EFTA01045759.pdf

From: "Jeffrey E." <[email protected]> To: Ivjet ffi > Subject: Fwd: SW SN 30884 (CC-MERO.F1D1500434) Date: Tue, 16 May 2017 22:32:12 +0000 Send only lady email to bob ---- Forwarded mes e -- From: Larry Date: Wed, May 17, 2017 at 12:26 AM Subject: Fwd:BB.1SN 30884 (CC-MERO.FID1500434) To: Je vacation <jgragran(i)t maim>, Darren Indyke > This email trail has some high points from past discussions with Clair and Husham Darren Indyke Sent from my iPhone On Oct 12, 2016, at 8:20 AM, Claire Brugirard > wrote: Dear Darren, Our leadership has instructed me to send you our final offer as follows; I. The purchase price to remain at 17.5 M 2. The high time engine will be replaced with the original engine 3. The two additional aux fuel tanks which were recently located will be included in the loose equipment list 4. The pre-buy inspection and the delivery to be at Abu Dhabi International (Etihad Engineering) which is an MRO approved by both GCAA and FAA, or within UAE as long as it is an FAA/GCAA approved facility audited by Royal Jet. 5. Royal Jet will be responsible for any discrepancies with the agreed cap of 500,000 above which Royal Jet can either elect to pay for the discrepancies or to refund the pre-buy inspection costs 6. Please note that Royal Jet will only address airworthy items and any cosmetic items shall not be considered as a discrepancy; as such there will be no touch up work on the interior wood work done, and the condition of the woodwork should not be a reason for rejecting the aircraft We do agree to include in the delivery condition that there shall be issued by the GCAA, in form and in substance satisfactory to the FAA, as determined by a duly authorized designated airworthiness representative of the FAA selected by Purchaser in its discretion, an export certificate of airworthiness. With regards to your request about items and matters that require correction in order for the aircraft to be qualified for issuance of a U.S. Certificate of Airworthiness; we filly realize that the intention is to register the aircraft in the USA, however, we would appreciate your understanding that we cannot expose ourselves by committing to fulfilling requirements that are unknown to us. Therefore, and since the DAR would in any case be involved with the issuance of the export certificate, we request that this item remains deleted as suggested in the last draft purchase agreement which was sent through (unless there would be a way to know beforehand what such requirements would entail). This offer is of course subject to agreeing and signing a binding purchase agreement between the parties and if the buyer is willing to proceed, then we would request that the text of such purchase agreement is agreed upon no later than Thursday, 27th October, 2016 (preferably before), and for the pre-buy inspection to start as soon as possible thereafter. We look forward to hearing from you soon. Best Regards <image001.png> Claire Brugirard Sales Manager Sent front my iPad Begin forwarded message: From: Manny Castancdo Date: October 17. 2016 at 4:49:47 PM GMT+2 To: Lvjet Cc: 01.1.113>Alaljturbinepowerard. EFTA01045759 Subject: Re: BBJ SN 30884 ICC-NIER0.1, 11)151111434] Larry: Thanks, will review and advise. Regards, Manny castaneda Vice President F.J. Turbine Power, Inc. CFM56 f JTSD FAA Repair Station FTJRI92Y This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error please notify the system manager. This message contains confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by a-mail if you have received this e-mail by mistake and delete this e-mail from your system. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited. On Oct 17, 2016, at 10:30, Lvjet wrote: Manny and Freddy attached S engine data for your evaluatcm. #2 engine is original serial number 889151 Is Installed on a2 position. has estimate 6200 hours total Ume. No shop visit. at engine currently Installed Is serial 876170 Metaled on al position. has 12.400 hours total time. has been to shop. (we could install coginal engine serial number 888148 In at position to replace 876170) so that engine terms are more closely match. not exact. rather than having a 6000 hour engme. and a 12.000 hat engine Metaled. the ongenal engine installed in al posits() serial a 888148 was removed due to metal In oil sample from Gear box. and repaired.. we have the opts() to instal this original engine back on the BBJ.. Saar Informs the margin on this engme Is *35 degrees at Take-cr EPR. the envie currently installed haS been to shop. v4th (40 degree margin according to Sae/. with a t49 degree margin in test tea... but has 12,400 hours since new. does it make sense to Install cquinal engine. or la the pedormace so much greater on the 12.400 hour serial 876170 that we should keep this engine Metalled? need your advise please? thank you. Larry ----Original Message— Fran: Husham Osman To: Larry Cc Claire Bnigirard ; Darren indyke Nelson. Michael Sent: Mon. Oct 17. 2016 9:19 an Subject 813J SN 30884 (CC-MEFtO.FID1600434] Dear Larry Please see attached my answers to the below points along with valid attachments. Th hould suffice the engineering consultant. I( you have any questions please do not hesitate to let us know. Best regards Best Regards. <unage001.png> <image002.0>Ilushain Osman Ddreaor Technical Abu Dhabi. United Arab Emirates From: Larry jmaa Sent: Friday, October 14, 2016 8:34 PM To: Claire Brugirard; Husham Osman Cc: Darren Indyke; Nelson, Michael; Rob Mann Subject: Re: BEd SN 30884 (CC-MERO.FID1500434} Greetings Husham. All re going well.. Can you provide the foaming info on the original engine we are contemplating to instal? 1-mnpack of LSV for Review on engines EFTA01045760 Mini-pack LW attached for ESN 888148 2-Request ECM Latest ECM report of ESN 888148 (original engine) and edging engines (876170 & 889151) Is attached. 3-was the engine test cell run after its Gear box repair? If so. Ill need test cell results..pleese. Yes, see summary performance attached 4- you mention 35 degree margin aL,What power setting? EGT hot day Margin is oven at TAKE OFF 5-Any and all rib that I can had to my engine perscnnel for evaluation. Modification Record of the original engine also attached for your review 6- can you refresh my memory on Margin and test cell report of the 12.400 how engine currently installed on DFR.? Please Include test tee results on the 12,400 hour engine as well for our comparison. Test Cell Margin was 490eg C. See attached 876170 Test Data. Current EGTM at takeoff Is — 40deg C Best. Larry Sent from my ,Pad On Oct 14. 2016. at 12:12 PM. Catre Bnerard ta wrote: Dear Darren, Dear Larry Your message well received, lam glad we could come to an agreement and that we can proceed with the contract Please let us knowexactly what inbrmation is required regarding the engines and the tanks so that we can ask our technical team to prepare this I suggest Mare to amend the latest draft AM with the agreed conditions and to send it through to you for review on Sunday or Monday. Best Regards, Claire grugtrard From: Darren Indyke Sent: Friday, October 14, 2016 19:46 To: Clare Brugrard Cc: Rob DiCastri; Nelson, Michael; Larry Subject: Re: 88) SN 30884 [COMERO.FID1500434] Dear Let's proceed with the purchase agreement. We will need more details concerning the engine. but this should not hold us up. Can you please provide us with the details for the two extra tanks so that we may Include descriptive informal= (i.e.. serial numbers. etc.) ri the purchase agreement. Thank you. Best. DARREN K INDYKE DARREN K INDYKE. PLLC email: The information contained in this communr-ation is confidential. may be attorney-client unweaned. and is intended only for the use of the addressee. It is the property of Darren K. Indyke. PLLC. Unauthorized use. disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this oommunicalicn in error. please notify us immediately by return e-mail. and destroy this communication and all copies thereof. including all attachments. Copyright of Darren K. Indyke. PLLC - e 2016 Darren K. Indyke. PLLC —All rights reserved. On Oct 13, 201s. at 1:35 PM. Claire Bnigirard •: :• wrote: Dear Dance, Ling I an resendrig below message vnthout the document attached since I go: an undeloverable message and m no: sure,/ yougot this. Best Regards, Clare* lleutimed From: Claire Brugirard Sent: Thursday, October 13, 2016 15:28 To: Darren Indyke Cc Rob DiCasbi; Nelson, Michael; Larry Subject RE: eal SN 30884 [COMERO.FID1500434] Dear Darren, EFTA01045761 I am copying below the information received from our Director Technical which was also sent to tarry today; The original engine of A60FR/1 - ESN 888148 (A6RJY/1 Ex-A6DFR) had a defect rectification shop visit Be 4,499hrs/1,669cyc in Nov 2013. See attached SV document o AGBITGB — Overhauled o All other modules are not accessed o Current EGT Margin r. 35degt. The margin is good enough to go another 5.years based on ROJ fleet experience and current utilization rate. o Current Time/Cycle = 5,951hrs/2,187cyc We will have to ground two aircraft to perform the double engine swap which requires a lot or preparation, therefore we would request to do the engine change during the pre-buy here in Abu Dhabi. If your principal is ready to proceed with this offer then we would start planning this accordingly. Given this additional effort we are hopeful that we can now come to an agreement together and we look forward to receiving your response. Best Regards <image001.png> Claim Brugirard Sales Manager Abu Dhabi, united Arab Emirates From: Darren Indyke mailto: Sent: Wednesday, October 12, 2016 11:06 PM To: Claire Brugirard Cc: Rob DiCastri; Nelson, Michael; Larry Subject: Re: 6815N 30884 (CC-MERO.FID1500434) Claire: Thank you for your email. Would you please send me the current specs for the original engine that will replace the high time engine. Regards. Darren Indyke Sent from my Phone On Oct 12.2016. at 8:20M1. Claire Brugirard •MIMMEIMIMIM wrote: Dear Darren, Our leadership has instructed me to send you our final offer as follows; 1. The purchase price to remain at 17.5 M 2. The high time engine will be replaced with the original engine 3. The two additional aux fuel tanks which were recently located will be included in the loose equipment list 4. The pre.buy inspection and the delivery to be at Abu Dhabi International (Etihad Engineenngl which is an MRO approved by both GCAA and FM, or within UAE as long as it is an FAA/GCAA approved facility audited by Royal let. S. Royal let will be responsible for any discrepancies with the agreed cap of 503,000 above which Royal let can either elect to pay for the discrepancies or to refund the pre-buy inspection costs 6. Please note that Royal let will only address airworthy items and any cosmetic items shall not be considered as a discrepancy; as such there will be no touch up work on the interior wood work done, and the condition of the woodwork should not be a reason for rejecting the aircraft We do agree to include in the delivery condition that there shall be issued by the GCAA, in form and in substance satisfactory to the FAA, as determined by a duly authorized designated airworthiness representative of the FM selected by purchaser in its discretion, an export certificate of airworthiness. With regards to your request about items and matters that require correction in order for the aircraft to be qualified for issuance of a U.S. Certificate of Airworthiness; we fully realize that the intention is to register the aircraft in the USA, however, we would appreciate your understanding that we cannot expose ourselves by committing to fulfilling requirements that are unknown to us. Therefore, and since the DAR would in any case be involved with the issuance of the export certificate, we request that this item remains deleted as suggested in the last draft purchase agreement which was sent through (unless there would be a way to know beforehand what such requirements would entail). This offer is of course subject to agreeing and signing a binding purchase agreement between the parties and if the buyer is willing to proceed, then we would request that the text of such purchase agreement is agreed upon no later than Thursday, 27th October, 2016 (preferably before), and for the pre-buy inspection to start as soon as possible thereafter. We look forward to heanng from you soon. Best Regards <image001.png, Claire Bruglrard Sales Manager M.)4 Ohdbp. Uruted Arab Crnifian EFTA01045762 From: Darren Indyke (made Sent: Wednesday. October 12. 2016 12:19 AM To: Claire Iliwirard Cc: Rob DiCastri: Nelson. Michael: Larry Subject Re: SSJ SN 30884 (CC-MERO.FID1500434) Dear Claire: I understand that Royal Jet has made a revised offer. which is to to replace the high bide engine on the aircraft with the original engine that was previously replaced and to include hno extra fuel tanks. to set the purchase price at $17.5 Miton. and to have the pre-buy inspection take place at a facility in the UAE. Is this correct? Please advise. Thank you. Regards. DARREN K. INDYKE DARREN K INDYKE. PLLC The information contained in this communication is confidential. may be attorney-dent pnvileged. and is intended any for the use of the addressee. It is the property of Darren K. Indyke. PLLC. Unauthoraed use. disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this oommunicabon in error. please notify us immediately by return e-mail. and destroy this communication and all copies thereof. including all attachments. Copyright of Darren K Indyke. PUS -0 2016 Darren K. Indyke. PLLC-Act rights reserved. On Oct 10. 2016. at 1:47 PM. Darren Indyke wrote: Dear Mr. CirCastri: Inasmuch as Royal Jet has already agreed to be responsible for up to $500.0:00 of discrepancies noted during the pre-pithase inspection. your ernad below is clearly a move in the wrong direction. However. we are prepared to offer Royal Jet. LLC $17.2 million on the same terms as previously agreed without a recparement that you restore the woodwork to an acceptable condrtion. This absolutely requires you to address discrepancies at your cost and requires you to pay our inspection fees and costs should you refuse or fail to correct ctscrepancies of up to and including 8500.000. In addition. discrepancies must include. without bmitabon. those items and matters that require correction in order fcc the aircraft to be qualified for issuance of a U.S. Certificate of Airwcelhiness. If you are willing to proceed on this basis. please so advise and I ea move (award wills the revisions to the proposed purchase agreement. Otherwise. I wish you kick in negotiating from scratch with any potential potential purchasers. and I will instruct the escrow agent to return our Deposit and negotiations will be terminated. I await your prompt reply. Regards. DARREN K. INDYKE DARREN K. INDYKE. PLLC email: The information contained n this communication is confidential. may be attceney-client privileged. and is Mended only for the use of the addressee. It is the property of Darren K. Indyke. PLLC. Unauthorized use. disclosure or copying of this communication or any pal thereof is strictly prohibited and may be unlawful. If you have received this communication in error. please notify US immediately by return e-mail. and destroy this communication and all copes thereof. including all attachments. Copyright of Darren K. Indyke. PLLC - 02016 Darren K. Indyke. PLLC -All rights reserved. On Oct 7. 2016. at 1:55 PM. Rob DiCastri cl IMINIMIMIM., wrote: I*. Indyke. Though we made it dear in our message that our offer was non-negotiable. our leadership has considered your proposal and will accept a price of SI7m under the following conditions: 1. The purchase is on an 'as is. where is. basis at AUH. and this will be reftected as the delivery concron in the purchase agreement 2. All rectification costs as a result of the pre-purchase inspection are therefore for the account of the buyer 3. The full purchase price will therefore be paid to the sellers account by the buyer. without any deductions 4. The buyer a pay for the ferrying of the aircraft to the pre-purchase inspection facility at a full market charter rate 5. The above eel be reflected in the purchase agreement to the sellers satisfaction within 14 days of this message Your representatives are well aware of the mechanical condition of the arcreft from their visits to our facilites. therefore this is a more than fee offer. We require your acceptance or rejection of this offer immediately. otherwise we will proceed with other potential purchasers. We look forward to receiving your response. Rob O. DiCastri EFTA01045763 President & CEO Royal Jet LLC On Oa 7.2016. at 7:33 PM. Darren Indyke •: %, wrote: Dear Claire: I have been instruaed either to prepare a purchase agreement embodying the $17 man purchase price provided in my October 5 emad to you a to termnate negotiations and withdraw Thomas World Mr. LLCS/PLen D. LLCs deposit. Please advise how you wish for me to proceed. Thank you. Regards. DARREN K. INDYKE DARREN K. INDYKE. PLLC email The nformatco contemned in this communication is confidential. may be attorney-client pnvlleged. and is intended only for the use of Me addressee. It is the properly of Darren K. Indyke. PLLC. Unauthorized use. disclosure or copying of this communication or any part thereof is stnctty prohibited aid may be unlawful. If you have received this cornmunicatco in error. please notify us immediately by return e-mail. and destroy this cornmunicatco and all copies thereof. Including as attachments. Copyright of Darren K. Indyke. PLLC - 2016 Darren K. Indyke. PLLC —All rights reserved. On Oct 6, 2016. et 3:45 PM. Claire Brugirard •: :• wrote: Dear Darien, Yesterday's email is well received and has been shared with higher management. We will come back to you as soon as we hear from them with our feedback. Best Regards, Claire Brugirard From: Darren Indyke Sent Thursday, October 6, 2016 23:41 To: Claire Brugirard Cc Larry; Nelson, Michael; Rob DiCasbl Subject Re: 883 SN 30884 [COMERO.FID1500434) Dear Claire: Please confirm receipt of my email of yesterday's date and advise regarding the status of this matter. Thank you. Regards. DARKEN K. INDYKE DARKEN K. INDYKE. PLLC ...•^^•-•^^ nen ^^^ ^^•-•-•-•- The Information information contained in this communication is confidential. may be attomey-client privdeged. and n intended only for the use of the addressee. It is the property of Darren K. Indyke. PUS. Unauthorized use. disclosure or copying of this communication or aw part thereof is strictly probe:Cad and may be unlawful. If you have received this communication in error. please notify us immediately by retum e-mail, and destroy this communication and al copies thereof. including all attachments. Copyright of Darren K. Indyke. PLLC -O 2016 Daman K. Indyke. PLLC —All rights reserved ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• On Oct 5.2016. at 2:57 PM. Darren Indyke wrote: Dear Claire: Thank you for your attempt at a resolution of this matter. If the purchase price is reduced to 817 millca with the wood*** as is, then we can move forward. Otherwise. you may consider Thomas World Air. LLCS/Plan D. LLC s offer terminated and further negotiations with respect to the aircraft at an end. I appreciate your quick response and wish you luck if you decide to proceed with others. EFTA01045764 Regards. OARREN K INOYKE OARREN K INOYKE. PLLC emit The wiformabon contained in Shia communication is confidentsal. may be attomey-rent privileged. and is intended only for the use of the addressee. It is the property of Darren K. Indyke. PLLC. Unaulhoraed use. disclosure or copying of this communication or any part thereof is alriaty prohibited and may be unlawful. If you have received Sus communicabon in error. please notify us immediately by return e-mail. and destroy this oommunicabon and all copies thereof. inducbng all attachments. Copyright of Darren K Indyke. PLLC - 2016 Curren K. Indyke. PLLC —Al fights reserved. On Oct 5. 2016. at 12:24 PM. Claire Brugirard <MMEMMa wrote: Dear Darren, We have shared your message below with our leadership and are wnting to communicate our position on this matter. We do not believe that the offer made at USD 15,5 M reflects even close to the market value of the aircraft in its current condition, and we are disappointed that your principle has decided at this late stage to change his offer. As noted below, we were transparent throughout this process, and you sent Mr. Visoski over here having received all of the correct information and the feedback from your local representative. Even he initially expressed satisfaction with the interior and the technical condition of the aircraft, before then coming back to us with these new issues. Despite this, we are prepared to make an additional effort in order to show our goodwill and close this deal. We propose a final and non-negotiable offer as follows: Option A: We maintain the price at USD 17.8 M, however Royal let commits to making basic "touch-ups" on the intenor woodwork at a qualified shop located here in Abu Dhabi. Citalsta The aircraft is purchased on an "as-is" basis (i.e. with the interior wood work in its current condition) in which case Royal let accepts to reduce the price to USD 17.5 M. Please note that under both scenarios we will not accept any further reductions on the pnce even if after touch-up work is complete the result is still not to an "acceptable standard" according to the buyer or the buyer's representative. Furthermore, only airworthiness issues will be addressed in the pre-purchase inspection process, and this will be reflected in the delivery condition to be defined in the purchase agreement, which is to be executed by both parties before the aircraft is sent for such inspection. If the above is not acceptable to the buyer, he is welcome to withdraw his deposit and we will reopen discussions with other prospective purchasers. Given the work done by both parties on this transaction so far, we hope it can still be completed, however we require the buyer's response by the close of business on Friday 7th October. We look forward to receiving your response. Best Regards <image001.png> Claire Brugirard Sales Manager Abu Dhabi. United Arab Emirates From: Claire Brugirard Sent: Monday, October 3, 2016 7:21PM To: Darren Indyke Cc: Larry; Nelson, Michael Subject: Re: BB) SN 30884 (CC-MERO.FID1S004341 Dear Darren, Your email below has been shared with our senior management. They have a meeting this coming wednesday during which they will discuss this so I should hare an answer by Wednesdayeveningour time which is Wednesdaymorns% your tine. Appreciate your patience and understanding. Thanks Best Regards, EFTA01045765  Cbire grunirod From: Darren ln:lylce Sent Thursday, September 29, 2016 20:04 To: Claire 8ruguard Cc: Larry: Nelson, Michael Subject Re: 883 SN 30884 [COMEROFID1500434) Dear Clare: Thank you for your letter. We appreciate the spin in which it was whiten. and we too would like to come to an understanding. However. as the lawyer for the principal of Thomas World Ar. LLC and Plan D. LLC. I feel obliged to point out the following: 1. We received numerous photographs from you detailing the inter-ix of the aircraft. and none of those photographs showed any of the wear and tear that was rnmedialley apparent upon a visual nspecbon of the interior. 2. We were vitally sent docurmets that reflected the fact that one engine had only 4.400 hours on it and the other engine had 11.500 hours on it However, we are now advised that the first engine actually has 6.600 hours on it and the other engine has 12.400 hours on it Thus. these engines have a total of 3.100 more tours on them than you inibely represented to us. At our rate of flying, this equates to approximately 4-5 more years of use than were lead to believe when we were negotiating the sales pace. In light of this. I am unsure how we should proceed. Candidly. my innapal is very disappointed both by the change in information about the aircraft from that which was umnally conveyed to him and with the expenses he has had to incur to date in order to uncover information that should have been provided to him at the outset. I must also tell you that we have received a bid to refinish the wood of approximately $1.25 meson. Moreover. our consultants estimate another $1.25 million reduction in value as a result of the additional previously undisclosed engine wear and tear. If we are to persuade my principal to move forward. I believe that we could only do so at a new price of around $15.5 million. I am hopeful that we can move forward at this price which better reflects the true condition of the aircraft. However. Larry Viscski informs me that you have received two other offers on the aircraft. and we will understand if you wish to pursue those instead. Please let us know how you wish to proceed. Regards. DARREN K. 1NDYKE DARREN K. 1NDYKE. PLLC email: The information contained in this communication is confidential. may be attorney-client prmlege:I. and is intended only for the use of the addressee. It is the property of Darren K. Indyke. PLLC. Unauthorized use. disclosure or copying of this communication or any pail thereof is strictly prohibded and may be unlawful. If you have received this communication in error. please notify us immediately by return e-mail, and destroy this communication aid all copses thereof, including all attachments. Copyright of Darren K. Indyke. PLLC - 2016 Darren K. Indyke. PLLC - All rights reserved. On Sep 29.2016, at 8:32AM. Claire Brugirard wrote: Dear Darren, Dear Larry, Our Management has had a detailed meeting with our Chairman this afternoon in order to discuss this topic. We would like to clarify that Royal Jet has been fully transparent with regards to the condition of the aircraft; the aircraft was made available for viewing twice for two different people who each have made a different evaluation about the quality of the interior woodwork. We understand that this can happen since this is a subjective matter. We would like to assure you of our intention to resolve this issue together and find an agreement in order to move forward with the deal. Since the quality of the interior woodwork on a pre-owned aircraft will always be subject to various individual and personal opinions and since it will be extremely difficult (and most likely an open end) to define and agree together what would be the "acceptable standard" to which we would have to bring th please note The information contained in this communication is confidential. may be attorney-client privileged. may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jersaealicuirstslaiLeom. and destroy this communication and all copies thereof. including all attachments. copyright -all rights reserved EFTA01045766