EFTA00796082.pdf

Gulfstream PRODUCT SUPPORT PROPOSAL Prepared for Presented by Gulfstream G550 Serial Number 5173 Rusty Cramer Plan D, LLC Regional Sales Manager, Gulfstream Aerospace Mr. Lawrence Visoski Gulfstream Proposal it 703.07 R00 12 October 2017 EFTA00796082  TABLE OF CONTENTS PART I. Workscope Description 3 A. Interior Refurbishment 3 B. Avionics Cabin Electronics 4 C. Mechanical 4 D. Paint 4 PART II. Contingencies and Assumptions of Proposal Offer 5 A. Estimated Leadtime 5 B. Estimated Downtime 5 C. Pricing And Scheduling Terms 5 D. General Contingencies 6 E. Addendum To Proposal And Work Authorization Terms And Conditions 7 PART III. Payment Terms and Remittance Instructions 8 PART IV. Executive Summary and Proposal Acceptance 9 EFTA00796083  ID # 7039407 R00 12 October 2017 if Ihi X1•:11 I ! Gulfstream G550 Serial Number 5173 JO ) Plan D, LLC PART I. Workscope Description A. INTERIOR REFURBISHMENT 1. Cabin 1.1 Reveneer Woodwork The existing veneer covered components will be removed from the aircraft and stripped of all veneer surfaces, hardwood caps, and nosing. All substrate will be cleaned and prepped for application of new selected veneer (IJI 170718-2 Qtr Silver Birch) with corresponding hardwood caps and nosing. Modifications or repairs to any substrate material or structural hardware will be evaluated and addressed on a time and material basis. All the existing latches will be cleaned and retained. New hardware, if requested, will be addressed on a time and materials basis. New Customer Selected Veneer will be applied to the existing substrates. The new veneer will be finished with Gulfstream standard HI-BIL clear coat finish and polished to a predetermined luster. All applicable internal surfaces will be cleaned and retained in existing condition. Painting or recovering of the internal surfaces will be addressed on a time and materials basis. Inlays of any type such as wood, metal, or stone inlays are not included in this proposal. Existing inlays will be evaluated on a case-by-case basis and addressed on a time and materials basis. Burn certification is predicated upon the existing substrates meeting all the FAA flammability requirements. Gulfstream is not responsible for any existing materials meeting burn requirements. The recovered doors, panels, and cabinetry will be reassembled and installed in aircraft. All adjustments will be made to ensure correct fit and function. Equipment relocation is not part of this proposal and will be addressed on a time and materials basis. Notes: • Staining or Tinting Finish to achieve a specific color or grain pattern is not included in this proposal. Any finish other than natural will be evaluated and addressed on a time and materials basis. • This proposal includes Natural Wood Veneer. Composite Veneer (due to ordering limitations) may require Gulfstream to purchase additional sheets of that product. Should additional sheets will be required: the Customer will be advised of the additional charges. • Sharp radiuses on ledges and other cabinetry that are covered with veneer will require additional labor charges and will be accomplished on a time and materials basis. • Proposal is based on reusing all applicable substrate and componentry. • All plating will be accomplished on a time and materials basis. Page 3 of 11 This proposal is confidential between Gulfstream and the Customer. ORB smc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796084  ID # 7039407 R00 12 October 2017 Gulfstream G550 Serial Number 5173 Plan D, LLC PART I. Workscope Description (continued) A. INTERIOR REFURBISHMENT (continued) 1 2. Photographic Documentation 2.1 Photographic Documentation No Charge Photographic Documentation at no charge to Customer may be taken in accordance with the following agreement between the Customer and Gulfstream. Should the Customer like to participate in this Photographic Documentation, please review the following agreement and authorize by accepting this item on the proposal summary page. Agreement: Gulfstream reserves the right to photographically document the outfitting process and the refurbished aircraft. All Photographic Documentation is accomplished at Gulfstream's discretion. Gulfstream reserves the right to use in advertising, on the Gulfstream Internet sites, Gulfstream Videos, promoting or otherwise supporting the business of Gulfstream. including without limitation copying, reproduction, publishing in a Before and Atter coffee table book, in whole or in part, individually or in conjunction with other materials. The aircraft and ownership information will not be included in any public publication. Buyer is provided with the following photography after aircraft delivery: • One (1) electronic copy of aircraft photography Interior Refurbishment Notes • Interior R&R is included in quoted prices. B. AVIONICS / CABIN ELECTRONICS Not Requested C. MECHANICAL Not Requested D. PAINT Not Requested Page 4 of 11 This proposal is confidential between Gulfstream and the Customer. DRBJsmc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796085  ID # 7039407 R00 12 October 2017 1 . illxu~ani Gulfstream G550 Serial Number 5173 . .)P.)(- Plan D, 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, (-Proposal-) 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 G550 aircraft, Serial Number 5173 (-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 Plan D, LLC (-Customer's) 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 Gulfstream 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 (-WCRs") paragraph. Page 5 of 11 This proposal is confidential between Gulfstream and the Customer. ORB smc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796086  ID # 7039407 R00 12 October 2017 .1f e r.) Gulfstream G550 Serial Number 5173 Plan D, 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 Gulfstream 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 Gulfstream 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 provided under Gulfstream's PlaneParts© oroaram. 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 6 of 11 This proposal is confidential between Gulfstream and the Customer. ORB smc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796087  ID # 7039407 R00 12 October 2017 e r. ) Gulfstream G550 Serial Number 5173 Plan D, 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 Customers 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 Gulfstream, 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 Interior Refurbishment Warranty: The duration of Gulfstream's warranty for interior refurbishment described in the Interior Workscope section (including furniture, soft goods and hard goods) is twenty-four (24) months or twelve hundred (1200) flight hours (whichever comes first) for craftsmanship associated with interior refurbishments, exclusive of wear and tear, abuse or accident. This duration is in lieu of the warranty duration set out in the Work Authorization Terms and Conditions. All other terms and conditions of this proposal and the Work Authorization Terms and Conditions, including the warranty terms, apply. Page 7 of 11 This proposal is confidential between Gulfstream and the Customer. DAB smc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796088  ID # 7039407 ROO Mr gm° 12 October 2017 er nO Gulfstream G550 Serial Number 5173 Atte,'- - Plan D. 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 Customers 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: WIRE TRANSFERS: Clalfstream Aerospace Corporation Gulfstream Aerospace Corporation Box 730349 JP Morgan Chase Bank, NA 14800 Frye Road 1 Bank One Plaza Ft. Worth, TX 76155 Chicago, IL 60670 Account No. 10-15825 (Overnight) Reference your Five (5) Digit Customer Number (XX-XXX) Gulfstream Aerospace Corporation (Box #730349 c/o JP Morgan Chase Bank, NA BANK IDENTIFIERS Dallas, TX 75373-0349 Fedwire Routing No. (ABA) 021 000 021 Attn: Dallas National Wholesale Lockbox TX1-0029 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 8 of 11 This proposal is confidential between Gulfstream and the Customer. DREusmc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796089  ID # 7039407 R00 12 October 2017 1] Gulfstream G550 Serial Number 5173 Plan D. 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 REFURBISHMENT USD Accent Decline 1. Cabin Reveneer Woodwork 2 Photographic Documentation Photographic Documentation B. AVIONICS I CABIN ELECTRONICS C. MECHANICAL D. PAINT QUOTED WORKSCOPE TOTAL BASED ON CUSTOMER ACCEPTED ITEMS 'Default value is set to SO until Customer selections have been made above. so Material Allowances I (VS Veneer $40 / SF Dado Fabric $1 Diamond Tufted Perforated Inserts $1 Note: This proposal has been provided by utilizing Gulfstream standard or historical average of interior covering materials. Upon final selection of interior covering materials the leadtime. downtime and material pricing may change due to customer selections. Any deviations in pricing will be covered via a Gulfstream Work Change Request (WCR). Schedule Planning Estimated Days Estimated Leadtime' 7 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. Leadlimes 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 65 - 75 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 9 of 11 This proposal is confidential between Gulfstream and the Customer. DRB/smc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796090  ID # 7039407 R00 "Th Um" 12 October 2017 l•) •• ) Gulfstream G550 Serial Number 5173 Plan D, LLC PART IV. Executive Summary and Proposal Acceptance (Continued) Input Facilitya 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 Valid 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 here) Pricing Notes Page 10 of 11 This proposal is confidential between Gulfstream and the Customer. DREusmc Return to Table of Contents GAG Rev. September 27. 2017 EFTA00796091  ID # 7039407 R00 12 October 2017 I dist wain Gulfstream G550 Serial Number 5173 +I Plan D, 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. PLAN D_LLC GULFSTREAM AEROSPACE CORPORATION ("Customer") ("Gulfstream") By: By: fOlg-071-- Name: Name: Rusty Cramer Title: Title: Regional Sales Manager, Product Support Sales Date: Date: 12 October 2017 Please complete and return all pages of PART IV via fax (+1-912-963-0248) or email Page 11 of 11 This proposal is confidential between Gulfstream and the Customer. DRB/smc Return to Table of Contents GAC Rev. September 27. 2017 EFTA00796092  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 EFTA00796093 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: Cu