EFTA00730113.pdf

Sikorsky Aircraft Corporation 6900 Main Street Stratford, Connecticut 06615 (203) 386-4000 June 9, 2010 Darren K. Indyke Vice President Shmitka Air Inc. do Darren K. Indyke PLLC 301 East 66th Street 10B New York, NY 10065 Sikorsky A United Technologies Company In reply refer to S76DDA7702-R2 Subject: Second Amendment to 5-76 Deposit Agreement S76DDA7702 between Shmitka Air Inc. ("Shmitka") and Sikorsky Aircraft Corporation ("Sikorsky"), dated March 31, 2010, as amended (the "Agreement") Dear Mr. Indyke, Reference is hereby made to the terms of the Agreement. Sikorsky and Shmitka hereby agree to amend the Agreement as follows: (I) Delete each and every reference to "May 28, 2010" therein (including in any and all attachments thereto), and insert in each such place "July 2, 2010"; (2) Delete Attachment 2 (Pricing) in its entirety and insert in its place the new Attachment 2 attached hereto and made a part hereof. (3) Modify Attachment 1(b) , S-76D Configuration with the following additions: • Add option code 32120 Satellite Communication System True North Simphone Dual Channel Iridium Connection with cockpit dialer and cabin handset • Add option code 86101 Approach Plate Holder, lighted, pilot • Add option code 86102 Approach Plate Holder, lighted, copilot • Add option code 90002 XM Weather with Integrated Functionality on males Top Deck displays (add as Unqualified Equipment) • Add wording to codes 90019, 90024 and 90025 — "IJI Preferred" (4) Modify Attachment 3, Terms & Conditions, as follows: • Delivery Dates for S-76D changed from October, 2011 (baseline) and April, 2012 (completed) to June, 2012 (baseline) and December, 2012 (completed) • Inclusions — o Delete the following words from the first paragraph applicable to S-76C++, "and charter support (AAG time) per Sikorsky's standard offering." o Delete the following words from the second paragraph applicable to S-76D, "the same enhanced training package as contracted previously for s/n 760750." Except as modified herein, all other terms and conditions of the Agreement remain valid and in full force. Sikorsky Aircraft Corporation EFTA00730113 Marc B. Poland Commercial Director Sikorsky Global Helicopters AGREED TO AND ACCEPTED: Shmitka Air Inc. By: Name: Title: Date: EFTA00730114 Attachment 2 — Pricing S-76C++ 1. Baseline Price = 2. Completion Services Price = 3. Total Contract Price = US$8,500,000.00 US$3 500,000.00 US$12,000,000.00 4. Payment Terms a. Paid on March 31, 2010 as the S-76C++ portion of the Deposit US$7,520,000.00 (the "C++ Deposit") b. Baseline Helicopter payment due on execution of S-76C++ Sales Agreement, not later than July 1, 2010 US$2,480,000.00 c. Final Payment due at delivery of Completion Services US$2,000,000.00 S-76D 1. Baseline Price = 2. Completion Services Price = 3. Total Contract Price = US$8,900,000.00 US$3,268.000.00 US$12,168,000.00 4. Payment Terms a. Paid on March 31, 2010 as the S-76D portion of the Deposit US$2,480,000.00 (the "D Deposit") b. Initial Payment = US$2,480,000.000 Due on execution of S-76D Sales Agreement, not later than July 1, 2010 c. Baseline Helicopter Pymt = US$8,060,000.00 Due on delivery of Baseline Helicopter d. Final Payment = US$1,628,000.00 e. Due at delivery of Completion Services ORDER CANCELLATION; REFUND AND INTEREST The following terms shall govern refund and application of the Deposit: 1. In the event the Customer elects to proceed with only the execution of the Sales Agreement for S-76C++ (the "C++ Only Solution') — The C++ Deposit shall be applied against the amount payable as Initial Payment due on execution of the S-76C ++ Sales Agreement. In the event of such election, after deducting the C++ Deposit from the Deposit, Sikorsky shall promptly return to Customer the D Deposit, plus all applicable interest on the D Deposit accrued from June 1, 2010, for the period beginning June 1, 2010 through and including the date of funds return, at the rate of 10% per annum. For the avoidance of doubt, Appendix 1, attached hereto and made a part hereof ('Appendix 1"), sets forth the applicable interest payment for the C++ Only Solution. The Baseline Helicopter Payment (item 4 (b) above) shall be due as specified above and may be paid by application of the credited D Deposit. 2. In the event the Customer elects to proceed with only the Sales Agreement for S-76D (the "D Only Solution") — The D Deposit shall be applied against the amount payable as Initial Payment due on execution of the S-76D Sales Agreement. In the event of such election, after deducting the D Deposit from the Deposit, Sikorsky shall promptly return to Customer the C++ Deposit, plus (i) all applicable interest on the Deposit (10,000,000.00) accrued from March 31, 2010, for the period beginning March 31, 2010 through and including May 31, 2010, at the rate of 5% per annum; and (ii) all applicable interest on the C++ Deposit accrued EFTA00730115 from June 1, 2010 for the period beginning June 1, 2010 through and including the date of funds return, at the rate of 10% per annum. For the avoidance of doubt, Appendix 1 sets forth the applicable interest payment for the D Only Solution. 3. In the event that Customer elects to proceed with none of the Sales Agreements (the "No Solution") - The full amount of the Deposit, plus interest at the applicable rate set forth below, accrued from March 31, 2010, shall be refunded to Customer promptly upon termination of this Agreement, including, without limitation, the automatic termination of this Agreement as provided in Section 4 of this Agreement. Customer may, at Customer's sole election and in its sole discretion, terminate this Agreement at any time prior to July 1, 2010. Upon any such termination, or the automatic termination of this Agreement as provided in Section 4 of this Agreement, Sikorsky shall promptly return to Customer the full amount of the Deposit, without penalty, plus interest accrued from March 31, 2010 as follows: (i) for the period beginning March 31, 2010 through and including May 31, 2010, at the rate of 5% per annum; and (ii) for the period beginning June 1, 2010 through and including the date of funds return, at the rate of 10% per annum. For the avoidance of doubt, Appendix 1 sets forth the applicable interest payment for the No Solution. 4. In the event that Customer elects to proceed with both of the Sales Agreements (the "Full Solution") — No refund of the Deposit shall be required and no interest shall be applied to the Deposit or refunded to Customer. For the avoidance of doubt, Appendix 1 sets forth the agreement of the parties with respect to the application of the Deposit for the Full Solution. 5. In the event that Customer does not receive the full amount of any refund and interest as set forth herein within 10 days after the termination of this Agreement, then interest shall accrue and be payable to Customer, on Customer's demand therefor, on the unpaid amount at the rate of 24% per annum. EFTA00730116 Appendix I (see attached) EFTA00730117 Appendix 1 Initial Deposit value Interest value April @ 5% May @ 5% Cum thru 5/31 June Deposit value S-76C++ S-76D $10,000,000 $41,667 $41,840 $83,507 $7,520,000 $2,480,000 June Interest values (@10%) S-76C++ 11$63,1891 S-76D $20,841 As of 7/1 (or any date prior), possible outcomes are; Scenario 1 - Full Termination Refund of Initial Deposit $10,000,000 Refund of interest, cum thru 5/31 $83,507 Refund of all June interest $84,029 TOTAL REFUND $10,167,536 Scenario 2 - Term. C++, Proceed with D Refund of C++ Deposit $7,520,000 Refund of interest, cum thru 5/31 Refund of June interest on C++ Payment due on D Application of D deposit TOTAL REFUND $83,507 $63,189 (or other value as may be -$2,480,000 agreed) $2,480,000 $7,666,696 Scenario 3 - Term. D, Proceed with C++ Refund of D Deposit $2,480,000 Payment due on C++ -$2,480,000 Refund of June interest on D $20,841 TOTAL REFUND S20,841 Scenario 4 - Proceed with both C++ and D No refund of Deposits n/a No interest applied or returned n/a EFTA00730118 1 Payment due on C++ Payment due on D Application of D deposit TOTAL REFUND -$2,480,000 (or other value as may be -$2,480,000 agreed) $2,480,000 -$2,480,000 EFTA00730119