EXHIBIT 10.28


 


CONFIDENTIAL TREATMENT REQUESTED: INFORMATION
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH
“**”.  AN UNREDACTED VERSION OF THIS
DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.


 


 


CONTRACT NO. 139050201


 


 


BETWEEN


 


 


BELL/AGUSTA AEROSPACE COMPANY LLC,


2301 HORIZON DRIVE


POST OFFICE BOX 901073


FORT WORTH, TEXAS 76101


 


 


AND


 


 


OFFSHORE AVIATION INC.


11200 Richmond Avenue, Suite 400


Houston, Texas 77082


 


 


FOR


 


 


TWENTY NEW AB139 HELICOPTERS, SUPPLIES AND
SERVICES


 


 


February 4, 2005


 





















 





 


 


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Index of Contents


 


	
   

  	
   

  	
  Article

  	
   

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  -

  	
   

  	
  Preamble

  	
   

  
	
   

  	
   

  	
  1

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
  Authorized Representative

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
  Contract Effective
  Date

  	
   

  
	
   

  	
   

  	
  4

  	
   

  	
  Scope of the Contract

  	
   

  
	
   

  	
   

  	
  5

  	
   

  	
  Prices and Discounts

  	
   

  
	
   

  	
   

  	
  6

  	
   

  	
  Configuration

  	
   

  
	
   

  	
   

  	
  7

  	
   

  	
  Payment

  	
   

  
	
   

  	
   

  	
  8

  	
   

  	
  Inspection/Acceptance
  and Delivery

  	
   

  
	
   

  	
   

  	
  9

  	
   

  	
  Training

  	
   

  
	
   

  	
   

  	
  10

  	
   

  	
  Technical Support

  	
   

  
	
   

  	
   

  	
  11

  	
   

  	
  Risk of Loss and
  Transfer of Title

  	
   

  
	
   

  	
   

  	
  12

  	
   

  	
  Warranty and Remedy

  	
   

  
	
   

  	
   

  	
  13

  	
   

  	
  Events of Default
  and Termination

  	
   

  
	
   

  	
   

  	
  14

  	
   

  	
  Assignment

  	
   

  
	
   

  	
   

  	
  15

  	
   

  	
  Choice of Law and
  Jurisdiction

  	
   

  
	
   

  	
   

  	
  16

  	
   

  	
  Force
  Majeure

  	
   

  
	
   

  	
   

  	
  17

  	
   

  	
  Taxes

  	
   

  
	
   

  	
   

  	
  18

  	
   

  	
  Responsibility
  for Certain Losses

  	
   

  
	
   

  	
   

  	
  19

  	
   

  	
  Severability and Waiver

  	
   

  
	
   

  	
   

  	
  20

  	
   

  	
  Entire
  Agreement

  	
   

  
	
   

  	
   

  	
  21

  	
   

  	
  Home Office Approval

  	
   

  
	
   

  	
   

  	
  22

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
  23

  	
   

  	
  Survival

  	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  Initials

  



 


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Appendixes


 


	
  1

  	
   

  	
  AB139
  Description and Pricing

  
	
  2

  	
   

  	
  AB139
  ENAC / FAA IFR Configuration

  
	
  3

  	
   

  	
  AB139 Currency
  Selections

  



 


 


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THIS CONTRACT made this 4th day of February, 2005 between
BELL/AGUSTA AEROSPACE COMPANY LLC, whose registered office is at 2301 Horizon
Drive, Fort Worth, Texas 76177 USA, its successors and permitted assigns
(hereinafter called “Seller”) and OFFSHORE
AVIATION INC., with an office at 11200 Richmond Avenue, Suite 400,
Houston, Texas 77082 (hereinafter called “Purchaser”), each or both of which
may be referred to as “Party” or “Parties” respectively.


 


Upon execution of this contract by both Parties, this contract shall
amend and supplement Purchase Agreement No. 139030205 dated February 19,
2003.  In the event of any inconsistency
between this Agreement and Agreement No. 139030205, this Agreement shall
control.


 


WHEREAS


 


In consideration of the premises and mutual agreements hereinafter set
forth, the Parties hereto agree as follows:


 


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1.             DEFINITIONS


 


1.1           The following list of definitions of
terms shall apply except where the context otherwise indicates.


 


“AB139” means the AB139 Medium Twin Engine Helicopter.


 


“Agreement” means this Contract No. 139050201 and all of its
attachments and enclosures.


 


“Contract Effective Date” means the date of coming
into force by both Parties of this Contract in accordance with Article 3.1
herein.


 


“Delivery” as such term is defined in Article 8.


 


“Enclosures” means the Appendixes attached to this
Contract, which form a legally binding part of this Contract.


 


“Export Certificate of Airworthiness” means the standard issued
Export Certificate of Airworthiness for the Aircraft or Certificate of
Conformity for additional equipment, spare parts and loose items as may be
applicable.


 


“Ex Works” means as defined in the International Chamber of
Commerce INCOTERMS (2000).


 


“Acceptance” means the Purchaser’s
acceptance of the Helicopter by signing the BELL/AGUSTA AEROSPACE COMPANY LLC.
Acceptance Certificate.


 


“Parties” means each of the parties
to this Contract and the term “Party” shall mean any one of them.


 


“Week” means a period of seven consecutive days.


 


“Month” means calendar month.


 


“PDM” means projected month of delivery.


 


“PDQ” means projected calendar
quarter of delivery.


 


1.2           Words in the singular number include the
plural and words in the plural number include the singular unless the contrary
intention appears.


 


1.3           Words importing a gender include every other gender
unless the contrary intention appears.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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2.             AUTHORIZED REPRESENTATIVE


 


2.1           The parties represent and warrant that their
respective signatories hereon are duly authorized.


 


3.             CONTRACT EFFECTIVE DATE (CED)


 


3.1           The effective date shall be the date of signature on
this Agreement by the duly authorized representatives of both Parties.


 


4.             SCOPE OF THE CONTRACT


 


4.1           Seller agrees to sell and Purchaser
agrees to purchase twenty (20) AB139 medium twin-engine helicopters
manufactured to Seller’s civil certified and current production configuration
in accordance with the terms and conditions of this Agreement.  The AB139 medium twin-engine helicopter
configured for IFR along with Installed Accessories and Customizing (together
the “AB139”) and other materials and services specified in this Agreement are
to be provided in the quantities and at the agreed unit and total prices and
delivered within the periods as set forth in Article 8.2 hereof.  ENAC / FAA AB139 Medium Twin-Engine IFR
Helicopter current production configuration is attached to this agreement as
Appendix 2.


 


5.             PRICES AND DISCOUNTS


 


The agreed unit and total prices set forth herein are stated in both
U.S. Dollars and Euros.  Purchaser has
the option to provide funding for this purchase in either U.S. Dollars or Euros
for each aircraft.  Purchaser must select
a funding currency in Appendix 3, for the selected aircraft within ten (10) days
of executing this Agreement.  If a
currency selection is not made within ten (10) days of executing this
agreement, then the U.S. Dollar shall be the currency of choice.  Unless specifically stated elsewhere herein,
all US Dollar to Euro conversion rates for any standard or optional equipment,
or any subsequent pricing changes, excluding any customization or substantial
configuration changes, as may be provided for herein, shall be at 1.3 to 1.


 


5.1           Pricing:


 


5.1.1        U.S. Dollars


 


Based on Purchaser’s twenty (20) aircraft commitment, the Parties agree
to a firm fixed price for each Standard AB139 aircraft as identified in
Appendix 1, of **********************************************************************  The Parties also agree to a firm fixed price
for each of the Additional Installed Equipment as identified in Appendix 2 of ************************
*************************************** Total firm fixed price offered for each
Standard AB139 aircraft with the Additional Installed Equipment is


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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**********************************************************************.


 


5.1.2        Euros


 


Based on Purchaser’s twenty (20) aircraft commitment, the Parties agree
to a firm fixed price for each Standard AB139 aircraft as identified in
Appendix 1, of ***************************************************** ***********.
The Parties also agree to a firm fixed price for each of the Additional
Installed Equipment as identified in Appendix 2 of *****************************
***************************.  Total firm
fixed price offered for each Standard AB139 aircraft with the Additional
Installed Equipment is********************* ********************************************.


 


5.2           Discounts:


 


In consideration of Purchaser’s commitment to the acquisition of twenty
(20) AB139 aircraft to be delivered within five (5) years after execution of
this Agreement, a firm fixed price discount has been agreed to as follows:


 


5.2.1        U.S. Dollars


 


Aircraft 1 through 5:


Price of **************************************************** ******* per
aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of *******************************************************
************************, as may be adjusted by mutual agreement in the
determination of final configuration.


 


Aircraft 6 through 10:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of
*******************************************************
************************, as may be adjusted by mutual agreement in the
determination of final configuration.


 


Aircraft 11 through 15:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of
*******************************************************
************************, as may be adjusted by mutual agreement in the
determination of final configuration.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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Aircraft 16 through 20:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of
*******************************************************
************************, as may be adjusted by mutual agreement in the
determination of final configuration.


 


Therefore, the total price offered for the twenty (20) AB139s is
$195,087,600USD (One Hundred Ninety Five Million Eighty Seven Thousand and Six
Hundred U.S. Dollars).


 


5.2.2        Euros


 


Aircraft 1 through 5:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
*******************************************to a revised price of *** ************************************************************
*****, as may be adjusted by mutual agreement in the determination of final
configuration.


 


Aircraft 6 through 10:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of
******************************************************* ***************, as may
be adjusted by mutual agreement in the determination of final configuration.


 


Aircraft 11 through 15:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of
******************************************************* ***************, as may
be adjusted by mutual agreement in the determination of final configuration.


 


Aircraft 16 through 20:


Price of **************************************************** *******
per aircraft reduced by **% (*** percent) discount, or ***********
**************************************************** to a revised price of
******************************************************* **********, as may be adjusted
by mutual agreement in the determination of final configuration.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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Therefore, the total price offered for the twenty (20) AB139s is Euro
150,343,600(One Hundred Fifty Million Three Hundred Forty-three Thousand and
Six Hundred Euro).


 


5.3           “Favored” Pricing:


 


In the event Seller enters into an agreement, within *********** after
execution of this contract, to sell to a commercial third party (i.e., not a
government unit) between 15-25 AB139’s with substantially the same sales
structure (including term and discount) set forth herein and substantially the
same configuration definition initially provided by Purchaser pursuant to
Appendix 2 hereof at a total net price less than the net price set forth in
Appendix 1 hereof, Seller shall provide Purchaser with notice of such agreement
and adjust the discounts set forth in paragraph 5.2 to give Purchaser the same
total net price as given to the third party.


 


6.             CONFIGURATION


 


6.1           Configuration Definition:


 


Seller shall provide the projected calendar quarter of delivery (PDQ)
no later than eighteen (18) months prior to expected delivery date for each
aircraft.  Purchaser shall confirm to
Seller the final aircraft configuration required twelve (12) months prior to
the PDQ.  Seller’s receipt of the
configuration within the specified time shall be a condition precedent to
Seller’s delivery obligation hereunder. 
In the event Purchaser fails to provide such information by the date
specified, Seller shall have the right to reasonably adjust the delivery date
and price accordingly.


 


6.2           Purchaser’s Requested Changes:


 


All Purchaser’s requested configuration changes departing from the
configuration provided in Appendix 2 are subject to an adjustment to the Total
Purchase Price of the particular AB139 and if applicable to the projected month
of delivery (PDM) provided, however, that if Purchaser deletes any of the
optional accessories in Appendix 1 that Purchaser will receive a purchase price
credit for the accessory deleted.  Any
deletions of standard items shall be at no cost to Purchaser.


 


6.3           Mandated Changes:


 


Specification and/or configuration changes may be made at any time by
Seller to conform to regulations of the U.S. Federal Aviation (FAA), Italian
Airworthiness Authority (ENAC) or other applicable civil aviation authorities
or to Seller’s current manufacturing or engineering requirements without the
consent of


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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Purchaser. In the event a
conforming specification or configuration change is mandated as specified above
and such change affects the PDM, then Seller shall be entitled to re-specify
the PDM, without any liability whatsoever, taking into account the projected
delays in PDM that would result from such mandated specification or
configuration changes. It is further provided, however, that in the event any
of said changes result in a PDM delay of greater than ninety (90) days, or if
said changes result in a material or detrimental change to the original
operational characteristics including, but not limited to airspeed or MGTOW as
defined in the flight manual of the aircraft, then Purchaser may exercise in
writing a right to terminate this Agreement and receive a full refund of any
deposits paid for any undelivered aircraft. Upon exercise of said right to
terminate by Purchaser, the parties may negotiate for a thirty (30) day period
in an effort to reach a resolution of the issue. Barring any agreement, Purchaser’s
notice of termination will prevail and Purchaser shall receive a full refund of
any deposits paid and this Agreement will terminate with no further liability
of either party to the other.


 


7.             PAYMENT


 


7.1           Deposits:


 


Upon execution hereof, Purchaser shall pay to Seller nonrefundable
(except as provided elsewhere in this Agreement) deposits in the amount set
forth below in accordance to the schedule set forth herein.  The payment shall be made in either U.S.
dollars or Euros as elected by the Purchaser, by certified check, bank cashier’s
check, wire transfer, or such other negotiable instruments as may be acceptable
to Seller. If Seller does not receive deposit within thirty (30) calendar days
of scheduled payment date (see Appendix 3), Seller has the right to cancel this
Agreement.


 


	
  Deposit
  #1

  	
   

  	
  $ ********

  	
   

  	
  Upon
  execution of this Agreement

  
	
  Deposit
  #2

  	
   

  	
  $ ********

  	
   

  	
  Twelve
  (12) months prior to PDM

  
	
  TOTAL
  DEPOSITS

  	
   

  	
  $ ********

  	
   

  	
   

  



 


Seller is in receipt of
********************************************** 
********** Deposits #1 from Purchaser for aircraft numbers 1 through 20
for a total amount of ***********************************.


 


Seller is also in receipt of two Deposits #2 for aircraft numbers 1 and
2 scheduled for Y2005 delivery in the amount of *******************************
******************************* each for a total amount of *****************************************************.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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In addition, Seller is in receipt of two *****************************
********* additional Deposits from Purchaser for aircraft numbers 1 and 2 for a
total amount of *****************************.


 


In summary, Seller in is receipt of nonrefundable (except as provided
elsewhere in this Agreement) deposits in the total amount of *********************
**************************** for twenty (20) AB139 aircraft.


 


7.2           Payments made by wire transfer shall be
sent to:


 


JPMorgan Chase Bank of Texas

Bell/Agusta Aerospace Company LLC

Account No. 07303032620

ABA No. 113000609

201 Main Street

Fort Worth, Texas, U.S.A. 76102


 


7.3           Balance of Payment:


 


Unless otherwise agreed by the Parties as specified below, Purchaser
shall pay the balance of the Total Purchase Price (hereinafter referred to as “Balance
of Payment”), as set forth in Appendix 1, by certified or bank cashier’s check
delivered by Purchaser to Seller at Seller’s address specified above, or by
wire transfer to the bank account specified in Article 7.2 above.
Alternately, the Balance of Payment can be made by an irrevocable letter of
credit in accordance with the terms set forth below. Such payment shall be made
at the time of Acceptance of the AB139 as specified in Article 8.1 below.
If the Balance of Payment is not made at the time of Acceptance, Seller may
impose a late payment charge for each day of delay. The late payment charge
will be the prime interest rate in effect at JPMorgan Chase Bank New York, New
York plus 5.0 percentage points.


 


7.4           Irrevocable Letter of Credit:


 


If the Balance of Payment is to be made by an irrevocable letter of
credit, the letter of credit shall be issued three (3) months prior to the PDM.
The letter of credit shall be confirmed by a United States bank and payable in
United States dollars (or Euros, as applicable), to be effective at least two
(2) months before the PDM and shall continue to be effective for a minimum of
two (2) months thereafter. Said letter of credit shall be subject to the
approval of Seller and interpreted under the current Uniform Customs and Practice
for Documentary Credits published by the International Chamber of Commerce.
Additional restrictions or delivery terms not contained herein shall not be
included in the letter of credit. All related bank charges shall be for the
account of Purchaser.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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Payment to Seller under the letter of credit shall be made upon
presentation to the bank of the following documents:


 


7.4.1        One (1) original and three (3) signed
copies of Seller’s commercial invoices, certified as required; and


 


7.4.2        In the case of fly-away delivery, a copy
of an executed Certificate of Acceptance or Certificate of Acceptance with
Waiver of Inspection, as appropriate; or


 


7.4.3        In the case of shipment by ocean or
airfreight, a copy of an ocean/airway bill of lading evidencing shipment via
commercial carrier.


 


8.             INSPECTION/ACCEPTANCE AND DELIVERY


 


8.1           Inspection and Acceptance:


 


The PDQ in which the AB139 shall be available for inspection,
acceptance and delivery will be provided to Purchaser no later than eighteen
(18) months prior to expected delivery time. Seller will provide the PDM to
Purchaser no later than twelve (12) months prior to PDQ. The actual delivery
date will be confirmed no later than sixty (60) days before the PDM. The AB139
shall be inspected and accepted by Purchaser at Seller’s designated facility
agreeable to Purchaser.  If inspection
and acceptance takes place in Italy, Seller will bear all expenses for shipment
of the aircraft to the United States for final delivery, and will bear all risk
of loss during transit.  At least fifteen
(15) calendar days prior to the date when the AB139 is ready for inspection,
Seller shall give Purchaser written notice of the date and location the AB139
will be available for inspection (hereinafter the “Inspection Date”). No later
than ten (10) calendar days following the Inspection Date, an authorized and
qualified representative of Purchaser shall either (i) inspect and flight test
the AB139 at Seller’s designated facility agreeable to Purchaser and, if the
AB139 is in compliance with the terms of this Agreement, execute Seller’s
Certificate of Acceptance of the AB139 or (ii) execute and transmit by fax a
Certificate of Acceptance with Waiver of Inspection for the AB139. In the event
the AB139 is not in compliance with this Agreement, Purchaser shall specify to
Seller in writing any deficiencies with the AB139. Following cure of such
deficiencies, the Parties shall continue the acceptance procedures.


 


Execution of the Certificate of Acceptance or Certificate of Acceptance
with Waiver of Inspection, as applicable, shall constitute acceptance (“Acceptance”)
of the AB139 by Purchaser. If Purchaser fails to complete either (i) or (ii)
above within the ten (10) calendar day period specified above for reasons not
attributable to Seller, Seller shall have the option to terminate this
Agreement as per Article 13.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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Acceptance of the AB139 by Purchaser shall constitute Purchaser’s
agreement that the AB139 conforms to the specification, standards and
requirements of this Agreement. The date the Certificate of Acceptance or
Certificate of Acceptance with Waiver of Inspection is executed by Purchaser shall
be deemed to be the “Acceptance Date.”


 


8.2           Delivery:


 


Seller shall deliver to Purchaser all AB139s in the United States at a
Seller’s designated facility, which is agreeable to Purchaser.  Such agreement shall not be unreasonably
withheld.  Deliveries shall be in
accordance with the general schedule below.  Detailed delivery dates shall be defined and
mutually agreed twelve (12) months prior to that delivery.


 




	
  Year

  	
   

  	
  Qty. AB139

  	
   

  
	
  2005

  	
   

  	
  2

  	
   

  
	
  2006

  	
   

  	
  3

  	
   

  
	
  2007

  	
   

  	
  5

  	
   

  
	
  2008

  	
   

  	
  5

  	
   

  
	
  2009

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
  20

  	
   

  






 


9.             TRAINING


 


9.1           Pilot and Maintenance Technician
Training:


 


Training classes for two (2) Pilots and two (2) Maintenance Technicians
are allocated and included in the selling price of each AB139 aircraft.  For the purpose of this twenty (20) AB139
purchase, this equates to forty (40) Pilot and forty (40) Maintenance
Technician training classes.  If
Purchaser desires alternative training allocations for more pilot training
rather than maintenance technician training, these allocations can be adjusted
by substituting three (3) Maintenance Technician training classes for one (1)
Pilot training class.  Pilot training
will be accomplished using the Purchaser’s AB139, and both pilot and
maintenance training will be provided at a Seller training center.  These classes are scheduled to be conducted
at Seller’s training facility in Somma Lombardo, Italy.  Future training classes may be conducted at
other facilities designated by the Seller if and when the Seller determines
that they are available.  Purchaser may
arrange any of the allocated training slots as required, provided scheduled
slots are available.  However completion
of training contained in this offer, shall be no later than twelve (12) months
after delivery of Purchaser’s final AB139 aircraft as defined herein.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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9.2           Full Flight Simulator (FFS):


 


The AB139 Full Flight Simulator (FFS) is scheduled to be available for
use early 2007, in the Seller’s training facility in Sesto Calende, Italy.  When the FFS becomes operational, Purchaser
will have the option of any remaining pilot training to be accomplished in the
simulator subject to a mutually agreeable schedule.  The addition and/or substitution of standard
training with the simulator training shall be based on a mutually acceptable
agreement.


 


10.          TECHNICAL SUPPORT


 


10.1         Technical Representation:


 


Seller shall ensure that at least one of its regional technical
representatives, responsible for the US Gulf Coast area, will be trained on the
AB139 and will be available to provide support at Seller’s cost and expense, to
Purchaser’s AB139 fleet in the U.S. Gulf of Mexico operating area for a time
not less than one (1) year and not more than five (5) years, as reasonably
required by Purchaser.


 


10.2         Spare Parts:


 


Seller’s primary spares distribution point will be from its Fort Worth,
TX facility.  All major components will
be available from this facility.  Seller
will also position as necessary, additional and agreed to components and parts
at the Bell Helicopter facility located in Broussard, LA.


 


If Purchaser, or one of its designated subsidiaries, becomes an
authorized Seller Customer Service Center (CSC) a fifteen percent (15%) fleet
discount on spare parts and special tools will be applicable.  As a Seller CSC, Purchaser will be accorded
the maximum spare parts discount in effect with Seller CSC’s.  In addition to the above, Purchaser shall be
afforded the opportunity to become authorized to perform component overhaul.


 


10.3         Aircraft on Ground (AOG) Commitment:


 


Seller is committed to providing support to all Purchaser AB139s, in an
“Aircraft on Ground” (AOG) condition, operating on customer contracts.  This support will ***********************************************
*************************************. 
If Seller is not able to provide within forty-eight (48) hours after
receipt of formal notification via the web based or telephone VISTA system, to
the Seller Customer Support Center, a Seller part for a Purchaser operational
AB139 that is AOG and ************************************** **********************************************
**************************, then Seller agrees to ********************* ***************************************************************



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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*************************************************************** ******************************
per any one month.  *************** by
Seller as a result of this AOG Commitment will be applied as ******** *********************************************************,
at Purchaser’s election.  ************** ***************************************************************.


 


10.4         FAA MGTOW Increase:


 


The present FAA certified AB139 Maximum Gross Take-off Weight (MGTOW)
is 13,228 lbs.  It is expected that a
MGTOW increase to 14,110 lbs. will be certified by June 30, 2006.  If this certification is not achieved by this
date, Purchaser will have the option to 1) continue to accept aircraft
deliveries at the initial MGTOW, or 2) defer deliveries scheduled on or after June 30, 2006,
until the higher MGTOW certification is achieved, without any adjustment in the
originally agreed-to contract pricing structure.  At that time, deliveries of remaining AB139s
shall resume.  It is further provided
that if (2) is selected by Purchaser, and if the higher MGTOW certification has
not been achieved by September 30, 2006, then Purchaser may elect to, and
shall give notice to Seller, of Purchaser’s termination of this contract for
any remaining aircraft that have not been delivered, after which the parties
will negotiate for a thirty (30) day period in an effort to reach an
accommodation on the MGTOW issue. Barring an agreement within that time period
to resolve the issue, Purchaser’s notice of termination will become effective
at the end of said thirty (30) day period and Purchaser shall be entitled to a
refund of all deposits paid on all undelivered aircraft and this Agreement will
terminate with no further liability of either party to the other.


 


11.          RISK OF LOSS AND TRANSFER OF TITLE


 


Upon receipt by Seller of Purchaser’s signed Certificate of Acceptance
or Certificate of Acceptance with Waiver of Inspection, risk of loss of the
AB139 shall pass to Purchaser (except as provided in Article 8.1
hereof).  Upon receipt of the Total
Purchase Price of the AB139, Seller shall transfer title of the AB139 to the
Purchaser free and clear of any and all liens, privileges, encumbrances,
charges and rights of others.


 


12.          WARRANTY AND REMEDY


 


12.1         Directives and/or Service:


 


Any airframe related parts and labor required to comply with any
airframe Airworthiness Directives and/or Airframe Service Bulletins occurring
during the Warranty period will be covered by the Warranty.  (Labor is considered to be what is reasonable
in number of hours per Airworthiness Directive and/or Airframe Service Bulletin
and at a rate not more than $50.00 per hour.)


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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12.2         Component Assurance Program (CAP) Buy-In
by Purchaser:


 


Purchaser may elect to buy in to the CAP program **********************************************.  Said buy-in will be based on the number of
flight hours on each aircraft multiplied by the then applicable CAP rate.  The Parties shall mutually agree to terms and
conditions governing the CAP programs.


 


12.3         Warranty:


 


No later than twelve (12) months prior to the PDQ for each aircraft,
Purchaser shall elect one of the following helicopter warranty options for that
aircraft, which will follow the aircraft if Purchaser sells or transfers same
prior to expiration of the applicable warranty.


 


o Three (3) years/2000 hours non-prorated, whichever occurs first 

The Seller warrants each new commercial AB139 aircraft to be free from defect
in material or workmanship under normal use and service. Seller’s sole
obligation under this warranty is limited to the replacement or repair of parts
which are determined to Seller’s reasonable satisfaction to have been defective
within 2,000 flight hours of operation or three (3) years after delivery,
whichever occurs first and reimbursement of reasonable freight charges.  During the first 300 flight hours of use,
Seller will reimburse the Purchaser for labor charges associated with warranty
related issues, but not thereafter. 
Spare parts installed as warranty replacement on aircraft, which are
covered, by this new AB139 commercial aircraft warranty, will be warranted for
the balance of the original ship warranty. 
Defective parts must be reported in writing to the Seller’s warranty
administration within 90 days of being found defective.  Warranty adjustment is contingent upon the
Purchaser complying with Seller’s warranty administration disposition
instructions for defective parts. 
Failure to comply with all of the terms of this paragraph may, at Seller’s
sole option, void the warranty for such part or parts.


 


o Three (3) years/3000 hours Prorated, whichever occurs first 

The Seller warrants each new AB139 commercial aircraft to be free from defect
in material or workmanship under normal use and service.  Seller’s sole obligation under this warranty
is limited to replacement or repair of parts which are determined to Seller’s
reasonable satisfaction to have been defective within 3,000 flight hours of
operation or three (3) years after delivery, whichever occurs first and
reimbursement of reasonable freight charges. 
During the first 300 flight hours of use, Seller will reimburse the
Purchaser for labor charges associated with warranty related issues, but not
thereafter.  After 300 flight hours of
use, there will be a prorated charge to the Purchaser for replacement parts
(prorating the hours of total use against the then applicable part life or
3,000 flight hours, whichever is the lesser). 
Spare parts installed as warranty replacement on aircraft which are
covered by this new AB139 commercial


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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aircraft warranty will be warranted for the balance of the original
ship warranty or for the commercial spare parts warranty, whichever is the
greater.  Defective parts must be
reported in writing to Seller’s warranty administration within 90 days of being
found defective.  Warranty adjustment is
contingent upon the Purchaser complying with Seller’s warranty administration
disposition instructions for defective parts. 
Failure to comply with all of the terms of this paragraph may, at Seller’s
sole option, void the warranty for such part or parts.


 


The following terms and conditions apply to both warranty options:


 


THIS WARRANTY IS GIVEN AND ACCEPTED IN PLACE OF (i) ALL OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
IN CONTRACT OR IN TORT (DELICT), INCLUDING PRODUCT LIABILITIES BASED UPON
STRICT LIABILITY, NEGLIGENCE, OR IMPLIED WARRANTY IN LAW AND PURCHASER HEREBY
WAIVES SUCH RIGHTS AND CLAIMS.


 


This warranty is the only warranty made by Seller.  The Purchaser’s sole remedy for a breach of
this warranty or any defect in a part is the repair or replacement of aircraft
parts and reimbursement of reasonable freight charges as provided herein.  Seller excludes liability, whether as a
result of a breach of contract or warranty, negligence or strict product
liability, for incidental or consequential damages, including, but not limited
to, damage to the aircraft or other property, costs and expenses resulting from
required changes or modifications to aircraft components and assemblies,
changes in retirement lives and overhaul periods, local customs fees and taxes,
and costs or expenses for commercial losses or lost profits due to loss of use
or grounding of aircraft or otherwise.


 


Seller makes no warranty and disclaims all liability in contract or in
tort (delict), including, without limitation, negligence and strict tort
(delictual) liability with respect to work performed by third parties at
Purchaser’s request and with respect to engines, engine accessories, batteries,
radios, avionics, and Purchaser-furnished equipment, or equipment manufactured
by others and installed at Purchaser’s request. 
For each of the aforementioned items, Seller assigns to Purchaser the
original manufacturer’s warranty and agrees to administer on Purchaser’s behalf
each manufacturer’s warranty to the extent such manufacturer’s warranty exists
and is assignable.


 


This warranty shall not apply to any aircraft or part thereof which has
been repaired or altered outside Seller’s factory in any way so as, in Seller’s
sole judgment, to affect its stability, safety or reliability, or which has
been subject to misuse, negligence or accident. 
Repairs and alterations which use or incorporate


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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parts and components other than Seller genuine parts, or parts approved
by Seller for direct acquisition from sources other than Seller itself are not
warranted by Seller, and this warranty shall be void to the extent that such
repairs and alterations, in Seller’s sole judgment, affect the stability,
safety or reliability of the aircraft or any part thereof, or damage Seller
genuine parts or Seller approved parts. 
No person, corporation or organization, including Seller Service
Facilities, is authorized by Seller to assume for it any other liability in
connection with the sale of its aircraft and parts, nor to make any warranties
beyond the foregoing warranty nor to change any of the terms hereof.  No statement, whether written or oral, made
by any person, corporation or organization including Seller Service Facilities
may be taken as a warranty nor will it bind Seller.


 


13.          EVENTS OF DEFAULT AND TERMINATION


 


Except as may be set forth elsewhere in this Agreement or in this
paragraph, and except in the event of a material breach hereof by Seller, in
the event that this Agreement is (1) breached, cancelled or terminated by
Purchaser for any cause whatsoever, or (2) Purchaser fails to pay the deposits
or balances due of the Total Purchase Price on the AB139, or any other charges
for which it is responsible under this Agreement when due or other obligations,
then Seller shall have the right to terminate this Agreement and retain all
payments previously made by Purchaser as liquidated damages but not as a
penalty. If Seller so terminates, then Purchaser shall have no further
liability of any kind to Seller. It is provided however, and notwithstanding
any language herein to the contrary, that Purchaser shall at all times have the
unqualified right to terminate this Agreement at any time and for any reason
with regard to any undelivered aircraft, at which time Purchaser’s only
obligation and sole liability to Seller shall be a forfeiture of any deposits
that have been paid to Seller for any undelivered aircraft.


 


14.          ASSIGNMENT


 


No right, title or interest under this Agreement or portion thereof may
be assigned by Purchaser without the written consent of Seller.  However, right, title or interest under this
Agreement or portion thereof, or with regard to any particular aircraft to be
delivered hereunder, may be assigned by Purchaser to an affiliate company of
the Purchaser without the written consent of the Seller provided that Purchaser
will notify Seller of any such assignment in writing.  An affiliate company of the Purchaser is
defined as a company in which the Purchaser ownership is fifty percent (50%) or
greater.  Seller may assign its rights
hereunder in its sole discretion for any purpose including without limitation,
for financing purposes.


 


15.          CHOICE OF LAW AND JURISDICTION


 


This Agreement and any dispute arising under, out of, or related in any
way to this Agreement or the legal relationship between Seller and Purchaser
shall be governed and


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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17





















 


construed exclusively under the laws of the State of Texas, USA
exclusive of conflicts of laws.  Seller
and Purchaser hereby agree that any dispute arising under, out of, or related
in any way to this Agreement or the legal relationship between Seller and
Purchaser shall be filed only in (a) the Courts of General Jurisdiction of the
State of Texas in the County of Tarrant, (b) the Federal District Court for the
Northern District of Texas, Fort Worth Division, or (c) the state or federal
courts for Louisiana, Calcasieu parish. 
Seller and Purchaser hereby agree that the above sets forth the sole and
exclusive jurisdictions and venues in which any lawsuit arising under, out of,
or related to this Agreement may be filed.


 


16.          FORCE MAJEURE


 


If the Seller shall be unable to perform its obligations under this
Agreement because of the intervention of a Force Majeure, such as riots,
epidemics, wars, unforeseeable governmental regulations, fires, acts of God, or
other similar causes beyond its reasonable control, Seller shall not be responsible for
delays in delivery or performance under this Agreement. Seller shall give
reasonable notice to Purchaser upon the occurrence of such an excusable
delay.  If a delay in delivery or
performance extends beyond 90 days from the PDM, either party may cancel this
Agreement with respect to such aircraft, whereupon the sole liability of the
Seller to Purchaser shall be to return any payments made by Purchaser as to the
aircraft covered by such PDM.  It is
provided, however, that before said cancellation will become effective, the
parties will negotiate for a period of thirty (30) days in an attempt to
resolve the issue.  Barring any
resolution, this Agreement will be cancelled. 
Strikes, lockouts, labor disturbances, difficulty in obtaining parts or
raw materials, FAA/ENAC civil aviation certification problems or failure of
performance of subcontractors shall not be an acceptable Force Majeure event.


 


17.          TAXES


 


The price of the AB139 does not include any sales, use, personal
property, value-added, excise or similar tax or assessments which may be
imposed by any governmental authority upon this sales transaction, the Aircraft
or the use of the Aircraft by Purchaser. 
Purchaser agrees to pay and indemnify Seller against such taxes or
assessments (including interest or penalties that may arise from nonpayment),
if any, as well as any withholding taxes or other assessments by any
governmental authority so that in all instances Seller receives payment (after
any taxes or assessments) equal to the Total Purchase Price.  Purchaser shall not be liable for any
customs, duties, or similar assessments or levies which may be necessary to
bring the aircraft to the United States. 
Purchaser agrees to execute any documentation necessary to avoid the
imposition of or receive exemption from applicable taxes.  These provisions shall inure to any successor
or assignee of Purchaser and shall survive until six (6) months after the
expiration of any applicable statute of limitations.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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18.          RESPONSIBILITY FOR CERTAIN LOSSES


 


Neither party shall hold the other responsible for loss or damage to
its property or injury to or death of its employees, agents, or representatives
at the facilities of the other party in the course of performing this
Agreement, except as a result of the other party’s gross negligence or willful
misconduct.  The foregoing applies, without
limitation, to losses caused by mechanical defects, parts failure or accidents.


 


19.          SEVERABILITY AND WAIVER


 


If any provision of this Agreement is or becomes null or unenforceable
by force of law, the other provisions shall remain valid and enforceable.  Waiver of one provision or default by either
party shall not act as waiver of any other provision or default.


 


20.          ENTIRE AGREEMENT


 


This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements, representations, negotiations, proposals or
discussions between the Parties with respect to the subject matter hereof.  No modification or supplement hereto shall be
effective unless in writing and signed by both Parties.


 


21.          HOME OFFICE APPROVAL


 


This Agreement shall not become effective until accepted by Seller at
its home offices in Fort Worth, Texas, U.S.A. subject to the terms and
conditions set forth herein.  This
Agreement shall be deemed to be executed on the date it is accepted by Seller,
provided that the Seller has received deposit #1 from Purchaser.  If Seller has not received deposit #1 at such
time, then this Agreement shall be deemed to be executed on the date Seller
receives deposit #1 from Purchaser.


 


22.          NOTICES


 


Any notice to be given under this Agreement shall be delivered by
facsimile, e-mail, and courier or by registered or first class mail.  All notices delivered hereunder shall be
deemed given on the date they are transmitted or placed in the hands of the post
or courier for delivery, as appropriate. 
All notices shall be given to the addresses set forth in the first
paragraph of this Agreement unless otherwise specified by the Parties in
writing.


 


23.          SURVIVAL


 


The terms, conditions, obligations, and covenants contained in Articles
5, 8, 9, 10, 11, 12, 14, 15, 17, 18, and Appendix 2(3) shall survive any
termination or cancellation of this Agreement.


 


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19





















 


	
  SELLER

  	
  PURCHASER

  
	
  BELL/AGUSTA
  AEROSPACE COMPANY LLC

  	
  OFFSHORE
  AVIATION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Louis P. Bartolotta, Jr.

  	
   

  	
  By:

  	
   /s/ Ed Washecka

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
  Louis P. Bartolotta, Jr.

  	
   

  	
   

  	
  Ed Washecka

  	
   

  
	
   

  	
  (Type or Print Name)

  	
   

  	
   

  	
  (Type or Print Name)

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  	
  Title:
  

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  February 4, 2004

  	
   

  	
  Date:

  	
  February 4, 2004

  	
   

  
	
   

  	
  (Month, Day, Year)

  	
   

  	
   

  	
  (Month, Day, Year)

  	
   

  
								



 


 


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APPENDIX 1 – AB139 DESCRIPTION AND PRICING


 


	
  Item
  #

  	
   

  	
  (#1-5)

  Quantity

  	
   

  	
  Description

  	
   

  	
  Wght

  lbs.

  	
   

  	
  Unit Price

  FFP

  	
   

  	
  Total Price

  FFP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  5

  	
   

  	
  AB139 medium twin Engine helicopter in standard ENAC/FAA IFR
  configuration Fly-Away Factory. ENAC/FAA AB139 Medium Twin Engine IFR
  Helicopter configuration is attached to this agreement as Appendix 2.

  	
   

  	
  8453.0

  	
   

  	
  *********

  	
   

  	
  *********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  5

  	
   

  	
  Accessories Installed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Air Conditioning System

  	
   

  	
  160.1

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Automatic Deployable ELT

  	
   

  	
  15.5

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Autopilot 4 Axis

  	
   

  	
  0.0

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Cockpit Voice & Data Recorder

  	
   

  	
  24.3

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (provisions)

  	
   

  	
  17.6

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (removable parts)

  	
   

  	
  149.9

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HEELS

  	
   

  	
  11.0

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HUMS

  	
   

  	
  27.1

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Life rafts (2)

  	
   

  	
  218.7

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TCAS I Bendix King

  	
   

  	
  33.1

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  



 


 


	
  Contract No. 139050201

  	
   

  	
   

  	
   

  
	
   

  	
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1-1





















 


	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (kit)

  	
   

  	
  18.1

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (provisions)

  	
   

  	
  2.4

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  677.8

  	
   

  	
  **********

  ********** 

  	
   

  	
  **********

  ********** 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
  Customizing:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
  To be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
  Other Materials and Services:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL PURCHASE PRICE ********************************
  *********************************************************

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ***********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  Item
  #

  	
   

  	
  (#6-10)

  Quantity

  	
   

  	
  Description

  	
   

  	
  Wght

  lbs.

  	
   

  	
  Unit Price

  FFP

  	
   

  	
  Total Price

  FFP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  5

  	
   

  	
  AB139
  medium twin Engine helicopter in standard ENAC/FAA IFR configuration Fly-Away
  Factory. ENAC/FAA AB139 Medium Twin Engine IFR Helicopter configuration is
  attached to this agreement as Appendix 2.

  	
   

  	
  8453.0

  	
   

  	
  **********

  	
   

  	
  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  5

  	
   

  	
  Accessories
  Installed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To
  be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Air Conditioning System

  	
   

  	
  160.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Automatic Deployable ELT

  	
   

  	
  15.5

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Autopilot 4 Axis

  	
   

  	
  0.0

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Cockpit Voice & Data Recorder

  	
   

  	
  24.3

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (provisions)

  	
   

  	
  17.6

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (removable parts)

  	
   

  	
  149.9

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HEELS

  	
   

  	
  11.0

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HUMS

  	
   

  	
  27.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Life rafts (2)

  	
   

  	
  218.7

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TCAS I Bendix King

  	
   

  	
  33.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (kit)

  	
   

  	
  18.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


1-3





















 


	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (provisions)

  	
   

  	
  2.4

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  677.8

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
  Customizing:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
  To
  be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
  Other
  Materials and Services:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL PURCHASE PRICE
  ********************************** *******************************************************

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  **********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


1-4





















 


	
  Item
  #

  	
   

  	
  (#11-15)

  Quantity

  	
   

  	
  Description

  	
   

  	
  Wght

  lbs.

  	
   

  	
  Unit Price

  FFP

  	
   

  	
  Total Price

  FFP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  5

  	
   

  	
  AB139
  medium twin Engine helicopter in standard ENAC/FAA IFR configuration Fly-Away
  Factory. ENAC/FAA AB139 Medium Twin Engine IFR Helicopter configuration is
  attached to this agreement as Appendix 2.

  	
   

  	
  8453.0

  	
   

  	
  **********

  	
   

  	
  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  5

  	
   

  	
  Accessories
  Installed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To
  be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Air Conditioning System

  	
   

  	
  160.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Automatic Deployable ELT

  	
   

  	
  15.5

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Autopilot 4 Axis

  	
   

  	
  0.0

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Cockpit Voice & Data Recorder

  	
   

  	
  24.3

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (provisions)

  	
   

  	
  17.6

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (removable parts)

  	
   

  	
  149.9

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HEELS

  	
   

  	
  11.0

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HUMS

  	
   

  	
  27.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Life rafts (2)

  	
   

  	
  218.7

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TCAS I Bendix King

  	
   

  	
  33.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (kit)

  	
   

  	
  18.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


1-5





















 


	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (provisions)

  	
   

  	
  2.4

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  677.8

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
  Customizing:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
  To
  be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
  Other
  Materials and Services:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL PURCHASE PRICE
  ********************************* ********************************************************

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  **********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


1-6





















 


	
  Item
  #

  	
   

  	
  (#16-20)

  Quantity

  	
   

  	
  Description

  	
   

  	
  Wght

  lbs.

  	
   

  	
  Unit Price

  FFP

  	
   

  	
  Total Price

  FFP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  5

  	
   

  	
  AB139
  medium twin Engine helicopter in standard ENAC/FAA IFR configuration Fly-Away
  Factory. ENAC/FAA AB139 Medium Twin Engine IFR Helicopter configuration is
  attached to this agreement as Appendix 2.

  	
   

  	
  8453.0

  	
   

  	
  **********

  	
   

  	
  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  5

  	
   

  	
  Accessories
  Installed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To
  be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Air Conditioning System

  	
   

  	
  160.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Automatic Deployable ELT

  	
   

  	
  15.5

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Autopilot 4 Axis

  	
   

  	
  0.0

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Cockpit Voice & Data Recorder

  	
   

  	
  24.3

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (provisions)

  	
   

  	
  17.6

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Emergency Floats (removable parts)

  	
   

  	
  149.9

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HEELS

  	
   

  	
  11.0

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  HUMS

  	
   

  	
  27.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Life rafts (2)

  	
   

  	
  218.7

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TCAS I Bendix King

  	
   

  	
  33.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


1-7





















 


	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (kit)

  	
   

  	
  18.1

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Weather Radar “Primus 660” (provisions)

  	
   

  	
  2.4

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  677.8

  	
   

  	
  **********

  **********

  	
   

  	
  **********

  **********

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
  Customizing:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
  To
  be provided in accordance with Appendix 2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
  Other
  Materials and Services:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL PURCHASE PRICE
  ********************************* ********************************************************

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  **********

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


1-8





















 


APPENDIX 2 – AB139 ENAC / FAA IFR
CONFIGURATION


 


	
  1.

  	
  Basic
  Configuration

  
	
   

  	
   

  
	
   

  	
  a)

  	
  AIRFRAME:

  
	
   

  	
  •

  	
  Aluminum
  alloy fuselage

  
	
   

  	
  •

  	
  Polycarbonate
  Windshields

  
	
   

  	
  •

  	
  Overhead
  cockpit windows

  
	
   

  	
  •

  	
  Lower
  cockpit windows

  
	
   

  	
  •

  	
  Cockpit
  ram air adjustable outlets

  
	
   

  	
  •

  	
  Forced
  fan ventilation

  
	
   

  	
  •

  	
  Bleed
  air heater and defroster with air noise suppression

  
	
   

  	
  •

  	
  Heated
  pitot tubes (2) with pitot heat failure warning (2)

  
	
   

  	
  •

  	
  Heated
  static intakes (2)

  
	
   

  	
  •

  	
  Cockpit
  map and data case

  
	
   

  	
  •

  	
  One
  cockpit and one pilot cabin fire extinguisher

  
	
   

  	
  •

  	
  Pilot
  doors (2) with push-out emergency exit window (with “storm window” on pilot
  side)

  
	
   

  	
  •

  	
  Plug-in
  sliding doors (2) for passengers cabin access

  
	
   

  	
  •

  	
  Six
  cabin push-out emergency exit windows (two on each passenger cabin door)

  
	
   

  	
  •

  	
  Baggage
  compartment with 2 lockable baggage compartment doors, LH & RH side.

  
	
   

  	
  •

  	
  Baggage
  compartment cargo tie-down fittings

  
	
   

  	
  •

  	
  Wheeled
  retractable tricycle landing gear (two wheels on nose gear and brakes on main
  landing gear)

  
	
   

  	
  •

  	
  Mooring,
  hoisting and jacking fittings

  
	
   

  	
  •

  	
  Tail-boom
  and vertical fin

  
	
   

  	
  •

  	
  Stabilizers

  
	
   

  	
  •

  	
  Pilot
  and copilot windshield wipers

  
	
   

  	
  •

  	
  Maintenance
  steps for access to upper deck

  
	
   

  	
  •

  	
  Upper-deck
  cowlings (one front forward sliding, two side opening for engine access)

  
	
   

  	
  •

  	
  Steps
  for cockpit access

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)

  	
  ROTORS
  AND CONTROLS:

  
	
   

  	
  •

  	
  Fully
  articulated Main Rotor (M/R) with five composite blades, five elastomeric
  bearings and five hydraulic dampers

  
	
   

  	
  •

  	
  Rotating
  M/R flight controls

  
	
   

  	
  •

  	
  Three
  main dual servo actuators

  
	
   

  	
  •

  	
  Fully
  articulated Tail Rotor (T/R) with four composite blades, four elastomeric
  bearings and four elastomeric dampers

  
	
   

  	
  •

  	
  Rotating
  T/R flight controls

  
	
   

  	
  •

  	
  One
  T/R dual servo actuator

  
	
   

  	
  •

  	
  Force
  trim system

  
	
   

  	
  •

  	
  Pilot
  fixed flight controls (cyclic, collective, anti-torque pedals)

  
	
   

  	
  •

  	
  Copilot
  fixed flight controls (cyclic, collective, anti-torque pedals)

  
	
   

  	
  •

  	
  Dual
  digital 3-axis linear actuators

  
	
   

  	
  •

  	
  Rotor
  brake

  
	
   

  	
  •

  	
  Provision
  for main rotor tracking (magnetic pick up)

  
					



 


 


	
  Contract No. 139050201

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


2-1





















 


	
   

  	
   

  	
  c)

  	
  ELECTRICAL
  SYSTEMS:

  
	
   

  	
  •

  	
  DC
  primary power generation: 28 V DC regulated voltage provided by two
  independent 300 A starter generators

  
	
   

  	
  •

  	
  DC
  External Power Receptacle

  
	
   

  	
  •

  	
  Two
  Nickel-Cadmium Batteries: one 40 Ah main battery plus one 13 Ah auxiliary
  battery

  
	
   

  	
  •

  	
  DC
  Starter Generator Control Units (2)

  
	
   

  	
  •

  	
  Navigation
  lights (3)

  
	
   

  	
  •

  	
  Anticollision
  light

  
	
   

  	
  •

  	
  Fixed
  landing lights (2)

  
	
   

  	
  •

  	
  Rotating/
  retracting landing light

  
	
   

  	
  •

  	
  Baggage
  compartment lighting and smoke sensor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d)

  	
  TRANSMISSION
  / DRIVE SYSTEM AND HYDRAULIC SYSTEM:

  
	
   

  	
  •

  	
  Main
  transmission with two direct drive engine inputs

  
	
   

  	
  •

  	
  Three
  main transmission chip detectors/debris collectors with burning capability

  
	
   

  	
  •

  	
  Two
  free wheel units

  
	
   

  	
  •

  	
  Four
  strut rods for upper deck attachment and one anti-torque plate

  
	
   

  	
  •

  	
  Intermediate
  gearbox with sight gauge and magnetic drain plug/chip detector

  
	
   

  	
  •

  	
  Tail
  gearbox with sight gage and magnetic drain plug/chip detector

  
	
   

  	
  •

  	
  Dual
  independent, redundant hydraulic systems

  
	
   

  	
  •

  	
  Two
  hydraulic Power Control Modules (PCMs)

  
	
   

  	
  •

  	
  Three
  main transmission driven hydraulic mechanical pumps for controls, landing
  gear and brake actuation

  
	
   

  	
  •

  	
  One
  electrical pump for control checks on ground (engines off)

  
	
   

  	
  •

  	
  Air
  conditioning compressor quill

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e)

  	
  POWER
  PLANT & FUEL SYSTEM:

  
	
   

  	
  •

  	
  Two
  Pratt & Whitney Canada PT6C-67C engines

  
	
   

  	
  •

  	
  Two
  independent FADEC systems (one on each engine) with auto-start and engine
  control functions for normal, emergency and training operations

  
	
   

  	
  •

  	
  Two
  magnetic chip detectors

  
	
   

  	
  •

  	
  Two
  integrated and independent engine oil coolers

  
	
   

  	
  •

  	
  Separate
  firewall protection for each engine

  
	
   

  	
  •

  	
  Fire
  detection system

  
	
   

  	
  •

  	
  Fire
  extinguisher system (2 bottles)

  
	
   

  	
  •

  	
  Engine
  exhausts and ejectors

  
	
   

  	
  •

  	
  Two
  independent crashworthy fuel cells

  
	
   

  	
  •

  	
  Two
  supply pumps on engines

  
	
   

  	
  •

  	
  Two
  booster pumps submerged in fuel tanks

  
	
   

  	
  •

  	
  Two
  fuel filter assemblies

  
	
   

  	
  •

  	
  Two
  engine back-up controls, mechanical and electrical

  
	
   

  	
  •

  	
  Two
  manual engine start and ignition systems

  



 


	
   

  	
   

  	
  f)

  	
  STANDARD
  AVIONICS PACKAGE

  
	
   

  	
  •

  	
  1st
  PFD (Pilot Primary Flight Display 8” x 10” color Active Matrix Liquid Crystal
  Display) as part of Honeywell Primus Epic System for visualization of flight
  and navigation data

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


2-2





















 


	
   

  	
  •

  	
  2nd
  PFD (copilot display)

  
	
   

  	
  •

  	
  1st
  MFD (Pilot Multifunction Display 8” x 10” color Active Matrix Liquid Crystal
  Display) as part of Honeywell Primus Epic System for visualization of flight
  and navigation data

  
	
   

  	
  •

  	
  2nd
  MFD (Copilot Multifunction Display 8” x 10” color Active Matrix Liquid
  Crystal Display) as part of Honeywell Primus Epic System for visualization of
  flight and navigation data

  
	
   

  	
  •

  	
  Electronic
  Standby Instrument System (ESIS) (attitude, airspeed, altitude, vertical
  speed, compass, and ILS data)

  
	
   

  	
  •

  	
  Two
  Attitude and Heading Reference Systems (AHRSs)

  
	
   

  	
  •

  	
  Two
  Air Data Modules (ADMs)

  
	
   

  	
  •

  	
  Two
  flux valves

  
	
   

  	
  •

  	
  Two
  Display Controllers (DCs)

  
	
   

  	
  •

  	
  Two
  Cursor Control Devices (CCDs)

  
	
   

  	
  •

  	
  One
  Reversion Control Panel (RCP)

  
	
   

  	
  •

  	
  One
  Display Dimming Control panel

  
	
   

  	
  •

  	
  One
  Stability Augmentation System (SAS) control panel

  
	
   

  	
  •

  	
  Two
  Remote Instrument Controllers (RICs)

  
	
   

  	
  •

  	
  Two
  Modular Avionic Units (MAUs) incorporating the following major subsystems
  and/or functions:

  
	
   

  	
   

  	
  •

  	
  Vehicle
  Monitoring System – VMS (dual)

  
	
   

  	
   

  	
  •

  	
  Monitor
  Warning System – MWS (dual)

  
	
   

  	
   

  	
  •

  	
  Aural
  Warning Generator – AWG (single)

  
	
   

  	
   

  	
  •

  	
  Central
  Maintenance Computer – (CMC) (single)

  
	
   

  	
   

  	
  •

  	
  3-Axis
  Digital Automatic Flight Control System – DAFCS (dual) with autotrim function

  
	
   

  	
   

  	
  •

  	
  Provision
  for CVR/FDR data interface (single)

  
	
   

  	
   

  	
  •

  	
  Flight
  Director System (dual)

  
	
   

  	
  •

  	
  Pilot
  and copilot microphone and headset

  
	
   

  	
  •

  	
  Pilot
  and Copilot interphone control (cyclic grip and floor switches)

  
	
   

  	
  •

  	
  Left
  Modular Radio Cabinet (MRC) with the following modules:

  
	
   

  	
   

  	
  •

  	
  One
  VHF Comm.

  
	
   

  	
   

  	
  •

  	
  One
  VOR/LOC/GS/MB

  
	
   

  	
  •

  	
  Right
  Modular Radio Cabinet (MRC) with the following modules:

  
	
   

  	
   

  	
  •

  	
  One
  VHF Comm.

  
	
   

  	
   

  	
  •

  	
  One
  Mode-S diversity transponder

  
	
   

  	
   

  	
  •

  	
  One
  VOR/LOC/GS/MB

  
	
   

  	
   

  	
  •

  	
  One
  ADF

  
	
   

  	
   

  	
  •

  	
  One
  DME

  
	
   

  	
  •

  	
  Two
  pedestal mounted MCDUs (Multi Control Function Display Units)

  
	
   

  	
  •

  	
  1st
  Radar Altimeter (RT – 300)

  
	
   

  	
  •

  	
  2nd
  Radar Altimeter System (RT – 300)

  
	
   

  	
  •

  	
  Emergency
  Locator Transmitter (ELT – 122/243/406 MHz)

  
	
   

  	
  •

  	
  One
  Flight Guidance Controller

  
	
   

  	
  •

  	
  Honeywell
  GPS module with Flight Plan Management System (FPMS)

  
	
   

  	
  •

  	
  Pilot
  and copilot digital audio panels with remote ICS audio port for ground
  operation

  
	
   

  	
  •

  	
  Pilot
  clock (digital)

  
					



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


2-3





















 


	
   

  	
   

  	
  f)

  	
  STANDARD
  AVIONICS PACKAGE (continued)

  
	
   

  	
  •

  	
  Copilot
  clock (digital)

  
	
   

  	
  •

  	
  One
  magnetic compass

  
	
   

  	
  •

  	
  One
  Outside Air Temperature indicator

  
	
   

  	
  •

  	
  Two
  Master Warning Lights (MWLs)

  
	
   

  	
  •

  	
  Two
  Master Caution Lights (MCLs)

  
	
   

  	
  •

  	
  Engine
  1 Fire Light

  
	
   

  	
  •

  	
  Engine
  2 Fire Light

  
	
   

  	
  •

  	
  Baggage
  compartment smoke detector light

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  g)

  	
  INTERIOR
  TRIM:

  
	
   

  	
  •

  	
  Cabin,
  cockpit and baggage compartment utility finishing interior

  
	
   

  	
  •

  	
  Pilot/
  Copilot crashworthy seats (with inertial reels and safety belts)

  
	
   

  	
  •

  	
  Cockpit
  dome light

  
	
   

  	
  •

  	
  Cockpit
  utility lights (2)

  
	
   

  	
  •

  	
  28V
  DC cockpit power outlet

  
	
   

  	
  •

  	
  Tritium
  lighted emergency exit signs

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  h)

  	
  EXTERIOR
  PAINTING

  
	
   

  	
  •

  	
  Three
  color polyurethane painting in accordance with Bell/Agusta Aerospace Company
  standard painting scheme

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Standard
  12 Passenger Configuration Equipment

  
	
   

  	
  •

  	
  Twelve
  padded crashworthy utility passenger seats (with inertia reels and safety
  belts)

  
	
   

  	
  •

  	
  Composite
  “deluxe” liners installed in the cockpit, cabin and baggage compartment
  incorporating:

  
	
   

  	
  •

  	
  Twelve
  directional lights and two ambient lights in cabin

  
	
   

  	
  •

  	
  PA
  Briefing system: six loudspeaker announcement systems + safety belt lights

  
	
   

  	
  •

  	
  One
  passenger audio panel with plug for one headset

  
	
   

  	
  •

  	
  Standard
  soundproofing

  
	
   

  	
  •

  	
  Steps
  for passenger cabin access

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Miscellaneous

  
	
   

  	
  •

  	
  Covers:
  exhaust pipes, turbine air inlets and Pitot tubes

  
	
   

  	
  •

  	
  Manuals
  (1 set per aircraft): aircraft log, engines operations, flight and
  maintenance and overhaul, illustrated parts catalogue. Seller will provide
  updates, supplements, and revisions to all airframe manuals for the lifetime
  of each aircraft at no cost to Purchaser.

  
	
   

  	
  •

  	
  Tie
  down – assemblies: main rotor and tail rotor blades

  
	
   

  	
  •

  	
  Tow
  Bar

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Installed
  Accessories

  
	
   

  	
  •

  	
  Air
  Conditioning System

  
	
   

  	
  •

  	
  Emergency
  Floats (Provisions)

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


2-4





















 


	
   

  	
  •

  	
  Emergency
  Floats (Removable Parts)

  
	
   

  	
  •

  	
  Life
  Rafts (2)

  
	
   

  	
  •

  	
  Axis
  Autopilot

  
	
   

  	
  •

  	
  Automatic
  Deployable ELT

  
	
   

  	
  •

  	
  Cockpit
  Voice & Data Recorder

  
	
   

  	
  •

  	
  TCAS
  I Bendix King

  
	
   

  	
  •

  	
  Weather
  Radar “Primus 660” (Provisions)

  
	
   

  	
  •

  	
  Weather
  Radar “Primus 660” (Kit)

  
	
   

  	
  •

  	
  HEELS

  
	
   

  	
  •

  	
  HUMS

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


2-5





















 


APPENDIX 3 – AB139 CURRENCY SELECTIONS


 


	
  AB139 Delivery Positions

  	
   

  	
  U.S. Dollars

  Initials

  	
   

  	
  Euros

  Initials

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #1

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #2

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #4

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #5

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #6

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #7

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #8

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #9

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #10

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Contract No. 139050201

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


3-1





















 


	
  AB139 Delivery Positions

  	
   

  	
  U.S. Dollars

  Initials

  	
   

  	
  Euros

  Initials

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #11

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #12

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #13

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #14

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #15

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #16

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #17

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #18

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #19

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AB139 Delivery #20

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  



 


3-2