exv10w1



 







Exhibit 10.1




	 	 	 
	

	 	S-92 NEW HELICOPTER SALES AGREEMENT





THIS S-92 NEW HELICOPTER SALES AGREEMENT, dated as of the Acceptance Date stated below, is
made by and between Sikorsky Aircraft Corporation (“Sikorsky”) and the Customer named below.





	I.	 	DEFINITIONS / INFORMATION FOR THIS AGREEMENT





	 	 	 	 	 	 
	 

	 	Customer:
	 	Bristow Group	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	Sikorsky Contract No:
	 	92I006307	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	Offshore Oil Helicopter

Quantity:
	 	Two	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	Scheduled Presentation Date

Helicopter:	 	 	 
	 
	 	 	 	 	 
	 

	 	     Helicopter #1:
	 	December 2006, or sooner at Sikorsky’s option.	 
	 
	 	 	 	 	 
	 

	 	     Helicopter #2:
	 	January 2007, or sooner at Sikorsky’s option.	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	Scheduled Presentation Date

Completion Services:	 	 	 
	 
	 	 	 	 	 
	 

	 	     Helicopter #1:
	 	March 2007, or sooner at Sikorsky’s option.	 
	 
	 	 	 	 	 
	 

	 	     Helicopter #2:
	 	April 2007, or sooner at Sikorsky’s option.	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	Prices:	 	 	 
	 
	 	 	 	 	 
	 

	 	     ***
	 	***	 
	 
	 	 	 	 	 	 






	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT







	 	 	 	 	 
	 	 	 	 	 
	 

	 	Payment Schedule:	 	 
	 
	 	 	 	 
	 

	 	     ***
	 	***
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Option Payments:	 	 
	 

	 	     ***
	 	***
	 
	 	 	 	 
	 	 	 	 	 
	 

	 	Customer’s Contact for

Technical Issues:
	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Customer’s Address for

Legal Notices:
	 	 
	 	 	 	 	 







	II.	 	SIKORSKY’S COMMITMENTS TO THE CUSTOMER
	 
	1.	 	Sale — Sikorsky shall sell and deliver to the Customer, and the Customer shall purchase from
Sikorsky, the Quantity of Sikorsky Model S-92 Helicopters equipped with the items of
additional equipment specified in Exhibit A, Part 1 (the “Helicopter”). In addition, Sikorsky
shall sell and perform the Completion Services for Customer and Customer shall purchase the
Completion Services on the Helicopter, which will then be equipped with the items of
additional equipment specified in Exhibit A, Part 2, (the “Offshore Oil






	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT







	 	 	Helicopter”). The Helicopter shall be accepted at Sikorsky’s designated facilities in
Stratford, Connecticut (the “Designated Facility”) and title to the Helicopter shall be
transferred to the Customer or Customer’s designee subject to Article VII, paragraph 1.
Subsequent to the title transfer, Sikorsky shall retain custody of the Helicopter for the
purpose of the performance of the Completion Services. As part of the Completion Services,
Sikorsky will transport the Helicopter, at its expense, from the Designated Facility, to
Sikorsky’s designated completion center (the “Completion Center”) via ferry flight. Upon
its arrival at the Completion Center, the Helicopter shall be inducted into the facility in
order to allow the performance of the Completion Services.
	 
	 	 	Subsequent to the arrival of the Helicopter at the Completion Center the configuration items
specified in Annex 1 to Exhibit A, in addition to any configuration items that by their
nature require deletion from the Helicopter to accommodate Customer’s requested final
configuration items, shall be removed from the Helicopter and retained by Sikorsky. These
configuration items shall be either deleted or replaced by the Customer’s designated items
in Exhibit A, Part 2 as part of the Completion Services. Customer and Sikorsky shall review
in greater detail the list of configuration items that will be included in the Helicopter
and the Offshore Oil Helicopter in accordance with the Configuration Finalization review
provided in Section 5 of Article VI.
	 
	2.	 	Publications and Training — In conjunction with the sale of the Helicopter, Sikorsky agrees
to provide: (i) the technical publications described in Exhibit B and (ii) the training
described in Exhibit C.
	 
	3.	 	Helicopter Warranty — Sikorsky’s warranties and Customer’s remedies are set forth in Exhibit
D.
	 
	4.	 	Spare Parts Provisioning and Technical Support — Spare Parts Provisioning and Technical
Support are set forth in Exhibit E.
	 
	5.	 	Options — Customer shall have the following options to purchase additional Offshore Oil
Helicopters:






	 	a.	 	Customer shall, prior to 5:00PM EST on September 30, 2006, have the option to
purchase up to five (5) additional Offshore Oil Helicopters (“Helicopter 3, 4, 5, 6 and
7” respectively, and collectively, the “Option A Helicopters”) under this Agreement for
delivery in 2007. This option shall expire and Customer shall have no further right to
exercise this option as of 5:00PM EST on September 30, 2006. The prices applicable to
the Option A Helicopters shall be as follows:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Scheduled	 	Scheduled
	 	 	 	 	Completion	 	Offshore Oil	 	Presentation	 	Presentation
	Option A	 	Helicopter Unit	 	Services Unit	 	Helicopter Unit	 	Date	 	Date Completion
	Helicopter	 	Price	 	Price	 	Price	 	Helicopter	 	Services
	3
	 	***
	 	***
	 	***
	 	***
	 	***
	4
	 	***
	 	***
	 	***
	 	***
	 	***






	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Scheduled	 	Scheduled
	 	 	 	 	Completion	 	Offshore Oil	 	Presentation	 	Presentation
	Option A	 	Helicopter Unit	 	Services Unit	 	Helicopter Unit	 	Date	 	Date Completion
	Helicopter	 	Price	 	Price	 	Price	 	Helicopter	 	Services
	5
	 	***
	 	***
	 	***
	 	***
	 	***
	6
	 	***
	 	***
	 	***
	 	***
	 	***
	7
	 	***
	 	***
	 	***
	 	***
	 	***







	 	b.	 	Customer shall, prior to 5:00PM EST on March 31, 2007, have the option to
purchase up to four (4) additional Offshore Oil Helicopters (“Helicopter 8, 9, 10 and
11” respectively, and collectively, the “Option B Helicopters”) under this Agreement
for delivery in 2008. This option shall expire and Customer shall have no further
right to exercise this option as of 5:00PM EST on March 31, 2007. The prices
applicable to the Option B Helicopters shall be as follows:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Scheduled	 	Scheduled
	 	 	 	 	Completion	 	Offshore Oil	 	Presentation	 	Presentation
	Option B	 	Helicopter Unit	 	Services Unit	 	Helicopter Unit	 	Date	 	Date Completion
	Helicopter	 	Price	 	Price	 	Price	 	Helicopter	 	Services
	8
	 	***
	 	***
	 	***
	 	***
	 	***
	9
	 	***
	 	***
	 	***
	 	***
	 	***
	10
	 	***
	 	***
	 	***
	 	***
	 	***
	11
	 	***
	 	***
	 	***
	 	***
	 	***







	 	c.	 	Customer shall, prior to 5:00PM EST on June 30, 2007, have the option to
purchase up to four (4) additional Offshore Oil Helicopters (“Helicopter 12, 13, 14 and
15” respectively, and collectively, the “Option C Helicopters”) under this Agreement
for delivery in 2008. This option shall expire and Customer shall have no further
right to exercise this option as of 5:00PM EST on June 30, 2007. The prices applicable
to the Option C Helicopters shall be as follows:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Scheduled	 	Scheduled
	 	 	 	 	Completion	 	Offshore Oil	 	Presentation	 	Presentation
	Option C	 	Helicopter Unit	 	Services Unit	 	Helicopter Unit	 	Date	 	Date Completion
	Helicopter	 	Price	 	Price	 	Price	 	Helicopter	 	Services
	12
	 	***
	 	***
	 	***
	 	***
	 	***
	13
	 	***
	 	***
	 	***
	 	***
	 	***
	14
	 	***
	 	***
	 	***
	 	***
	 	***
	15
	 	***
	 	***
	 	***
	 	***
	 	***







	 	d.	 	Customer has paid the First Option Deposit in partial consideration of Sikorsky
providing Customer with the option to purchase the Option A Helicopters, the Option B
Helicopters and the Option C Helicopters. The First Option Deposit shall be credited
in equal amounts to the Advance Payment of each Option A Helicopter, Option B
Helicopter or Option C Helicopter that Customer elects to purchase. *** In further
consideration of Sikorsky providing Customer with the option to purchase the Option A
Helicopters, the Option B Helicopters and the Option C Helicopters, Customer agrees to
pay the Second Option Deposit to Sikorsky no later than June 29, 2006. The Second
Option Deposit shall be







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT






	 	 	 	credited in equal amounts toward the payments that become due on the Option A
Helicopters. ***
	 
	 	e.	 	Except as modified by this section 5, and except for payment of the First
Option Deposit and the Second Option Deposit, all other terms of this Agreement shall
apply to the Option A Helicopters, Option B Helicopters and Option C Helicopters upon
the exercise of such options by the Customer and Sikorsky and the Customer shall
execute an amendment to this Agreement to reflect the exercise of the applicable
option, the specific delivery dates and prices applicable to such option and the
inclusion of any additional configuration items.






	III.	 	INSPECTION, ACCEPTANCE, DELIVERY AND TITLE TRANSFER
	 
	1.	 	Presentation for Acceptance — The Helicopter shall be presented for acceptance at the
Designated Facility on the Scheduled Presentation Date Helicopter. During such presentation,
the Customer shall be entitled to a standard acceptance test flight for each Helicopter.
Customer’s obligation to purchase the Helicopter is conditioned upon and subject to Customer
being satisfied that the Helicopter is in airworthy condition with all flight critical systems
functional and in proper working order, and has been manufactured in accordance with the
specifications of this Agreement and that the Helicopter has no damage, corrosion or other
defects.
	 
	2.	 	Acceptance, Delivery and Title Transfer — After presentation, Customer shall evidence its
acceptance of the Helicopter by executing a Certificate of Helicopter Acceptance in the form
of Exhibit F Part 1. Thereafter, Sikorsky shall deliver to Customer, or Customer’s designee
in accordance with Paragraph 3 of Article VII hereof, a Bill of Sale and a Certificate of
Airworthiness to evidence delivery and title transfer. The Helicopter shall be delivered Ex
Works (Incoterms 2000) from the delivery facility.
	 
	3.	 	No Prospective Registration of Interest — Prior to the transfer of title as provided in this
Agreement, Customer, without the prior written consent of Sikorsky, shall neither register nor
consent to the ability of any person to register any interest in the Helicopter or its engines
on the International Registry, including without limitation, any prospective international
interest, pursuant to that body of law known as the Cape Town Treaty Convention on
International Interests in Mobile Equipment and the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the
“Cape Town Treaty”). Any consent by Sikorsky to registration of any interest in the
Helicopter or its engines shall be subject to, among other things at Sikorsky’s sole
discretion, receipt by Sikorsky of all payments due under this Agreement at the time of title
transfer of the Helicopter to Customer. Registration of any interest under the Cape Town
Treaty in violation of this paragraph shall be deemed ineffective as against Sikorsky and
Customer shall immediately upon request of Sikorsky and at







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT






	 	 	Customer’s expense, take all required action to remove any such interest or other
encumbrance on the Helicopter in connection therewith.
	 
	4.	 	Risk of Loss — Sikorsky shall have risk of loss of the Helicopter, subsequent to the transfer
of title through Customer’s acceptance of the Completion Services. In the event that the
Helicopter is damaged or the functionality is in any way compromised during the conduct of the
Completion Services, Sikorsky shall be required, as a part of the Completion Services, to
repair such damage or restore such functionality. Customer agrees that any insurance
proceeds for such repair shall be paid directly to Sikorsky. In the event that the
Helicopter is damaged beyond repair, Sikorsky shall, at Customer’s option, provide Customer
with a substitute new S-92 Helicopter in the next available delivery position under the same
terms and conditions of this Agreement, however, should the next available delivery position
extend beyond twelve (12) months after the Scheduled Presentation Date Helicopter, the
Helicopter and the Completion Services may be subject to price adjustment, or Sikorsky or the
insurance company shall promptly refund to Customer all amounts theretofore paid by Customer
with respect to the purchase price thereof.
	 
	5.	 	Presentation of Completion Services for Acceptance — Upon the completion of the Completion
Services, the Offshore Oil Helicopter shall be presented for technical acceptance of the work
performed at the Completion Center on the Scheduled Presentation Date Completion Services.
During such presentation, the Customer shall be entitled to a standard acceptance test flight
for each Helicopter. Customer’s obligation to accept the Offshore Oil Helicopter is
conditioned upon and subject to Customer being satisfied that the Completion Services have
been satisfactorily completed and that the Helicopter as previously accepted by Customer, is
in airworthy condition with all systems functional and in proper working order.
	 
	6.	 	Acceptance of Completion Services — After the completion of the inspection, the Offshore Oil
Helicopter shall be presented to Customer for final acceptance of the Completion Services at
the Designated Facility. Customer shall evidence its acceptance of the Completion Services by
executing a Certificate of Acceptance of the Completion Services in the form of Exhibit F Part
2. Thereafter, *** Sikorsky shall provide to Customer a FAA return to service certification
and, if applicable, an Export Certificate of Airworthiness, and the Offshore Oil Helicopter
shall then be at Customer’s risk. If applicable under the terms of this Agreement, Sikorsky
retains the right to utilize its own freight forwarder for the preparation and booking of any
export shipment.
	 
	IV.	 	PRICE/PAYMENT SCHEDULE
	 
	1.	 	Price/Payment Schedule — The Customer shall pay to Sikorsky the payments set forth below by
wire transfer to Sikorsky’s Account No. 57-56685 ABA No. 071-000013 SWIFT:FNBCUS44 at BANKONE
N.A., 1 Bank One Plaza, Chicago, IL 60670 (or







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT







	 	 	another account that Sikorsky may designate in writing), as follows:
	 
	 	 	***
	 
	V.	 	TERMS AND CONDITIONS
	 
	1.	 	Excusable Delays — Customer acknowledges that the goods called for hereunder are to be
manufactured for Customer to fulfill this Agreement and that the delivery dates are based on
the assumption that there will be no delay due to causes beyond the reasonable control







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT













	 	 	of Sikorsky. Sikorsky shall not be charged with any liability for delay or non-delivery
when due to delays of suppliers, acts of God, terrorism or the public enemy, compliance in
good faith with any applicable foreign or domestic governmental regulation or order whether
or not it proves to be invalid, fires, riots, labor disputes, unusually severe weather, or
any other cause beyond the reasonable control of Sikorsky. To the extent that such causes
actually retard deliveries on the part of Sikorsky, the time for Sikorsky’s performance
shall be extended for as many days beyond the delivery date as are required to obtain
removal of such causes. This provision shall not, however, relieve Sikorsky from using
reasonable efforts to avoid or remove such causes and continue performance with reasonable
dispatch whenever such causes are removed.
	 
	2.	 	Inability Or Refusal To Pay — If Customer is unable or refuses to make payment to Sikorsky in
accordance with any of its obligations to Sikorsky, Sikorsky may, at its option, terminate
this Agreement by giving to Customer written notice of its intention to terminate. Upon such
termination, Sikorsky shall be relieved of any further obligations to Customer and Customer
shall (i) reimburse Sikorsky for its termination costs and expenses and a reasonable allowance
for profit and (ii) to the extent Customer holds title to the helicopter for which Customer is
unable or refuses to make payment to Sikorsky, immediately upon request of Sikorsky, and at
Customer’s expense, execute such documents as are necessary to transfer title to such
helicopter to Sikorsky free and clear of any and all encumbrances. All sums paid to Sikorsky
from whatever sources may be retained by Sikorsky and applied toward any amount owed to
Sikorsky. In addition, Sikorsky shall have the right to reduce and set-off against any
amounts payable by Sikorsky to Customer or against Customer’s property in Sikorsky’s
possession any indebtedness or other claim which Sikorsky may have against Customer. The
excess, if any, of such sums over the total termination amount shall be returned to the
Customer by Sikorsky.
	 
	3.	 	Taxes — In addition to the Total Contract Price, the Customer shall be responsible for
payment of any and all taxes (including any sales and use tax, but not including Sikorsky’s
income taxes), which may be imposed by any taxing authority arising from the sale, delivery or
use of the Helicopter/Offshore Oil Helicopter. If Sikorsky is held responsible by any taxing
authority for collection or payment, either on its own behalf or that of the Customer,
Customer shall pay all such taxes to Sikorsky upon receipt by Customer from Sikorsky of its
bill therefor. Customer shall provide pertinent exemption and related certificates to Sikorsky
thirty (30) days prior to the Scheduled Presentation Date of the Helicopter and/or Completion
Services. Customer’s obligations under this Paragraph 3 shall survive delivery hereunder.
	 
	4.	 	Limitation Of Liability — With respect to any Offshore Oil Helicopter, part or service
purchased under this Agreement and alleged to be the direct or indirect cause of any loss or
damage to the Customer, the sum equal to the invoiced price of such Offshore Oil Helicopter,
part or service shall be the ceiling limit on Sikorsky’s or any of its affiliate’s liability
whether founded in contract or tort (including negligence, strict tort liability or breach of
warranty), arising out of or resulting from (i) this Agreement or the







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT






	 	 	performance or breach thereof, or (ii) the design, manufacture, delivery, sale, repair,
replacement, or any use of such Offshore Oil Helicopter, or (iii) the furnishing of any such
service. In no event shall Sikorsky or any of its affiliates have any liability for any
incidental or consequential damages.
	 
	5.	 	Assignment/Construction/Merger






	 	a.	 	This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the parties hereto, but it may not be voluntarily assigned, wholly or in
part, by either party hereto without the prior written consent of the other party;
provided however, that Sikorsky shall have the right to assign this Agreement to a
wholly owned subsidiary or affiliate of Sikorsky.
	 
	 	b.	 	This Agreement shall be interpreted in accordance with the plain English
meaning of its terms, and the construction thereof shall be governed by the laws of the
State of Connecticut, United States of America (without regard to its choice of law
principles).
	 
	 	c.	 	The terms and conditions contained in this Agreement constitute the entire
agreement between the parties hereto and shall supersede all previous communications,
representations or agreements, either oral or written, between the parties hereto with
respect to the subject matter hereof, and no agreement or understanding varying or
extending the same will be binding upon either party hereto unless in writing, signed
by a duly authorized officer or representative thereof.






	6.	 	Notices — All notices or communications of any kind under and with respect to this Agreement
shall be in the English language. All legal notices shall be given by hand delivery or
registered mail and, if to the Customer, shall be addressed as indicated in Article I; and if
to Sikorsky, shall be addressed to Sikorsky Aircraft Corporation, 6900 Main Street, P. O. Box
9729, Stratford, Connecticut 06615, U.S.A., Attention: Vice President — Contracts and
Counsel. The effective date of each such notice shall be the date it is received.
	 
	7.	 	Non Disclosure—With exception for the existence of this Agreement, the parties hereby agree
that neither party shall disclose to any third party the contents of this Agreement without
the prior written approval of the other party except as may be required in the performance of
this Agreement.
	 
	VI.	 	HELICOPTER RELATED PROVISIONS
	 
	1.	 	Type Design and Production Approval — The Federal Aviation Administration (FAA) has granted
Sikorsky Type Certificate R00024BO for the S-92A aircraft with GE CT7-8 engines. The
Helicopter is manufactured in accordance with the U.S. Department of








	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT







	 	 	Transportation, Federal Aviation Administration (FAA) Regulation Part 21.






	2.	 	Special Flight Tests — Flight test work required for prototyping, functional checkout, or
qualification of any additional equipment contracted may be performed by Sikorsky on the
Helicopter and the Offshore Oil Helicopter prior to title transfer thereto or final delivery
thereof, respectively, to the Customer. The delivery of the Helicopter or the Offshore Oil
Helicopter may be delayed to the extent necessary to accomplish the flight test work
objectives without any liability on the part of Sikorsky for any such delay. In the event the
Helicopter or Offshore Oil Helicopter is destroyed during the period of such flight tests,
such destruction arising from any cause whatsoever, Sikorsky shall, at Customer’s option,
provide Customer with a substitute new S-92 Helicopter in the next available delivery position
under the same terms and conditions of this Agreement, however, should the next available
delivery position extend beyond twelve (12) months after the Scheduled Presentation Date
Helicopter, the Helicopter and the Completion Services may be subject to price adjustment, or
Sikorsky or the insurance company shall promptly refund to Customer all amounts theretofore
paid by Customer with respect to the purchase price thereof.
	 
	3.	 	Customer’s Changes to Configuration and Additional Equipment — In the event that Customer
desires to change the Helicopter configuration and/or obtain additional equipment for the
Helicopter, the parties must agree to a mutually acceptable amendment to this Agreement
reflecting such technical changes and setting forth any changes in the price and/or delivery
schedule. For this purpose, the Customer hereby appoints the Customer’s Contact for Technical
Issues as set forth in Article I, which person has authority to negotiate any such changes
with Sikorsky and execute a legally binding Amendment reflecting such technical, price and/or
delivery changes.
	 
	4.	 	Sikorsky Specification Changes — Before the Scheduled Presentation Date Completion Services,
Sikorsky reserves the right to make any substitution or amendment to Exhibit A that it deems
necessary in order to ensure that the Helicopter and/or Offshore Oil Helicopter complies with
any airworthiness requirement or any mandatory airworthiness directive or service bulletins
affecting the Helicopter and/or Offshore Oil Helicopter issued by Sikorsky, any vendor or the
FAA.
	 
	5.	 	 Configuration Finalization — To facilitate finalization of the configuration for the
Helicopter(s) and in furtherance of assisting Customer with respect to any customer changes
contemplated in Paragraph 3 of this Article VI, Sikorsky and Customer agree as follows:






	 	5.1	 	Customer Guidance — Not later than 90 days from the Acceptance Date of this
Agreement, Customer must provide guidance to Sikorsky with respect to exterior paint
colors and interior colors and materials (as applicable). Sikorsky will create
exterior renderings and interior material boards based on this guidance, and will
present this material at the configuration review meeting described in clause 5.2
below.







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT







	 	5.2	 	Configuration Finalization Meeting — Sikorsky and Customer will mutually agree
to a date to occur not later than 6 months from the Acceptance Date of this Agreement
in which to conduct a configuration review meeting at Sikorsky’s Stratford, Connecticut
USA facility to review and discuss the aircraft systems and interior specifications
with Customer. The intent of this meeting is to provide Customer with a thorough
understanding of the aircraft systems and interior specifications. Sikorsky will also
present to the Customer exterior paint schemes and interior configuration and materials
that are based on colors and guidance provided to Sikorsky prior to the meeting by
Customer (reference paragraph 5.1 above). All travel, living and communication
expenses incurred by Customer’s representatives shall be borne by Customer.
	 
	 	5.3	 	Customer Furnished Information — No later than 6 months prior to the applicable
Scheduled Presentation Date Helicopter, Customer will furnish Sikorsky with the
following information for each Helicopter:






	 	5.3.1	 	Executed specification approval log. Items requiring approval
in this log include, but are not limited to:






	 	5.3.1.1.	 	System Specification
	 
	 	5.3.1.2.	 	Audio Specification (if applicable)
	 
	 	5.3.1.3.	 	Interior Configuration Document
	 
	 	5.3.1.4.	 	Interior Material Board
	 
	 	5.3.1.5.	 	Seat Upholstery Style (if applicable)
	 
	 	5.3.1.6.	 	External Paint Rendering
	 
	 	5.3.1.7.	 	Exterior Paint Colors
	 
	 	5.3.1.8.	 	Exterior Paint Production Drawing
	 
	 	5.3.1.9.	 	Any required customer furnished camera-ready artwork for logos
(if applicable)
	 
	 	5.3.1.10.	 	Registration numbers and ICAO addresses for each Helicopter




Failure to provide Sikorsky with any of the foregoing information by the respective dates may
result in a delivery delay and such delay shall constitute an Excusable Delay by Sikorsky under
this Agreement.





	VII.	 	INTERNATIONAL SALES PROVISIONS
	 
	1.	 	Export License — The full performance by Sikorsky under this Agreement is subject to the
receipt of all applicable United States Government export licenses and approvals. Sikorsky
agrees to provide assistance to Customer to obtain any required United States export license;
however, the responsibility and cost for obtaining any license is the responsibility of the
Customer. Customer acknowledges and understands that the length








	 	 	 	 	 
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	 	 	of time from application for and receipt of the necessary United States export license is
uncertain. Accordingly, Customer shall use its best efforts to obtain any required United
States export license in a manner to support the timely delivery of the Offshore Oil
Helicopter. To the extent an export license is required and Customer requests Sikorsky’s
assistance in accordance with the provisions hereof, Customer hereby agrees to provide the
following to Sikorsky in writing at least six (6) months prior to the applicable Scheduled
Presentation Date Helicopter for the purpose of obtaining the export license:






	 	(i)	 	the intended destination for the Offshore Oil Helicopter;
	 
	 	(ii)	 	the identification and nationality of the party who will take
title to and be the registered owner of the Helicopter at delivery to the
extent such party is an entity different from Customer;
	 
	 	(iii)	 	the identification and nationality of the financing source for
the Helicopter, if such financing source is to hold title to or register as the
owner of the Helicopter; provided that such financing source must be a “broker”
within the meaning of the ITAR (22 CFR Part 129);
	 
	 	(iv)	 	the identification and nationality of pilots, maintainers and
other third parties including the name of their employer, if any, who are to be
trained on the Helicopter;
	 
	 	(v)	 	confirmation of the finalization of the items specified in
Paragraph 5.3 and all other optional equipment to be installed or provided for
in or on the Offshore Oil Helicopter; and
	 
	 	(vi)	 	for items (i) through (iv) above, the following additional
information:






	 	a.	 	the applicable legal name of the entity;
	 
	 	b.	 	address of such entity;
	 
	 	c.	 	country of incorporation for such entity;
	 
	 	d.	 	name of point of contact; and
	 
	 	e.	 	telephone number of point of contact.






	 	 	In addition, Customer agrees to promptly provide any additional information and complete any
documentation required by the United States Government to enable the delivery of the
Offshore Oil Helicopter.
	 
	 	 	Failure to provide Sikorsky with any of the foregoing information when required, any
subsequent change to the foregoing, or any other cause that may delay the receipt of a
required United States export license may result in a delay of the delivery of the Offshore
Oil Helicopter. Any delivery delay caused thereby shall be deemed an Excusable Delay under
this Agreement.







	 	 	 	 	 
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	 	S-92 NEW HELICOPTER SALES AGREEMENT






	2.	 	Import License — Customer shall be responsible for obtaining and complying with any and all
import licenses or other authorizations and import taxes or fees which may be required by the
country of destination for importing the Offshore Oil Helicopter(s).
	 
	3.	 	FAA Registration — Customer shall be responsible for obtaining FAA aircraft registration in
the United States upon transfer of title of the Helicopter in accordance with this Agreement;
provided however that upon Customer’s request, Sikorsky shall provide Customer with all
reasonable assistance required. In the event Customer cannot comply with FAA regulations for
aircraft registration in the United States upon transfer of title of the Helicopter in
accordance with this Agreement, Sikorsky shall refer Customer to a third party trustee (the
“Trustee”) who shall take title to the Helicopter upon Acceptance of the Helicopter through
the Acceptance of Completion Services. Sikorsky shall consent to the assignment of the
Agreement to the Trustee for this purpose and Customer shall execute any necessary
documentation in connection therewith. All fees assessed by the Trustee in connection with
its services shall be borne by Sikorsky.
	 
	4.	 	Operations Within United States — If, after transfer of title, the Helicopter/Offshore Oil
Helicopter is to be flown within the jurisdiction of the United States for any reason,
including flight training, Customer, shall, prior to such operation, obtain and carry
currently effective certificates of registration and airworthiness issued or rendered valid by
the country of registry and shall display the nationality and registration markings of that
country, as required by Title 14 Part 375 of the U.S. Code of Federal Regulations. [In
addition, for sales to foreign governments, the Customer shall obtain the requisite U.S. State
Department flight clearance approvals prior to any such flight within the United States.] The
Customer will comply with all other United States federal, state and local laws and
regulations that may be applicable to the operation of the Helicopter/Offshore Oil Helicopter
in the United States.
	 
	5.	 	Special Airworthiness Requirements — In the event Customer wishes to have changes made in the
Helicopter/Offshore Oil Helicopter(s) to meet specific airworthiness requirements of the
country of destination, Customer shall supply to Sikorsky, in the English language, copies of
the applicable standards and a complete description of the changes desired. Sikorsky will
review all requested changes and promptly submit a quotation to Customer of the effect on
prices and delivery of incorporating such changes. If acceptable to Customer, this Agreement
shall be amended to incorporate such changes; provided, however, in the event any changes
result in variations in the specification, the specification shall be deemed revised to
incorporate all such variations. Although Sikorsky may provide Customer with assistance in
evaluating the specific airworthiness requirements of the country of destination and suggest
changes to meet such requirements, Sikorsky assumes no responsibility for the acceptability of
such changes to government authorities and assumes no obligation to meet the airworthiness
requirements of any country.
	 
	6.	 	Compliance with Laws — The terms, conditions and performance by the parties under this
Agreement will comply with all laws, rules, regulations and controls; including but not







	 	 	 	 	 
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	 	 	limited to the following:






	 	a.	 	If the time for transfer of title to the Helicopter shall occur prior
to receipt of all U.S. Government export approvals required for delivery of the
Helicopter or Offshore Oil Helicopter, Sikorsky shall transfer title to the
Helicopter or Offshore Oil Helicopter only to a U.S. entity, and if to a U.S.
financing institution, only to such U.S. financing institution that is a “broker”
within the meaning of the ITAR (22 CFR Part 129); and
	 
	 	b.	 	Prior to receipt of all U.S. Government export approvals required for
delivery of the Helicopter or Offshore Oil Helicopter, no “foreign person”, as that
term is defined within the ITAR (22 CFR Part 120), shall have any access to the
Helicopter, Offshore Oil Helicopter or any related technical data or assistance.




IN WITNESS WHEREOF, this Agreement has been executed by each party’s authorized representative.




	 	 	 	 	 	 	 	 	 	 	 
	BRISTOW GROUP:	 	 	 	SIKORSKY AIRCRAFT CORPORATION:
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ William E. Chiles	 	 	 	By:	 	/s/ Stephen B. Estiu
	 	 	 	 	 	 	 	 	 
	Name:	 	William E. Chiles	 	 	 	Name:	 	Stephen B. Estiu
	Title:	 	President & CEO	 	 	 	Title:	 	Vice President
	Date:	 	May 19, 2006	 	 	 	Acceptance Date:	 	May 19, 2006






ATTACHMENTS:




	 	 	 
	Exhibit A

	 	Helicopter Configuration
	Exhibit B

	 	Publications
	Exhibit C

	 	Training
	Exhibit D

	 	Warranty
	Exhibit E

	 	Spare Parts Provisioning and Technical Support
	Exhibit F
	 	 
	Part 1

	 	Form of Certificate of Helicopter Acceptance
	Part 2

	 	Form of Certificate of Completion Services Acceptance






	 	 	 	 	 
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Proprietary Information: Use or disclosure of

data contained on this sheet is subject to the 

restriction on the cover document and letter.
	 	
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EXHIBIT A




Offshore Oil Helicopter Configuration Summary

Prepared for

Bristow Group




***






	 	 	 	 	 
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EXHIBIT B




PUBLICATIONS





	1.	 	Publications — With each Helicopter/Offshore Oil Helicopter sold and delivered hereunder,
Sikorsky shall furnish the Customer with certain publications under this paragraph for use by
the Customer and its contractors in operating and supporting the Helicopter/Offshore Oil
Helicopter. Sikorsky shall provide the Customer with paper copies of the:





          Pilot’s Rotorcraft Flight Manual (*** copies, paper)





	 	 	Sikorsky shall also furnish to the Customer S-92 Interactive Electronic Technical Manuals
(IETMs) contained on CD-ROM computer disk(s) for accessing the information contained in the
S-92 Maintenance Manuals (which includes Illustrated Parts Catalog), HUMS User Guide, and
Airworthiness Limitations and Inspection Manuals. In addition, two copies of the Engine
Operating and Maintenance Manual and Engine Illustrated Parts Breakdown Manual will be
provided by GE. The IETMs shall be subject to Sikorsky’s standard IETM software license
agreement terms.
	 
	2.	 	Alert Service Bulletins — Alert Service Bulletins shall be issued on matters requiring the
immediate attention of the Customer and shall be generally limited to items affecting safety.
	 
	3.	 	Customer Service Notices— Customer Service Notices shall be issued to furnish the Customer
with information regarding product improvement modifications and part changes.
	 
	4.	 	Revisions — The Customer shall receive a revision service to the Sikorsky manuals and IETMs
for a period of *** years after the final acceptance of the Completion Services on the first
Helicopter. An extended revision service is available at an additional price to the Customer.
Sikorsky will provide *** years of revision service for vendor manuals on CD ROM.







	 	 	 	 	 
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EXHIBIT C




TRAINING





	1.	 	Initial Pilot Training Services — With each Helicopter/Offshore Oil Helicopter sold and
delivered hereunder, Sikorsky shall make available to Customer *** pilots an S-92 initial
pilot training Course approximately *** in duration, consisting of a Visual Flight Rules (VFR)
transition segment, and as required, an Instrument Flight Rules (IFR) transition segment.
Each of the segments is programmed to provide emphasis on classroom training, cockpit
familiarization using cockpit trainer, simulator and flight instruction and be of sufficient
duration to transition an experienced single engine turbine qualified helicopter pilot with
200 flight hours into the S-92. Each Customer pilot must have a current commercial
certificate helicopter instrument rating, or Equivalent. Each Customer pilot will receive
approximately *** training in a full motion Level D flight simulator, if available, in
accordance with FAA Ac 120-63 and approximately *** in the Customer’s S-92 Helicopter,
following final acceptance by the Customer of the Completion Services by the Customer. Full
flight simulator hours will be conducted in the pilot’s station.
	 
	2.	 	Initial Maintenance and Electrical Training Services — With each Helicopter/Offshore Oil
Helicopter sold and delivered hereunder, Sikorsky shall make available to *** Customer
maintenance technicians an initial S-92 maintenance training course approximately *** days in
duration or, at Customer’s option, an S-92 electrical training course approximately *** days
in duration. Either course includes inspection and maintenance troubleshooting and use of a
maintenance trainer, if available. Each mechanic must have background experience in one or
more of the following categories: certified (by Federal Aviation Administration (“FAA”) or by
an equivalent airworthiness authority) airframe mechanic with one (1) year practical
experience as a rated aircraft mechanic; one (1) year experience as an active mechanic on a
commercial or military helicopter; or three (3) years general experience as a commercial or
military aircraft mechanic.
	 
	3.	 	Engine Training Services — With each Helicopter/Offshore Oil Helicopter sold and delivered
hereunder, Sikorsky shall make available to *** Customer mechanics, an engine maintenance
course at the engine manufacturer’s facility. This course is approximately *** days in
duration.
	 
	4.	 	Pilot Information — As required by U.S. law, including but not limited to the Aviation and
Transportation Security Act, Customer shall identify its personnel that will undergo pilot
training. Customer shall provide the names (and any other necessary information) of the pilot
trainees or take any required act sixty (60) days prior to the beginning of training. Delay,
inaction or refusal by the U.S. Government to authorize the training of any pilot will be a
force majeure event with regard to Sikorsky’s training obligations. All







	 	 	 	 	 
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	 	 	expenses related to such pilot and maintenance training, including, but not limited to,
fuel, maintenance, spare parts, insurance, landing fees, and travel and lodging for the
Customer’s students and other personnel shall be borne by the Customer. All training will
be conducted in English. Written training materials will be in the English language.
	 
	5.	 	Customer’s Responsibility— the Customer shall be responsible for all travel and related
expenses associated with Customer’s personnel attending such training services.
	 
	6.	 	Scheduling — Prior to the Scheduled Presentation Date Completion Services on the Helicopter,
the Customer shall provide Sikorsky written notice as to whether the Customer’s personnel or
designees are going to attend the S-92 pilot training and/or maintenance/electrical training
courses. Sikorsky will, if practical, schedule the ground school portion of the pilot
training course and the maintenance/electrical training course so that completion will be
accomplished immediately prior to the delivery of the Offshore Oil Helicopter to Customer. If
the Customer elects to have *** pilots attend the S-92 pilot training course, *** pilots must,
unless Sikorsky agrees otherwise, attend the course concurrently. Unless Sikorsky notifies
Customer to the contrary, all training, except flight training, will be conducted at
FlightSafety International’s facility in West Palm Beach, Florida. Flight training in
Customer’s S-92 Offshore Oil Helicopter will be conducted at or near the Designated Completion
Center, or as mutually agreed by the parties. In any event the training services in
Paragraphs (1), (2) and (3) above must be scheduled and completed within twelve (12) months of
the Helicopter delivery to which such services are allocable, in default of which Customer
shall no longer be entitled to such services. The training services provided in accordance
with Paragraphs (1), (2) and (3) above will be conducted in the English language. The Customer
shall provide all documentation, and personal information on the pilots to be trained, and
cooperation for pilot training as requested by Sikorsky to assure compliance with U. S. A.
laws and applicable policies and regulations in force at the time of training.
	 
	7.	 	Hold Harmless and Indemnification — In consideration of Sikorsky making training services
available to the Customer hereunder, the Customer, as the Offshore Oil Helicopter owner whose
employees or designees will be the recipient of such training services, shall secure and
protect itself and shall indemnify Sikorsky, FlightSafety International, Inc., their
affiliates and their respective directors, officers, employees, service representatives, and
agents, from any liability, claim of liability, expense, cause of action, loss or damage
whatsoever, whether arising in tort or otherwise, for any injury, including death, to any
person or property whatsoever (including the Customer’s Offshore Oil Helicopter), arising out
of or in conjunction with the performance of such training services.
	 
	8.	 	Insurance Requirements — Toward effectuating the security, protection and indemnification of
Paragraph 7 above, and in addition to Customer’s obligations under such Paragraph 7, Customer
agrees to carry as a minimum on each Offshore Oil Helicopter purchased under this Agreement
the following insurance from the scheduled time of delivery of the Completion Services on the
Helicopter through the completion of all of the flight training services provided hereunder:






	 	 	 	 	 
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	 	(i)	 	Aircraft Public Liability, Bodily Injury and Property Damage
and Passenger Legal Liability Insurance, including Contractual Liability
Insurance to cover the liabilities herein assumed by Customer, with a limit of
not less than $100,000,000.00 for a single occurrence.
	 
	 	(ii)	 	Aircraft Hull All Risk Loss or Damage Insurance covering the
Offshore Oil Helicopter in the amount of the Helicopter Unit Price plus the
Completion Services Unit Price.






	 	 	All of the insurance policies shall be issued by companies authorized to do business under
the laws of the States of Florida and Connecticut and satisfactory to Sikorsky, shall be in
form and substance satisfactory to Sikorsky, shall name Sikorsky, FlightSafety
International, Inc. and their respective affiliates as additional insureds, shall contain a
provision prohibiting cancellation except upon at least ten (10) days prior written notice
to Sikorsky and FlightSafety International, Inc., shall contain a complete waiver of
subrogation by the insurer against Sikorsky, FlightSafety International, Inc., and their
respective affiliates, and shall be primary and non-contributory with respect to any
insurance carried by Sikorsky and/or FlightSafety International, Inc. Customer shall
furnish to Sikorsky either certified copies of such policies or certificates evidencing such
insurance and waiver. Such copies or certificates shall be presented to Sikorsky thirty
(30) days prior to the scheduled commencement of the flight training.
	 
	9.	 	Further Understandings — Sikorsky assumes no liability for any expense of the Customer’s
personnel, directly or indirectly connected with the furnishing of training services provided
for herein. The parties expressly understand and agree that the responsibility of Sikorsky in
the furnishing of the training services described above is limited to the furnishing of such
and shall not extend to the results thereof. The parties further understand and agree that,
in the event Customer elects not to take all or any portion of the training services provided
for herein, no refund or other financial adjustment of the price will be made.







	 	 	 	 	 
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EXHIBIT D




WARRANTY




1. WARRANTY



Sikorsky warrants to Customer that each new helicopter sold by it, the parts and accessories
installed thereon (except for the engines and engine accessories which are covered by their
respective manufacturer’s separate warranties and Customer furnished equipment), new spare parts,
and repaired/overhauled parts shall be free from defects in material and workmanship under normal
use and service for the periods outlined below.




2. DURATION




	 	 	 	 	 
	CATEGORY	 	PERIOD OF COVERAGE	 	INCLUDES
	Primary Structural Parts

	 	5 years after final
acceptance of the
Completion Services
by Customer, or 6
years after title
transfer of the
Helicopter to
Customer, whichever
first occurs
	 	Fuselage, empennage,
stabilizers, pylons
& mounts
	 
	 	 	 	 
	Non-Primary Structural
Parts & Dynamic
Components Installed on
Aircraft

	 	2 years or 2000
hours of operation
after final
acceptance of the
Completion Services
by Customer, or 3
years after title
transfer of the
Helicopter to
Customer, whichever
first occurs.
	 	Non-primary
structural
components, dynamic
components,
accessories,
avionics, navigation
and communication
equipment
	 
	 	 	 	 
	New Spare Parts

	 	3 years after date
of shipment from
Sikorsky or 2 years
after installation,
or 2000 hours of
operation, whichever
first occurs	 	 
	 
	 	 	 	 
	Repaired/Overhauled

Parts

	 	2 years after date
of shipment from
Sikorsky or 1 year
after installation,
or 1000 hours of
operation, whichever
first occurs	 	 






3. SIKORSKY OBLIGATIONS





A. REPAIR/REPLACEMENT.




Sikorsky shall be obligated under this warranty to the repair or replacement of the defective
item with a new, overhauled or serviceable replacement item during the applicable term of the
warranty. The decision to repair or replace the defective item is solely at the discretion of
Sikorsky.





	 	 	 	 	 
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B. LABOR





Sikorsky shall bear the reasonable and customary removal and installation labor cost (at
straight time at per hour) associated with valid warranty claims during the first six (6) months
of operation after final acceptance of the Completion Services by Customer, provided such labor
is performed by Sikorsky, the Customer, or at a service center authorized by Sikorsky.



4. CUSTOMER’S OBLIGATIONS





	A.	 	The Customer must notify Sikorsky in writing of any defect occurring within the warranty
period, within sixty (60) days after its discovery.
	 
	B.	 	If Sikorsky elects to replace or exchange rather than repair and return the warranted item,
the Customer must return the defective part to Sikorsky or its designated repair facility
within 30 days (domestic U. S.) or 60 days (international) of receipt of replacement or
exchange item, if so requested by Sikorsky.
	 
	C.	 	If requested by Sikorsky, the Customer must furnish Sikorsky with pertinent Offshore Oil
Helicopter operational and maintenance records. Such records may include any and all those
prepared during the entire warranty period immediately preceding the discovery as well as
records of any incident, accident, or unusual event encountered by the Offshore Oil Helicopter
at any time prior to the discovery of the defect.





5. TRANSPORTATION



Transportation charges relating to approved warranty claims, up to and including the average cost
of Federal Express P1 or equivalent, will be borne by Sikorsky if returned in accordance with
written shipping instructions from Sikorsky. Transportation charges do not include taxes, duties,
loans, lease charges, exchange fees, warehousing charges, handling charges, or administrative
charges. Any premium transportation costs shall be borne by the Customer.




6. WARRANTY ON REPLACEMENT PARTS



Parts replaced or exchanged (newly manufactured, repaired or overhauled) under a valid warranty
claim are warranted for the remainder of the original warranty period associated with the
discrepant part removed.




	 	 	 	 	 
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7. EXCLUSIONS



This warranty does not apply to:





	 	A.	 	Offshore Oil Helicopters which are regularly engaged in flight testing, and/or
	 
	 	B.	 	Offshore Oil Helicopters which are not maintained, operated or repaired in accordance
with the procedures recommended by Sikorsky or its OEM’s, and/or
	 
	 	C.	 	Offshore Oil Helicopters which undergo structural modifications, repairs, and/or engine
retrofits without the express written approval and technical guidance of Sikorsky, and/or
	 
	 	D.	 	Offshore Oil Helicopters or parts which have been subject to abuse, misuse, negligence,
combat damage, incident or accident, and/or
	 
	 	E.	 	Offshore Oil Helicopters or parts which have been subject to direct foreign object
damage, ingestion of foreign material or sand, dust or any corrosive or erosive agent,
and/or
	 
	 	F.	 	Standard consumable and expendable items such as, but not limited to, seals, filters,
gaskets, tires, hoses, bulbs, switches, batteries, bearings, brake pads and general
hardware.
	 
	 	G.	 	Normal wear and tear, including normal wear and tear to exterior paint and interior
items such as, but not limited to, to seats, sidewall and headliner coverings, woodwork,
plating and other soft trim appearance items and exterior paint.
	 
	 	H.	 	Parts and accessories whose manufacturer’s identification tag has been removed or
obliterated or cannot otherwise be identified as having been installed on the Offshore Oil
Helicopter at final acceptance of the Completion Services by Customer.
	 
	 	I.	 	Defects which result from contamination such as contaminated fuel, oil, hydraulic
fluids and the like.





8. DISCLAIMER



A. TITLE



Sikorsky warrants to Customer that it will convey good title to the Helicopter/Offshore Oil
Helicopter and parts sold hereunder. Sikorsky’s liability and Customer’s remedy under this
warranty are limited to the removal of any title defect or at the election of Sikorsky to the
replacement of the Offshore Oil Helicopter or parts thereof which are defective in title; provided,
however, that the right and remedies of the parties with respect to patent infringement shall be
limited to the provisions of Paragraph 8B below.




	 	 	 	 	 
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B. PATENT INFRINGEMENT



Sikorsky shall conduct, at its own expense, the entire defense of any claim, suit or action
alleging that, without further combination, the use or resale by Customer or any subsequent
purchaser or user of any Offshore Oil Helicopter or part delivered hereunder directly infringes any
United States patent, but only on the conditions that (A) Sikorsky receives prompt written notice
of such claim, suit, or action and full opportunity and authority to assume the sole defense
thereof, including settlement and appeals, and all information available to Customer and defendant
for such defense; (B) said Offshore Oil Helicopter or part is made according to a specification or
design furnished by Sikorsky or, if a process patent is involved, the process performed by the
Offshore Oil Helicopter(s) is recommended in writing by Sikorsky; and (C) the claim, suit, or
action is brought against Customer or one expressly indemnified by Customer. Provided all of the
foregoing conditions have been met, Sikorsky shall, at its own expense, either settle said claim,
suit, or action or shall pay all damages excluding consequential damages and costs awarded by the
court therein, and, if the use or resale of such Offshore Oil Helicopter or part is finally
enjoined, Sikorsky shall, at Sikorsky’s option: (i) procure for defendant the right to use or
resell the Offshore Oil Helicopter or part, (ii) replace them with an equivalent noninfringing
Offshore Oil Helicopter or part, (iii) modify them so they become noninfringing but equivalent, or
(iv) remove them and refund the purchase price (less a reasonable allowance for use, damage, and
obsolescence).



If a claim, suit, or action is based on a design or specification furnished by Customer, or on the
performance of a process not recommended in writing by Sikorsky, or on the use or sale of the
Offshore Oil Helicopter or parts delivered hereunder in combination with other helicopter parts not
delivered to Customer by Sikorsky, Customer shall indemnify and save Sikorsky harmless therefrom.




C. EXCLUSIVE WARRANTIES & REMEDIES



THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT,
CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SIKORSKY’S OR ANY OF ITS
AFFILIATE’S NEGLIGENCE, ACTUAL OR IMPUTED, STRICT TORT LIABILITY OR BREACH OF WARRANTY. THE
REMEDIES OF THE CUSTOMER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY OTHER
REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING
OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES, OR THIS LIMITATION WILL BE BINDING UPON SIKORSKY
OR ANY OF ITS AFFILIATES UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF SIKORSKY OR SUCH
AFFILIATES.




	 	 	 	 	 
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9. GENERAL





	 	A.	 	This warranty may not be assigned or otherwise transferred to any other party without
the advance, written consent of Sikorsky.
	 
	 	B.	 	Sikorsky is not liable for the costs incurred in troubleshooting, gaining access for
removal of the discrepant item or reinstallation or testing of the repaired or replacement
item except as set forth in paragraph 3B.
	 
	 	C.	 	Warranties covering the engines and engine accessories installed on the Offshore Oil
Helicopter are made separately to the customer by their respective manufacturers. All
warranty claims pertaining to those items should be made directly to the manufacturer in
question. Sikorsky will assist Customer is submitting warranty claims to the engine
manufacturer if so requested by the Customer.







	 	 	 	 	 
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EXHIBIT E




SPARE PARTS PROVISIONING AND TECHNICAL SUPPORT




PROVISIONING:



Not later than 180 days prior to aircraft delivery to Customer, Sikorsky will conduct spare parts
and support equipment provisioning conference with the customer at Sikorsky’s Stratford,
Connecticut facilities to define a tailored support package satisfying the operational requirements
of the customer. Travel expenses to the Sikorsky facility shall be the responsibility of Customer.
Maintenance concept, quantity of helicopters, number of operational sites, and fleet projected
utilization will be parameters utilized in establishing spare parts recommendations. Customer will
be sent after contract signing a “Maintenance and Operations” Site Survey form that will better
educate and inform Sikorsky of equipment and facilities Customer has at the place of operation.
Customer will complete the survey 20 days prior to the date of the conference.




TECHNICAL SUPPORT:



FIELD SERVICE REPRESENTATIVES: Sikorsky will maintain a staff of factory trained Field Service
Representatives (FSR) for the purpose of providing on site guidance on technical, logistical, and
operational issues. The FSR serves as liaison between Sikorsky and the customer to assist in the
introduction of the S-92 helicopter into the fleet. The FSR provides ongoing familiarization to
support customer personnel and provides guidance with integrating the Scheduled Maintenance
Requirements into the customer’s maintenance program. The FSR is supported by a Service
Engineering team and a 24 hour, 7 days a week, HELP DESK. An FSR is assigned with each new S-92
customer for a period of *** days commencing upon arrival of the first Helicopter at the Customer’s
facility as no extra cost to Customer.





	 	 	 	 	 
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EXHIBIT F

Part 1




CERTIFICATE OF HELICOPTER ACCEPTANCE



Pursuant to the S-92 New Helicopter Sales Agreement Number ___, dated
___, between Sikorsky Aircraft Corporation. (“Sikorsky”) and Bristow Group
(“Customer”)”





Inspection — Customer hereby acknowledges that it has thoroughly inspected the S-92
helicopter Registration No. ___ and has found it to be acceptable and in
accordance with the requirements of the above referenced Agreement; and




Acceptance — Customer hereby accepts the helicopter described below on the ___ day of
___, 200___. Flight hours at time of acceptance is ___.


IN WITNESS WHEREOF, Customer has caused this Certificate to be executed this ___ day of
___, ___.



BRISTOW GROUP



By:



Name:



Title:




	 	 	 	 	 
	Enclosure to 
 SPB 6307

	 	 
	 	
Page 1







 









 






	 	 	 
	

	 	S-92 NEW HELICOPTER SALES AGREEMENT






EXHIBIT F

Part 2




CERTIFICATE OF COMPLETION SERVICES ACCEPTANCE



Pursuant to the S-92 New Helicopter Sales Agreement Number ___, dated
___, between Sikorsky Aircraft Corporation (“Sikorsky”) and Bristow Group
(“Customer”)”





Inspection — Customer hereby acknowledges that it has thoroughly inspected Completion
Services performed on the S-92 helicopter Registration No. ___ and has found them
to be acceptable and in accordance with the requirements of the above referenced Agreement;
and




Acceptance — Customer hereby accepts the Completion Services described below on the ___ day
of ___, 200___. Flight hours on the Offshore Oil Helicopter at time of acceptance of
the Completion Services is ___.


IN WITNESS WHEREOF, Customer has caused this Certificate to be executed this ___ day of
___, ___.



BRISTOW GROUP



By:



Name:



Title:





	 	 	 	 	 
	Enclosure to 
 SPB 6307

	 	 
	 	
Page 2