Attached files
file | filename |
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S-1/A - AMENDMENT NO. 11 TO FORM S-1 - ERICKSON INC. | a2208331zs-1a.htm |
EX-23.2 - CONSENT OF GRANT THORNTON LLP - ERICKSON INC. | a2208331zex-23_2.htm |
EX-10.21 - FORM OF 2012 LONG-TERM INCENTIVE PLAN - ERICKSON INC. | a2208331zex-10_21.htm |
EX-3.3 - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ERICKSON INC. | a2208331zex-3_3.htm |
EX-99.2 - CONSENT OF RISI, INC. - ERICKSON INC. | a2208331zex-99_2.htm |
Exhibit 99.1
ERICKSON AIR-CRANE
INCORPORATED
LETTER OF INTENT
10th February 2012
Türk Hava Kurumu (THK)
General Osman Yldrim
Re: |
Purchase of One (1) Erickson Remanufactured S-64 Model Helicopter |
|
With Option for Three (3) Additional Aircraft |
Dear General Osman,
This letter confirms the intention of THK, a Government Association organized under the laws of the Republic of Turkey, with its principal address located in Ankara Ataturk Bulvari No 33-06100 Opera/Ankara (the Buyer), and Erickson Air-Crane Incorporated, a corporation organized under the laws of the State of Delaware, with its principal address located at 5550 SW Macadam Avenue, Portland, Oregon (United States) 97239 (Erickson or Seller) concerning the purchase of an Aircraft (as hereinafter defined) by the Buyer on the terms and conditions set forth herein.
1. Aircraft Purchase and Sale. Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller one (1) Erickson Remanufactured model S-64F helicopter as described on Attachment 1 attached hereto (the Aircraft).
A. Aircraft Price - The total purchase price for the Aircraft shall be subject to the mutual agreement of the parties and will be expressly defined in a formal written aircraft sale agreement entered into between Buyer and Seller (the Aircraft Sale Agreement).
B. Purchase Timing & Payment Terms The parties intend to execute the Aircraft Sale Agreement at or prior to the end of the second calendar quarter of 2012. The terms and conditions of payment for the Aircraft will be set forth in detail in the Aircraft Sale Agreement.
C. Aircraft Accessories - Included in the purchase price for the Aircraft are the following firefighting, construction and air incident response accessories: (i) fire suppression tank, (ii) sea snorkel, (iii) foam cannon, (iv) construction winch, (v) shock & pendant, (vi) anti-rotation device, (vii) hydraulic grapple, (viii) universal POD, (ix) rescue basket and (x) fly away toolbox.
D. Initial Spare Parts Package - Seller shall provide to Buyer an initial package of Aircraft spare parts and related tooling upon request from and as described by the Buyer. The parts package is not included in the purchase price of the Aircraft.
E. Transfer Taxes. The Buyer shall be fully responsible for all sales, use, transfer, value added, withholding, stamp, documentary, goods and services, property, and similar taxes, or duties (Transfer Taxes) imposed as a result of the purchase, sale, transfer of title to, and delivery of, the Aircraft in accordance with the terms and conditions set forth in the Aircraft Purchase Agreement.
F. Aircraft Delivery Date and Location - delivery of the Aircraft will be made at Ericksons facility in Central Point, Oregon, USA. Title to the Aircraft, and all risk of loss thereof, shall pass to Buyer upon delivery in Central Point, Oregon.
G. Payment Instructions. The payment of all amounts hereunder by Buyer to Erickson shall be made 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: WFBIUS6S
Bank Address:
420 MONTGOMERY ST
SAN FRANCISCO, CA 94163
Account #: 4123122871
Account Name: Erickson Air-Crane Incorporated.
2. Training and Crewing Services.
A. Training. Erickson will provide, at no extra charge, training for two (2) pilots for the Aircraft. The pilot training will include:
· Ground School - up to forty (40) hours of ground school training and aircraft familiarization per pilot; and
· Flight Training - up to fifteen (15) flight hours per pilot to be accomplished on the Buyers Aircraft.
In addition, Erickson will provide, at no additional charge, training for two (2) maintenance technicians for the Aircraft. The maintenance technician training will include up to two hundred forty (240) hours of training per technician.
B. Technical Publications. Erickson will provide, at no additional charge, two (2) copies of the English language technical publications applicable to the operation and maintenance of the Aircraft, including Ericksons flight manual, its field maintenance manual, and its illustrated parts catalogue. Erickson will also provide, at no additional charge, all applicable English language service bulletins and customer service letters.
C. Crewing Services. Erickson will provide the following crew provisioning, which is not included in the Aircraft Purchase Price:
· A pilot, a crew chief and a mechanic for a period of twelve (12) months beginning on the date of re-delivery of the Aircraft to the Buyer in Turkey.
The pricing for the above crewing services, and other terms and conditions relating to the provision of crewing services shall be set forth in the Aircraft Purchase Agreement.
3. After-Market Support Services.
A. Warranty. Erickson will provide, at no additional charge, a limited warranty of two (2) years or five hundred (500) flight hours (whichever comes first) for the Aircraft, commencing at Aircraft delivery in Central Point, Oregon. The warranty covers repair or replacement (at Ericksons option) of any Aircraft parts/components that fail prior to their scheduled repair/overhaul dates.
B. Support Services Program. As an alternative to the above warranty, Erickson can provide a full parts/components materials support program, which will cover all scheduled or unscheduled part/component repairs or overhauls. The pricing, duration and other terms and conditions of the materials support program may be negotiated by the parties.
4. DGCA Certification. Buyer agrees to work expeditiously to register the Aircraft with the Directorate General of Civil Aviation (DGCA), and Buyer shall bear all associated costs required for such registration. Erickson shall provide reasonable assistance to Buyer in obtaining required approvals and registration of the Aircraft with the DGCA. Seller will obtain DGCA Type Certification for the Erickson S-64 Aircraft prior to delivery to the Buyer.
5. Option for Three (3) Additional Aircraft. Seller shall provide an option in favor of the Buyer for the Buyers purchase of three (3) additional Erickson S-64 model aircraft. The terms and conditions of the purchase option shall be negotiated between Buyer and Seller following the parties execution of this Letter; provided that the parties current intention is for the option exercise to remain open until December 31, 2013.
6. Definitive Agreement. The Parties agree that this Letter is a non-binding letter of intent. Subsequent to the Parties full execution of this Letter, the Parties agree to work in good faith towards establishing the formal Aircraft Purchase Agreement. The consummation of the business relationship and the transactions proposed in this Letter is subject to entering into, and would be effected in accordance with the terms of, any such Aircraft Purchase Agreement.
7. Miscellaneous.
A. This agreement shall be governed by and construed under the laws of the State of Oregon (US) without regard to conflicts of law principles, and is subject to the exclusive jurisdiction of the courts of the State of Oregon.
B. This letter may be executed in one or more counterparts, each of which will be deemed to be an original of this letter and all of which, when taken together, will be deemed to constitute one and the same letter.
[Signature page follows]
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/s/ Osman Yildirim |
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Osman Yildirim |
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President of [Illegible] |
Attachment 1
The Remanufactured Aircraft
The Subject Aircraft is a remanufactured aircraft. The process of remanufacturing is defined and described as follows:
Remanufactured or Remanufacturing means, with respect to the Aircraft, the process by which Seller will convert an existing model CH-54 airframe into a remanufactured S-64F model Erickson helicopter, which process entails the following:
i. the disassembly of the original CH-54 airframe, including removal of all existing components and accessories (including existing avionics, wiring, hydraulic lines, accessories and paint);
ii. the inspection and rebuilding of the airframe to new airframe tolerances and limits; and
iii. the installation on the rebuilt airframe of either (i) new parts and components or (ii) rebuilt parts and components that conform to the same tolerances and limits as new parts and components.
iv. The engines will be new or zero hours overhauled
Remanufacturing is completed by Seller in full compliance with specific United States Federal Aviation Administration standards and specifications. Upon completion, each Remanufactured Aircraft is tested to new helicopter tolerances and limits, and is sold with a new product warranty.
Aircraft Configuration and Accessories:
General Arrangement | ||
Wheeled Landing Gear Type |
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Standard |
Dual Engine P & W JFTD12A-5A 4,800 SHP X 2 |
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Standard |
6 Blade Fully Articulated Main Rotor Head |
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Standard |
4 Blade Tail Rotor Head |
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Standard |
Fuel Capacity, Main 908 USG Aux 448 USG |
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Standard |
Dual Control 2 Pilot Requirement |
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Standard |
Aft Facing Pilot Station with Flight Controls |
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Standard |
47,000 lbs Max Gross Weight |
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Standard |
25,000 lbs Max External Load Weight |
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Standard |
Environmental Control Unit (ECU) |
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Standard |
Engine Anti Ice System |
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Standard |
3 Axis AFCS |
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Standard |
Primary Instrumentation CRT & LCD Display |
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Standard |
Back up Instrumentation Analog |
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Standard |
Rotor Brake Hand Pump Style |
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Standard |
Main Wheel Brakes |
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Standard |
Cockpit Door Bubble Windows |
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Standard |
Pulse Lights |
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Standard |
Red & White Strobe Tail Lights |
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Standard |
Red Nose Strobe Light |
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Standard |
Sealed Lead Acid Battery |
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Standard |
Auxiliary Power Plant; Electric Start |
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Standard |
Cockpit Fans |
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Standard |
Fire Extinguisher Hand Held |
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Standard |
Crash Axe |
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Standard |
Two Color Paint Scheme |
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Standard |
Hard Wiring for RADS, RADS Kit Included |
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Standard |
Collective Down Lock System |
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Standard |
4th Crew Seat |
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Standard |
Auxiliary Fuel Tank with Indicator |
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Standard |
First Aid Kit |
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Standard |
Siren Warning System |
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Standard |
| ||
Engine and Systems Monitoring Display | ||
ICDS 2000 Multi Function Display (2 ea.) Includes: |
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Standard |
N1 Indicator (2 ea.) |
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Fuel Flow Indicator (2 ea.) |
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EPR Indicator (2 ea) |
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MGB Oil Temperature Indicator |
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Fuel Quantity Indicator (3 ea.) |
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Torque Indicator (3 ea.) |
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Triple Tachometer (2 ea.) |
|
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Oil Cooler Tachometer |
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T-5 Indicator (2 ea.) |
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Hydraulic Pressure Indicator (3 ea.) |
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MGB Oil Temperature Indicator |
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Engine Oil Temperature Indicator (2 ea.) |
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Load Cell Indicator |
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Fire Tank Quantity Indicator |
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Electronic Horizontal-Situation Indicator (EHSI) (2 ea.) |
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Standard |
Electronic Attitude Directional Indicator (EADI) (2 ea.) |
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Standard |
Magnetic Compass |
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Standard |
Altimeter (2 ea.) |
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Standard |
Display Control Panels (2 ea.) |
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Standard |
Airspeed Indicator (2 ea.) |
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Standard |
Vertical Speed Indicator (2 ea.) |
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Standard |
Artificial Horizon (2 ea.) Standby |
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Standard |
Clock Digital (2 ea.) |
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Standard |
OAT Indicator Digital and Analog (2 ea.) |
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Standard |
Hour Meter |
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Standard |
Radio Package | ||
6 Position Intercom System, 4 Inside, 2 External |
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Standard |
VHF COMM- 118-136.992 MHz (VHF-22) (2ea.) |
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Standard |
Distance Measuring Equipment (DME) Transceiver |
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Standard |
ATC Transponder (TDR-94/94D Mode S Transponder) (2 ea.) |
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Standard |
Radio Tuning Unit (RTU) (2ea.) |
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Standard |
Emergency Locator Transmitter (ELT) 406 MHz |
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Standard |
Radar Altimeter |
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Standard |
VHF FM Transceiver (Northern Airborne Technology |
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Standard |
GPS (Garmin 500) |
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Standard |
VOR/ILS Receiver with Marker Beacon |
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Standard |
Automatic Direction Finder (ADF) Receiver |
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Standard |
Cockpit Voice Recorder |
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Standard |
EMM 35 Engines and Systems Monitoring |
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Standard |
| ||
Aircraft Support Equipment | ||
Fall Protection System |
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Standard |
Blade Tie Downs |
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Standard |
Engine Exhaust and Intake Plugs |
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Standard |
Tow Bar |
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Standard |
| ||
Fire Fighting System | ||
Fire Tank 2,550 USG & Transport Trailer |
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Included |
Foam Tank Internal 70 USG |
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Standard with Tank |
Pond Snorkel with Auxiliary Pack |
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Standard with Tank |
Sea Snorkel |
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Included |
Foam Cannon |
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Included |
Hydro Mulch Manifold |
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Included |
| ||
Construction System | ||
Shock & Pendant to include upper hook |
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Included |
Anti Rotational Restraint System |
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Included |
Construction Winch |
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Included |
200 Foot Long Line |
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Included |
25,000 lbs Remote Hook (1) |
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Included |
8,000 lbs Remote Hook (4) |
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Included |
12,000 lbs Remote Hook (4) |
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Included |
20 Foot Rigging (4 pieces) |
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Included |
40 Foot Rigging (4 Pieces) |
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Included |
Spreader Bars (lea. 10 ft. 2 ea. 4 ft.) |
|
Included |
| ||
Disaster Relief System | ||
Universal POD |
|
Included |
Grapple |
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Included |
11,000 Pound Rescue Basket |
|
Included |
lf you agree with the foregoing, please sign and return one copy of this Letter, which thereupon will constitute our agreement with respect to its subject matter.
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Very truly yours, | ||
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Erickson Air-Crane Incorporated | ||
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By: |
/s/ Udo Rieder | |
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Name: |
Udo Rieder | |
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Title: |
President and Chief Executive Officer | |
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Tűrk Hava Kurumu | ||
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By: |
/s/ Osman Yldrim | |
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Name: |
Osman Yldrim | |
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Title: |
President | |