EFTA00796113.pdf

Gulfstream PRODUCT SUPPORT PROPOSAL Prepared for Presented by Gulfstmam GIV Serial Number 1085 Rusty Cramer JEGE, LLC Regional Sales Manager, Gulfstmam Aerospace Mr. Larry Visoslri Gultstream Proposal , 7042687 ROO 01 March 2018 EFTA00796113  TABLE OF CONTENTS PART I. Workscope Description 3 A. Interior Refurbishment 3 B. Avionics Cabin Electronics 3 C. Mechanical 3 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 EFTA00796114  ID is 7042687 R00 01 March 2018 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 72 Month Flight Control Inspections (Flat Rate) $47,760 Labor Only $41,921 72 Month Kit $9.672 Additional Materials as required Accomplish the GIV 72 Month Flight Control Inspections (See Exhibit 1). Note: Customer has the option to purchase the 72 Month Flight Control Kit or order parts separately. This item as quoted includes the Flight Control Kit. Some components included in this kit may not be required due to varying hardware configurations. If the 72 Month Flight Control Kit is requested and opened, a restocking fee will be required for returned kits. Any components not included with this kit will be billed separately. The seventy-two (72) month kit provides parts necessary to comply with seventy-two (72) month Flight Control Inspection items only. Any required parts that become necessary due to damage found (i.e., corrosion and/or normal wear and tear to any parts removed and/or inspected) are not priced in this proposal as they are provided "as needed". This kit does not include the flight control bell-cranks. 1.2 72 Month Tasks $44,944 Accomplish Miscellaneous 72 Month CMP Tasks. (See Exhibit 2) Notes: • Correction of discrepancies is not included in the quoted price. • Materials/Outside Services will be as required. • Pricing includes labor required for touch up paint on area affected by the Winglet Attach Hardware Inspection. In the event the customer requests a "Blown-in" paint finish applied, estimated cost can be $5,000 - $7,000 in labor and materials and will be quoted through the Work Change Request Process. Page 3 of 11 This proposal is confidential between Gulfstream and the Customer. MARismc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796115  ID # 7042687 R00 01 March 2018 Gulfstream GIV Serial Number 1085 JEGE, LLC PART I. Workscope Description (continued) 1. Aircraft Maintenance (continued) 1.3 Antenna Interface - Inspection (Labor Only) $19,500 Accomplish the Antenna Interface — Inspection (CMP Task 539516). Notes: • Removal of all production and outfitting installed antennas, penetrations of fuselage skin, external skin doublers (except as noted below) to perform the inspection as well as any required follow on checks are included in the quoted amount. • Anticipated interior access to complete this inspection is included, however additional charges may be incurred based on non-Gulfstream installed interiors or specific aircraft interior configurations which would require removal of galleys, lavatories, bulkheads, closets, doors and acoustical liner panels. Upon aircraft arrival and evaluation an estimate will be presented for approval if additional access is deemed to be required. • External skin doublers, adapter or contour plates that are riveted on the aircraft skin (or other means of permanent attachment) are not included in the quoted price and will be worked on a time and materials basis. • Satcom antennas mounted on the aircraft fuselage, antenna pods, non-operational equipment, or blanking plates from removed antennas and any non-Gulfstream installed equipment are not included in the quoted amount. • Some aircraft and installations may require "Polyurethane Self-Leveling Antenna Gaskets" to be installed between the antenna face and the aircraft external skin. For budgetary and planning purposes. estimated cost for replacement gaskets for a standard equipped aircraft is $9,000. • Any labor or materials required for clearing of discrepancies is not included in the quoted amount. 1.4 Dual Engine Change (Labor Only) $38,000 Accomplish removal and reinstallation of loaner or original #1 and #2 engines. Quoted Price Includes: • Engine removal, transfer of thrust reverser and nose cowling • Transfer of QEC items • Engine visual inspection • Perform engine run and associated operational checks. • Quoted Price Does Not Include: • Rolls-Royce NDT Requirements • NDT inspections required at Midlife/Overhaul • Pre-removal engine runs if required • Shipping of engines Notes: • Additional charges may be invoiced to cover exchange taper pin Part Number JR29859A, adapter R27404 and canister Part Number 94756-192 (preferred part) or 13636-00-11974-03 (alternate part). • For budgetary planning purposes, estimated material is approximately $7,000 for a double change not including material required for clearing of any discrepancies. • If required, an engine certification run is approximately $4,500 per engine on returned rentals. D. PAINT Not Requested Page 4 of 11 This proposal is confidential between Gulfstream and the Customer. MAR.smc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796116  ID it 7042687 ROO 01 March 2018 Gulfstream GIV Serial Number 1085 AGE, 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 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 (VCRs") paragraph. Page 5 of 11 This proposal is confidential between Gulfstream and the Customer. tdARrsmc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796117  ID # 7042687 ROO 01 March 2018 I II iI ( 11AT 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 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© and Aircraft Ownership Service: Except as specifically identified in a PART I Workscope, this Proposal does not take into account any parts provided under Gulfstream's PlanePartsO Program or Aircraft Ownership Service. Please consult your Regional Sales Manager for more information on these Gulfstream service offerings. 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. MAR,smc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796118  ID # 7042687 ROO 01 March 2018 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 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 Not Applicable Page 7 of 11 This proposal is confidential between Gulfstream and the Customer. MARIsmc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796119  ID # 7042687 R00 ( ;UNA IV:111)1 Giv 01 March 2018 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: WIRE TRANSFERS: =stream Aerospace Corporation Gulfstream Aerospace Corporation M. 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. MAR/smc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796120  ID a 7042687 ROO 01 March 2018 Gulfstream GIV Serial Number 1085 JEGE, 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 (USD) Accept Decline B. AVIONICS / CABIN ELECTRONICS C. MECHANICAL craft Maintenance 72 Month Flight Control Inspections (Flat Rate) $47,760 72 Month Tasks $44,944 Antenna Interface — Inspection $19,500 Dual Engine Change $38,000 D. PAINT QUOTED WORKSCOPE TOTAL BASED ON CUSTOMER ACCEPTED ITEMS SO 'Default value is set to SO until Customer selections have been made above. i gstimates based on Quoted Workscope Materials/Outside Services for CMP Inspection Package(s)' (USD) $10.500 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' 5 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 15 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 com etion of the Work. Page 9 of 11 This proposal is confidential between Gulfstream and the Customer. MARismc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796121  ID 0 7042687 ROO 01 March 2018 Gulfstream GIV Serial Number 1085 JEGE, LLC PART IV. Executive Summary and Proposal Acceptance (Continued) Input Facility Gulfstream Brunswick 550 Connole Street Brunswick, Georgia 31525-6868 Main Phone: +1-912-267-6300 Note: Changes to facility input may affect downtime. Please contact your Regional Sales Manager. inuote 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 here Pricing No Page 10 of 11 This proposal is confidential between Gulfstream and the Customer. MARismc Return to Table of Contents GAC Re.•. February 20. 2018 EFTA00796122  ID # 7042687 R00 01 March 2018 i IiIIS1 I) iI ( TA/ 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 GULFSTREAM AEROSPACE CORPORATION ("Customer") ("Gulfstream") By: By: 490 -071 -- Name: Name: Rusty Cramer Title: Title: Regional Sales Manager, Product Support Sales Date: Date: 01 March 2018 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. MARtsmc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796123  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 EFTA00796124 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 mainten