Exhibit 10.20


 


ALIAR AIRCRANE SERVICOS AEREOS ESPECIALIZADOS LTDA.

as Purchaser


 


and


 


ERICKSON
AIR-CRANE INCORPORATED


 


as Seller


 






 


AIRCRAFT
PURCHASE AGREEMENT IN RESPECT OF

ONE (1) ERICKSON S-64F AIRCRAFT

MANUFACTURER’S SERIAL NUMBER 64090


 






 






[***] This confidential information has been
omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.


 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions and
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Agreement to Sell and
  Purchase

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Delivery, Title AND
  REGISTRATION OF THE AIRCRAFT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Representations and
  Warranties

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Conditions Precedent

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Fees and Expenses

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Registration Fees

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Indemnities

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Taxes

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Insurance

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Assignments

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Amendments

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Notices

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Miscellaneous

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Governing Law

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  ARBITRATION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.4

  	
   

  	
  The arbitration award shall
  include an allocation of costs between the parties, including reasonable
  legal fees and expenses. The parties hereby agree to bear their own costs
  during the conduct of the arbitration.

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.5

  	
   

  	
  The arbitrators shall be
  bound by and shall strictly enforce the terms of this Agreement and may not
  limit, expand or otherwise modify its terms

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXECUTION
  PAGE

  	
   

  	
  34

  



 


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THIS AIRCRAFT PURCHASE
AGREEMENT dated as of 17 September,
2010


 


BETWEEN


 


(1)           ALIAR AIRCRANE SERVICOS AEREOS ESPECIALIZADOS LTDA. a limited liability company organized and existing
under the laws of Brazil and having its offices at Av. Picadilly, 100,
Sala 19/20-Bairro Alpha Ville, Nova Lima/MG, CEP: 34000-000, Brazil, duly
registered with the Tax Payer Registry under the no 11.103.864/0001-55 (the “Purchaser”); and


 


(2)           ERICKSON AIR-CRANE INCORPORATED, a corporation organized and  existing  under the laws of the State of Delaware and having its
offices at 5550 SW MacAdam Avenue, Suite 200, Portland, Oregon 97239, USA
(the “Seller”).


 


IT IS AGREED as follows


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1           Definitions


 


The terms set forth in this Clause 1.1 when
used in this Agreement shall have the meanings set forth herein:


 


1.1.1        “Acceptance Certificate” means an
acceptance certificate in the form set out in Schedule 3.


 


1.1.2        “Agreement” means this aircraft purchase
agreement together with the Schedules (which form an integral part hereof) as
originally executed by the parties hereto, as the same may be amended,
modified, novated, replaced or supplemented from time to time.


 


1.1.3        “Aircraft” means the
Airframe and the Engines, possessing the features described in greater detail
in Schedule 2 hereto; provided that, where the context permits, references to
the “Aircraft” shall include the Aircraft Documentation and, unless otherwise
provided herein, shall mean the Aircraft as a whole and any part thereof.


 


1.1.4        “Aircraft Documentation”
means the manuals, logbooks and other records relating to the Aircraft or any
part thereof delivered by Seller to Purchaser, including two copies of the
Flight Manual, two copies of the Field Maintenance Manual and one copy each of
the Service Bulletins and the Customer Service Letters current on the Delivery
Date.


 


1.1.5        “Airframe” means one (1) remanufactured
Erickson S-64F airframe with manufacturer’s serial number 64090, together with
all Parts installed at Delivery relating thereto, but excluding the Engines.


 


1.1.6        “ANAC” (Agência
Nacional de Aviação Civil) means the Brazilian agency responsible for the
regulation and safety oversight of civil aviation in Brazil.


 


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1.1.7        “Bill of Sale” means a bill of sale
substantially in the form set out in Schedule 1 (Form of
Bill of Sale).


 


1.1.8        “Crew Provisioning” means the provision of crew by Seller to Purchaser to
operate the Aircraft and to train Purchaser’s crew, as more particularly
described in Schedule 5 hereto.


 


1.1.9        “Crew Provisioning Period” shall have the meaning set forth in Schedule 5.


 


1.1.10      “Data” means all information and data of any type, form or
nature (including but not limited to, designs, drawings, blueprints, tracings,
plans, models, layouts, software, specifications, technical publications, electronic
transmittals, and memoranda) which may be furnished or made available to
Purchaser as the result of this Agreement.


 


1.1.11      “Delivery” means the sale and purchase
of, and transfer of legal and beneficial title in and to, the Aircraft in
accordance with this Agreement.


 


1.1.12      “Delivery Conditions” means the Purchaser’s Conditions Precedent and Seller’s
Conditions Precedent.


 


1.1.13      “Delivery Date” means the date on which
the Delivery Conditions are satisfied or waived and the Aircraft is Delivered
by Seller to Purchaser at the Delivery Location in accordance with this
Agreement.


 


1.1.14      “Delivery Location” means Central Point,
Oregon.


 


1.1.15      “Dollars” and the sign “$” mean the lawful currency of the United States of America.


 


1.1.16      “EMSP Agreement” means that certain Erickson Material Support Program
Agreement of even date herewith between the parties, attached hereto as Exhibit A.


 


1.1.17      “Effective Time” means the time at which
Delivery shall occur on the Delivery Date.


 


1.1.18      “Encumbrance” means any lien, claim or
encumbrance with respect to the Aircraft;


 


1.1.19      “Engines” means the two (2) Pratt &
Whitney engines, with serial numbers 672455 and 677817, installed on the
Airframe at Delivery, and “Engine”
shall mean each of them.


 


1.1.20      “Final Payment” shall have the meaning set forth in Clause 2.4.


 


1.1.21      “Fourth Payment” shall have the meaning set forth in Clause 2.4.


 


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1.1.22      “Indemnified Party” shall have the meaning set forth in Clause 8.3.


 


1.1.23      “Initial Payment” shall have the meaning set forth in Clause 2.4.


 


1.1.24      “Legal Expense” means any and all
liabilities, obligations, losses, damages, penalties, fines, claims (whether
fraudulent, groundless, false or not), demands, actions, suits, judgements,
legal proceedings (whether civil or criminal), investigations, costs,
disbursements and expenses (including legal fees and disbursements) of every
kind and nature whatsoever, other than taxes of any kind.


 


1.1.25      “Marketing Agreement” means that certain Marketing Agreement of even date
herewith between the parties, attached hereto as Exhibit B.


 


1.1.26      “Part” means any part,
furnishing, appliance, module, accessory, instrument, component, radar, radio,
fixtures, fittings or other item of equipment installed in the Aircraft (other
than a complete Engine).


 


1.1.27      “Purchase Price” means an amount equal
to $[***], which amount has been established as set forth on the Pro-Forma
Invoice attached as Schedule 3 hereto and, for the avoidance of doubt, which
amount shall be exclusive of Transfer Taxes (if any).


 


1.1.28      “Purchaser’s Conditions Precedent” means
the conditions to be satisfied precedent to Purchaser’s obligations hereunder
as set forth in Clause 5.1 hereof.


 


1.1.29      “Remanufacturing” means, with respect to
the Aircraft, the process by which Seller will convert an existing model CH-54
airframe into a remanufactured Aircraft, which process entails, among other
things, the removal of existing avionics, wiring, hydraulic lines, accessories
and paint from the existing CH-54 airframe, and installation of the various
features and components described in greater detail in Schedule 2 of this
Agreement.  Remanufacturing is completed
by Seller in full compliance with specific United States Federal Aviation Administration
standards and specifications.


 


1.1.30      “Scheduled Delivery Date” means on or
about December 15, 2010.


 


1.1.31      “Second Payment” shall have the meaning
set forth in Clause 2.4.


 


1.1.32      “Seller’s Conditions Precedent” means
the conditions to be satisfied precedent to Seller’s obligations hereunder as
set forth in Clause 5.2 hereof.


 


1.1.33      “Third Payment” shall have the meaning
set forth in Clause 2.4.


 


1.1.34      “Total Loss” means any of
the following events:


 


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a)       loss of the Aircraft
or loss of the use of the Aircraft due to theft, hi-jacking, disappearance,
destruction, damage beyond repair or other rendering of the Aircraft
permanently unfit for normal use for any reason whatsoever;


 


b)      any damage to the
Aircraft which results in an insurance settlement on the basis of an actual
total loss or an agreed or arranged total loss;


 


c)       the condemnation or
confiscation or the requisition of title by any government entity or taking of
title to the Aircraft by any government entity for a period which extends
beyond the Effective Time;


 


d)      the requisition for
use or hire or seizure or possession of the Aircraft by any government body
that shall have resulted in the loss of possession of such property by Seller
and such seizure or requisition shall have continued for a period which extends
beyond the Effective Time.


 


1.1.35      “Transaction Documents” means this
Agreement, the Acceptance Certificate, the Bill of Sale, the EMSP Agreement,
and the Marketing Agreement.


 


1.1.36      “Transfer Taxes” shall mean any and all
present and future sales, use, personal property, VAT, withholding, transfer, customs, stamp, documentary or other
similar taxes, levies, imposts, duties, fees or withholdings, together with any
penalties, fines, surcharges or interest thereon  and “Taxation” shall
be construed accordingly.


 


1.1.37      “VAT” means value added tax
and any other tax of similar nature in any jurisdiction.


 


1.2           Interpretation


 


Any reference in this Agreement to:


 


1.2.1        any “Clause” or “Schedule”
or “Exhibit” or “Appendix”  is a reference to such Clause or Schedule or Exhibit or
Appendix of, or to, this Agreement;


 


1.2.2        “consent” also includes an approval,
authorisation, exemption, filing, licence, order, permission, recording or registration;


 


1.2.3        “hereof”, “herein”
and “hereunder” and other words of similar
import means this Agreement as a whole and not any particular part hereof;


 


1.2.4        “person” includes any individual, firm,
company, corporation, partnership, joint venture, trust, unincorporated body of
persons or any state or government or any instrumentality, agency or sub
division thereof; and


 


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1.2.5        words importing the singular number include the plural and vice versa.


 


1.3           Headings


 


Clause and Schedule headings are for ease of
reference only and shall not affect the interpretation of any of the provisions
hereof.


 


2.             AGREEMENT TO SELL AND PURCHASE


 


2.1           Sale of Aircraft


 


Upon and subject to the terms and conditions of
this Agreement, and in particular but without limitation, subject to the fulfillment to the satisfaction of, or waiver by, Seller of the
Seller’s Conditions Precedent and to the provisions of Clauses 4.2 and 4.3,
Seller hereby agrees, in consideration of the payment by Purchaser of the
Purchase Price, to Deliver the Aircraft to Purchaser on the Delivery Date at
the Delivery Location free and clear of all Encumbrances (other than any
Encumbrance created or granted by, or through, Purchaser), and to perform Crew
Provisioning.  In addition,
contemporaneous with the execution of this Agreement, Seller and Purchaser have
executed the EMSP Agreement and the Marketing Agreement, each of which will
take effect upon Delivery of the Aircraft.


 


In the event that
Purchaser is unable to obtain the permits, certifications and consents required
by Clause 3.3.3, Purchaser will proceed with the purchase of the Aircraft as
set forth in this Agreement and the Purchase Price shall be reduced in the
amount of [***], to be deducted from the Final Payment, and Seller shall have
no obligation with respect to Crew Provisioning.  [


 


2.2           Purchase of Aircraft


 


Upon and subject to the terms and conditions of
this Agreement and, in particular but without limitation, subject to the fulfillment to the satisfaction of, or waiver by, Purchaser of
the Purchaser’s Conditions Precedent, Purchaser hereby agrees with Seller that,
on the Delivery Date, it will:


 


2.2.1        pay the Purchase Price to Seller in accordance with the provisions of
this Agreement; and


 


2.2.2        purchase and accept Delivery (and execute and deliver to Seller the
Acceptance Certificate) of the Aircraft from Seller at the Delivery Location
and accept the Crew Provisioning.


 


2.3           Total Loss


 


If before Delivery the Aircraft suffers a Total
Loss, Purchaser will have the option to choose one of the following:


 


2.3.1        elect for Seller, at its sole expense, to rebuild
another aircraft with the same specifications as herein agreed with respect to
the Aircraft, at the same Purchase Price as agreed herein.  In such event, Seller shall provide for
purchase a replacement aircraft as soon as possible based upon Seller’s
production capabilities, as determined by Seller in its sole and absolute
discretion.  In addition, based on the
availability of aircraft in Seller’s fleet and with no obligation whatsoever to
adjust its fleet lease 


 


5

















 


schedule in any way, Seller shall provide for
lease an aircraft to Purchaser in order to enable it to execute its contracts
and provide its Aerial Services in the normal course of its business.


 


2.3.2        elect for Seller to refund all advanced payments made
to Seller by Purchaser.


 


2.4       Payment of Purchase Price


 


2.4.1      Purchaser shall, subject to the terms and conditions
of this Agreement, pay the Purchase Price to Seller.  Seller acknowledges that the Purchaser is in
the process of obtaining financing for the Aircraft.  The timing at which financing approval is
obtained may have an impact on the timing of the Second Payment and Third Payment.  Purchaser shall pay the Purchase Price to
Seller as follows:


 


a)         [***]
paid on the date that ANAC Certification for the S-64 Aircraft is obtained or
on the date of execution of this agreement, whichever occurs later(“Initial
Payment”).


 


b)        [***] paid on the
date that Aliar obtains approval of the financing for the Aircraft (“Second
Payment”).


 


c)         [***]
paid on September 23, 2010 (“Third Payment”).


 


d)        [***] paid on October 24,
2010 (“Fourth Payment”).


 


d)        [***] paid immediately prior to the Effective Time (“Final
Payment”).


 


2.4.2    All payment made pursuant to this Agreement shall be made on the due
date for payment by remittance in US Dollars, by wire transfer of immediately
available funds, without any set-off or counterclaim whatsoever and free and
clear of any deductions and withholdings, to the bank account set forth below:


 


Wells Fargo Bank N.A.


 


Swift Code:           [***]


 


Bank Address:


420 MONTGOMERY ST


SAN FRANCISCO, CA 94163


 


Account #:           [***]


Account Name: Erickson Air-Crane Incorporated


 


6






 


 


 










 


2.5           Tax Gross-up


 


All payments to be made by Purchaser to Seller
shall be made free and clear of and without deduction for or on account of
Transfer Tax unless Purchaser is required to make such a payment subject to any
deduction or withholding for or on account of Transfer Tax, in which case the
sum payable by Purchaser (in respect of which such deduction or withholding is
required to be made) shall be increased to the extent necessary to ensure that
Seller receives a sum net of any deduction or withholding equal to the sum
which it would have received had no such deduction or withholding been made or
required to be made.


 


3.             DELIVERY, TITLE AND REGISTRATION OF
THE AIRCRAFT


 


3.1           Delivery and Title


 


Upon and subject to the terms and conditions of
this Agreement, Delivery of the Aircraft by Seller to Purchaser hereunder shall
take place on the Delivery Date at the Effective Time by Seller delivering the
completed and executed Bill of Sale to Purchaser (or its authorised
representative), immediately whereupon the risk of loss or destruction of, or
damage to, the Aircraft shall pass from Seller to Purchaser and Seller shall
transfer and convey to Purchaser all legal and beneficial title to the Aircraft
free and clear of Encumbrances other than Encumbrances created or granted by,
or through, Purchaser. Delivery may be delayed for any of the following causes:
acts of God, war, armed hostilities, riots, fires, floods, earthquakes or
serious accidents, governmental acts or failures to act, strikes or labor
troubles causing cessation, slowdown or interruption of work, damage to the
Aircraft, non-conformity with respect to the Delivery Conditions, failure of or
delay in transportation, or inability, after due and timely diligence, to
procure materials, systems or Parts; or arising out of any other cause to the
extent it is beyond Seller’s control or not occasioned by Seller’s negligence.
A delay resulting from such causes shall cause the Scheduled Delivery Date, the
Effective Time, and the Final Payment to be equitably extended to a new date
that shall be mutually agreed by the parties by a statement in writing signed
by each of Seller and Purchaser.


 


3.2                   Location of Aircraft


 


At the Effective Time, the
Aircraft shall be located at the Delivery Location.


 


3.3                   Brazilian Certification


 


3.3.1        Aircraft Type Certification.  Seller agrees, at its expense (a) to
provide all relevant documents (in each case, in the English language) that may
be required to complete type certification of the Aircraft in Brazil and permit
ANAC to issue a certificate of airworthiness for the Aircraft in order to
register the Aircraft with ANAC, (b) to obtain such certificate of
airworthiness, including completing all modifications on the Aircraft (if any)
required by ANAC in order for ANAC to issue such certificate of airworthiness,
and (c) to obtain a certificate of provisional registration for export
from the U.S. FAA.


 


3.3.2        Aircraft Registration. 
Purchaser agrees, at its expense (a) at the Effective Time, to
cause the certificate of airworthiness for the Aircraft that was issued by ANAC
and delivered to Purchaser pursuant to the terms of Clause 3.3.1 to be
certified by and registered with ANAC and (b) to take all other actions,
including, 


 


7

















 


without limitation, paying
all applicable import fees, necessary in order for Seller to export the
Aircraft to Brazil and Purchaser to reregister the Aircraft in Brazil.


 


3.3.3        Crewing Certification. 
Purchaser agrees to be solely responsible, at its expense but with the
commercially reasonable cooperation of Seller, to obtain from ANAC and from any
other applicable governmental authority in Brazil (including, without
limitation, those authorities responsible for immigration, work permits, visas
and taxation), any and all permits, certifications and consents with respect to
the performance by Seller of the Crew Provisioning for Purchaser.


 


4.             REPRESENTATIONS AND WARRANTIES


 


4.1           Representations and Warranties of Seller


 


Seller hereby represents and warrants to Purchaser
as of the date hereof that:


 


4.1.1        Seller is a corporation validly existing under the laws of the State of
Delaware and has the corporate power to enter into and perform the transactions
contemplated by the Transaction Documents;


 


4.1.2        the execution, delivery and performance of the Transaction Documents
have been duly authorised by all necessary corporate action on the part of
Seller;


 


4.1.3        each consent required by Seller to authorise, or required by it in
connection with the execution, delivery, performance, legality, validity or
enforceability of the Transaction Documents has been obtained and is in full
force and effect, and there is no default in the observance or performance of
any of the conditions and restrictions (if any) imposed on or in connection
therewith;


 


4.1.4        the entry by Seller into, and performance by Seller of the transactions
contemplated by, the Transaction Documents do not and will not conflict with: (i) any
law or regulation or any official or judicial order applicable to Seller; (ii) the
constitutional documents of Seller; or (iii) any material agreement or
document to which Seller is a party or by which Seller or any of its properties
is bound;


 


4.1.5        no litigation or other proceeding before any court, administrative
agency or government body is pending or, to the best of Seller’s knowledge
threatened against Seller, the outcome of which could materially and adversely
affect the validity of the Transaction Documents or the rights, benefits or
interest of Purchaser conveyed hereunder;


 


4.1.6        upon Delivery, Seller shall convey to Purchaser good title to the
Aircraft and free and clear of Encumbrances other than those created or granted
by or through Purchaser.


 


4.2           Limited
Warranty.


 


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4.2.1        Seller warrants for a period of [***] Flight Hours from the Delivery
Date, whichever comes first, with respect to the Aircraft, that Seller will,
subject to the terms and conditions set forth below, be exclusively responsible
for and will repair or replace, at Seller’s sole discretion and expense, any Part delivered
by Seller on the Delivery Date which is or becomes unserviceable during the
warranty period.  The term “unserviceable”
means that such Part has failed prior to its scheduled repair/overhaul
interval.


 


4.2.2        The warranty provided in Clause 4.2.1 does not apply to, and Seller
shall not bear any responsibility to repair or replace, any Part rendered
unserviceable due to (i) improper storage, use or operation, or abuse or
negligent acts or omissions of Purchaser or any third party, (ii) failure
of Purchaser or any third party to properly install, service, or maintain such
Part, (iii) the failure of Parts not supplied by Seller, (iv) accident
or incident or any other causes external to the Part covered this warranty
and (v) Foreign Object Damage.


 


4.2.3        The warranty period applicable to any Part repaired or replaced
pursuant to this limited warranty is the remainder of the warranty period
described in Clause 4.2.1 that is in effect on the date that such Part is
repaired or replaced.


 


4.2.4        Purchaser must discover any unserviceable Part within the warranty
period and shall, promptly (and in no event more than three (3) business
days after such discovery) notify Seller in writing of such unserviceable Part.
Purchaser, at its own cost and expense shall ship the affected item C.I.F. to
Seller’s facility in Central Point, Oregon and shall bear all risk of loss of
or damage to the item during shipment. Seller shall promptly ship the repaired
or replacement item C.I.F. to Purchaser’s base of operation in Brazil at Seller’s
cost and expense and shall bear all risk of loss of or damage to such item
during shipment. If Seller, substantiated on a technical statement, determines
that any Part shipped to it for warranty repair or replacement was not
unserviceable, then Purchaser shall be responsible for the return of the item
to it FOB Central Point at its cost and expense and shall bear all risk of loss
of or damage to the item and, further, Purchaser shall pay to Seller the cost
to inspect the item and return it to service at Seller’s then prevailing retail
prices charged to customers in the ordinary course of its business. Such
payment shall be made net no more than thirty (30) days from the date of Seller’s
invoice.


 


4.3           Disclaimer of Warranty.


 


EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH
IN THIS AGREEMENT, ITS AMENDMENTS OR IN THE BILL OF SALE WITH RESPECT TO
TITLE, THE SELLER MAKES NO REPRESENTATIONS WHATSOEVER IN RESPECT OF THE
AIRCRAFT OR THE CREW PROVISIONING, AND THE 


 


9

















 


SELLER SPECIFICALLY DISCLAIMS, AND EXCLUDES (i) ANY
EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, DESCRIPTION,
AIRWORTHINESS, VALUE, SATISFACTORY QUALITY, DESIGN, QUALITY, MANUFACTURE OR
OPERATION OF ANY KIND OR NATURE, (ii) ANY EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, (ii) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF FREEDOM
FROM ANY RIGHTFUL CLAIM BY WAY OF INFRINGEMENT OR THE LIKE, (iii) ANY
IMPLIED REPRESENTATION OR WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE, AND (iv) ANY OBLIGATION OR LIABILITY OF THE
SELLER ARISING IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF THE SELLER, ACTUAL OR IMPUTED, OR IN STRICT LIABILITY, INCLUDING
ANY OBLIGATION OR LIABILITY FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO
THE AIRCRAFT OR THE CREW PROVISIONING, OR FOR ANY LIABILITY OF THE PURCHASER TO
ANY THIRD PARTY OR ANY OTHER DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGE WHATSOEVER. NO AGREEMENT ALTERING OR EXTENDING THE SELLER’S LIABILITY
FOR WARRANTIES WILL BE BINDING UPON THE SELLER UNLESS IN WRITING AND EXECUTED
BY A DULY AUTHORISED OFFICER OF THE SELLER.


 


4.4           Representations and Warranties of Purchaser


 


Purchaser represents and warrants to Seller as
of the date hereof that:


 


4.4.1        Purchaser is a limited liability company validly existing under the laws
of the Federative Republic of Brazil and has the corporate power to enter into
and perform the transactions contemplated by the Transaction Documents;


 


4.4.2        the execution, delivery and performance of the Transaction Documents
have been duly authorised by all necessary corporate action on the part of
Purchaser;


 


4.4.3        each consent required by Purchaser to authorise, or required by it in
connection with the execution, delivery, performance, legality, validity or
enforceability of the Transaction Documents has been obtained and is in full
force and effect, and there is no default in the observance or performance of
any of the conditions and restrictions (if any) imposed on or in connection
therewith;


 


4.4.4        the entry by Purchaser into, and performance by Purchaser of the
transactions contemplated by, the Transaction Documents do not and will not
conflict with: (i) any law or regulation or any official or judicial order
applicable to Purchaser; (ii) the constitutional documents of Purchaser;
or (iii) any material agreement or document to which Purchaser is a party
or by which Purchaser or any of its properties is bound; and


 


10

















 


4.4.5        no litigation or other proceeding before any court, administrative
agency or government body is pending or, to the best of Purchaser’s knowledge
threatened against Purchaser, the outcome of which could materially and
adversely affect the validity of the Transaction Documents or the rights,
benefits or interest of Seller conveyed hereunder.


 


4.5           Fee Disclaimer


 


Each of Purchaser and Seller hereby represents
and warrants to the other that it has not paid, agreed to pay or caused to be
paid directly or indirectly in any form, any commission, percentage, contingent
fee, brokerage or other similar payments of any kind, in connection with the
consummation of the transactions contemplated by the Transaction Documents to
any person (other than fees payable to Purchaser’s or Seller’s technical or
legal advisers (as the case may be)). Each of Purchaser and Seller agrees to
indemnify and hold the other harmless from and against any and all claims,
suits, damages, costs and expenses (including, but not limited to reasonable
attorneys’ fees) asserted by any agent, broker or other third party for any
commission or compensation of any nature whatsoever based upon the Transaction
Documents or the Aircraft or the Crew Provisioning if such claim, suit, damage,
costs or expense arises out of any breach by the indemnifying party, its
employees or agents of this Clause 0.


 


4.6           Repetition of Representations and
Warranties


 


Each representation and warranty set out in
Clauses 4.1 (Representations and Warranties of Seller),
4.4 (Representations and Warranties of Purchaser)
and 0 (Fee Disclaimer) shall be deemed to be
repeated on the Delivery Date by reference to the facts and circumstances
existing on such date and shall survive the execution hereof and the Delivery
of the Aircraft and the Crew Provisioning.


 


5.             CONDITIONS PRECEDENT


 


5.1           Purchaser’s Conditions Precedent


 


5.1.1        The obligations of Purchaser under this Agreement are subject to the
following conditions precedent (the “Purchaser’s Conditions
Precedent”) being fulfilled to the satisfaction of, or waived in
writing by, Purchaser:


 


a)            the
representations and warranties on the part of Seller contained in this
Agreement shall be true and accurate on and as of the Delivery Date as if made
and repeated on and as of the Delivery Date with reference to the facts and
circumstances existing as of the Delivery Date;


 


b)            no
Total Loss of the Aircraft shall have occurred;


 


c)            the
Transaction Documents shall have been executed and delivered by Seller;


 


11

















 


d)            legal
opinions dated as of the Effective Time addressed to Purchaser in respect of
the Transaction Documents and related matters from Seller’s counsel shall have
been delivered;


 


e)            evidence
of the issuance of each approval, licence and consent to be delivered by Seller
shall have been received by Purchaser, including, without limitation, the
documents described in Clause 3.3.1;


 


f)             Seller
shall have made the Aircraft available for Delivery at the Delivery Location on
the Delivery Date;


 


g)            on
the Delivery Date the Aircraft shall conform in all material respects with the
technical requirements described as features of the Aircraft in Schedule 2;


 


h)            Seller
employees selected to provide Crew Provisioning shall meet ANAC standards; and


 


i)             Purchaser shall have obtained financing for the
purchase of the Aircraft.


 


5.2           Seller’s Conditions Precedent


 


5.2.1         The obligations of Seller under this Agreement are
subject to the following conditions precedent (the “Seller’s
Conditions Precedent”) being fulfilled to the satisfaction of, or
waived in writing by, Seller:


 


(a)      the representations
and warranties on the part of Purchaser contained in this Agreement shall be
true and accurate on and as of the Delivery Date as if made and repeated on and
as of the Delivery Date with reference to the facts and circumstances existing
as of the Delivery Date;


 


(b)      the Transaction
Documents shall have been executed and delivered by Purchaser;


 


(c)      legal opinions dated
as of the Effective Time addressed to Seller in respect of the Transaction
Documents and related matters from Purchaser’s counsel shall have been
delivered;


 


(d)      evidence of the issuance of each approval, licence and consent to be
delivered by Purchaser shall have been received by Seller, including, without
limitation, the documents described in Clauses 3.3.2 and 3.3.3;


 


(e)      the insurance certificates and brokers letter of undertaking required by
Clause 10.5 shall have been delivered to Seller;


 


(g)      Seller shall have received the payment of the Purchase Price as set
forth in Clause 2.4.


 


12

















 


6.             FEES AND EXPENSES


 


Each of Purchaser and Seller shall be
responsible for its own costs and expenses, including legal fees, incurred by
each of them in connection with the negotiation, preparation and execution of
the Transaction Documents, regardless of whether the Aircraft or the Crew
Provisioning are in fact sold by Seller to Purchaser.


 


7.             REGISTRATION FEES


 


Purchaser shall be responsible at its own
expenses for obtaining and maintaining any governmental and other licences,
approvals, consents, certificates, exemptions, registrations and filings
necessary for the ownership, leasing, registration, maintenance, use or
operation of the Aircraft on and after Delivery. Subject to the provisions of
Clause 3.3, Seller and Purchaser will, at Purchaser’s expense, execute and file
documents with ANAC with respect to the sale and registration of the Aircraft
hereunder.


 


8.             INDEMNITIES


 


8.1           Purchaser’s
Indemnities


 


Purchaser shall indemnify, protect, save and
keep harmless Seller and each of its respective successors, assigns, and
affiliates, and each of their respective officers, directors, shareholders,
agents, employees, members, partners, contractors subcontractors, and
suppliers, including, without limitation, those persons engaged in Crew
Provisioning (collectively, the “Seller
Indemnitees”) for, from and against, and on written demand shall pay
or reimburse each Seller Indemnitee for the payment of, any and all Legal
Expenses imposed on, incurred by or asserted against any Seller Indemnitee to
the extent relating to or arising directly or indirectly out of or in any way
connected with (i) the breach by Purchaser of any obligation,
representation or warranty hereunder. or (ii) from and after the Effective
Time, the ownership, possession, maintenance, modification, control, use,
operation, sale, leasing or other application or disposition of the Aircraft or
any Engine or Part thereof or interest therein, whether by Seller,
Purchaser or any other person or party; provided, however, that such
Legal Expenses are not attributable to the gross negligence or wilful
misconduct of a Seller Indemnitee or the breach by Seller of any express
warranty, representation or obligation hereunder.


 


Purchaser shall indemnify and hold harmless
each of the Seller Indemnitees (and each of their respective successors,
assigns, affiliates, and their respective officers, directors, shareholders,
members, partners, employees, agents, contractors and subcontractors) from and
against all Legal Expenses arising from (i) the death of or injury to any
employee, agent, representative or contractor of Purchaser or (ii) the
loss of or damage to any property of Purchaser or any employee, agent,
representative or contractor of Purchaser, 
in connection with or arising out of any activity of Purchaser or any
employee, agent, representative or contractor of Purchaser, including, without
limitation, with respect to any acceptance flight, demonstration flight,
monitoring or 


 


13

















 


inspection of the Aircraft and the correction
of any non-conformities whether or not arising from the negligence (whether
active or passive) of any such indemnified person.


 


8.2           Seller’s
Indemnities


 


Seller shall indemnify, protect, save and keep
harmless Purchaser and each of its respective successors, assigns, and
affiliates, and each of their respective officers, directors, shareholders,
agents, employees, members, partners, contractors subcontractors, and suppliers  (collectively, the “Purchaser Indemnitees”) for, from and
against, and on written demand shall pay or reimburse each Purchaser Indemnitee
for the payment of, any and Legal Expenses 
imposed on, incurred by or asserted against any Purchaser Indemnitee to
the extent relating to or arising directly or indirectly out of or in any way
connected with (i) the breach by Seller of any obligation, representation
or warranty hereunder or (ii) prior to the Effective Time, the ownership,
possession, control, use, or operation of the Aircraft or any Engine or Part thereof
or interest therein; provided, however, that such Legal Expenses are not
attributable to the gross negligence or wilful misconduct of a Purchaser
Indemnitee or the breach by Purchaser of any express warranty, representation
or obligation hereunder.


 


8.3           Claims for Indemnification


 


If a claim is made by a third party against a
Purchaser Indemnitee or a Seller Indemnitee (such indemnitee, an “Indemnified
Party”) for any such Legal Expenses, the relevant Indemnified Party shall
promptly notify the indemnifying party upon receiving notice of such claim. If
requested by the indemnifying party in writing, such Indemnified Party will, at
the expense of the indemnifying party, take such action as the indemnifying
party or any insurer defending such claim may reasonably direct with respect to
such claim. Notwithstanding any other provision of this Agreement, the
obligations of the parties under this Clause 8.1 will survive the Delivery of
the Aircraft and the Crew Provisioning, hereunder.  If a claim is made against a Seller
Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly
notify Purchaser upon receiving notice of such claim.  If requested by Purchaser in writing, such
Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser
or the insurer defending such claim may reasonably direct with respect to such
claim.  Notwithstanding any other
provision of this Agreement, the obligations of parties under this Clause 8
will survive the Delivery of the Aircraft and the Crew Provisioning.


 


9.             TAXES


 


9.1           Each of Seller and Purchaser shall co-operate and use
reasonable efforts to avoid or minimise any and all Transfer Taxes or other
taxes (such as taxes based on gross or net income, profits or revenue, or
franchise or doing business) imposed on or arising out of the sale of the
Aircraft and the Crew Provisioning to Purchaser by Seller or otherwise imposed
on the transactions contemplated by the Transaction Documents. Notwithstanding
the foregoing, (a) any and all applicable Transfer Taxes charged or
imposed in Brazil arising out of the Delivery of the Aircraft or any Engine or Part thereof
or the fulfilment by Purchaser of its obligations under Clause 3.3.3 shall be
the sole responsibility and liability of Purchaser and (b) any and all
applicable Transfer 


 


14

















 


Taxes charged or
imposed in the United States arising out of the Delivery of the Aircraft or any
Engine or Part thereof or the performance of Crew Provisioning shall be
the sole responsibility and liability of Seller.


 


9.2           Each party will indemnify and hold the other party
harmless on demand from and against any and all Transfer Taxes levied or
imposed against or upon such other party that are payable by the indemnifying
party pursuant to Clause 9.1, and any taxes and expenses of any kind whatsoever
assessed against such other party that are attributable to any payment made by
the indemnifying party pursuant to this Clause 9.2.


 


9.3           If a
claim is made against a party for any Transfer Taxes required to be indemnified
pursuant to Clause 9.1, the claiming party shall promptly notify the
indemnifying party. Following receipt of such notice or upon receipt of any
claim made by a taxing authority against the claiming party directly, the
indemnifying party shall promptly pay and discharge when due any and all
Transfer Taxes and, as the case may be any other taxes or expenses described in
Clause 9.2, the responsibility and liability for which is assumed by the
indemnifying party pursuant to the provisions of Clauses 9.1 and 9.2.


 


10.          INSURANCE


 


10.1         Seller
shall, at no expense to Purchaser, maintain until the Delivery Date, liability
insurance (including war risks and allied perils, including passengers and
third parties, cargo and baggage, products liability and property damage) in
respect of the Aircraft in an amount of not less than [***] in respect of any
one accident or occurrence (but in the aggregate in respect of products and
personal injury liability).


 


10.2         Seller
shall, during the Crew Provisioning Period, maintain workers compensation
insurance and any other insurance required by applicable statute or regulation
for the benefit of Seller’s employees providing Crew Provisioning pursuant to
this Agreement.


 


10.3         Purchaser
shall, at no expense to Seller, maintain as of the Delivery Date liability
insurance (including war risks and allied perils, including passengers and
third parties, cargo and baggage, products liability and property damage) in
respect of the Aircraft, including cover for the Seller Indemnitees, in an
amount of not less than [***] in respect of any one accident or occurrence (but
in the aggregate in respect of products and personal injury liability).


 


10.4         The
insurance policies in respect of such insurance shall be (a) in the case
of Seller, Seller’s existing insurance policy, the details of which will be
confirmed in writing to Purchaser by the applicable insurer or broker, and (b) in
the case of Purchaser, in form and substance, and underwritten by insurers,
satisfactory to Seller, and be delivered to 


 


15

















 


Seller
on or before the Delivery Date, and such insurance policies shall include
provisions whereby:


 


a)            the
Seller Indemnitees are named as additional named insureds for their respective
rights and interests;


 


b)            the
insurers under any hull policy for the Aircraft shall waive all rights of
subrogation against the Seller Indemnitees to the extent of the indemnity under
Clause 8.1 of this Agreement;


 


c)            in
respect of the interests of each Seller Indemnitee in such policies, the insurance
shall not be invalidated by any act or omission (including misrepresentation
and non-disclosure) of Purchaser or any other person (other than, as to any
Seller Indemnitee, such Seller Indemnitee) which results in a breach of any
term, condition, warranty or other provision of such policies;


 


d)            none
of the Indemnified Parties shall have responsibility for the payment of
premiums or any other amounts payable by the other party under such policies;


 


e)             if
such insurance is cancelled or allowed to lapse for any reason whatsoever, or
if any material change is made in such insurance that adversely affects the
interest of any Seller Indemnitee, such cancellation, lapse or change shall not
be effective as to any Seller Indemnitee for 30 days (or 7 days or such other
period as is then customarily obtainable in the industry in the case of any war
and allied perils liability coverage) after giving notice from such insurers or
Purchaser’s appointed insurance broker to Seller;


 


f)             be
primary without right of contribution from any other insurance maintained by
any Seller Indemnitee;


 


g)            provide
a severability of interests provision applicable to each insured (including
each Seller Indemnitee) under the Policy such that all of the provisions of the
insurance required hereunder, except the limits of liability, shall operate in
the same manner as if there were a separate policy covering each insured
(including each Seller Indemnitee);


 


h)            waive
any right of the insurers to any setoff, counterclaim or other deduction against
any Seller Indemnitee; and


 


i)             provide
for worldwide coverage, subject to such limitations and exclusions as may be
customary; provided, however, that such limitations and exclusions are not
applicable to the territories where the Aircraft is operated.


 


16






 


 










 


10.5         Within five (5) business days of the
effectiveness of this Agreement, Seller shall deliver to Purchaser an original
insurance certificate confirming that Seller has complied with its obligations
hereunder.  On or before the Delivery
Date and at each renewal of the required insurances, Purchaser shall deliver to
Seller originals of each insurance certificate and broker’s letter of
undertaking in relation to the Aircraft confirming that Purchaser has complied
with its obligations hereunder.


 


11.          ASSIGNMENTS


 


Neither party shall assign or transfer its
rights, obligations or interests hereunder without the prior written consent of
the other, such consent not to be unreasonably withheld, delayed or
conditioned; provided, however, that in the case of any assignment requested by
Purchaser, consent by Seller will be contingent upon Seller’s sole and absolute
determination that any requested assignee (i) is creditworthy and (ii) is
willing and able to, and does, assume (in writing) all obligations of Purchaser
under this Agreement. The terms “Purchaser” and “Seller” when used herein, shall be deemed to include their
respective successors and permitted assigns. Purchaser may, at its sole cost
and expense, assign its rights by way of security to a third party provider of
financing for the purchase described herein; provided, however, that any such
assignment shall in no way decrease the rights or increase the obligations of
Seller hereunder.


 


12.          AMENDMENTS


 


Neither this Agreement nor any provision hereof
(including, for the avoidance of doubt, this Clause 12) may be amended,
supplemented, changed, waived, discharged or terminated orally, except pursuant
to a statement in writing signed by each of Seller and Purchaser.


 


13.          NOTICES


 


13.1         Notices


 


Every notice, request, demand or other
communication under this Agreement shall be in writing and either sent by an
internationally recognized overnight courier service, in which case notice
shall be deemed delivered as of the date shown on the courier’s delivery
receipt; or sent by telecopy during business hours of the recipient, with a
copy of the notice also deposited in the mail (postage prepaid) the same
business day, in which case notice shall be deemed delivered on transmittal by
telecopy provided that a transmission report is generated reflecting the
accurate transmission of the notices; or sent by mail, postage prepaid, in
which case notice shall be deemed delivered as of five business days after
deposit in the mail, addressed as follows:


 


13.1.1      to Purchaser to:


 


	
  Address:

  	
   

  	
  ALIAR AIRCRANE SERVICOS AEREOS ESPECIALIZADOS
  LTDA.

  



 


17

















 


	
  Fax:

  	
   

  	
  +55 31 3326 2904

  
	
   

  	
   

  	
   

  
	
  Email:

  	
   

  	
  bernardes@aliaraircrane.com.br;
  arnaldo@aliaraircrane.com.br

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Mr. Clovis Bernardes / Mr. José
  Arnaldo Resende

  



 


13.1.2      to Seller to:


 


	
  Address:

  	
   

  	
  ERICKSON AIR-CRANE INCORPORATED

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  1-503-473-8540

  
	
   

  	
   

  	
   

  
	
  Email:

  	
   

  	
  MMiller@ericksonaircrane.com

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  1-503-473-8540

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Steve Crowley

  



 


or to such other address, email or facsimile
number as is notified by one party to the other under this Agreement.


 


13.2         English
Language


 


All notices, requests, demands, or other
communication under this Agreement, unless made in the English language, shall
(unless expressly provided to the contrary) be accompanied by an English
translation and the English version of all such documents, notices,
communications, evidence, reports, opinions and other documents shall, to the
extent permitted by applicable law, prevail in the event of any conflict with
the non-English version thereof.


 


14.          MISCELLANEOUS


 


14.1         Entire Agreement


 


This Agreement (including all Exhibits,
Schedules and documents attached hereto) contains the entire agreement and
understanding between Seller and Purchaser relating to the subject matter
hereof, and supersedes any and all prior understandings, and agreements,
whether written or oral, in regard to such matters.


 


14.2         Delay in Exercising Rights


 


No failure or delay on the part of either party
in exercising any right, power or remedy under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise by either party of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.


 


14.3         Further Assurance; Cooperation Prior
to Delivery


 


14.3.1      Each party shall from time to time do and perform such
other and further acts and execute and deliver any and all such further
documents and 


 


18

















 


instruments as may be required by law or
reasonably requested in writing by the other to establish, maintain and protect
the rights and remedies of the other and to carry out and effect the intent and
purposes of this Agreement.


 


14.3.2      Prior to the Effective Time, each party will promptly
inform the other party in writing of any variances from the representations and
warranties contained in Clause 4.1 or Clause 4.4 or any breach of any covenant
hereunder by such party.  No disclosure
by any party pursuant to this Clause 14.3.2, however, shall be deemed to
prevent or cure any misrepresentation, breach of warranty or breach of
covenant, or limit a party’s rights and remedies under this Agreement for any
of the foregoing.  Each of the parties
will use commercially reasonable efforts to cause the conditions to the parties’
obligations to consummate the transactions contemplated hereby to be satisfied
(including the execution and delivery of all agreements contemplated hereunder
to be so executed and delivered and the making and obtaining of all third party
and governmental notices, filings, authorizations, approvals, consents,
releases and terminations).


 


14.4         Rights Cumulative


 


Nothing contained in this Agreement shall be
construed to limit in any way any right, power, remedy or privilege of each
party hereunder or now or hereafter existing at law or in equity. Each and
every right, power, remedy and privilege of each party under this Agreement: (i) shall
be in addition to and not in limitation of, or in substitution for, any other
right, power, remedy or privilege under this Agreement or at law or in equity; (ii) may
be exercised from time to time or simultaneously and as often and in such order
as may be deemed expedient by it; and (iii) shall be cumulative and not
mutually exclusive, and in addition to any remedies provided by law.


 


14.5         Counterparts


 


This Agreement may be executed in any number of
counterparts and by each of the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original, and all of which,
taken together, shall constitute one and the same instrument.


 


14.6         Severability


 


If any provision of this Agreement shall become
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired.


 


14.7         Data and Confidentiality


 


14.7.1       All Data is
proprietary to and shall remain the property of Seller. All Data is disclosed
to Purchaser in confidence, and shall neither (1) be used by Purchaser or
be furnished by Purchaser to any other person or entity for the design or
manufacture of any products, articles, compositions of matter, or processes or
otherwise to compete with Seller in any way, nor (2) be permitted out of
Purchaser’s possession, or divulged to any other person or entity except as
otherwise agreed by Seller in writing, nor (3) be 


 


19

















 


used in the creation, manufacture, development or derivation of any
repairs, modifications, designs or configuration changes to or related to the
Aircraft, or to obtain FAA or any other government or regulatory approval of
any of the foregoing. If consent is given, in writing by Seller, for
reproduction in whole or in part of any Data, any existing notice or legend,
including notices and legends identifying the confidential or proprietary
nature of such Data, shall appear in any such reproduction. Nothing in this
Clause shall preclude Purchaser from using Data for the overhaul or maintenance
by Purchaser of the Aircraft for its own use; except that all repairs or repair
processes that require substantiation will be the subject of a separate license
and substantiated repair agreement between Seller and Purchaser. Purchaser
shall be responsible for, and take all steps necessary to insure, compliance by
its employees and agents with this Clause. Nothing in this Agreement shall
convey to Purchaser the right to use Data to create, manufacture, develop, or
cause the reproduction of any aircraft, spare part, or part or component
thereof, of a design identical or similar to that of the Aircraft purchased
hereunder or to use Data to develop any repair for the Aircraft or give to
Purchaser a license under any patents or rights owned or controlled by
Purchaser.


 


14.7.2       This Agreement contains Data shared exclusively
between Seller and Purchaser, and nothing herein contained shall be divulged by
Seller or Purchaser to any third party without the prior written consent of the
other party hereto; except (i) to the extent required by law or to enforce
this Agreement; and (ii) to the extent necessary for disclosure to both
parties’ respective insurers, accountants, legal counsel or other professional
advisors for whom each party hereto shall be responsible to take all steps
necessary to insure compliance by those persons with this Clause.


 


14.8         No
Partnership.  No partnership, joint
venture or other relationship between the parties whereby any party may be held
liable for the acts or omissions of any other party is intended or created by
this Agreement.


 


14.9         Interpretation. 
No Clause or other provision of this Agreement shall be interpreted
against the interest of any party hereto for the reason that such party drafted
such Clause or other provision.


 


14.10       Government Authorization; Export Shipment.  The parties shall be responsible for
obtaining required export licenses and import licenses and other required
governmental authorization as set forth in Clause 3.3 above, and shall be
responsible for complying with all applicable U.S. and foreign government
licensing and reporting requirements related thereto.


 


15.          GOVERNING LAW


 


This agreement
shall be governed by and construed in accordance with the laws of the state of
New York, without reference to principles of conflicts of law.


 


20

















 


16.           ARBITRATION


 


16.1.        The parties agree that any controversy or dispute of
any kind arising out of or in connection with this Agreement or the
transactions contemplated hereby shall be settled by final and binding
arbitration under the rules of conciliation and arbitration (“ICC Rules”)
of the International Chamber of Commerce.


 


16.2         The Arbitration shall be constituted by one or more
arbitrators appointed in accordance with ICC Rules.


 


16.3         The forum for the arbitration shall be [Los Angeles,
California] and the governing law for the arbitration will be the law of the
State of Oregon (without reference to its conflicts of laws provisions). The
parties agree that the official language of the arbitration will be English.


 


16.4         The arbitration award shall include an
allocation of costs between the parties, including reasonable legal fees and
expenses. The parties hereby agree to bear their own costs during the conduct
of the arbitration.


 


16.5         The arbitrators shall be bound by and shall
strictly enforce the terms of this Agreement and may not limit, expand or
otherwise modify its terms.


 


16.6         The arbitrators’ decision shall provide a reasoned
basis for the resolution of each dispute and for any award.  The arbitrators shall have power and
authority to award any remedy or judgment that could be awarded by a court of
law in the State of Oregon. The award rendered by arbitration shall be final
and binding upon the parties, and judgment upon the award may be entered in any
court of competent jurisdiction applicable to the parties.


 


16.7         Waiver of Immunity


 


Each party to this Agreement agrees that in any
legal action or proceedings against it or its assets in connection with this
Agreement no immunity from such legal action or proceedings (which shall
include, without limitation, suit, attachment prior to judgement, other
attachment, the obtaining of judgement, execution or other enforcement) shall
be claimed by or on behalf of it or with respect to its assets, and each party
to this Agreement irrevocably waives any such right of immunity which it or its
assets now have or may hereafter acquire or which may be attributed to it or
its assets and consents generally in respect of any such legal action or
proceedings to the giving of any relief or the issue of any process in
connection with such action or proceedings including, without limitation, the
making, enforcement or execution against any property whatsoever (irrespective
of its use or intended use) of any order of judgement which may be made or
given in such action or proceedings.


 


21

















 


SCHEDULE 1

FORM OF BILL OF SALE


 


Reference is made to that certain Aircraft
Purchase Agreement dated as of August       ,
2010, between ALIAR AIRCRANE SERVICOS AEREOS ESPECIALIZADOS
LTDA, as Purchaser, and ERICKSON AIR-CRANE
INCORPORATED, as Seller (the “Purchase Agreement”).  Except as otherwise
defined herein, capitalized terms used but not defined in this Bill of Sale
will have the meanings given to such terms in the Purchase Agreement.


 


For valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller, as owner of the full legal
and beneficial title to the Aircraft, does hereby sell, grant, transfer and
deliver all its right, title and interest in and to the Aircraft free and clear
of all Encumbrances other than those created or granted by, or through,
Purchaser, to Purchaser, pursuant to the terms and conditions of the Purchase
Agreement.  Seller hereby warrants to
Purchaser, and its successors and assigns, that it is the legal and beneficial
owner of the Aircraft and that there is hereby conveyed to Purchaser good and
marketable title to the Aircraft free and clear of any Encumbrances other than
the Encumbrances granted or created by, or through, Purchaser.


 


The Aircraft is sold under and subject to all
of the terms and conditions set forth in the Purchase Agreement.


 


Except as stated in Clause 4.1 (Representations and Warranties of Seller), Clause 4.2
(Limited Warranty), 4.3 (Disclaimer of Warranty)
and 0 (Repetition of Representations and Warranties)
of the Purchase Agreement and in this Bill of Sale, to the extent permitted by
applicable law, no representations, guarantees or warranties are given by
Seller, express or implied of any kind, arising by law or otherwise.


 


This Bill of Sale and all matters arising from
or connected with it are governed by the laws of the State of Oregon without
reference to principles of conflicts of law.


 


IN WITNESS whereof, Seller has caused this Bill
of Sale to be duly executed as of this                        day
of
                      ,
2010.


 


 


	
   

  	
  ERICKSON AIR-CRANE INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


22






 


 










 


Schedule
2


 


MAIN FEATURES OF AIRCRAFT


 


Model: 
Erickson S-64F


Mfg. S/N: 64090


 


The Aircraft will be delivered to Aliar at the
Delivery Location on the Delivery Date, with zero time in the related log book
since Remanufacturing, other than hours required for flight testing and
Remanufacturing certification.  The
Aircraft’s features will include the following items:


 


·                  No accident history;


·                  New paint
(colors to be defined by ALIAR, with EAC’s ability to provide desired paint
scheme is subject to the timing of Aliar providing technical data to EAC).


·                  New electrical
(DC & AC) and avionics harness.


·                  Cockpit completely refurbished;


·                  Glass cockpit (digital panels);


·                  All the
applicable ADs, ASBs and mandatory SBs fully complied;


·                  Aircraft will
comply with ANAC certification requirements;


·                  Updated log
books & technical records;


·                  Fresh
overhauled components, including the Engines and other accessories;


·                  New operational
accessories kit, new operational rigging equipment kit, and new ground support
equipment kit, including the items listed below.


 


	
  A.

  	
   

  	
  S-64 F Helicopter Airframe

  	
   

  	
  Re-Manufactured

  
	
  B.

  	
   

  	
  General Arrangement

  	
   

  	
  Equipment and Accessories

  
	
   

  	
   

  	
  Wheeled Landing
  Type

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Dual Engine
  P & W JFTD12A-5A 4,800 SHP X 2

  	
   

  	
  Standard

  
	
   

  	
   

  	
  6 Blade Fully
  Articulated Main Rotor Head

  	
   

  	
  Standard

  
	
   

  	
   

  	
  4 Blade Tail Rotor
  Head

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Fuel Capacity, Main
  908 USG Aux 448 USG

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Dual Control 2
  Pilot Requirement

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Aft Facing Pilot
  Station with Flight Controls

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  47,000 lbs Max
  Gross Weight

  	
   

  	
  Standard

  
	
   

  	
   

  	
  25,000 lbs Max
  External Load Weight

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Environmental
  Control Unit (ECU)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Engine Anti Ice
  System

  	
   

  	
  Standard

  
	
   

  	
   

  	
  AFCS w/o Upgrade

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Primary
  Instrumentation CRT & LCD Display

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Back up
  Instrumentation Analog

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Rotor Brake Hand
  Pump Style

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Main Wheel Brakes

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Cockpit Door Bubble
  Windows

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Pulse Lights

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Red &
  White Strobe Tail Lights

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Red Nose Strobe
  Light

  	
   

  	
  Standard

  



 


23

















 


	
   

  	
   

  	
  Sealed Lead Acid
  Battery

  	
   

  	
  Standard

  
	
   

  	
   

  	
  APP Electric Start

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Cockpit Fans

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Fire Extinguisher
  Hand Held

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Crash Axe

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Two Color Paint
  Scheme

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Hard Wiring for
  RADS, RADS Kit Included

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Collective Down
  Lock System

  	
   

  	
  Standard

  
	
   

  	
   

  	
  4th Crew Seat

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Auxiliary Fuel Tank
  with Indicator

  	
   

  	
  Standard

  
	
   

  	
   

  	
  First Aide Kit

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Fall Protection
  System

  	
   

  	
  Standard

  



 


	
  C.

  	
   

  	
  Engine and Systems Monitoring

  Display

  	
   

  	
  Equipment and

  Accessories

  
	
   

  	
   

  	
  ICDS 2000 Multi
  Function Display (2 ea.) Includes:

  	
   

  	
  Standard

  
	
   

  	
   

  	
  N1 Indicator (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Fuel Flow Indicator
  (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  EPR Indicator (2
  ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  MGB Oil Temperature
  Indicator

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Fuel Quantity
  Indicator (3 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Torque Indicator (3
  ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Triple Tachometer
  (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Oil Cooler
  Tachometer

  	
   

  	
  Standard

  
	
   

  	
   

  	
  T-5 Indicator (2
  ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Hydraulic Pressure
  Indicator (3 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  MGB Oil Temperature
  Indicator

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Engine Oil
  Temperature Indicator (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Load Cell Indicator

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Fire Tank Quantity
  Indicator

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Electronic
  Horizontal-Situation Indicator (EHSI) (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Electronic Attitude Directional Indicator (EADI) (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Magnetic Compass

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Altimeter (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Airspeed Indicator (2
  ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Vertical Speed
  Indicator (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Artificial Horizon
  (2 ea.) Standby

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Clock Digital (2
  ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  OAT Indicator —
  Digital and Analog (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Hour Meter

  	
   

  	
  Standard

  



 


	
  D.

  	
   

  	
  Radio Package

  	
   

  	
  Equipment and Accessories

  
	
   

  	
   

  	
  6 Position Intercom
  System, 4 Inside, 2 External

  	
   

  	
  Standard

  
	
   

  	
   

  	
  VHF COMM- 118-152
  MHz (VHF-22) (2ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Distance Measuring
  Equipment (DME) Transceiver

  	
   

  	
  Standard

  



 


24

















 


	
  D.

  	
   

  	
  Radio Package

  	
   

  	
  Equipment and Accessories

  
	
   

  	
   

  	
  ATC Transponder
  (TDR-94/94D Mode S Transponder) (2 ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Radio Tuning Unit
  (RTU) (2ea.)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Emergency Locator
  Transmitter (ELT) 406 MHz

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Radar Altimeter

  	
   

  	
  Standard

  
	
   

  	
   

  	
  USFS P25 Compliant
  VHF FM Transceiver (Northern Airborne Technology NPX136D)

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  GPS (Garmin 500)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  VOR/ILS Receiver
  with Marker Beacon

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Automatic Direction
  Finder (ADF) Receiver

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Cockpit Voice
  Recorder (Pacific Avionics & Instruments)

  	
   

  	
  Standard

  
	
   

  	
   

  	
  EMM 35 Engines and
  Systems Monitoring

  	
   

  	
  Standard

  
	
   

  	
   

  	
  AFF Blue Sky System

  	
   

  	
  Included in Price

  



 


	
  E.

  	
   

  	
  Fire Suppression System

  	
   

  	
  Equipment and Accessories

  
	
   

  	
   

  	
  Fire Tank 2,550 USG

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  Foam Tank Internal
  70 USG

  	
   

  	
  Standard with Tank

  
	
   

  	
   

  	
  Pond Snorkel with
  Aux Pack

  	
   

  	
  Standard with Tank

  
	
   

  	
   

  	
  Sea Snorkel

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  Hydro Seed
  Modification

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  Bambi Bucket HL7600
  STD.

  	
   

  	
  Included in Price

  



 


	
  F.

  	
   

  	
  Construction Accessories

  	
   

  	
  Equipment and Accessories

  
	
   

  	
   

  	
  Siren Warning
  System

  	
   

  	
  Standard

  
	
   

  	
   

  	
  Shock &
  Pendant to include upper hook

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  Anti Rotational
  Restraint System

  	
   

  	
  Included in Price

  
	
   

  	
   

  	
  Construction Winch

  	
   

  	
  Included in Price

  



 


	
  G.

  	
   

  	
  Training

  	
   

  	
  Equipment and Accessories

  
	
   

  	
   

  	
  Maintenance
  Training 240 Hr. Course (4 Students)

  	
   

  	
  Technical Training
  Syllabus

  
	
   

  	
   

  	
  Pilot Training 40
  Hr. Ground School 15 Hr. Flight Transition (4 students)

  	
   

  	
  Pilot Training Syllabus

  
	
   

  	
   

  	
  Safety Management
  Training (4 Students)

  	
   

  	
  SMS Syllabus

  



 


	
  H.

  	
   

  	
  Time Life Credits

  	
   

  	
   

  
	
   

  	
   

  	
  The time life credits on all life limited parts (LLPs) , if not new,
  must exceed 50% of their time limit or service time, as follow:

  a)  If the LLP is internal of a
  component controlled by TBO, the remaining life must equal the TBO remaining
  life.

  b)  At delivery an assessment of
  the percentage of the remaining life of the LLP’s installed on the 

  	
   

  	
  Comply

  



 


25

















 


	
   

  	
   

  	
  Aircraft will be conducted
  to determine a Prorated Credit value. 
  In the event the Prorated Credit value exceeds $[***]US, the Final
  Payment will be reduced by the Prorated credit amount over $[***]US.

   

  c)  Prorated Credit = (New Part [wholesale]
  Price $ / Service Life) x Time Used

  	
   

  	
   

  



 


	
  I.

  	
   

  	
  Time Between Overhaul

  	
   

  	
   

  
	
   

  	
   

  	
  All components under the manufactures overhaul schedule shall be TBO
  0.0

  	
   

  	
  Comply

  



 


	
  J.

  	
   

  	
  Warranty

  	
   

  	
   

  
	
   

  	
   

  	
  Warranty Period — 1000 hours or 2 years whichever occurs first

  	
   

  	
  [***]

  



 


	
  K.

  	
   

  	
  Crewing Services

  	
   

  	
   

  
	
   

  	
   

  	
  (2) CFI Pilots, (2) Crew Chief, (2) Load Master on
  rotation each for a period of (12) months. 
  (1) Aft Seat Pilot for a period of (120) days.  (1) Project Manager for a period of
  (120) days.

  	
   

  	
  [***]

  



 


	
  L.

  	
   

  	
  Aircraft Documentation 

  	
   

  	
   

  
	
   

  	
   

  	
  All Aircraft
  Documentation current on the Delivery Date.

  	
   

  	
  Comply

  



 


26














 


Schedule 3


 


PRO-FORMA INVOICE


 


Date:
August        , 2010


Expiration Date:


Item: S-64F Helicopter, Accessories &
Support


Unit Qty: 1


Currency: USD


 


AIRCRAFT & ACCESSORIES


 


	
  Item

  	
   

  	
  Qty.

  	
   

  	
  Unit Price

  	
   

  	
  Extended Price

  	
   

  
	
  S-64F Standard
  Helicopter

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Fire Suppression
  Tank

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Sea Snorkel

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Construction Winch

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Hydro Seed
  Modification

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Aft Seat Stick

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Shock &
  Pendant

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Anti Rotation
  Device

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Bambi Bucket

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Hover Snorkel

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Flyaway Tool Box

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
  Sub
  Total Aircraft

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  



 


RIGGING


 


	
  Item

  	
   

  	
  Qty.

  	
   

  	
  Unit Price

  	
   

  	
  Extended Price

  	
   

  
	
  200 ft Long Line

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  25,000 lb Remote
  Hook

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  8,000 lb Remote
  Hook

  	
   

  	
  5

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  12,000 lb Remote
  Hook

  	
   

  	
  3

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  20 ft rigging

  	
   

  	
  4

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


27

















 


	
  40 ft rigging

  	
   

  	
  4

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Spreader Bar 10ft
  sq

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Spreader Bar 4 ft

  	
   

  	
  2

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Angle Guides

  	
   

  	
  240

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Large Batter Guides
  Yellow

  	
   

  	
  60

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Large Batter Guides
  Red

  	
   

  	
  60

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Small Batter Guides
  Yellow

  	
   

  	
  60

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Small Batter Guides
  Red

  	
   

  	
  60

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


28

















 


	
  Item

  	
   

  	
  Qty.

  	
   

  	
  Unit Price

  	
   

  	
  Extended Price

  	
   

  
	
  Outside Stops
  Yellow

  	
   

  	
  240

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Outside Stops Red

  	
   

  	
  240

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Inside Stops

  	
   

  	
  240

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Bump Guides

  	
   

  	
  12

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Bullets

  	
   

  	
  12

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Rigging
  Package Sub Total

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Hydraulic Grapple

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Concrete Bucket

  	
   

  	
  2

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Rigging
  Package Price

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


GROUND
SUPPORT


 


	
  Item

  	
   

  	
  Qty.

  	
   

  	
   

  	
   

  	
  Extended Price

  	
   

  
	
  Support Trailer
  (POD)

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Ground APU

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Hydraulic Ground
  Unit

  	
   

  	
  1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Sub
  Total Ground Support

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


GRAND
TOTALS


 


	
  Item

  	
   

  	
  Extended Price

  	
   

  
	
  Sub Total Aircraft

  	
   

  	
  [***]

  	
   

  
	
  Sub Total Rigging

  	
   

  	
  [***]

  	
   

  
	
  Sub Total Ground Support

  	
   

  	
  [***]

  	
   

  
	
  Sub Total Cost of Crew Provisioning

  	
   

  	
  [***]

  	
   

  
	
  Sub Total Extended Warranty

  	
   

  	
  [***]

  	
   

  
	
  GRAND
  TOTAL AIRCRAFT COST

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
  [***]

  	
   

  



 


29

















 


	
  Less:
  Extended Warranty Discount

  	
   

  	
  [***]

  	
   

  
	
  Less:
  Aircraft Package Discount

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
  [***]

  	
   

  
	
  GRAND
  TOTAL NET PURCHASE PRICE

  	
   

  	
  [***]

  	
   

  



 


30














 


SCHEDULE 4


 


Acceptance Certificate


 


Reference is made to that certain Aircraft
Purchase Agreement dated as of August       ,
2010, between ALIAR AIRCRANE SERVICOS AEREOS ESPECIALIZADOS
LTDA, as Purchaser, and ERICKSON AIR-CRANE
INCORPORATED, as Seller (the “Purchase Agreement”).  Except as otherwise
defined herein, capitalized terms used but not defined in this Bill of Sale
will have the meanings given to such terms in the Purchase Agreement.


 


Pursuant to the Purchase Agreement the
undersigned hereby accepts delivery of the Aircraft at
    :     (AM/PM) on
                    ,
      , 2010 in Central Point, Oregon and agrees
and confirms that the Aircraft has been delivered to and accepted by Purchaser
in accordance with all terms and conditions set forth in the Purchase
Agreement.


 


Executed by a duly authorized representative of
Purchaser this          day of 
              ,
2010.


 


 


	
   

  	
  ALIAR AIRCRANE SERVICOS AEREOS ESPECIALIZADOS
  LTDA.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


31

















 


SCHEDULE 5


 


Crew Provisioning


 


1.              Subject
Matter:             In consideration of the payment by Purchaser of the cost of Crew
Provisioning set forth on the Pro-Forma Invoice attached at Schedule 3 above,
Seller  will provide the personnel
set forth in Appendix A to this Schedule 5 beginning on the Delivery Date and
ending twelve (12) months from the Date of commencing aircraft operations in
Brazil (the “Crew Provisioning Period”) to assist Purchaser  in
operating the Aircraft. It is understood and agreed that individuals performing
the duties set forth in Appendix A will be rotated to and from Brazil every
twenty-one (21) days or otherwise in the sole discretion and at the expense of
Seller.


 


2.               Status; Crew Wages:                            The cost of Crew Provisioning includes all wages,
salaries, benefits, insurance (including but not limited to workers
compensation insurance), taxes and other fees and expenses (“Labor Costs”) paid
by Seller to its personnel providing such Crew Provisioning.  All such personnel will be employed exclusively
by Seller and Purchaser will have no obligation or liability for Labor Costs
related to such personnel.


 


3.               Indemnification:  Seller agrees
to indemnify Purchaser against any and all legal claims arising out of the
action or inaction of Seller’s personnel providing Crew Provisioning.


 


4.               Crew Expenses: Seller will pay for miscellaneous expenses for its
employees. Expenses include transportation costs, lodging, meals, car rental,
cell phone, internet capability and other similar costs incurred by such
personnel in the course of performing Crew Provisioning.


 


5.               Control and Expenses of Aircraft:                                                           Purchaser is the owner and operator of the Aircraft
and is responsible for all costs and expenses with respect to the ownership,
use, operation, maintenance, overhaul and registration of the Aircraft or any
Part.


 


6.               Scheduling: Seller and Purchaser shall coordinate to establish the
working schedule for personnel provided by Seller hereunder within the
parameters set forth in this Schedule 5 and its Appendix A and any applicable
laws and regulations.


 


7.               Control of Crew Personnel: The personnel provided by Seller hereunder shall be
under the operational control of Seller and shall be subject to the applicable
regulatory requirements and all other applicable laws and Seller company
policies and procedures [including, without limitation, Seller’s AOPM].


 


8.               Safety: Without limiting the provisions contained in Clause
7 above, Seller or any of its personnel with a duty or discretion to do so may
refuse to provide or suspend operations for safety reasons, whether the hazard
be weather or other natural conditions, mechanical problems, human factors,
risks created by or at the operational site or for any other reason which
involves an unreasonable risk of injury or death to any person or damage to any
property.


 


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APPENDIX A


 


One Pilot for a period of twelve (12) months
commencing on the date of commencing aircraft operations in Brazil.


 


One Crew Chief for a period of twelve (12)
months commencing on the date of commencing aircraft operations in Brazil.


 


One Load Master for a period of twelve (12)
months commencing on the date of commencing aircraft operations in Brazil.


 


One Project Manager for a period commencing on
a date to be mutually agreed and not to exceed one hundred twenty (120) days
during the first twelve (12) months from the date of commencing aircraft
operations in Brazil.


 


One Aft-Seat Pilot for a period commencing on a
date to be mutually agreed and not to exceed one hundred twenty (120) days
during the first twelve (12) months from the date of commencing aircraft
operations in Brazil.


 


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EXECUTION PAGE


 


IN WITNESS WHEREOF the duly authorised representatives of the parties
hereto have executed this Agreement and the same has been delivered and
rendered effective on the day and year first hereinbefore written.


 


Purchaser


 


for and on behalf of


ALIAR AIRCRANE SERVICOS AEREOS
ESPECIALIZADOS LTDA.


 


	
  Signature:

  	
  Signature:

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  



 


 


Seller


 


for and on behalf of


ERICKSON AIR-CRANE
INCORPORATED


 


	
  Signature:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  



 


34