AMENDMENT 9 TO S-76 NEW HELICOPTER SALES AGREEMENT S76TD02065

Exhibit 10.10

AMENDMENT 9 TO S-76 NEW HELICOPTER SALES AGREEMENT
S76TD02065

THIS AMENDMENT, dated as of the Acceptance Date stated below, by and between the Sikorsky Contracting Entity (“Sikorsky”) named below and the Buyer named below, hereby amends the S-76 New Helicopter Sales Agreement between the parties as follows:

1. DEFINITIONS / INFORMATION FOR THIS AMENDMENT

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

Scheduled Presentation Date

Firm Aircraft Order

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

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Firm Helicopter Quantity/Schedule:
2006: Ten
Scheduled as Follows (referenced Helicopter numbers are cumulative):

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2007: Ten
Scheduled as Follows:

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Option 1 Aircraft

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

Option 2 Aircraft

Delete: “Buyer may elect to purchase up to six aircraft in each of the years 2007, 2008”
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Aircraft Delivery Deferral — 2006

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

Aircraft Delivery Deferral — 2007

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

Helicopter Unit Price

Delete: “See Table 1”

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

Scheduled Presentation Date, Utility Helicopter

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

Payments

Delete: “See Section III”

Add: “See Table 1 Section III.1”

II DESCRIPTION OF SALE

Article II is revised as follows:

1. Sale

Add:

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

III PRICE/PAYMENT SCHEDULE

Article III is revised as follows:

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

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Replace Table 1 with the following Tables:

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Replace Table 2 with the following Tables:

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

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Adjustment for Additional Quantities

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VII HELICOPTER RELATED PROVISIONS

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

1. Type Design and Production Approval

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

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

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

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

VIII TRAINING PROVISIONS

Article VIII is amended to add Paragraph 9 as follows

X. ADDITIONAL PRODUCT SUPPORT REQUIREMENTS

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