Gulfstream

Gulfstream PRODUCT SUPPORT PROPOSAL Prepared for Presented by Gulfstream GIV Serial Number 1085 JEGE, LLC Mr. Larry Visoski Rusty Cramer Regional Sales Manager, Wish-ea', Aerospace Gultstream Proposal #7040927, ROO 18 December 2017 EFTA00796097 TABLE OF CONTENTS PART I. Workscope Description 3 A. Interior Refurbishment 3 B. Avionics Cabin Electronics 3 C. Mechanical 3 D. Paint 3 PART II. Contingencies and Assumptions of Proposal Offer 4 A. Estimated Leadtime 4 B. Estimated Downtime 4 C. Pricing and Scheduling Terms 4 D. General Contingencies 5 E. Addendum to Proposal and Work Authorization Terms and Conditions 6 PART III. Payment Terms and Remittance Instructions 7 PART IV. Executive Summary and Proposal Acceptance 8 EFTA00796098 lik1 •;11 (n i ID # 7040927, ROO 18 December 2017 Gulfstream GIV Serial Number 1085 JEGE, LLC PART I. Workscope Description A. INTERIOR REFURBISHMENT Not Requested B. AVIONICS / CABIN ELECTRONICS Not Requested C. MECHANICAL 1. Aircraft Maintenance 1.1 CMP Due List - Customer Due List (Labor Only) $32,297 Accomplish Customer Furnished CMP Duelist (Exhibit 1). Notes: • Correction of discrepancies is not included in the quoted price. • Materials / Outside Services will be billed as required. D. PAINT Not Requested Page 3 of 10 This proposal is confidential between Gulfstream and the Customer. MARlseh Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796099 ID # 7040927, ROO 18 December 2017 Gulfstream GIV Serial Number 1085 JEGE, LLC PART II. Contingencies and Assumptions of Proposal Offer Unless expressly stated otherwise in writing, this proposal and the Workscope pricing information included in Part I Workscope, (-Proposer) is based upon the following contingencies and assumptions associated with the activity and work required for the work scope defined in Part I Workscope (-Work-). Additional charges for any Customer-approved Work ultimately performed on Gulfstream GIV aircraft, Serial Number 1085 ("Aircraft"), which is beyond the scope of this Proposal will be billed on a time and materials basis, except as otherwise expressly agreed in writing between the parties. The term Customer shall refer to JEGE, LLC ("Customer) in this Proposal. A. ESTIMATED LEADTIME This Proposal provides for leadtimes. Unlike downtime, which is expressed in working days as discussed below, leadtime is an estimate expressed in calendar days to allow for planning and scheduling of the Aircraft service visit. Leadtimes commence upon Gulfstream's receipt of Customer's signed Proposal and material callout selections. Leadtimes may be addressed by other relevant contingencies set out in this Proposal. It is important to note that if an Aircraft is inducted prior to the running of the estimated leadtime, then a corresponding increase in downtime may occur. B. ESTIMATED DOWNTIME This Proposal provides for downtime. Any downtime estimates included in this Proposal are based upon Gulfstream's general understanding of the time required to accomplish the work outlined in this Proposal. Said understanding is in turn based upon Customer satisfying any leadtime requirements. Estimated downtime may be adjusted depending on the final induction schedule and mutually agreed facility selected for completion of the Work. For the avoidance of doubt, any expression of downtime is only provided as an estimate. This estimate is not a contractual commitment by Gulfstream. Estimated downtime is stated in working days, defined as Monday through Friday, excluding applicable recognized local holidays. If additional Work is required beyond that specifically identified in this Proposal. then the estimated downtime may be extended by Gulfstream. Estimated downtime may increase or decrease depending upon the availability of the mutually agreed facility selected for completion of the Work. C. PRICING AND SCHEDULING TERMS This Proposal is contingent on all Work being accomplished during a single coordinated maintenance visit. The quoted prices contained herein are valid (i) if the Proposal is signed and returned to Gulfstream within ninety (90) days of the date of the Proposal, and (ii) the Work is scheduled to be accomplished at a mutually agreeable facility and time within six (6) months from the date of this Proposal, unless otherwise noted, and within the same calendar year as the date of this Proposal. Gulfstream reserves the right to adjust the pricing in this Proposal if the foregoing conditions are not satisfied. Unless otherwise indicated on the face of this Proposal, any proposal for Work in a Gulf stream US facility is valid for each Gulfstream US facility. Proposals for work at any non-US Gulfstream facilities are specific and binding only as to the facility identified on the Proposal. Overtime: Gulfstream will not charge overtime for the Work required in this Proposal, unless there are (i) Discovered Discrepancies as addressed below, (ii) Changes documented on Work Change Requests (WCRs) as described below, or (iii) Customer requests to accelerate the estimated downtime for any Work. Customer must approve all overtime activity prior to Gulfstream performing and billing for overtime. Discovered Discrepancies: Except as specifically identified in PART I Workscope, this Proposal does not include repairs to the Aircraft resulting from discrepancies in the Aircraft (including without limitation corrosion) discovered during the performance of the agreed Workscope. All discovered discrepancies will be corrected upon request at additional charge and with additional downtime. This process is further described in the Changes (VCRs") paragraph. Page 4 of 10 This proposal is confidential between Gulfstream and the Customer. MAR.seb Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796100 ;I lir.‘111';IIII ID # 7040927, ROO 18 December 2017 Gulfstream GIV Serial Number 1085 JEGE, LLC PART II. Contingencies and Assumptions of Proposal Offer (Continued) C. PRICING AND SCHEDULING TERMS (Continued) Changes ("WCRs"): This Proposal is subject to further financial and schedule modification, which will be documented on work change requests ("WCRs-) presented to the Customer for approval, if any of the following occurs: • Subsequent to the date of this Proposal, a relevant aviation regulatory authority or OEM (including Gulfstream) publishes any change in relevant technical documentation which affects the Workscope. • Additional billable work, which is not specifically delineated in the Workscope, is required to perform the quoted Workscope. This additional work may include by way of example relocation of existing aircraft equipment, beyond that already defined in the Workscope, due to space limitations. Consumables: There will be a 4.0% charge for consumables, to a maximum of $5,000, on all work orders containing labor revenue charges. This charge will be calculated based on the total labor revenue man-hours invoiced on the work order. Only invoices defined as 'Road Trip Invoice" will be exempt from this charge. CFE, Drop Shipments and Handling Fees: Customer furnished parts or equipment ('CFE") and drop shipments made by the Customer to Gulf stream will be subject to a handling fee of 15% based on current manufacturer list price of the part or item furnished. The handling fee will not apply to parts originally purchased from Gulfstream. Proof of purchase from Gulfstream must be shown to waive the handling fee. Third Party Vendors: Any estimates given for vendor parts, materials, or services provided to Gulfstream by outside vendors, whether for repair, calibration, overhaul, exchange or the like, are subject to adjustment based upon the actual charges billed to Gulf stream by such outside entity. Excluded fees, taxes, etc.: All prices stated herein are exclusive of freight, fuel, flight costs, environmental fees, and/or any applicable taxes. Exchange Services — Retention of Removed Equipment: Any parts exchanged as part of the Workscope, and related price adjustments will be governed by Gulfstream's then current parts exchange program. Except as specifically identified in PART I Workscope, equipment removed as part of the Workscope will become the property of Gulfstream. PlaneParts©: Except as specifically identified in a PART I Workscope. this Proposal does not take into account any parts r ovided under Gulfstream's PlaneParts© program. To enroll or learn more about the PlaneParts() program please visit D. GENERAL CONTINGENCIES Requirement for Customer Furnished Records: This Proposal is based upon the Aircraft being in the configuration, and containing the equipment, as indicated in Gulfstream CMP records and any records supplied by Customer to support this Proposal. This Proposal is also contingent upon the Customer supplying, upon induction or within leadtimes, all avionic, electrical, system, interior or structural drawings, diagrams, analysis and records, which accurately represent the current condition of the aircraft ("Customer Records"), as approved by the relevant aviation authority, and which are required by Gulfstream to conduct the Work. Any changes which are required to be made by Gulfstream to the Customer Records, or due to the inadequacy of the Customer Records, in connection with the Work, will be subject to additional charges. These additional charges will be documented pursuant to the Changes ("WCRs") clause and subject to Customer approval. Page 5 of 10 This proposal is confidential between Gulfstream and the Customer. MAR sob Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796101 1 ;1 Ilf.`Ni IN'al G TNT ID # 7040927, ROO 18 December 2017 Gulfstream GIV Serial Number 1085 JEGE, LLC PART II. Contingencies and Assumptions of Proposal Offer (Continued) D. GENERAL CONTINGENCIES: (Continued) General Exceptions: Except as specifically identified in PART I Workscope: • Aircraft Preservation: This Proposal does not include any preservation tasks related to the Aircraft, its engines or systems. Customer is responsible for making certain that all specific preservation tasks related to the Aircraft, its engines or systems, which are required or may become required while the Aircraft is at Gulfstream's facility for the Workscope. are identified on the Work Order. • Certification Basis: All Work to be accomplished by Gulfstream under the Workscope, assumes the Aircraft is operated in compliance with FAR Part 91 or the equivalent not-for hire operating rules of the relevant aviation authority. • Non-standard Equipment: Gulfstream is not responsible for vendor to vendor incompatibilities which may be discovered during the course of the installation. • Manuals — Modifications: Changes to the Aircraft's Completion Center Maintenance Handbook (CCMH) or Cabin Operating Manual (COM) are not included as part of this Proposal. Should a modified CCMH or COM be requested by the Customer, it may be provided at additional charge. Any changes to the Aircraft's Minimum Equipment List ("MEL") are the Customer's responsibility and are not included herein. • Access, Closure, Removal and Replacement: Access and closure, removal and replacement required to perform the Workscope are not included as a part of this Proposal. Touch-Up Paint: For aircraft with standard Gulfstream paint schemes (one (1) base color and two (2) stripes), the sealing and touch-up (by brush) of panels is included in the Workscope. Aircraft with non-standard paint schemes will be subject to an additional charge for the additional time required to complete the paint touch-up. Unused Wiring: Any existing wiring or tubing made obsolete by the Work will be capped and stowed. Wiring or tubing removal, if requested by the Customer, will be at additional charge. Termination after acceptance of Proposal: Unless the Customer has specifically directed otherwise, once the Proposal is signed and returned to Gulf stream, and prior to the Workscope being scheduled in accordance with Section C Pricing and Scheduling Terms, this Proposal shall be binding upon Gulfstream as to the prices set forth herein. All preliminary engineering materials and components ordered to support the Workscope, any labor expended, any restock charges incurred, and any other direct costs supporting the Workscope are chargeable to the Customer if the proposed Workscope is thereafter canceled by the Customer. If materials or components cannot be returned to their respective vendor(s), Customer will be billed in full for these items. In such case, the materials and components become the property of the Customer. If the Work is rescheduled for a later arrival, these charges will be applied to the rescheduled visit, as appropriate. Confidentiality: This Proposal and any related documents are strictly confidential between Gulfstream and Customer and will not, without the prior written consent of the other party, be disclosed by either party, in whole or in part, to any third party except to such party's accountants, lawyers, and bankers, and Gulfstream's suppliers, provided such third parties agree to confidentiality as may be necessary for either party to carry out its obligations or enforce its rights pursuant to this Proposal. E. ADDENDUM TO PROPOSAL AND WORK AUTHORIZATION TERMS AND CONDITIONS Not Applicable Page 6 of 10 This proposal is confidential between Gulfstream and the Customer. MAR soh Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796102 ;t it ex nl ID # 7040927, ROO 18 December 2017 Gulfstream GIV Serial Number 1085 JEGE, LLC PART III. Payment Terms and Remittance Instructions For customers with available credit, and except as set forth below, payment terms are net 30 days from date of invoice. Unless otherwise agreed in writing, for Work estimated to exceed One Hundred Thousand Dollars ($100,000.00) but less than Three Million Dollars ($3.000.000). Customer agrees to make progress payments on the following schedule: 50% of the estimated amount prior to commencement of Work on the Aircraft, and final payment of the remaining 50% 30 days from the date of final invoice. For Work estimated to exceed Three Million Dollars ($3.000,000), Customer agrees to make progress payments on the following schedule: 30% of the estimated amount prior to commencement of Work on the Aircraft, 30% at the midpoint of the Work as reasonably established by Gulfstream, 30% 30 days prior to the date of projected delivery as reasonably established by Gulfstream. Additional deposits may be required for long-lead or special purchased parts, which are not refundable, should the visit be cancelled or work scope changed to eliminate those items. Additional deposits may also be requested if there is a significant amount of growth in the scope of the Work, including significant material costs. If any portion of an invoice is disputed. then Customer shall nevertheless pay all undisputed amounts per this schedule. In any and all cases. Gulfstream shall not be required to release Customer's Aircraft to depart if Customer's total outstanding balance owed to the Gulfstream Parties exceeds the lesser of One Hundred Fifty Thousand ($150.000.00) or Customer's available credit limit. All sums past due bear interest at the lesser of 1.5% per month, or the maximum rate allowable by law, plus reimbursement for attorney fees and other costs of collection. For customers without available credit, including those without open credit terms (cash in advance, cash on delivery. etc.), as additional items are added to the Work, additional progress payments may be required to continue Work on the Aircraft and all remaining outstanding balances must be paid prior to Aircraft departure. See the Work Authorization terms and conditions for further details on payment terms. Notwithstanding the foregoing, if Gulfstream has been requested to perform Aircraft/Records and Condition Survey and/or other inspections associated with the Customer's due-diligence or appraisal inspection prior to closing of an aircraft sales transaction (together referred to as the "Pre-buy Survey") the following payment terms apply: Payment of fees and costs incurred for the Pre-Buy Survey are payable in advance of the inspection and/or any related activity being performed. Acceptable methods of payment related to the Pre-Buy Survey and supporting aircraft sales transactions include payment via wire transfer/ACH, certified check and Gulfstream accepted credit card. All costs incurred in remediation of discrepancies documented during the Pre-Buy Survey or required in conjunction with the supporting aircraft sales transaction are due immediately upon completion of the Pre-Buy Survey and all associated Work and prior to the departure of the aircraft. This Section III applies to all Customers. including those who have available credit. Prior to conducting any Pre-Buy Survey activities, the owner of the Aircraft subject to the activities must acknowledge its approval for the activities to occur, and its acceptance of the Pre-Buy Survey Work Authorization Addendum and hold harmless agreement and the payment terms above. Notwithstanding the Pre-Buy Survey payment terms above, Gulfstream maintains its right to assert a lien against the aircraft for any unpaid services to extent provided by applicable law. Remittance can be made to the following: CHECKS: aOstream Aerospace Corporation Box 730349 14800 Frye Road Ft. Worth. TX 76155 (Overnight) Gulfstream Aerospace Corporation (Box #730349 c/o JP Morgan Chase Bank. NA Dallas. TX 75373-0349 Attn: Dallas National Wholesale Lockbox TX1-0029 WIRE TRANSFERS: Gulfstream Aerospace Corporation JP Morgan Chase Bank, NA 1 Bank One Plaza Chicago. IL 60670 Account No. 10-15825 Reference your Five (5) Digit Customer Number (XX-XXX) BANK IDENTIFIERS Fedwire Routing No. (ABA) 021 000 021 S.W.I.F.T CHASUS33 ACH Credit Routing No. (ABA) 071 000 013 Note: Please reference the Quote ID Number and one of the following (as applicable): • Invoice Number • Sales Order Number • Job or Work Order Number • Aircraft Serial or Registration Number • Customer Account Number Page 7 of 10 This proposal is confidential between Gulfstream and the Customer. MAR..seh Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796103 i it n•al it ( / ID # 7040927, R00 18 December 2017 Gulfstream CV Serial Number 1085 AGE, LLC PART IV. Executive Summary and Proposal Acceptance Please select items in Accept/Decline columns. Once an item is accepted, the amount will auto populate the total. (Please note that quoted dollars and downtime may vary based on concurrent work with accepted/declined items.) A. INTERIOR B. AVIONICS CABIN ELECTRONICS C. MECHANICAL 1. Aircraft Maintenance 1.1 k CMP Due List - Customer Due List (USD) Accept Decline D. PAINT $32,297 QUOTED WORKSCOPE TOTAL BASED ON CUSTOMER ACCEPTED ITEMS 'Default value is set to SO until Customer selections have been made above. $0 Estimates based on Quoted Workscope Materials:Outside Services for CMP Inspection Package(s)' $1,000 i The estimated amount includes items marked with an "X" on the attached CMP Exhibit(s). The estimates are for planning purposes only and are subject to pricing and availability at the time of aircraft induction. Schedule Planning Estimated Days Estimated Leadtime' 3 Calendar Days 'This Proposal provides for leadtimes. Unlike downtime, which is expressed in working days as discussed below, leadtime is an estimate expressed in calendar days to allow for planning and scheduling of the Aircraft service visit. Leadtimes commence upon Gulfstream's receipt of Customer's signed Proposal and material callout selections. Leadtimes may be addressed by other relevant contingencies set out in this Proposal. It is important to note that if an Aircraft is inducted prior to the running of the estimated leadtime, then a corresponding increase in downtime may occur. Estimated Downtime2 5 Working Days 2The above downtime estimate is based upon Gulfstream's general understanding of the time required to accomplish the work outlined in this Proposal. Said understanding is in turn based upon Customer satisfying any leadtime requirements. Estimated downtime may be adjusted depending on the final induction schedule and mutually agreed facility selected for completion of the Work. For the avoidance of doubt. any expression of downtime is only provided as an estimate. This estimate is not a contractual commitment by Gulfstream. Estimated downtime is stated in working days, defined as Monday through Friday. excluding applicable recognized local holidays. If additional Work is required beyond that specifically identified in this Proposal. then the estimated downtime may be extended by Gulfstream. Estimated downtime may increase or decrease depending upon the availability of the mutually agreed facility selected for completion of the Work. Page 8 of 10 This proposal is confidential between Gulfstream and the Customer. MARIseh Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796104 Giv ID # 7040927. ROO 18 December 2017 Gulfstream Gar Serial Number 1085 JEGE, LLC PART IV. Executive Summary and Proposal Acceptance (Continued) Gulfstream Savannah 500 Gulfstream Road Savannah, Georgia 31408 Main Phone: +1-912-965-3000 Note: Changes to facility input may affect downtime. Please contact your Regional Sales Manager. Quote Validity Pricing contained in this proposal is valid for 90 days from the date of this proposal. For further details/definition, see Part II Section C or click her Skin Quoted amounts have been adjusted for a 2018 aircraft input based on historical escalation of materials, labor and certification cost(s). Quoted prices are only valid on items within the proposal that are signed for and retumed to Gulfstream within ninety (90) days of the proposal date. Page 9 of 10 This proposal is confidential between Gulfstream and the Customer. MARIseh Return to Table of Contents GAO Rev. September 27. 2017 EFTA00796105 ( TAT ID # 7040927, R00 18 December 2017 Gulfstream GIV Serial Number 1085 JEGE, LLC PART IV. Executive Summary and Proposal Acceptance (Continued) Upon acceptance of this Proposal, the prices and quotes stated herein (subject to all contingencies or other stated assumptions) constitute a formal Fixed Price Quote, which is included in Gulfstream's standard Work Authorization Agreement Terms and Conditions. Your acceptance of all or any portion of this Proposal confirms your acknowledgement that you have read and express agreement to be bound by these terms. This Proposal expressly incorporates by reference and is subject to Gulfstream's standard Work Authorization Agreement Terms and Conditions which are attached hereto as ATTACHMENT A. The Work Authorization, which will include a Work Order which details all items of Work to be accomplished during the service visit, including those items selected and documented by Customer from this Proposal, will constitute the agreement between the parties and will supersede this Proposal when executed by both parties. The Work Authorization will be signed at the Aircraft's induction into the agreed Gulfstream Service Center. IN WITNESS WHEREOF, the parties have caused this Proposal to be executed by their duly authorized representatives. Copies of a fully executed agreement. emailed between the parties will be effective as an original signed agreement. JEGE. LLC ("Customer-) aV-Ann-- By: By: GULFSTREAM AEROSPACE CORPORATION ("Gulfstream") Name: Name: Rusty Cramer Title: Title: Regional Sales Manager, Product Support Sales Date: Date: 18 December 2017 Please complete and return all pages of PART IV via fax (+1-912-963-0248) or email Page 10 of 10 This proposal is confidential between Gulfstream and the Customer. MAP:Isiah Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796106 WORK AUTHORIZATION AGREEMENT TERMS AND CONDITIONS 1. AGREEMENT. This Work Authorization Agreement, including documents incorporated by reference, (the "Agreement") identifies the services and materials (the "Work") to be provided by Gulfstream, its employees, agents. representatives, and contractors, (collectively "Gulfstream") to the aircraft identified on the first page of this Agreement (the "Aircraft") plus the associated terms and conditions of the Agreement. "Customer" means collectively the customer identified on the first page hereof, and all owners, operators. lessors, lessees and insurers of the Aircraft. "Gulfstream Parties" means Gulfstream. General Dynamics Corporation and each of their affiliates, including without limitation the Jet Aviation companies ("Jet Aviation"), and all such entities' employees, agents, representatives and contractors. This Agreement is the parties' entire agreement concerning the Work and replaces prior verbal or written agreements with respect thereto. This Agreement's terms and conditions (but excluding changes in the scope of the Work and overtime authorizations) may not be altered except by a writing that expressly references this Agreement and is signed by authorized representatives of both parties. 2. WORK CHANGES. Customer authorizes Gulfstream to expend labor and materials reasonably appropriate to the mutually agreed Work. Work changes (including requests for overtime) require mutual agreement of the parties. Customer's oral changes increasing the scope of the Work or approving overtime are binding (unless otherwise provided by law). Customer payment of the invoice for any additional Work item is customer acknowledgement that the additional item was mutually agreed upon as part of the Work. 3. PRICING. Except as otherwise specifically agreed between the parties in writing, all Work (including engineering services) performed under this Agreement is on a TIME AND MATERIALS BASIS unless expressly subject to a formal fixed-price quote signed by both Gulfstream and Customer. ESTIMATES OF EXPECTED HOURS/MATERIAL COSTS ARE NOT QUOTES AND ARE BILLED SOLELY ON A TIME AND MATERIALS BASIS. For time and materials Work: (a) labor (including engineering services) is billed according to the rates set forth in the Gulfstream Aircraft Services Rate Letter in effect as of the date the Work is performed: and (b) materials are billed according to Gulfstream's standard prices in effect on the date the material is used. Any incremental charge under Gulfstream's Component Exchanged Program will be billed by supplementary invoke. 4. PAYMENT TERMS. For customers with available credit, and except as set forth below, payment terms are net 30 days from date of invoice. Unless otherwise agreed in writing, for Work estimated to exceed One Hundred Thousand Dollars ($100.000.00) but less than Three Million Dollars ($3,000,000). Customer agrees to make progress payments on the following schedule: 50% of the estimated amount prior to commencement of Work on the Aircraft, and final payment of the remaining 50% 30 days from the date of final invoke. For Work estimated to exceed Three Million Dollars ($3,000,000), Customer agrees to make progress payments on the following schedule: 30% of the estimated amount prior to commencement of Work on the Aircraft, 30% at the midpoint of the Work as reasonably established by Gulfstream. 30% 30 days prior to the date of projected delivery as reasonably established by Gulfstream. Additional deposits may be required for long-lead or special purchased parts, which are not refundable, should the visit be cancelled or work scope changed to eliminate those items. Additional deposits may also be requested if there is a significant amount of growth in the scope of the Work, including significant material costs. If any portion of an invoke is disputed. then Customer shall nevertheless pay all undisputed amounts per this schedule. In any and all cases. Gulfstream shall not be required to release Customer's Aircraft to depart if Customer's total outstanding balance owed to the Gulfstream Parties exceeds the lesser of One Hundred Fifty Thousand ($150,000.00) or Customer's available credit limit. All sums past due bear interest at the lesser of 1.5% per month, or the maximum rate allowable by law, plus reimbursement for attorney fees and other costs of collection. For customers without available credit, including those without open credit terms (cash in advance, cash on delivery, etc.), as additional items are added to the Work, additional progress payments may be required to continue Work on the Aircraft and all remaining outstanding balances must be paid prior to Aircraft departure. 5. TAXES. Customer is responsible for all Federal. State. local and foreign taxes, fees, levies, penalties. excises. charges, surcharges, import and export charges and other duties and tariffs ("Taxes") applicable to the Work performed hereunder. the materials used or transportation (other than taxes on income of Gulfstream) and Customer shall indemnify and hold Gulfstream harmless with respect thereto. 5.1 Any and all payments by the Customer under the terms of this Agreement shall be exclusive of any Taxes. Customer shall bear, and shall indemnify Gulfstream for any such Taxes in the event they are or become due at any time in accordance with the applicable laws and regulations. Should customer be required by applicable law to withhold or deduct any Taxes from such payments. then the sum payable shall be increased as necessary so that after making all required deductions. Gulfstream receives an amount equal to the sum it would have received had no such deductions been made. Rev. 7-19-17 1 of 4 EFTA00796107 6. WARRANTY. 6.1 GENERAL. Gulfstream warrants that the Work conforms to the pertinent specifications prescribed by the applicable aircraft/component manufacturer, and that any components or other items supplied hereunder (but excluding Customer- furnished items) are free from defects in material and workmanship. This warranty extends to defects discovered within twelve (12) months, or one thousand (1.000) flight hours, whichever comes first, after completion of the Work; except that the warranty period for any Work performed as warranty work is equal to the pre-existing unexpired warranty period. Pans qualifying for the "Exclusive Gulfstream Parts Warranty Extension- Program, or other extended published Gulfstream warranty programs, if any, are entitled to an extended warranty period pursuant to the terms of such programs as they exist on the date this Agreement is executed. To the extent that any Work is being performed as warranty work under a service center warranty originally extended by a Gulfstream Party to a prior owner or operator of the Aircraft, then this Agreement shall constitute an assignment of such original warranty to Customer except that the terms and conditions thereof shall be those in this Agreement (including Sections 7, 8 and all other disclaimers and limitations in this Agreement). 6.2 REMEDY. Gulfstream's sole obligation for breach of warranty for Work other than inspection activities, and Customer's sole remedy, is limited to the repair. replacement or correction (at Gulfstream's reasonable discretion) of the defective Work. All parts and labor required for disassembly. removal, installation and reassembly of the defective item are Gulfstream's expense, but only if the Work is performed at a Gulfstream or Jet Aviation facility authorized to work on the applicable aircraft model. Gulfstream is not responsible for any costs or expenses associated with transporting the Aircraft or warranted items to any repair facility. Gulfstream's sole obligation for negligent or otherwise defective inspection activities, including any damage to an Aircraft that results from any alleged negligent inspection, and Customer's sole remedy, is limited to refund of any payments made by Customer for that portion of such inspection that was defective. 63 ADDITIONAL REMEDY FOR COLLATERAL AIRCRAFT DAMAGE. 63.1 In addition to the warranty remedy provided in Section 6.2, but subject to Section 6.3.2 below, if any defective Work, negligence or willful misconduct of a Gulfstream Party related to performance of this Agreement causes damage to the Aircraft within the warranty period set out in Section 6.1. then as Customer's sole remedy Gulfstream will repair at no charge (as further described below) any such Aircraft damage that is directly and immediately caused by a Gulfstream Party. Such repairs will be accomplished at a Gulfstream or Jet Aviation facility authorized to work on the aircraft model. and on the same terms and conditions hereof (excluding payment obligations) using methods selected by Gulfstream in its reasonable discretion; provided, however, if Gulfstream reasonably deems the Aircraft to be damaged beyond economical repair, then the sole remedy is for Gulfstream to pay Customer the Aircraft's pre-damage fair market value and for Gulfstream to receive clear title thereto. 63.2 Notwithstanding anything else in this Agreement, Gulfstream's remedy obligations under this Agreement shall not include Aircraft damage that either (a) allegedly is caused by a negligent inspection where the damage occurs after completion of the Work or (b) is caused by a Flight Operations Accident (as defined below) even if such accident is allegedly caused by a Gulfstream Party (including negligence of a Gulfstream employed flight crew member on the Aircraft). "Flight Operations Accident" means an accident or incident occurring between ramp movement for flight through takeoff, flight, landing, taxi and parking in which the Aircraft suffers damage from contact with the earth or other objects. 6.4 TERMINATION OF WARRANTY. The warranties and Gulfstream's obligations for the repair of Aircraft Damage set forth above in Section 6 are void if either the Aircraft or warranted item have been subjected to maintenance, overhaul, installation, storage, operation, or use which is improper or not in accordance with the aircraft/component manufacturer's instructions (including failure to comply with approved operating and maintenance manuals. instructions or bulletins, or customary maintenance or ainnanship practices). or to any accident or casualty that proximately causes or contributes to the failure or substandard performance of the warranted item or further damage to the Aircraft. 6.5 CUSTOMER'S OBLIGATIONS. Gulfstream's warranty obligations hereunder are expressly conditioned upon compliance with all of the following: Customer must provide Gulfstream with written notice within 60 days after the defect becomes apparent; Customer must return or otherwise dispose of the item at issue as directed by Gulfstream within 30 days after receipt of Gulfstream's instructions; and Customer shall maintain and make available to Gulfstream all records (including FDR, CVR and other aircraft recorded data) reasonably related to the maintenance, use and condition of the item at issue. Rev. 7-19-17 2 of 4 EFTA00796108 7. DISCLAIMERS. THE EXPRESS WARRANTIES IN SECTION 6 OF THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES (EXCEPT FOR THE WARRANTY OF TITLE) AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS (INCLUDING FITNESS FOR A PARTICULAR PURPOSE) (COLLECTIVELY "EXCLUDED WARRANTIES"). Except as expressly set forth in this Agreement. Customer, on behalf of itself and all owners, operators, lessors, lessees, and insurers of the Aircraft, hereby waives and releases all rights, claims, and remedies (through subrogation or otherwise) with respect to any and all Excluded Warranties, duties, obligations, and liabilities in tort or contract arising by law or otherwise from this Agreement or the Work, including: (1) liability for a Gulfstream Party's own negligence or (2) strict liability or product liability. For the avoidance of doubt, this Section 7 does not modify the rights and obligations of Gulfstream and Customer (or owner of Aircraft if different from Customer), as expressly stated in any Gulfstream Aircraft Warranty Agreement between the parties. 8. EXCLUSION OF ALL OTHER DAMAGES. Notwithstanding anything else in this Agreement, the Gulfstream Parties shall not be liable for punitive, special. incidental or consequential damages that arise from or relate in any way to this Agreement, or the Aircraft's presence at a Gulfstream Party's facility as a result of this Agreement. whether arising out of contract, wananty, tort or by statute or otherwise. Such excluded damages include damages for loss of use, loss of time, inconvenience, diminution in value or commercial loss. THE EXCLUSION OF SUCH DAMAGES AS SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SHALL BE DEEMED INDEPENDENT OF ALL WARRANTIES, AND OTHER PROVISIONS OF THIS AGREEMENT, AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY UNDER THE TERMS OF THIS AGREEMENT. 9. INCIDENTAL CUSTOMER PROPERTY. Gulfstream assumes no responsibility or liability for any Incidental Customer Property brought or delivered to Gulfstream's premises by Customer, whether on the Aircraft or otherwise. "Incidental Customer Property" is any item associated with the Aircraft, its crew, representatives of the Customer, or its passengers, that is not a part of the certified Aircraft or directly related to its operation. such as loose aircraft or cabin equipment, typical catering supplies, or the like. Gulfstream reserves the right to decline to store any Incidental Customer Property on its premises which it deems, in its sole discretion, inappropriate or dangerous. The Customer is responsible for importing or exporting of Incidental Customer Property into or out of the boundaries of any nation and must adhere to all applicable import or export control laws and regulations, including without limitation Export Administration Regulations ("EAR") and International Traffic in Arms Regulations ("ITAR") for entries into and out of the United States. The Customer hereby agrees to defend, indemnify, and hold Gulfstream harmless from any and all claims made against Gulfstream arising out of Incidental Customer Property brought or delivered to Gulfstream's facilities, including losses incurred because of damage or theft, improper shipping or receiving, together with any criminal or civil penalties or other duties, imposts, taxes, liens or other obligation imposed by any governmental entity resulting from the presence of Incidental Customer Property on Gulfstream's facilities. 10. LIABILITY TO THIRD PARTIES. The limitations of liability in these terms and conditions will not be interpreted to affect in any way a Gulfstream Party's obligations, if any, for third party personal injury, wrongful death or property damage other than the Aircraft or its contents. 11. NO BAILMENT. No bailment is created by this Agreement, and Gulfstream shall not act as insurer of the Aircraft or any Incidental Customer Property while the Aircraft or Incidental Customer Property is present at Gulfstream's facility or otherwise in Gulfstream's custody or control. 12. NO DELAY PENALTY. Gulfstream will use reasonable efforts to complete the Work in a timely manner. Reasonable efforts does not include overtime unless the Customer agrees to bear overtime charges. Notwithstanding such obligation, Gulfstream shall not under any circumstances be liable for damages, late delivery penalty. fee or the like should it fail to perform the Work within any period of time specified by the Parties. 13. ACCEPTANCE OF DELIVERY. Gulfstream will tender the Aircraft to Customer for delivery at the facility where the Work was performed, unless otherwise agreed in writing. Customer shall promptly inspect the Work, and, upon correction or Customer approved deferral of any discrepancies in such Work. Customer shall accept the Aircraft. 14. TITLE. Title to all materials installed in the Aircraft under this Agreement does not pass until acceptance and payment of the Work by Customer, through delivery of the Aircraft or as otherwise mutually agreed in writing. Rev. 7-19-17 3 of 4 EFTA00796109 15. EXCESS STORAGE CHARGE. Unless otherwise agreed between the parties in writing, should Customer's Aircraft remain at Gulfstream's facility following completion of the Work for more than five (5) days, for whatever reason (including a failure to pay for the Work performed), Gulfstream is authorized by Customer to charge the prevailing rate for day storage of aircraft as then charged by Fixed Base Operators for aircraft of similar size on the airport where the Aircraft is stored (but not less than $200.00 per day). Unless otherwise expressly agreed in writing as part of this Agreement, Gulfstream is under no obligation to provide any maintenance services whatsoever to the Aircraft while being stored under this provision and any dilapidation of the Aircraft during such storage period shall be Customer's sole responsibility. 16. SAFETY AND SECURITY. Customer's employees, agents. subcontractors and representatives shall abide by all applicable Gulfstream policies, procedures and safety protocols when present on Gulfstream's premises. 17. INDEMNITY BY CUSTOMER ENTERING GULFSTREAM'S PREMISES FOR PERSONAL INJURY AND DAMAGE TO OTHER PROPERTY. Customer assumes the risk of and agrees to indemnify and hold harmless the Gulfstream Parties from and against any and all liability, damage, loss, cost and expense, including attorney's fees, on account of any claim, suit or action made or brought against a Gulfstream Party (including claims brought against a Gulfstream Party because of a Gulfstream Party's own negligence) for the death of or injury to employees, agents. representatives and subcontractors of Customer, or damage or destruction of property of Customer, its employees, agents, representatives or subcontractors. (other than damage or destruction of the Aircraft upon which Work is performed. which is addressed elsewhere under this Agreement) sustained arising from or related to Customer's presence on the Gulfstream Party's facilities (including its hangars and ramps but excluding a Gulfstream Party's customer lobby and customer briefing rooms) during the course of the Agreement, except for the willful misconduct of a Gulfstream Party or its employees acting within the scope of their employment. 18. ARBITRATION. Any controversy or claim arising out of either this Agreement or Customer's service visit to Gulfstream shall be governed by the laws of the State of Georgia, without regard for rules concerning conflicts of law, and settled by one (I) arbitrator (except if the claim is in excess of Two Million Dollars ($2,000,000.00), then by three (3) neutral arbitrators) under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in the City where the work hereunder was performed and shall be confidential. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within I 5 days after the commencement of arbitration, each party shall select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within 15 days of their appointment to act as the chair of the arbitration panel. If the arbitrators selected by the parties are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American AAA. In arbitration with a single arbitrator, the parties shall use their best efforts to agree upon an arbitrator(s) within thirty (30) days after service of the claim, and if agreement is not reached by such date then either party may request the AAA to appoint an arbitrator(s) in accordance with its rules. The United Nations. Convention on Contracts for the International Sale of Goods (frequently referred to as the "UNCISG") shall not apply. 19. MISCELLANEOUS. If any provision of this Agreement is held invalid under applicable law, such provision will be ineffective only to the extent of such invalidity without invalidating the remainder of this Agreement. If there is any conflict between these terms and conditions hereof and any document incorporated herein by reference, then these terms and conditions shall control unless such document expressly states the contrary. The words -include," "including" and variations thereof are not terms of limitation and shall be deemed followed by "without limitation." Exports or re-exports of commodities, technology and software provided as part of the Work are subject to the U.S. Export Administration Regulations and diversion contrary to U.S. law is prohibited. Customer shall comply with all applicable U.S. export laws and regulations. The failure of any of the parties to exercise any right under this Agreement shall not be construed as a waiver or relinquishment for the future enforcement of such right at any time 20. AUTHORIZATION OF AIRCRAFT OWNER/LESSOR/LESSEE. The person signing this Agreement on behalf of Customer represents, warrants and affirms that he is an AUTHORIZED AGENT OF THE AIRCRAFT OWNER(S), and, if applicable, lessor(s) and/or lessee(s) with full authority to enter into this Agreement and bind such owner(s), lessor(s), or lessee(s), with respect to all Work contemplated herein and on behalf of himself and his employer agrees to indemnify Gulfstream for all losses arising from any breach of this representation and warranty. Customer Acknowledgement: By: Name: Title: Rev. 7-19-17 4 of 4 EFTA00796110 IDN 7040927 Customer Furnished CMP Duelist (Exhibit 1) Mandatory Code Related Code Code Deseriotiog Included in Material Estimate 212077 Air Conditioning Shutoff Valve Filter (Left) - Inspection 212061 Air Conditioning Shut-on Valve Filter (Left) - Removal / Installation 212078 Air Conditioning Shutoff Valve Filter (Right) - Inspection 212062 Air Conditioning Shut-off Valve Filter (Right) - Removal / Installation 212115 Nose Compartment Cooling System - Operational Test 213053 Cabin Pressure Warning Indication System - Functional Test 213081 Pressurization Safety Valve - Inspection 213080 Cabin Pressurization Safely Valve - Removal / Installation 213083 Pressurization Safety Valve - Ground Test 213052 Cabin Pressure Warning Switch - Removal/ Installation 213085 Pressurization System - Operational Test 215005 Air Conditioning System - Operational Test 213090 Cabin Pressure Controller (Manual Mode) - Operational Test 216097 Air Cycle Machine Compressor Outlet Overheat Switch (Left) -Trip Point Cheek 216095 Air Cycle Machine Compressor Outlet Overheat Switch (Left) - Removal / Installation 216098 Air Cycle Machine Compressor Outlet Overheat Switch Right) - Trip Point Cheek 216096 Air Cycle Machine Compressor Outlet Overheat Switch (Right) - Removal / Installation 236010 Static Discharger Wick (Left Wing) - Resistance Check 236011 Static Discharger Wick (Right Wing) - Resistance Check 236014 Static Discharger Wick (Left Horizontal Stabilizer) - Resistance Check 236015 Static Discharger Wick (Right Horizontal Stabilizer) - Resistance Check 236016 Static Discharger Wick (Vertical Stabilizer) - Resistance Check 236020 Static Discharger Wick (Tail Cone) - Resistance Check 243030 Auxiliary TRU - Inspection / Cleaning 243189 Battery Circulating Fan - Operational Test 251125 Crew Seat Inertia Reels - Operational Test 261035 Engine Alternator Overheat Switch (Left) - Trip Point Cheek 261025 Engine Alternator Overheat Switch (Left) - Removal / Installation 261036 Engine Alternator Overheat Switch (Right) - Trip Point Cheek 261030 Engine Alternator Overheat Switch (Right) - Removal / Installation 261065 Combined Hydraulic System Overheat Switch-Trip Point Check 261055 Combined Hydraulic System Overheat Switch - Removal/ Installation 261066 Flight Hydraulic System Overheat Switch -Trip Point Check 261060 Flight Hydraulic System Overheat Switch - Removal/ Installation 261235 Bleed Air Manifold Overheat Switch (Left) - Trip Point Check 261225 Bleed Air Manifold Overheat Switch (Left) - Removal/ Installation 261236 Bleed Air Manifold Overheat Switch (Right) -Trip Point Check 261230 Bleed Air Manifold Overheat Switch (Right) - Removal / Installation 261440 APU Overheat Switch - Trip Point Check 261415 APU Fire Detection Switch (Top) - Removal /Installation 261420 APU Fire Detection Switch (Bottom) - Removal / Installation 261425 APU Fire Detection Switch (Above Alternator) - Removal / Installation 261430 APU Fire Detection Switch (Air Inlet) - Removal! Installation 262155 Fire Pull Handle - Operational Test 262185 Fire Extinguisher System (Lett) - Functional Test 262166 Fire Extinguisher System (Right) - Functional Test 262170 Fire Extinguisher System (APU) - Functional Test 270006 Shutoff Valve, Flight Control Manual - Operational Test 276001 Ground Spoiler System - Operational Test 276004 Ground Spoiler Fault Detection System - Functional Test 282073 APU Wing Fuel Shut-off Valve - Functional Test 301005 Wing Anti-Ice (Left) - Operational Test 301006 Wing Anti-Ice (Right) - Operational Test 302005 Cowl Anti-Ice (Left Engine) - Operational Test 302006 Cowl Anti-lee (Right Engine) - Operational Test 303009 Total Temperature Probe Heat System - Operational Test 303012 Angle of Attack Heat - Operational Test 324101 Wheel Brake - Functional Test (Brake-by-wire) 341052 Total Air Temperature Probe Aspirator • Operational Test 346031 FMS Navigation Computer No. 1 - Battery Pack Replacement X 346015 FMS Navigation Computer No. 1 - Removal / Installation 346019 FMS No. 1 NDB - Update 349800 Flight Management System No. 1 - Operational Check 346032 FMS Navigation Computer No. 2 - Battery Pack Replacement X 346016 FMS Navigation Computer No. 2 - Removal / Installation 346020 FMS No. 2 NDB . Update 346033 FMS Navigation Computer No. 3 - Battery Pack Replacement X 352005 Passenger Oxygen System - Operational Test 361007 Bleed Air System (Left) - Operational Test 362005 Bleed Air Manifold Pressure Indication - Functional Test 520306 Main Entrance and Baggage Door Seal High Flow Pressure Regulator - Functional Test Page I et 2 EFTA00796111 IDN 7040927 Customer Furnished CMP Duelist Exhibit 1) Mandatory Coda Related ragg Code Descriollog Included in Material Estimate 521007 Main Entrance Door Internal - Details Inspection 521002 Main Entrance Door Cable Tension - Check 521050 Door Seal Regulator and System - Inspection 521008 Main Entrance Door Inflatable Seal System - Operational Tesl 521009 Baggage Door Inflatable Seal System - Operational Test 527005 Main Entrance Door Warning System - Operational Test 527008 Baggage Door Warning System - Operational Test 527012 Tail Compartment Door Warning System - Operational Test 532005 Cabin Compartment Above Floor - Inspection 532017 Cockpit Compartment Above Floor - Inspection 532019 Cockpit Compartment Below Floor- Inspection 251109 Pilot Seal - Removal / Installation 251110 CoPilot Seat - Removal/ Installation 532021 Cockpit Compartment Below Pedestal - Inspection 532027 Entrance Compartment Behind Panel - Inspection 532029 Entrance Compartment Above Floor - Inspection 532031 Entrance Compartment Below Floor- Inspection 532033 Entrance Compartment Shell - Inspection 532041 Baggage Compartment Above Floor - Inspection 523001 Baggage Door - Removal / Installation 532045 Baggage Compartment Behind Panel - Inspection 532050 Engine / APU Fuel Feed Line - Inspection 532052 Torque Box -Inspection 320004 Main Landing Gear (Left) - Lubrication 320005 Main Landing Gear (Right) - Lubrication 532055 Fuselage Interior / Wing Attach - Inspection 532067 Tail Compartment Above Floor - Inspection 532069 Tail Compartment Below Floor - Inspection 272001 Rudder Control System - Operational Test 272019 Rudder Cable Assembly FS 470 - FS 760 'Right) - Removal ;Installation 272020 Rudder Cable Assembly FS 470 - FS 760 'Left) - Removal / Installation 273001 Elevator Control System - Operational Test 273033 Elevator Cable Assembly FS 470 - FS 740 ILeft) - Removal / Installation 273034 Elevator Cable Assembly FS 470 - FS 740 'Right) - Removal ;Installation 532070 Shear Clips Alt Fuselage - Inspection 533005 Exterior Fuselage - Inspection 535008 Nose Compartment! Radome Interior -Inspection 535012 Tail Cone Interior - Inspection 535004 Tailcone - Removal / Installation 562005 Emergency Window Release Mechanism (Internal and External) - Functional Test 562007 Emergency Exit and Cabin Windows - Leak Check 571064 Wing to Fuselage Attachments (Left)- Ultrasonic and Visual Corrosion Damage Tolerance Inspection 571065 Wing to Fuselage Attachments (Right) - Ultrasonic and Visual Corrosion Damage Tolerance Inspection 783005 Engine Thrust Reverser (Left) - Inspection 783006 Engine Thrust Reverser (Right) - Inspection 783009 Engine Thrust Reverser (Left) - Operational Test 783010 Engine Thrust Reverser (Right) - Operational Test Page 2 of 2 EFTA00796112