period of this Agreement entitles SHMITKA AIR to receive, at no additional cost during such period, any customers enhancements, upgrades, or revisions to WEB I1ELOTRAC that are released by SAC generally to its SAC point that are WEB HELOTRAC subscribers during such period. SHMITKA AIR may contact the -of-contact identified in Attachment II for assistance at no additional cost with respect to SAC routine questions relating to WEB HELOTRAC during such period. SIIMITKA AIR may contact the point-of-contact identified in Attachment B for assistance on a cost basis with respect to complex questions relating to WEB HELOTRAC during such period. SAC and SHMITKA AIR shall mutually determine whether any assistance to be rendered is to be on a cost or no-cost basis. - 9 of 10 W093, May 3 2009 SDNY_GIIIIVIDD0CP3815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00262416 EFTA02728183 LC S @SIKORSKY SAC Point-of Contact: ATTACHMENT B POINTS-OF-CONTACT Mr. Raymond Lemoinc Sikorsky Aircraft Corporation Technical Support Services 6900 Main Street P.O. Box 9729 Stratford, CT 06615-9129 Mail Stop R207A SHMITKA AIR Point-of-Contact Mr. Larry Visoski Shmitka Air, Inc. 3800 Southern Blvd Suite 204 W 406 Mailing address: 1131 Pine Point Road, Singer Island, PL 33404 06:4S:27 a.m. 04-23-2010 10 r10-- Unless another employee of SHMITKA AIR is explicitly Contact identified above, the Point identified in writing to the SAC Point-of￾representative of SI11‘41TKA -of-Contact for the SHMITKA AIR shall be the authorized explicitly identified in writing AIR that executes this Agreement on behalf of SHMITKA AIR. Unless SIIMITKA AIR shall be directed to the SAC Point-of-Contact identified above, communications with the to the address of SHMITKA AIR identified Agreement, and shall be presumed in the Preamble of this business. to have been received by SHMITKA AIR in the routine course of — END OF WEB IWIATRAC LICENSE AGREEMENT — -10°110- LAM May 3.2009 SDN Y_G W013001388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00262417 EFTA02728184