exv10w8



 




Exhibit
10.8




AMENDMENT TO S-76 NEW HELICOPTER SALES AGREEMENT



THIS AMENDMENT, dated as of the Acceptance Date stated below, by and between the Sikorsky
Contracting Entity (“Sikorsky”) named below and the Buyer named below, hereby amends the S-76 New
Helicopter Sales Agreement between the parties as follows:




     1. Definitions/Information for this Amendment



	 	 	 
	Buyer:

	 	Offshore Logistics, Inc.
	Sikorsky Contracting Entity:

	 	Sikorsky Aircraft Corporation
	Sikorsky Contract No.:

	 	S76TD02065
	Amendment No.:

	 	7






     2. Amendment — Amend the S-76 Sales Agreements as follows:



     A. Configuration



     Revised Exhibit A, FOR THE 10th — 15th and any subsequent option
AIRCRAFT ONLY, as follows:



     1. Delete 9002 HUMS Provisions



     2. Delete 9015 Meggitt Avionics CVR/FDR: SCR500-1560



     3. Add 37062 Penny & Giles Multi Purpose Flight Recorder, MPFR CVR/FDR Model D51615-102



     4. Add 9004 Ground Proximity Warning System Provisions



     B. Payment Schedule



     Delete Section III.1. Table 1 and substitute with the following:



TABLE 1

Payment Schedule




*




     C. Aircraft Price



     Delete Section III.2. Table 2 and substitute with the following:



TABLE 2

Helicopter Unit Price




*





	 	 	Payments and prices changes in Tables 1 and 2 above, reflect credit
to the Buyer as a result of specified configuration changes.






	D.	 	Schedule
	 
	 	 	The scheduled presentation dates for the Helicopter Acceptance and Completion
Services Acceptance of aircraft delivered in 2005 are as follows:





	 	 	 	 	 	 
	 	 	Helicopter	 	Completion Services	 
	10th Helicopter

	 	November 30, 2004
	 	February 28, 2005	 
	11th Helicopter

	 	December 24, 2004
	 	March 31, 2005	 
	12th Helicopter

	 	May 31, 2005
	 	August 31, 2005	 







	E.	 	Due to a current shortage of servos, Sikorsky may elect to
transport the aircraft to the Completion Center using “used,
airworthy” servos. These three main rotor servos and/or one tall
rotor servo will be removed from the helicopter and retained by
Sikorsky. Prior to the scheduled presentation date of the
completion services, Sikorsky will install “new production servos”
(in accordance with Sikorsky type design) for the delivery of the
helicopter.





 









 






AIRCRAFT ENVELOPE




image not included




WEIGHT BREAKDOWN




 




			
	MODEL: S76C+
	 	PAR
	CUSTOMER: PASSENGER — Air Logistics
	 	02 000 0
	MISSION: 12 PASSENGER	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	WEIGHT	 	 	 	 	 	 	 
	 	 	(LBS)	 	 	ARM (IN.)	 	 	MOMENT LBIN.	 
	WEIGHT EMPTY — Green Ship
	 	 	6534	 	 	 	214.3	 	 	 	1400236	 
	WEIGHT EMPTY EQUIPPED
	 	 	7217	 	 	 	211.8	 	 	 	1528547	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PILOT & COPILOT
	 	 	400	 	 	 	102.5	 	 	 	41000	 
	ENGINE OIL
	 	 	21	 	 	 	231.0	 	 	 	4851	 
	WINDSHIELD WASHER FLUID
	 	 	6	 	 	 	54 .0	 	 	 	324	 
	MANUAL & SUPPLIES
	 	 	15	 	 	 	102.5	 	 	 	1538	 
	LIFE VESTS COCKPIT
	 	 	4	 	 	 	122.0	 	 	 	488	 
	LIFE VESTS 12 PASSENGERS
	 	 	24	 	 	 	164.1	 	 	 	3938	 
	CABIN RAFT
	 	 	100	 	 	 	166.1	 	 	 	16610	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BASIC WEIGHT
	 	 	7787	 	 	 	205.1	 	 	 	1597296	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4 PAX FWD
	 	 	800	 	 	 	135.5	 	 	 	108400	 
	4 PAX MID
	 	 	800	 	 	 	166.5	 	 	 	133200	 
	4 PAX AFT
	 	 	800	 	 	 	197.5	 	 	 	158000	 
	BAGGAGE
	 	 	180	 	 	 	235.0	 	 	 	42300	 
	OPERATIONAL WEIGHT
	 	 	10367	 	 	 	196.7	 	 	 	2039196	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FUEL MAIN (JET A)
	 	 	1200	 	 	 	216.7	 	 	 	260040	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GROSS WEIGHT
	 	 	11567	 	 	 	198.8	 	 	 	2299236	 







	3.	 	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.



	 	 	 
	Offshore Logistics, Inc.:

	 	Sikorsky Aircraft Corporation:
	By: /s/ Drury A. Milke

	 	By: /s/ Mick Maurer
	Name: Drury A. Milke

	 	Name: Mick Maurer
	Title: Vice President

	 	Title: Vice President — Commerical Programs
	Date: January 4, 2005

	 	Date: January 5, 2005