exv10w10



 




Exhibit 10.10




AMENDMENT 9 TO S-76 NEW HELICOPTER SALES AGREEMENT

S76TD02065



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.:

	 	9
	 

	 	 





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



			
		 	

Article I is revised as follows:

Helicopter Quantity

Delete: “15 plus optional additions as described below”

Add: “47 plus optional additions as described below”







Scheduled Presentation Date




Firm Aircraft Order




Delete the first sentence: “Three helicopters in each year from 2002 through 2006 (inclusive of
2006).”




*





	 	 	Add to the end of the paragraph: “The Baseline Presentation and Utility Presentation dates for
aircraft 13-47 are as follows”:





Firm Helicopter Quantity/Schedule:

2006: Ten

Scheduled as Follows (referenced Helicopter numbers are cumulative):




*




2007: Ten

Scheduled as Follows:




*




Option 1 Aircraft



Add to the end of the paragraph: “Buyer’s option is deemed exercised by this Amendment 9”.




Option 2 Aircraft




Delete: “Buyer may elect to purchase up to six aircraft in each of the years 2007, 2008”

*




 









 






Aircraft Delivery Deferral — 2006



Buyer may elect to defer completed delivery of aircrafts 19, 20, 21 and 22 for up to 12 months from
their currently scheduled dates. *




Aircraft Delivery Deferral — 2007



Buyer may elect to defer completed delivery of aircrafts 27, 28, 29, 30, 31 and 32 for up to 12
months from their currently scheduled dates. *




Helicopter Unit Price




Delete: “See Table 1”




Add: “See Table 2 in Section III.2.” of Amendment 9




Scheduled Presentation Date, Utility Helicopter




Add: For aircraft 13-47 See Article 1 “FIRM AIRCRAFT ORDER” of this Amendment 9




Payments




Delete: “See Section III”




Add: “See Table 1 Section III.1”




II DESCRIPTION OF SALE




Article II is revised as follows:




1. Sale




Add:





For aircraft 14-47, as well as any subsequently ordered option aircraft,
subject to Article VII.5, Sikorsky shall sell and deliver to the Buyer, and the
Buyer shall purchase from Sikorsky, the Quantity of Sikorsky Model S-76C
Helicopters with Turbomeca 2S2 engines (known as the S-76C++) and equipped with
the items of additional equipment specified in Exhibit A, Part 1 (the
“Helicopter”). The Helicopter shall be accepted at Sikorsky’s designated
facilities in Stratford, CT and title to the Helicopter shall be transferred to
the Buyer. Further, Sikorsky anticipates granting by the FAA of a revised Type
Certificate for the inclusion of the 2S2 engine on the S-76C+. Such
Certification will be accomplished at Sikorsky’s expense, but is a condition
precedent to Sikorsky’s obligation to deliver the Helicopters. In addition, at
Buyer’s option, 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 by Buyer
(similar to that in Exhibit A, Part 2 (the “Utility Helicopter”)). The Buyer
and Sikorsky will make every effort to finalize the final configuration of the
Utility Helicopter twelve months prior to the scheduled Baseline Presentation
Date. Any subsequent configuration changes may have a price impact and
component lead-time impact that may affect the presentation dates in this
Amendment 9. The Helicopter shall be accepted at Sikorsky’s designated
facilities in Stratford, CT. Subsequent to the title transfer, 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 its expense, from Connecticut, to Sikorsky’s
Designated Completion Center in Pennsylvania, via ferry flight. Upon its
arrival at the Designated Completion Center, the Helicopter shall be inducted
into the facility in order to allow the performance of the Completion Services.




	8.	 	*






	9.	 	*




 









 











III PRICE/PAYMENT SCHEDULE




Article III is revised as follows:



III.1.a Price/Payment Schedule Advance Payment

Add: “For firm aircraft 13-47, payment listed in III.1. Table 1 a. or III.1b if Buyer elects to
purchase only Baseline Helicopter the applicable “Advance Payment” shall be due based on the
following scheduled:




*



Replace Table 1 with the following Tables:



*



Replace Table 2 with the following Tables:




*



Add Table 3 — This is for information purposes to show the Price and Escalation based on
aircraft quantities.




*




Adjustment for Additional Quantities 




*




VII HELICOPTER RELATED PROVISIONS




Article VII Paragraph 1 is amended to add the additional sentence:




1. Type Design and Production Approval



As set forth in Article II, paragraph 1 of this Amendment 9, Sikorsky anticipates granting by the
FAA of a revised Type Certificate for the inclusion of the 2S2 engine on the S-76C+ (To be
designated as the S-76C++).



Article VII Paragraph 5 is amended to add the following paragraph:



Provided further, Sikorsky may develop and certify a derivative model of its S-76 helicopter,
herein referred to as “S-76D”; provided further, that Customer wishes to reserve delivery
position(s) for S-76D for delivery in accordance with the delivery schedule in Amendment 9 for
years 2009-2012 and that the terms and conditions, including pricing, performance and delivery
dates may be mutually agreed between the parties pursuant to a future agreement between the
parties; provided further, that no provision in this Agreement represents a binding commitment: (a)
on Sikorsky to develop and certify either the S-76D or any of its features or improvements or (b)
on Buyer to purchase the S-76D or any of its features or


 









 






improvements. Any deliveries dates set
forth herein are estimates only and are subject to completion of the development and certification
contemplated by Sikorsky.




VIII
TRAINING PROVISIONS




Article VIII is amended to add Paragraph 9 as follows





	 	9	 	Flight Control System Maintenance — During the years 2006 through
2008, inclusive, Sikorsky shall provide a bi-annual course for S-76
maintenance training of the Honeywell Digital SPZ 7600 Automatic
Flight Control System. The course will have a duration of
approximately five (5) days and will be conducted in New Iberia,
Louisiana. Should any of the requested course topics require initial
courseware preparation there may be additional lead time or cost
impacts. Should any of the requested course topics require additional
lead time or have a cost impact the Sikorsky shall provide the Buyer
with a proposal detailing the cost or schedule impact. Each class
session will have a maximum of ten students. Each mechanic must have
background experience in one or more of the following categories:
certified (by Federal Aviation Administration [“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. Travel costs to and from the training are
at the expense of the Buyer.





X. ADDITIONAL PRODUCT SUPPORT REQUIREMENTS




Article X is replaced by the following Paragraphs in its entirety:





	1.	 	*
	 
	2.	 	Turbomeca Support By the Hour Program (SBH®) — Sikorsky shall
provide reasonable assistance to Buyer in support of its
discussions with Turbomeca for the purposes of extension of
Buyer’s current (SBH®) Program for 2S1 engines and for the
inclusion of 2S2 engines within that program. It shall be Buyer’s
obligation to complete any required definitive agreements.
	 
	3.	 	Spares Consignment — Sikorsky, through HSI, shall provide to Buyer a
consigned inventory to be held at Buyers facility. The actual
composition of this inventory will be determined by Buyer, from an
initial list of components at Buyers discretion, based on the number
of and utilization of aircraft in the Buyer’s 76 fleet. Buyer will
select the components and quantity levels of each from the previously
mentioned listing. A definitive consignment agreement between OLOG and
H.S.I. will contain all relevant contractual terms and conditions and
will be signed by both parties. The agreement may be adjusted
periodically by the parties to add or subtract “required” and/or “high
usage” items.






	 	a.	 	The Consignment Parts will be stored at Customer’s facility for use by
Customer to support the OLOG fleet. However, at Buyer’s discretion the
consigned parts may be used by Service Provider to support other
operators. The reallocation of Consigned Parts to other operators will
only be required in the event that the other operator is in an AOG
condition. Consignor will provide, with due dispatch, a replacement
Consigned Part at no transportation cost to Consignee. Once the
Consigned Part has been released by Consignee for reallocation,
Consignor shall bear all subsequent costs of transportation and risk
of loss for the Consigned Part. Consignee shall not be charged a
Consigned Parts fee for the part so reallocated from the time it
leaves the Consignee’s facility to the date the replacement part is
received by the Consignee. The consignment will be invoiced on a
monthly basis at a rate of * per annum based on the value of
the consignment at the current CPL selling price of the Consigned
parts in inventory. Repair and Overhaul of items used within the
consignment spares package will be performed by H.S.I under the
aircraft warranty policy or will be sent to H.S.I. for repair at
OLOG’s expense if the aircraft is out of its warranty period.
	 
	 	b.	 	H.S.I. will provide a consignment package(s) of helicopter airframe
spare parts, accessories and components to OLOG at their operating
locations, as required. The consignment period will be nominally two
(2) years to three (3) years duration at each location and none will
extend past OLOG’s initial customer contract or new aircraft warranty
period, whichever is longer
	 
	 	c.	 	*




 









 








4. Third Party Warehouse Status




Will commit to working with OLOG to develop a logistics support and supply
chain plan which integrates Buyers consignment inventory, initial C+, C++
provisioning and overseas warehousing requirements to improve logistic support
capability which OLOG requires to sustain successful operations. Sikorsky will
focus its efforts to support OLOG’s operations in Brazil, Nigeria, the US Gulf
Coast and East and Central Asia. Customer understands that such a plan will
require a committed electronic information infrastructure between the parties
Customer also understands that such a plan may require further investment on
the part of both parties and that the final structure of such a plan must be
mutually agreed to by both parties.




5. Consignment
of High Warranty Drivers



In order to demonstrate our commitment to the S-76C+ and  S-76C++, Sikorsky through its wholly owned subsidiary HSI shall
establish a * consignment of components determined to be High Warranty Drivers. This * consignment
will be located at the customers designated consignment warehouses, which will be mutually determined by
OLOG and Sikorsky. A High Warranty Driver shall be defined as a component that experiences a high rate of removal for cause within the OLOG S-76+ and S-76C++ fleet
within a * interval during the warranty period (removals will be measured by
HSI based on orders placed within a * calendar, starting period is with the
execution of this Agreement. A high rate of removal is defined as a component, excluding
components list below, that causes more than * of aircraft AOG downtime more
than * period or a component that Sikorsky and OLOG mutually agree
is a reliability issue. Once the reliability of a component has been proven so that the
component no longer meets High Warranty Driver criteria, the Buyer’s shall within 30
days return the component to HSI or have the component converted to the Spare Consignment as defined a paragraph 3 above. Gearboxes, Main Rotor Blades, Tail Rotor Blades, Primary Servos
 and Starter Generators are excluded from this program. Sikorsky will always support the product and if any component is proven to have a reliability problem Sikorsky will continue to work with OLOG on an appropriate
logistics plan until the reliability issue is resolved.





6. Access to HSI Inventory Systems






Sikorsky/HSI will establish electronic access to HSI’s inventory system and
weekly scheduled teleconferences with Buyer’s US and UK representatives, to
provide Buyer with a more detailed position with regard to spare component
order status, fill rates, reliability and technical issues, Warranty Drivers,
service bulletins, issues related to Sikorsky sub-contractors.



XI AIRCRAFT AND SPARE PART TRADE INS




Article XI is replaced by the following Paragraphs in its entirety:





Sikorsky shall accept previously purchased Sikorsky helicopters from the Buyer
as trade-in credit toward new helicopter purchases in accordance with the
procedure below. Sikorsky shall accept trade-in aircraft at a rate no greater
than one trade-in per new aircraft delivery. Such trade-in aircraft must be
presented at the time of payment for Completion Services or Baseline Helicopter
delivery should Buyer not purchase completion services. All aircraft trade-ins
must be in airworthy condition and have a valid FAA Certificate of
Airworthiness or have a current Export Certificate of Airworthiness acceptable
to the FAA.



     Inspection and Appraisal



     1. *



     2. *



     3. *



     4. *



     5. *



     6. *



     7.
*



 









 








	8.	When sold, the Sell Price
will be distributed as follows:








a.  
*




b.  Buyer shall be refunded the remaining proceeds from the Sell Price.




c.  If the Trade-in Helicopter is not sold at or above the Cost Basis
(paragraph (a) above), Sikorsky may accept the best-offered
price and

     Buyer will reimburse Sikorsky for the difference between its Cost
Basis (paragraph (a) above) and the Sell Price. In this
event,

     Sikorsky shall share in the at-risk exposure to lower resale by
EXCLUSION from the Cost Basis of the 2.5% of Sell Price and the

     Carrying Cost ( 1/2% per month).




	9.	All potential trade-ins shall be subject to a final pre-buy inspection
by Sikorsky or its designee within 45 days of trade-in and be subject
to the terms and conditions of Sikorsky’s standard Used Helicopter
Purchase Agreement, ((Exhibit (C) to be amended at a later date to
incorporate the parameters detailed herein). Each Trade-in Helicopter
shall be presented at the mutually agreed Delivery Location specified
in Exhibit C, set up and ready for flight.





Understandings:





	 	>>	 	Sikorsky is responsible for re-selling the Trade-in Helicopter
but will pursue qualified sales leads from Buyer (OLOG).
	 
	 	>>	 	Buyer (OLOG) cannot restrict sale to any qualified buyer.
	 
	 	>>	 	Sikorsky will use commercially reasonable efforts to re-sell the
Trade-in Helicopter at the highest price within a 9-month period.
In the case that Sikorsky must sell below the cost basis,
Sikorsky must notify Buyer (OLOG) prior to contracting for such
sale.
	 
	 	>>	 	Buyer’s (OLOG’s) representation and warranties made with respect
to any Trade-in Helicopter, including, without limitation, those
relating to maintenance history and title, shall survive the sale
and Buyer must participate in clearing any maintenance history or
title issues encountered during the resale process to a third
party.






	 	2.	 	Excess S-76A Spares and Rotable Spare Parts
	 
	 	a.	 	Buyer may return up to * per year for credit of serviceable S-76A
spare and rotable spare components. All spares components must have
appropriate documentation to allow H.S.I. to sell to third parties
without having to re-qualify the part and be subject to review and
final approval by H.S.I.
	 
	 	i.	 	On Condition spares in overhauled condition will be valued at *% of
the current year list price ii. On Condition Spares in serviceable
condition will be valued at *% of the current year list price iii.
Life Limited Spares will be prorated based on current year list price.
	 
	 	b.	 	Notwithstanding the above Buyer may return new condition spares parts
for a credit equal to 3% of the buyers aggregate net dollar purchase
of new spare parts in the proceeding year providing the terms and
conditions of Helicopter Supports standard buy back terms are met.





XII OPTIONAL AIRCRAFT CONFIGURATION ITEMS




Article XII is replaced by the following Paragraphs in its entirety:




 








 







	 	1.	 	The Buyer may elect to add components to the aircraft configuration.
Exhibit B1 contains a listing of requested additional aircraft
components and the base year 2006 per aircraft price for incorporation
of each item. The price of each item shall be escalated for out year
delivery in accordance with the escalation rates established in Table
1 of this document. The Buyer shall inform Sikorsky of the inclusion
of any of these options no later than twelve months prior to the
Baseline Presentation Date of the Utility Helicopter for which the
change(s) are intended. Subject to Article II, paragraph 1 of this
Amendment 9, Buyer may request configuration changes in the period
less than twelve months prior to the Baseline Helicopter Presentation
Date, however Sikorsky will need to verify and confirm the lead-time
availability of the requested configuration changes.





Add:





	 	 	 	XIV            References to 2S1 Engines — In all instances not
specifically addressed in this amendment 9 the original
contract language shall be amended to read “2S1 (2S2, for
aircraft 14 and subsequent)”.





Add:





	 	 	 	XV *
	 
	 	 	 	XVI            Additional
Use of Sikorsky Intellectual Property — Buyer shall have the
option, subject to the terms and restrictions relating to the use of
related Sikorsky intellectual property set forth in Exhibit E hereto,
to perform the completion of the Helicopter itself, without the
involvement of Sikorsky. Buyer shall notify Sikorsky of its’
intent to use Sikorsky intellectual property under this Article no
later than the date upon which the Advance Payment for the subject
Helicopter is due.





Add:







	 	 	 	XVII            Reaffirmation — Except as modified above, all of the
provisions of the Agreement as amended remain the same,
and the Agreement as amended, and as modified hereby, is
reaffirmed.





     IN WITNESS WHEREOF, this Amendment No. 9 has been executed by each party’s authorized
representative.



	 	 	 
	OFFSHORE LOGISTICS, INC

	 	SIKORSKY AIRCRAFT CORPORATION
	By: /s/ William E. Chiles

	 	By: /s/ Steve Finger
	Name: William E. Chiles

	 	Name: Steve Finger
	Title: President and CEO

	 	Title: President
	Date: June 14, 2005

	 	Acceptance Date: June 14, 2005






 









 






EXHIBIT A1 TO AMENDMENT 9

S-76 NEW HELICOPTER SALES AGREEMENT

S76TD02965




HELICOPTER CONFIGURATION




Aircraft 14 and Subsequent



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.




BASELINE HELICOPTER




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 Navs,
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(Degree) 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: 3” Backup Airspeed Indicator and Altimeter,
ADI-335D Standby Attitude Indicator with Nav1/Nav2 Select, ELT
100HM, CVR Provisions, Electric Door Locks — Cabin.




Weather Related Systems: Wx Avoidance Radar — Primus 440,
Windshield Washer System, Heated Glass Windshields, and Engine
Inlet Barrier Filter.



End of Configuration




PART 2

OFFSHORE/UTILITY COMPLETION SERVICES




ADDITIONAL AVIONICS ITEMS




30061 Cabin ICS

31025 Speakers — Headliner, Six




PAINTS & FINISHES




50001 Utility Interior Paint Prep & Finish

50011 Utility Exterior Paint Prep & Finish

51015 Custom Aircraft Call Number




INTERIORS




60000 Utility Interior Group, featuring: Hard Panel Utility Interior-Composite Panels with Epoxy

Paint Finish (choice of Gray or Tan) for Aft Cabin Sidewalls and Cabin Entrance Doors, Acoustic

Blanket Treatment, Lightweight Fabric Upholstery with choice of three colors, Nite-Flite

Curtains, Bronze Inner Window Tint for Cabin Sidewall and Cabin Door Windows, Illuminated No

Smoking/Fasten Seat Belt Signs, set of three Cabin Dome Lights with Cockpit Control.

60006 Forward Facing Bench — 2 place (3 Pt Restraint longest possible seat belts) (4 each)

60031 Forward Facing Divan — 4 place (3 Pt Restraint longest possible seat belts)

60086 Collective Guards

77001 Push-out Cabin Windows — Forward Opera

77003 Push-out Cabin Windows — Hinged Door, LH

77004 Push-out Cabin Windows — Hinged Door, RH

77009 Push-out Cabin Windows — Aft Opera




AIRCRAFT ITEMS




83001 Annunciator “Fuel Transfer Feed On”




 









 





83051 Hydraulic Quick Disconnect Relocation

83055 Remove LH Accessory & AC Gen Drives — CSN 76-205




AIRCRAFT ITEMS (continued)




85031 Anti-Collision Light, Red — Top Exchange for Grimes

86001 Approach Plate Holder, Lighted — Pilot

86002 Approach Plate Holder, Lighted — CoPilot

86060 Rotor Pedals Lube Kit

88051 Floats Completion

88076 Cyclic Stick Position Guard



CUSTOMER UNIQUE ITEMS




90001 Exchange Marathon NiCad for Concord Lead Acid Battery

90009 Vertical Pylon Access Panels, CSN-76-207

90011 Three (3) Corrosion Inspection Holes

90016 Life Vest Pouches (remove from fuel deck)

90017 Boarding Card Stowage on ERDA Seats



CUSTOMER UNIQUE ITEMS




90018 Covers and Drains on Flight Manual Holders

90019 Delete Floor Cover and Add Non-Skid

90020 Mobil 291 Engine Oil

90021 L3 CVR (replaces Meggitt SCR500-120)

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

90004 Ground Proximity Warning System Provisions (completion to be performed by Buyer)



EXHIBIT B1 TO AMENDMENT 9

S-76 NEW HELICOPTER SALES AGREEMENT

S76TD02965




ADDITIONAL OPTIONAL AIRCRAFT COMPONENTS AS DEFINED IN SECTION XII Of THIS CONTRACT




*



* Redacted pursuant to request for confidential treatment submitted to SEC on October
___, 2005.