HRT NETHERLANDS, B.V.

as Purchaser

and

ERICKSON AIR-CRANE INCORPORATED

as Seller

AIRCRAFT PURCHASE AGREEMENT

IN RESPECT OF
ONE (1) ERICKSON S-64E HELICOPTER
 TABLE OF CONTENTS

PAGE
ARTICLE

1. Definitions and Interpretation 1

2. Aircraft Purchase; Crew Provisioning 4

3. Delivery and Certification; Total Loss 5

4. Aircraft Warranty 6

5. Conditions Precedent 8

6. Representations and Warranties 10

7. Fees & Expenses 12

8. Indemnities 12

9. Taxes 13

10. Insurance 14

11. Assignment 15

12. Amendment 15

13. Notices 16

14. Miscellaneous 17

15. Governing Law 19

16. Arbitration 19

EXECUTION PAGE 28
THIS AIRCRAFT PURCHASE AGREEMENT, dated as of the 1st day of August,
2011 (the “Effective Date”), by and between:

(1) HRT NETHERLANDS, B.V., a company organized and existing under the
laws of Netherlands with its principle place of business at Strawinskylaan 3105
Atrium, 1077zx, Amsterdam (the “Purchaser”); and

(2) ERICKSON AIR-CRANE INCORPORATED, a corporation organized and

existing under the laws of the State of Delaware, and having its offices at 5550
SW Macadam Avenue, Suite 200, Portland, Oregon 97239, USA (the “Seller”).

RECITALS

WHEREAS, Seller manufactures, sells and provides aftermarket parts and supports for
its S-64 model helicopters throughout the world;

WHEREAS, Purchaser operates helicopters in connection with its oil and gas
operations;

WHEREAS, Purchaser desires to purchase the Aircraft (as defined below) from the
Seller, and Seller is willing to sell the Aircraft to Purchaser, on the terms and subject to
the conditions set forth in this Agreement (as defined below);

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

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

1.1.1 “Acceptance and Sale Certificate” means an acceptance and sale

certificate in the form set out in Exhibit I attached hereto.

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

1.1.3 “Aircraft” means the Used Erickson model S-64E aircraft bearing
manufacturer’s serial number 64015, together with two (2) P&W dual
engine JFTD 12A-4A engines bearing manufacturer’s serial numbers
672490 and 637125 as described on Schedule 1 hereto, including the
airframe, the engines and all components and accessories(including,
without limitation, (i) shock and pendant, (ii) bambi bucket, (iii) ferry
tank, (iv) two 20,000 pound remote hooks, (v) two steel 200 foot long
 lines and (vi) fly away toolbox), as set forth on Schedule 1. Where the
context permits, references to the “Aircraft” shall also mean and include
the Aircraft Documentation.

1.1.4 “Aircraft Documentation” means the manuals, logbooks and other

records relating to the Aircraft or any part thereof delivered by Seller to
Purchaser, including two copies of the Aircraft flight and maintenance
manuals (for service of the Aircraft) and one copy each of the service
bulletins and the customer service letters current as of the date of
Delivery.

1.1.5 “ANAC” means Agência Nacional de Aviação Civil, or any successor

entity thereof or other entity performing its functions in the future.

1.1.6 “Balance of the Purchase Price” means the Purchase Price minus the
Deposit.

1.1.7 “Business Day” means any day of the year other than either a Saturday,
Sunday or public holiday in United States of America (New York, New
York or Portland, Oregon), the Netherlands and Brazil or a day on which
banks are required to close in United States of America (New York, New
York or Portland, Oregon), the Netherlands and Brazil.

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

1.1.9 “Delivery” means, with respect to the Aircraft, the date and time at
which all of the conditions precedent (as described under Article 5 of this
Agreement) are either satisfied or waived in writing. Notwithstanding
the above, the parties agree that Delivery will be deemed to have
occurred as soon as the Purchaser takes full possession and control of the
Aircraft.

1.1.10 “Delivery Date” means the date the Delivery occurs, which the parties
anticipate will occur no later than December 15, 2011.

1.1.11 “Delivery Location” means Manaus, Brazil or such other location

agreed between the parties.

1.1.12 “Deposit” means a payment of money to be paid by the Purchaser to

Seller at the time set forth in Section 5.1 of this Agreement.

1.1.13 “FAA” means the United States Department of Transportation - Federal

Aviation Administration.
1.1.14 “Foreign Object Damage” means any damage to the Aircraft caused by
objects which are not part of the Aircraft.

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

1.1.16 “Lien” means any lien, mortgage, security interest, or other charge or
encumbrance or claim or right of others, both in law and equity,
registered or unregistered, including, without limitation, rights of others
under any engine or parts interchange, loan, or pooling agreement.

1.1.17 “Lien Holder” means any person, corporation, limited liability company
or other entity possessing a Lien interest in the Aircraft.

1.1.18 “Purchase Price” means the amount of price, as defined under

Clause 2.2 of this Agreement.

1.1.19 “RAB” shall mean the Brazilian Aeronautical Registry.

1.1.20 Technical Acceptance Letter” means a Technical Acceptance Letter

acknowledging the completion of the inspection of the Aircraft, Aircraft
Documents and Inventory, in the form of Exhibit 3 attached hereto.

1.1.21 “Total Loss” means loss of the Aircraft or loss of the use of the Aircraft
due to (without limitation) theft, hi-jacking, disappearance, destruction,
damage beyond repair, damage to the Aircraft which results in an
insurance settlement, the condemnation or confiscation or the requisition
of title by any government entity or taking of title to the Aircraft by any
government entity or other rendering of the Aircraft permanently unfit
for normal use for any reason whatsoever.

1.1.22 “Transfer Taxes” shall mean any and all present and future sales, use,
personal property, value added, withholding, transfer, customs, stamp,
documentary or any other similar taxes, levies, imposts, duties, fees or
withholdings, together with any penalties, fines, surcharges or interest
thereon, whether paid or incurred by Seller or Purchaser, and “Taxation”
shall be construed accordingly.

1.1.23 “Warranty Bill of Sale” means the Bill of Sale for the Aircraft in the
form attached hereto as Exhibit 1.
 1.2 Interpretation
Clause and Schedule headings are for ease of reference only and shall not affect
the interpretation of any of the provisions hereof. Words importing the singular
number include the plural and vice versa.

2. AIRCRAFT PURCHASE; CREW PROVISIONING

2.1 Sale and Purchase of Aircraft

Upon and subject to the terms and conditions of this Agreement, Seller hereby
agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller
one (1) Aircraft.

2.2 Aircraft Purchase Price

The purchase price for the Aircraft shall be [***] (the “Purchase Price”), which
amount shall be paid in accordance with the payment schedule set forth under
Clause 2.3 hereof.

2.3 Payment of Purchase Price

Upon and subject to the terms and conditions of this Agreement, Purchaser shall
pay the Purchase Price for the Aircraft to Seller in accordance with the following
payment schedule:

a) the Deposit previously paid by Purchaser in accordance with the terms of

this Agreement shall be applied to the Purchase Price; and
b) the Balance of the Purchase Price in the amount of [***], shall be paid
by wire transfer upon Purchaser’s signing of this Agreement, but in no
event later than December 15, 2011

2.4 Payment Instructions

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

2.5 Transfer Taxes

Except to the extent expressly agreed by the Parties under Article 9 of this
Agreement, all payments to be made by Purchaser to Seller hereunder shall be
made free and clear of, and without deduction for or on account of, any Transfer
Taxes.

2.6 Crew Provisioning

Seller shall provide Purchaser with crewing services to include a training
captain/instructor pilot, a crew chief and a mechanic until July 31, 2012. The
terms and conditions under which any crewing services will be provided by
 Seller to Purchaser shall be negotiated and agreed by the parties under a separate
written crewing or support services agreement.

2.7 Training
As provided in this Agreement and in accordance with the terms and conditions
therein, Seller will continue to provide training for four (4) pilots per Aircraft.
The pilot training will include:

a. Ground School - up to forty (40) hours of ground school training and

aircraft familiarization per pilot; and
b. Flight Training - up to ten (10) flight hours per pilot to be accomplished
on the Purchaser’s Aircraft.

In addition, Seller will continue to provide training for four (4) maintenance
technicians per Aircraft. The maintenance technician training will include up to
two hundred forty (240) hours of training per technician.

3. DELIVERY AND CERTIFICATION; TOTAL LOSS

3.1 Delivery; Aircraft Condition

The Delivery of the Aircraft shall be made to Purchaser on the Delivery Date in
the following condition:

The Aircraft will be configured and equipped as specified in the Aircraft

description attached hereto as SCHEDULE 1 and in the same condition as
during the Inspection (as defined in Section 5.2 hereof);

The Aircraft will have a valid certificate of airworthiness or export certificate of

airworthiness issued by the FAA, dated as of a date on or following August 1,
2011 but prior to the date the Aircraft is registered with the RAB

The Aircraft will be in an airworthy condition, with all systems and installed
equipment and engines in normal working order and operating to manufacturer’s
specifications, normal wear and condition of used parts and components
excepted;

The Aircraft will be up to date on all manufacturer’s required maintenance and

inspection schedules (including all calendar and hourly inspections), and in
compliance with all applicable airworthiness directives and manufacturers’
mandatory service bulletins (or equivalents) that have been issued with respect
to the Aircraft on or before the Delivery Date;

With no parts, systems or components installed in the Aircraft on a temporary

loan or exchange basis;
 With all Aircraft Documentation in the possession of Seller as disclosed during
the Inspection;

The Aircraft will be delivered with “no damage history” relating to the Aircraft;
and

The Seller has not used the Aircraft for more than fifty (50) flight hours during
the period commencing on the date of that certain Letter of Intent between the
Seller and Purchaser dated July 6, 2011 and ending on the commencement date
of the term of this Agreement.

3.2 Acceptance of the Aircraft; Transfer of Title and Risk

Upon Delivery of the Aircraft by Seller to Purchaser at the Delivery Location in

the condition as set forth and agreed in Clause 3.1 hereof, Purchaser shall be
deemed to have accepted the Aircraft, and title to, and all risk of Loss in, said
Aircraft shall immediately pass from Seller to Purchaser.

3.3 ANAC Certification

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

3.3.2 Aircraft Registration. Purchaser agrees, at its expense (a), to cause the
certificate of airworthiness for the Aircraft that was issued by ANAC and
delivered to Purchaser pursuant to the terms of Clause 3.3.1 to be
certified by and registered with ANAC and (b) to take all other actions,
including, without limitation, paying all applicable import fees.

3.3.3 Crewing Certification. Purchaser agrees to be solely responsible, at its

expense but with the commercially reasonable cooperation of Seller, to
obtain from ANAC and from any other applicable governmental
authority in Brazil (including, without limitation, those authorities
responsible for immigration, work permits, visas and taxation), any and
all permits, certifications, or consents (or extensions thereof) with respect
to the performance by Seller of the crew provisioning services for
Purchaser. If Purchaser is unable to obtain the required certifications, the
parties agree that Seller shall not be in breach of this Agreement, nor
held liable for any resulting damages, unless the delay is the direct result
of Seller’s failure to cooperate with Purchaser.
 3.3.4 Total Loss If, before Delivery, the Aircraft suffers a Total Loss (a
“Totaled Aircraft”). Purchaser will have the option to choose one of
the following:

3.3.4.1 based on the availability of aircraft in Seller’s fleet and with no

obligation whatsoever to adjust its fleet schedule in any way,
Seller may offer a replacement fleet aircraft to Purchaser; or
3.3.4.2 in the event that delivery of a replacement aircraft (with identical
features and specifications) cannot be made by Seller to
Purchaser within three (3) months of the original delivery date for
the Totaled Aircraft, elect to cancel the sale of the Totaled
Aircraft, in which case Seller shall refund all advance payments
made by Purchaser to Seller for said Totaled Aircraft.

4. AIRCRAFT WARRANTY

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

4.2 The warranty provided in Clause 4.1 does not apply to, and Seller shall not bear
any responsibility to repair or replace, any part or component rendered
unserviceable due to (i) improper storage, use or operation, or abuse or negligent
acts or omissions of Purchaser or any third party, (ii) failure of Purchaser or any
third party to properly install, service, or maintain such part or component,
(iii) failure of the Purchaser to operate the Aircraft or maintain the Aircraft in
accordance with all Aircraft operations and maintenance manuals, (iv) the
failure of parts not supplied by Seller, (v) accident or incident or any other
causes external to the parts/components covered by this warranty, (vi) any
Foreign Object Damage, and (vii) any failure of Purchaser to operate the
Aircraft in accordance with Seller specifications and limitations, including any
specific limitations relating to operations of the Aircraft in a desert environment
prior to Seller’s installation of the engine air particle separator components.

4.3 The warranty period applicable to any part or component repaired or replaced
pursuant to this limited warranty is the remainder of the warranty period
described in Clause 4.1 that is in effect on the date that such Part is repaired or
replaced.

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

4.5 EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THIS

AGREEMENT, ITS SCHEDULES, EXHIBITS OR AMENDMENTS OR IN
THE ACCEPTANCE AND SALE CERTIFICATE WITH RESPECT TO
TITLE, THE SELLER MAKES NO REPRESENTATIONS WHATSOEVER
IN RESPECT OF THE AIRCRAFT, AND THE SELLER SPECIFICALLY
DISCLAIMS, AND EXCLUDES (i) ANY EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION AS TO CONDITION,
DESCRIPTION, AIRWORTHINESS, VALUE, SATISFACTORY QUALITY,
DESIGN, QUALITY, MANUFACTURE OR OPERATION OF ANY KIND
OR NATURE, (ii) ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, (iii) ANY IMPLIED REPRESENTATION OR
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE, AND (iv) ANY OBLIGATION OR
LIABILITY FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT
TO THE AIRCRAFT, OR FOR ANY LIABILITY OF THE PURCHASER TO
ANY THIRD PARTY OR FOR ANY OTHER DIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGE WHATSOEVER.

4.6 It is anticipated that following the parties execution of this Agreement they will
enter into a separate after-market support services agreement pursuant to which
the Seller will provide full parts and components support to Purchaser in
exchange for a fixed flight hour rate. The parties hereby agree that upon the
execution of such support services agreement, the warranty provided under this
Agreement, with respect to the Aircraft, will terminate and be of no further force
and effect.

5. CONDITIONS PRECEDENT

5.1 Conditions Precedent to Seller’s Obligations

The obligations of Seller to sell and deliver to Purchaser each Aircraft in

accordance with the terms and conditions of this Agreement are subject to the
 following conditions precedent being fulfilled to the satisfaction of, or waived in
writing by, Seller
a. this Agreement shall have been executed and delivered by Purchaser;
b. the insurance certificates and brokers letter of undertaking required by
Clause 10.4 of this Agreement shall have been delivered to Seller, and
Purchaser shall otherwise be in compliance with Clauses 10.3 and 10.4
hereof; and
c. Seller shall have received all payments required by Clause 2.3 hereof.

5.2 Conditions Precedent to Purchaser’s Obligations

Purchaser’s obligation to purchase and accept the Aircraft from Seller on the
Delivery Date shall be subject to the following conditions precedent:

a. completion of an inspection of the Aircraft by Purchaser and an

inspection conducted by team designated by Purchaser; and a finding in
Purchaser’s sole and reasonable discretion, that the Aircraft is in
acceptable condition (as set forth in Clause 3.1 hereof) in the Delivery
Location, on or before December 15, 2011. Should the Purchaser not
accept in writing the condition of the Aircraft by such date, the Deposit
paid to the Seller for the Aircraft pursuant to Purchase Price Payment
hereof shall immediately be repaid to Purchaser within five (5) Business
Days and the obligations of the Purchaser under this Agreement shall
terminate;

b. completion of the purchase of the Aircraft hereunder shall be subject to

the Purchaser agreeing in writing to a final Aircraft description
including: the Aircraft Specification (Schedule 1) on or before the
Delivery Date. This condition shall be deemed satisfied if Purchaser
agrees to and signs the Technical Acceptance Letter attached hereto as
Exhibit 3. Should the Purchaser and Seller not agree in writing to the
Aircraft description by the Delivery Date, the Deposit paid to Seller for
the Aircraft pursuant to Purchase Price Payment hereof, shall
immediately be repaid to Purchaser within five (5) Business Days and
the obligations of the Purchaser under this Agreement shall terminate;

c. the Seller shall not be in breach or default of any of the Seller’s

obligations arising under this Agreement;

d. all of the Seller’s representations set forth herein shall be true and
accurate;
e. the Seller shall pay all amounts required to release any Liens upon the
Aircraft, especially the lien in favor of Wells Fargo Bank N.A. pursuant
to the aircraft security agreement between Seller and Wells Fargo Bank
N.A. dated June 24, 2010. The Release shall be duly executed by Wells
Fargo Bank, or any other entity, and demonstrated to Purchaser; and
 f. the Seller shall deliver to the Purchaser:
i. A Commercial Invoice substantially in the form attached hereto
as Exhibit 2;
ii. A copy of electronic confirmation from the International Registry
that the Seller is a registered Transaction User Entity under the
Cape Town Treaty;
iii. A copy of the written Release of Lien Holders, especially Wells
Fargo Bank releases, and companion forms of releases filed
before the competent authorities, whereby the Aircraft will not be
subject to any Lien(s), as may be reasonably required by
applicable government registries including, but not limited to the
FAA and International Registry;
iv. A copy of the fully executed Warranty Bill of Sale executed by
the Seller transferring title to the Aircraft in the form attached
hereto as Schedule 1;
v. A copy of the fully executed Bill of Sale for the Aircraft in a form
acceptable to record the transfer of title in and to the Aircraft, as
may be reasonably required with applicable government aircrafts
registries including the FAA and the International Registry;
vi. A certificate executed by an officer of the Seller certifying for
and on behalf of the Seller that the representations and warranties
of the Seller in this Agreement are true and correct on the
Delivery Date, and that the Seller has performed and complied
with all of its obligations, covenants and agreements in this
Agreement to be performed or complied with by it; and
vii. Such other certificates, documents and instruments, duly
executed, which in the opinion of the Purchaser, acting
reasonably, are necessary or desirable to effect and evidence the
sale, conveyance, transfer and delivery to Purchaser of the
Seller’s right, title and interest in and to the Assets free and clear
of all Liens.

The conditions set out in this Section 5.2 are for the exclusive benefit of the
Purchaser and may be waived by the Purchaser in writing prior to Closing.

Each of the parties will use commercially reasonable efforts to cause the
conditions to the parties’ obligations to consummate the transactions
contemplated hereby to be satisfied.

5.3 Delivery

Upon the satisfaction or written waiver of all conditions written in Clauses 5.1
and 5.2 hereof, the Delivery shall have occurred.

The Aircraft shall be located at the Delivery Location at the time of the
Delivery. The Purchaser shall be responsible for all Brazilian taxes, import
Licenses and permits, and import duties and fees. The Purchaser will be
 responsible, at its expense, for the registration of the Aircraft with Brazilian
authorities including but not limited to ANAC (Agência Nacional de Aviação
Civil). The Seller shall package the Aircraft for shipment to the Delivery
Location at its expense.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of Seller

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

6.1.1 Seller is a corporation validly existing under the laws of the State of
Delaware (US) and has the corporate power to enter into and perform
the transactions contemplated by this Agreement. The execution,
delivery and performance of this Agreement have been duly authorised
by all necessary corporate action on the part of Seller;

6.1.2 each consent required by Seller to authorise, or required by it in

connection with the execution, delivery, performance, legality, validity
or enforceability of this Agreement has been obtained and is in full
force and effect, and there is no default in the observance or
performance of any of the conditions and restrictions (if any) imposed
on or in connection therewith;

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

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

6.1.5 the Aircraft is being delivered with all systems in airworthy and fully
operational condition as determined pursuant to manufacturer’s
published specifications, tolerances and guidelines, and current on the
manufacturer’s maintenance program in compliance with all required
time and calendar maintenance actions.

DISCLAIMER AND LIMITATION OF LIABILITY.

EXCEPT AS EXPRESSLY SET FORTH IN THIS PURCHASE
AGREEMENT INCLUDING THE SELLERS WARRANTY OF
GOOD, MERCHANTABLE AND CLEAR TITLE OF THE ASSETS,
THE ASSETS ARE BEING SOLD AND DELIVERED TO
PURCHASER IN “AS IS, WHERE IS” CONDITION. SUBJECT TO
 THE WARRANTIES SET FORTH HEREIN, THE PURCHASER
AGREES THAT THERE SHALL BE NO REPRESENTATIONS,
WARRANTIES OR CONDITIONS, EITHER EXPRESSED OR
IMPLIED, AS TO THE FITNESS OR DESIGN OF THE AIRCRAFT
OR ITS MERCHANTABILITY, ITS FITNESS FOR ANY
PARTICULAR PURPOSE, THE QUALITY OR CAPACITIES OF THE
MATERIALS OR COMPONENTS IN THE AIRCRAFT OR ITS
WORKMANSHIP THE PURCHASER RELINQUISHES ANY
RECOURSE AGAINST THE SELLER, ITS OFFICERS, DIRECTORS,
AGENTS AND ITS INSURERS AND RELEASES THE SELLER, ITS
OFFICERS, DIRECTORS, AGENTS OR ITS INSURERS IN
RESPECT TO ANY CLAIM THAT MAY ARISE EITHER AGAINST
THE SELLER OR AGAINST THE PURCHASER IN RESPECT OF
ANY INCIDENT OR ACCIDENT CALLING INTO QUESTION THE
AIRCRAFT DESIGN OR MANUFACTURE.

6.2 Representations and Warranties of Purchaser

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

6.2.1 Purchaser is a company validly existing under the laws of the

Netherlands and has the corporate power to enter into and perform the
transactions contemplated by this Agreement. The execution, delivery
and performance of this Agreement have been duly authorised by all
necessary corporate action on the part of Purchaser;

6.2.2 each consent required by Purchaser to authorize, or required by it in

connection with the execution, delivery, performance, legality, validity
or enforceability of this Agreement has been obtained and is in full
force and effect, and there is no default in the observance or
performance of any of the conditions and restrictions (if any) imposed
on or in connection therewith; and

6.2.3 the entry by Purchaser into, and performance by Purchaser of the

transactions contemplated by, this Agreement does not and will not
conflict with: (i) any law or regulation or any official or judicial order
applicable to Purchaser; (ii) the constitutional documents of Purchaser;
or (iii) any material agreement or document to which Purchaser is a
party or by which Purchaser or any of its properties is bound.

7. FEES & EXPENSES

Each of Purchaser and Seller shall be responsible for its own costs and expenses,
including legal fees, incurred by each of them in connection with the negotiation,
preparation and execution of this Agreement, regardless of whether the Aircraft are,
in fact, sold by Seller to Purchaser hereunder. In addition, Purchaser shall be
responsible at its own expense for obtaining and maintaining any governmental and
 other licences, approvals, consents, certificates, exemptions, registrations and filings
necessary for the ownership, registration, maintenance, use or operation of the
Aircraft on and after Delivery. Subject to the provisions of Clause 3.3, Seller and
Purchaser will, at Purchaser’s expense, execute and file documents with ANAC with
respect to the sale and registration of the Aircraft hereunder.

8. INDEMNITIES

8.1 Purchaser’s Indemnities

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

Purchaser shall indemnify, defend and hold harmless each of the Seller
Indemnitees (and each of their respective successors and assigns) from and
against all Indemnified Expenses arising from (i) the death of or injury to any
employee, agent, representative or contractor of Purchaser or (ii) the loss of or
damage to any property of Purchaser or any employee, agent, representative or
contractor of Purchaser, in connection with or arising out of any activity of
Purchaser or any employee, agent, representative or contractor of Purchaser,
including, without limitation, with respect to any acceptance flight,
demonstration flight, monitoring or inspection of the Aircraft and the correction
of any non-conformities whether or not arising from the negligence of any such
indemnified person.

8.2 Seller’s Indemnities

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

8.3 Claims for Indemnification

If a claim is made by a third party against a Purchaser Indemnitee or a Seller

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

9. TAXES

9.1 Each of Seller and Purchaser shall cooperate and use reasonable efforts to avoid
or minimise any and all Transfer Taxes or other taxes (such as taxes based on
gross or net income, profits or revenue, or franchise or doing business) imposed
on or arising out of the sale of the Aircraft to Purchaser by Seller or otherwise
imposed on the transactions contemplated by this Agreement. Notwithstanding
the foregoing, (a) any and all applicable Transfer Taxes charged or imposed by
the government of Brazil arising out of the Delivery of the Aircraft or any
engine or part thereof or the fulfilment by Purchaser of its obligations hereunder
shall be the sole responsibility and liability of Purchaser and (b) any and all
applicable Transfer Taxes charged or imposed in the United States or by the
United States arising out of the Delivery of the Aircraft or any engine or part
thereof shall be the sole responsibility and liability of Seller.

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

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

10. INSURANCE

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

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

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

10.4 The insurance policies in respect of such insurance shall be (a) in the case of
Seller, Seller’s existing insurance policy, the details of which will be
confirmed in writing to Purchaser by the applicable insurer or broker, and
(b) in the case of Purchaser, in form and substance, and underwritten by
insurers, satisfactory to Seller, and be delivered to Seller on or before the date
of Delivery, and such insurance policies shall include provisions whereby:
a. the Seller Indemnitees are named as additional named insureds for their
respective rights and interests;
b. the insurers under any hull policy for the Aircraft shall waive all rights of
subrogation against the Seller Indemnitees to the extent of the indemnity
under Clause 8.1 of this Agreement; and
c. if such insurance is cancelled or allowed to lapse for any reason
whatsoever, or if any material change is made in such insurance that
 adversely affects the interest of any Seller Indemnitee, such cancellation,
lapse or change shall not be effective as to any Seller Indemnitee for
30 days (or 7 days or such other period as is then customarily obtainable
in the industry in the case of any war and allied perils liability coverage)
after giving notice from such insurers or Purchaser’s appointed insurance
broker to Seller.

Within ten (10) business days of the effectiveness of this Agreement, Seller shall
deliver to Purchaser an original insurance certificate confirming that Seller has
complied with its obligations hereunder. On or before the date of Delivery of
the Aircraft, and at each renewal of the required insurances, Purchaser shall
deliver to Seller originals of each insurance certificate and broker’s letter of
undertaking in relation to the Aircraft confirming that Purchaser has complied
with its obligations hereunder.

11. ASSIGNMENT

Neither party shall assign or transfer its rights, obligations or interests hereunder
without the prior written consent of the other party, such consent not to be
unreasonably withheld, delayed or conditioned; provided, however, that in the case
of any assignment requested by Purchaser, consent by Seller will be contingent upon
Seller’s sole and absolute determination that any requested assignee (i) is
creditworthy and (ii) is willing and able to, and does, assume (in writing) all
obligations of Purchaser under this Agreement. The terms “Purchaser” and
“Seller” when used herein, shall be deemed to include their respective successors
and permitted assigns.

12. AMENDMENT

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

13. NOTICE

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

to Purchaser to:

Address: HRT NETHERLANDS, B.V.

Strawinskylaan 3105 Atrium, 1077zx, Amsterdam,
Netherlands

Fax: (55) 21 -2105-9713

Email: [email protected]/
Attention: Milton Franke

With a copy to:

Address: Av. Atlantica 1130, 10th floor., Copacabana, Rio de

Janeiro,Brazil.
Email: [email protected]/
Attention: Jorge Pedroso

to Seller to:

Address: ERICKSON AIR-CRANE INCORPORATED

5550 SW Macadam Avenue, Suite 200, Portland, Oregon
97239

Fax: 1-503-473-8540
Email: [email protected]
Attention: Edward Rizzuti, General Counsel

With a copy to:

Fax: 1-503-473-8540
Attention: Steve Crowley, Charles Ryan

or to such other address, email or facsimile number as is notified by one party

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

14. MISCELLANEOUS

14.1 Entire Agreement

This Agreement (including all Exhibits, Schedules and documents attached
hereto) contains the entire agreement and understanding between Seller and
Purchaser relating to the subject matter hereof, and supersedes any and all prior
understandings, and agreements, whether written or oral, in regard to such
matters. For the avoidance of doubt, the parties hereby expressly agree that
upon the parties’ execution of this Agreement and Option Agreement shall
automatically terminate and shall be of no further force and effect.

14.2 Delay in Exercising Rights

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

14.3 Further Assurances

Each party shall from time to time do and perform such other and further acts
and execute and deliver any and all such further documents and instruments as
may be required by law or reasonably requested in writing by the other to
establish, maintain and protect the rights and remedies of the other and to carry
out and effect the intent and purposes of this Agreement.

14.4 Rights Cumulative

Nothing contained in this Agreement shall be construed to limit in any way any
right, power, remedy or privilege of each party hereunder or now or hereafter
existing at law or in equity.

14.5 Counterparts
This Agreement may be executed in any number of counterparts and by each of
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original, and all of which, taken together, shall
constitute one and the same instrument.
14.6 Severability
If any provision of this Agreement shall become invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired

14.7 Data and Confidentiality

All Data is proprietary to and shall remain the property of Seller. All Data is
disclosed to Purchaser in confidence, and shall neither (1) be used by Purchaser
or be furnished by Purchaser to any other person or entity for the design or
manufacture of any products, articles, compositions of matter, or processes or
otherwise to compete with Seller in any way, nor (2) be permitted out of
Purchaser’s possession, or divulged to any other person or entity except as
otherwise agreed by Seller in writing, nor (3) be used in the creation,
manufacture, development or derivation of any repairs, modifications, designs
or configuration changes to or related to the Aircraft, or to obtain FAA or any
other government or regulatory approval of any of the foregoing. If consent is
given, in writing by Seller, for reproduction in whole or in part of any Data, any
existing notice or legend, including notices and legends identifying the
confidential or proprietary nature of such Data, shall appear in any such
reproduction. Nothing in this Clause shall preclude Purchaser from using Data
for the overhaul or maintenance by Purchaser of the Aircraft for its own use;
except that all repairs or repair processes that require substantiation will be the
subject of a separate license and substantiated repair agreement between Seller
and Purchaser. Purchaser shall be responsible for, and take all steps necessary
to insure, compliance by its employees and agents with this Clause. Nothing in
this Agreement shall convey to Purchaser the right to use Data to create,
manufacture, develop, or cause the reproduction of any aircraft, spare part, or
part or component thereof, of a design identical or similar to that of the Aircraft
purchased hereunder or to use Data to develop any repair for the Aircraft or
give to Purchaser a license under any patents or rights owned or controlled by
Purchaser.

The content of this Agreement is confidential and neither party shall publicize
the existence or content of this Agreement without the prior written consent of
the other party, except (i) to the extent required by law or to enforce this
Agreement; or (ii) to the extent necessary for disclosure to both parties’
respective insurers, accountants, legal counsel or other professional advisors,
for whom each party hereto shall be responsible to take all steps necessary to
insure compliance by those persons with this Clause.

14.8 No Partnership
No partnership, joint venture or other relationship between the parties whereby
any party may be held liable for the acts or omissions of the other party is
intended or created by this Agreement.
 14.9 Government Authorization; Export Shipment
The parties shall be responsible for obtaining required export licenses and
import licenses and other required governmental authorization as set forth in
Clause 3.3 above, and shall be responsible for complying with all applicable
U.S. and Brazilian government licensing and reporting requirements related
thereto.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
Brazil (excluding the United Nations Convention on Contracts for the International
Sale of Goods), without giving effect to the conflicts of laws principles thereof.

16. ARBITRATION

16.1 In the event that any controversy, dispute, or demand arises from this
Agreement, its fulfilment, breach, cancellation, expiration or validity, the
parties agree to try their best efforts to resolve the dispute on a friendly basis,
within 15 (fifteen) days from the notice of any of the parties to the other party
informing of the controversy.

16.2 Any controversies, disputes, actions, causes of action, or other claims arising
out of or in connection with the provisions of this Agreement which cannot be
settled by mutual agreement shall be finally settled by arbitration in London,
England under the rules of arbitration of the International Chamber of
Commerce, by one arbitrator appointed in accordance with said rules. All
arbitration proceedings shall be conducted in the English language. The
arbitrator shall decide any such dispute or claim strictly in accordance with the
governing law specified in Article 15 hereof. The arbitrator may enter a default
decision against any party who fails to participate in the arbitration
proceedings.

16.3 The costs and expenses of the arbitration, including, without limitation, the fees
of the arbitrator, shall be borne equally by each party to the dispute or claim
and each party shall pay its own fees, disbursements and other charges of its
counsel. The arbitrator shall have the power to award reasonable interest on
any sum awarded pursuant to the arbitration proceedings and such sum would
carry interest, if awarded, until the actual payment of such amounts.

16.4 Each party hereto waives to the fullest extent permitted by law any right it may
otherwise have under the laws of any jurisdiction to any form of appeal of, or
collateral attack against, such award. Any award or decision by the arbitration
tribunal shall be final, non- appealable and binding upon the parties, and
judgment upon any award may be entered in any court having jurisdiction, or
application may be made to such court for a judicial acceptance of the award
and an order of enforcement, as the case may be.
 Schedule 1 to Aircraft Purchase Agreement

The Aircraft

S-64E HELICOPTER

Main Features S-64 E Helicopter

General Arrangement

Wheeled Landing Gear Type Standard

Dual Engine P & W JFTD12A-4A 4,500 SHP X 2 Standard
Engine Fire Detection System Standard
6 Blade Fully Articulated Main Rotor Head Standard
4 Blade Tail Rotor Head Standard
Fuel Capacity, Main 908 USG Aux 448 USG Standard
Dual Control 2 Pilot Requirement Standard
42,000 1bs Max Gross Weight Standard
20,000 1bs Max External Load Weight Standard
Environmental Control Unit (ECU) Standard
Engine Anti Ice System Standard
3 Axis AFCS Standard
Primary Instrumentation Standard
Rotor Brake Hand Pump Style Standard
Main Wheel Brakes Standard
LH/RH Cockpit Door Bubble Windows Standard
Pulse Lights Standard
Red & White Strobe Tail Lights Standard
Red Nose Strobe Light Standard
Sealed Lead Acid Battery Standard
Auxiliary Power Plant; Electric Start Standard
Cockpit Fans Standard
Fire Extinguisher Hand Held Standard
Crash Axe Standard
Two Color Paint Scheme Standard
Hard Wiring for RADS, RADS Kit Included Standard
Collective Down Lock System Standard
Auxiliary Fuel Tank with Indicator Standard
First Aid Kit Standard

Analog Instrumentation

N1 Indicator (2 ea.) Standard

Fuel Flow Indicator (2 ea.) Standard
EPR Indicator (2 ea.) Standard
MGB Oil Temperature Indicator Standard
Fuel Quantity Indicator (3 ea.) Standard
Torque Indicator (3 ea.) Standard
Triple Tachometer (2 ea.) Standard
Oil Cooler Tachometer Standard
T-5 Indicator (2 ea.) Standard
Hydraulic Pressure Indicator (3 ea.) a Standard
MGB Oil Temperature Indicator Standard
Engine Oil Temperature Indicator (2 ea.) Standard
Load Cell Indicator Standard
Electronic Horizontal-Situation Indicator (EHSI) (2 Standard
ea.)
Magnetic Compass Standard
Altimeter (2 ea.) Standard
Airspeed Indicator (2 ea.) Standard
Vertical Speed Indicator (2 ea.) Standard
Artificial Horizon (1 ea.) Standby Standard
Clock Digital (2 ea.) Standard
OAT Indicator - Digital and Analog (2 ea.) Standard
Hour Meter Standard

Radio Package

6 Position Intercom System, 4 Inside, 2 External Standard

VHF COMM- 118-136.992 MHz (VHF-22) (2ea.) Standard
ATC Transponder (TDR-94/94D Mode S Transponder) Standard
(1 ea.)
Radio Tuning Unit (RTU) (2ea.) Standard
Emergency Locator Transmitter (ELT) 406 MHz Standard
Radar Altimeter Standard
VHF FM Transceiver (Northern Airborne Standard
Technology)(2 ea.)
GPS (Garmin 500) Standard
Cockpit Voice Recorder Standard
AFF Flight Following (Blue Sky) Standard

Construction System

Siren Warning System Standard

Shock & Pendant to include upper hook Included
20,000 lbs Remote Hook (2) Included
Ferry Tanks (1 Set) Included
Bambi Bucket (1) Included

Aircraft Support Equipment

Fall Protection System Standard

Blade Tie Downs Standard
Engine Exhaust and Intake Plugs Standard
Tow Bar Standard
 Exhibit I

Warranty Bill of Sale

For valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, ERICKSON AIR-CRANE INCORPORATED (the “Seller”), owner
of the full legal and beneficial title to the aircraft, engines, equipment and documents
described below (hereinafter referred to as the “Aircraft”):
1. one (1) Erickson S-64E aircraft bearing manufacturer’s serial number 64015;
2. all equipment, accessories and parts belonging to, installed in or appurtenant to
such Aircraft; and
3. the Aircraft Documentation,

does hereby sell, grant, transfer and deliver all its right, title and interest in and to the
Aircraft free and clear of all Encumbrances other than those created or granted by, or
through, Purchaser, to HRT NETHERLANDS, B.V. (the “Purchaser”), under that
certain Aircraft Purchase Agreement dated as of the 1st day of August, 2011 and made
between Seller and Purchaser (the “Sale Agreement”), to have and to hold the Aircraft
forever. The Seller hereby warrants to the Purchaser, and its successors and assigns,
that it is the legal and beneficial owner of the Aircraft and that there is hereby conveyed
to the Purchaser good and marketable title to the Aircraft free and clear of any
Encumbrances other than the Encumbrances granted or created by, or through,
Purchaser.

The terms “Aircraft Documentation” and “Encumbrances” shall have the same
meanings in this Bill of Sale as in the Sale Agreement. The Aircraft is sold AS IS and
WHERE IS and under all the terms and conditions set forth in the Sale Agreement.

Except as stated in Clause 6.1 (Representations and Warranties of the Seller) and
Clause 4.1 (Limited Warranties) of the Sale Agreement and in this Bill of Sale, to the
extent permitted by applicable law, no representations, guarantees or warranties are
given by Seller, express or implied of any kind, arising by law or otherwise.

This Bill of Sale and all matters arising from or connected with it are governed by the
laws of Brazil (excluding the United Nations Convention on Contracts for the
International Sale of Goods), without giving effect to the conflicts of laws principles
thereof.

Executed by duly authorized representatives of Seller and Purchaser this

day of , 2011.

ERICKSON AIR-CRANE HRT NETHERLANDS, B.V.

INCORPORATED

By: By:
Name: Name:
Title: Title:
EXHIBIT 2

COMMERCIAL INVOICE

Erickson Air-Crane Incorporated

5550 SW Macadam Avenue
Portland, OR 97239

To: HRT Netherlands B.V.

Date: , 2011

Re: Invoice for Sale of Erickson model S-64E Helicopter Serial Number 64015

Quantity Description Amount

ONE (1) Erickson model S-64E
S/N: 64015

Purchase Price: [***]

Less Deposit: [***]

Purchase Price
Balance due on close: [***]

[taxes, if any]:

Balance Payable to Seller:

Payable by way of bank wire transfer pursuant to the

attached bank to bank wire transfer directions [***]

ERICKSON AIR-CRANE
INCORPORATED

By:

Name:
 EXHIBIT 3

TECHNICAL ACCEPTANCE LETTER

Date: , 2011

TO: Erickson Air-Crane Incorporated

RE : Completion of Pre-Purchase Inspection

Dear Sir/Madam:

Pursuant to that certain Aircraft Purchase Agreement (the “Agreement”) dated as of the
1st day of August, 2011, by and between HRT Netherlands B.V. (“Purchaser”) and
Erickson Air-Crane Incorporated (“Seller”), pertaining to that certain Erickson S-64E
helicopter bearing manufacturer’s serial number 64015 (the “Aircraft”), this letter
confirms that the Purchaser completed its Inspection (as such term is defined in the
Agreement) of the Aircraft and Aircraft Documents on , 2011 the Aircraft
is satisfactory and is hereby accepted in accordance with the terms of the Agreement.
The following is the accepted description of the Aircraft:

“Aircraft” means that certain Erickson S-64E helicopter bearing manufacturer’s serial
number 64015, as more particular described as follows:

Quantity: ONE (1)

Manufacturer: Erickson
Model: S-64E
Airframe Serial 64015
number:
Year 1994
manufactured:
Engine P&W
Manufacturer:
Engine Model: JFTD12A-4A
Engine # 1: Serial 672490
Number:
Engine # 2: Serial 637125
Number:

Together with a complete set of installed parts, components, accessories, instruments

and avionics and all tools, operating equipment and log books, manuals and related
Aircraft Documents.
Sincerely,

PURCHASER:
HRT NETHERLANDS B.V.

Per:

Name:
Title:
Date:

SELLER ACKNOWLEDGEMENT:
ERICKSON AIR-CRANE
INCORPORATED
Per:

Name:
Title:
Date:
LAMPIRAN