EFTA01045767.pdf

From: "jeffrey E." leevacationOgmail.com> To: Ivjet a=l> Subject: Re: BBJ SN 30884 (CC-MERO.FID1500434) Date: Tue, 16 May 2017 22:41:58 +0000 Last email On Wed, May 17, 2017 at 12:32 AM jeffrey E. 1 gonason> wrote: Send only lady email to bob From: Larry Date: Wed, May 17, 2017 at 12:26 AM Subject: Fwd: B8.1 SN 30884 (CC-MERO.F1D1500434) To: Je vacation incyaraticingginail.CMD>, Darren Indyke This email trail has some high points from past discussions with Clair and Ilusham 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 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 healing from you soon. Best Regards <image001.png> Claire Brugirard Sales Manager Sent from my iPad Begin forwarded message: From: Manny Castanedo Date: October 17, 2016 at 4:49:47 PM GMT+2 EFTA01045767 To: Lvjct Cc: inangymaijlurbinegower nrt, Subject: Re: BBJ SN 30884 ICC-MERO.FID15004341 Larry: Thanks, will review and advise. Regards, Manny Castahado Vice President F.S. Turbine Power, Inc. CFM56 b flab FAA Re air Station F7JRI92Y This email and any filas 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 massage 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 a-mail. Please notify the sender immediately by a-mail if you have received this a-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 c:Ila• wrote: Manny and Freddy attached is ewe data for your evaluation.. 02 engine Is original serial number 889151 Is Installed on 02 positca. has estimate 6200 hours total time. No shop visa. MI engine currently installed is serial 876170 installed on 01 eosin:A. has 12.400 hours total time, has been to shop. (we could Instal original engine serial number 888148 n N1 posaion to replace 876170) so that engine times are more closely match. not exact. rather than having a 6000 hour enrols. and a 12.000 hour engine installed. the original engine installed in #1 position serial N 888148 was removed due to metal In di sante from Gear box. and repaired.. we have the option to install this original engne back on the 88J.. Seller informs the margin on this engine Is .35 degrees at Take-ctl EPR. the engine currently Installed has been to shop. with .40 degree margin according to Seller. with a *49 degree margin in test cell... out has, 12.400 hours since new. does it make sense to install crginal engine. or Is the performace so much greater on the 12.400 hour serial 876170 that we should keep this engine instated? need your advise please? thank you. Larry —Original Message----- From: Husham Osman To: Larry Cc: Claire Brugirard >: Darren Indyke a: Nelson. Michael chlignagjagjggaghtggcgaga Sent Mon, Oct 17, 2016 9:19 am Subject: BBJ SN 30884 (CC-MERO.FID15004341 Dear Larry Please see attached my answers to the below points along with valid attachments. This should suffice the engineering consultant. if you have any questions please do not hesitate to let us know. Best regards Best Regards, <image001.png> <image002.gif5Husham Osman Director Technical Abu Dhabi. United Arab Emirates From: Larry a Sent: Friday, October 14, 20168:34 PM To: Claire Bruglrard; Husham Osman Cc: Darren Indyke; Nelson, Michael; Rob DiCastri Subject: Re: Bill SN 30884 ICC-MERO.FID1500434) Greetings Husham. NI is going wel.. EFTA01045768 Can you provkle the following Info on the ongnal engine we are contemplating to instal? 1-rnInIpack of LSV for Review on engines Mini-pack LSV attached for ESN 888148 2-Request ECM Latest ECM report of ESN 888148 (original engine) and existing engines (876170 & 889151) is attached. 3-was the engine test cell run after Its Gear tat repair? If so, I'll need test cell results..please. Yes, see summary performance attached 4- you mental 35 degree margin at..What power setting? EGT hot day Margin is given at TAKE OFF 5-Any and a info that I can fwd to my engine personnel 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 hour engine currently installed co OFR.? Please Include test cell results on the 12,400 hour engine as wed for our comparison. Test Cell Margin was 49Deg C. See attached 876170 Test Data. Current (WM at takeoff is - 40deg C Best. Larry Sent from my Pad On Oct 14, 2016, at 12:12 PM. Claire Brugirard wrote: Dear Darren, Dear Larry Your message well received. I arn glad we could come to an agreement and that we can proceed with the contract Please let us know exactly what information is requited regarding the engines and the tanks so that we can ask our technical team to prepare this I suggest Mike 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 Brugicard From: Darren Indylce Sent: Friday, October 14, 2016 19:46 To: Claire Bnvirard Cc Rob DiCastri; Nelson, Michael; Larry Subject Re: BED 5N 30884 (COMERO.FID15004341 Dear Clare: Let's proceed with the purchase agreement We wa 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 nclude descriptive information 0.e.. serial numbers. etc.) in the purchase agreement. Thank you. Best DARKEN K. INDYKE DARREN K. INDYKE. PLLC The information contained n this communication is confidential. may be attceneychent prMleged. and is 'tended only for the use of the addressee. It is the property of Darren K. Indyke. MSC. 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 n error. please notify Les immediately by return e-mail. and destroy this communication and all copies thereof. including all attachments. Copyright of Darren K. Indyke. PLLC - 2016 Darren K. Indyke. PLLC —All rights reserved. On Oct 13.2016. at 1:35 PM. Claire Brugirard ffi wrote: Dear Daum, Laity I amrounding Was message without the document attached since I got an undeliverable mcr.,:age ar4 am not sure a lou got the. Best Regards, Care Btypfald From: Claire Brugiard Sent: Thursday, October 13, 201615:28 To: Darren Indyke Cc: Rob DiCastri; Nelson, Michael; Larry Subject: RE: KO SN 30894 (COMERO.FIDIS00434] Dear Darren, EFTA01045769 I am copying below the information received from our Director Technical which was also sent to Larry today; The original engine of A6DFR/1 ESN 8438148 (A6RJY/1 Ex-A6DFR) had a defect rectification shop visit IP 4,099hrs/1,669cyc in Nov 2013. See attached SV document o AGB/TGB- Overhauled o All other modules are not accessed o Current EGT Margin = 3SdegC. The margin is good enough to go another Siyears based on ROJ fleet experience and current utilization rate. o Current Time/Cycle = 5,9S1hrs/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 <irnage001.png> Claire Bruglrard Sales Manager Aba 0hubt, Unity(' A.Ab In. From: Darren Indyke (mailaaj Sent: Wednesday, October 12, 201611:06 PM To: Claire Brugirard Cc: Rob DiCastri; Nelson, Michael; Larry Subject: Re: BB1 SN 30884 (CC-MERO.FID1S00434) Claire: Thank you for your email. Would you please send me the current specs for the original engine that will replace the high Dine engine. Regards. Darren Indyke Sent from my Phone On Oct 12. 2016. at 8:20 AM. Claire Brugirard <IMIMMINEMIM- 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 FAA, or within UAE as long as it is an FM/GCAA approved facility audited by Royal let. S. Royal let will be responsible for any discrepanoes with the agreed cap of 500,000 above which Royal let can etcher elect to pay for the discrepancies or to refund the pre-buy inspection OMB 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 fully realize that the intention is to roister 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 Bruglrard Sales Manager Abu Chub', Cooked Arab Ernirab.: EFTA01045770 From: Darren Indyke mailto Sent Wednesday. October 12. 2016 12:19AM To: Claire Brugirard Cc: Rob 0Castit Nelson. Michael: Larry Subject: Re: BBJ SN 30884 (CC-MERO.FID1500434] Dear Claire: I understand that Royal Jet has made a revised offer, which is lo to replace the high time engine on the aircraft with the original engine that was previously replaced and to include two extra fuel tanks. to set the purchase price at 517.5 Million, 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 es confidential. may be attorney-dent privileged. 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 es strictly prohibited aid 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 copies thereof. including as attachments. Copyright of Darren K. Indyke. PLLC - 0 2016 Darren K. Indyke. PLLC -All rights reserved. On Oct 10. 2016. at 1:47 PM. Darren Indyke wrote: Dear Mr. DiCastri: Inasmuch as Royal Jet has already agreed to be responsible for up to $500.000 of discrepancies noted during the pre-purchase inspection, your emal 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 requirement that you restore the woodwork to an acceptable condition. This absolutely requires you to address discrepancies at your cost aid requires you to pay our inspection fees and costs should you refuse or fail to correct discrepancies of up to and including S500.000. In addition. discrepancies must include. without limit/ita l. those items and matters that require correction in order for the arcraft to be qualified for issuance of a U.S. Certificate of Airworthiness. If you are willing to proceed on this bases, please so advise aid I will move forward with the revisions to the proposed purchase agreement. Otherwise. I wish you luck in negotiating horn scratch with any potential potential purchasers, and I wit 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 in this communication is confidential. may be attorney-client privileged. 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 communication in erred'. please notify us immediately by retum e-mall, and destroy this communication and al copies thereof. Including all attachments. Copynght of Darren K. Indyke. PLLC -O 2016 Darren K. Indyke. PLLC -All rights reserved. On Oct 7. 2016. at 1:55 PM. Rob DCastn ca wrote: Mr. Indyke. Though we made it clear in our message that our offer was non-negobable, out leadership has considered your proposal and will accept a price of Slim under the following conditions: 1. The purchase is on an "as is. where is" basis at AUH. and this will be reflected as the delivery condition in the purchase agreement 2. Al rectiflcatlon costs as a result of the pee-purchase sispection are therefore for the account of the buyer 3. The full purchase puce will therefore be part to the sellers account by the buyer, without any deductions 4. The buyer will pay for the ferrying of the aircraft to the pre-purchase inspection facility at a full market charter rate 5. The above will be reflected in the purchase agreement to the seder's satisfaction within 14 days of the message Your representatives are wel aware of the mechanical condition of the arcraft from their visits to our facilites, therefore the is a more than far offer. We nacture your acceptance or reject= of this offer immediately, otherwise we will proceed with other potential purchasers. We look forward to receiving your response. EFTA01045771 Rob D. OiCastn President 8 CEO Royal Jet LLC On Oct 7. 2016. at 7:33 PM. barren Indyke wrote: Dear Claire: I have been instructed either to prepare a purchase agreement embodying the $17 main purchase price provided in my October 5 email to you or to termnate negotiations and withdraw Thomas World Ar. LLC's/Plan D. LLC's deposit. Please advise how you wish for me to proceed. Thank you. Regards. DARREN K. INDYKE DARKEN K. INDYKE. PLLC emM: The information contained in this communication is confidential. may be attcenerchent privileged. 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 proluteed 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 copses thereof, including all attachments. Copyright ot Darren K. Indyke. PLLC - 2016 Darren K. Indyke. PLLC —All rights reserved. On Oct 6. 2016. at 3:45 PM. Claire Brugirard wrote: Dear Darren, 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 8nagirard From: Darren Indyke Sent: Thursday, October 6, 2016 23:41 To: Oare Brugirard Cc: Larry; Nelson, Michael; Rob DiCasIn Subject: Re: BEU SN 30884 [COMERO.FID1503434) Dear Claire: Please confirm receipt of my email of yesterday's date and advise regarding the status of this matter. Thank you. Regards. DARREN K INDYKE DARREN K INDYKE. PLLC email The nformabon contained in this communicabro is oonklenbal. may be attomey-client privileged, and is intended only for the use of the addressee. his the properly of barren K. Indyke. PLLC. Unauthorized use. cksclosure or copying of this oornmunicabro or any part thereof is gIntity prohibited and may be unlawful. If you nave receved this communication in error, please notify us immeckately by return e-mad. and destroy this oommunicabon and all copies thereof. including all attachments. Copyright of Darren K Indyke. PUS -e 2016 Darren K. Inctyke. PUS —AI rights reserved. On On 5.2016. at 2:S7 PM. Darren Indyke .:1 > wrote: Dear Clare: Thank you for your attempt at a resdulion of this matter. If the purchase price is reduced to $17 million with the woodwork as is. then we can move forward. Otherwise. you may consider Thomas World Air. LLC's/Plan D. LLC's offer terminated and further negotiations with respect to the aircraft at an end. EFTA01045772 I apprecaste your quick response and wish you luck if you decide to proceed with others. Regards. DARREN K. INDYKE DARREN K. INDYKE. PLLC email: The information contained in this communication d confidential. may be attorney-client prMleged. 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 communication in error. please notify us immediately by return e-mail. and destroy this communication and all copies thereof. Including al attachments. Copyright of Darren K. Indyke. PLLC - O 2016 Darren K. Indyke. PLLC — All nghts reserved. On Oct 5. 2016. at 12:24 PM. Claire Brugirard wrote: Dear Darren, We have shared your message below with our leadership and are writing 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 Interior woodwork at a qualified shop located here in Abu Dhabi. Option B• 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 price 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 prepurchase 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 Bruglrard Sales Manager Ano Dlvbi. United Attnb lint From: Claire Brugirard Sent: Monday, October 3, 2016 7:21 PM To: Darren Indyke Cc: Larry; Nelson, Michael Subject: Re: SW SN 30884 (EC-MERO.FID1500434) Dear Dauer; Your email below has been shared with out senior management. They have a meeting this caning wednesday during which they will discuss this so I should have an answer by Wednesday evening our time which is Wednesday morning your time. Appreciate your patience and understanding. Thanks Best Regards, EFTA01045773  Claire Brugirard • From: Darren Indyke Sent: Thursday, September 29, 2016 20:04 To: Oaire Brugirard Cc: Larry; Nelson, Michael Subject Re: BEV SN 30884 [COMERO.F1015004341 Dear Claire: Thank you for your letter. We appreciate the spirit in which it was written. and we too would like to come to an understanding. However. as Me lawyer for the principal of Thomas World Air. LLC aid Plan D. LLC. I feel obliged to point out the following: 1. We received numerous photographs from you detailing Me interior of the aircraft. and none of those photographs showed any of the wear and tear that was immedialfey apparent upon a visual inspection of the interirt. 2. We were initafty sent documnets that reflected Me fact that one engine had only 4.400 hours on it and Me 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 Me Other engine has 12.400 hours on it. Thus. these engines have a total of 3.100 more hours on them than you 'Neely 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 price. In light of this. lam unsure how we should proceed. Candidly. my princcal is very disappointed both by the change in information able Me aircraft from that which was initially 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 recewed a bed to refinish the wood of approximately $1.25 million. 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 once which better reflects the true condition of the aircraft. However. Larry Visoski informs me that you have receive.] two other offers on the aircraft. and we w• understand if you wish to pursue Nose instead. Please let us know how you wish to proceed. Regards. DARREN K. INDYKE DARREN K. INDYKE. PLLC email: The information contained in this communication is confidential. may be attorney-client privileged, and is intended only for Me use of the addressee. It is Me property of Darren K. Indyke. PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is Mildly prohibited and may be unlawful. If you have received this communication in error. please nobfy us immediately by retum e-mail. aid destroy this communication and as copies thereof. including all attachments. Copyright of Darren K. Indyke. PLLC 2016 Darren K. Indyke. PLLC -Al rights reserved. On Sep 29. 2016. at 8:32AM. Claire Brugirard MMINIMMIEM , 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 preowned aircraft will always be subject to various individual and personal opinions and since it will be extremely difficult land 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 Te 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 JEli 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 jervaratiorOgrnids_o_in, and destroy this communication and all copies thereof. including all attachments. copyright -all rights reserved please note EFTA01045774 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 jcevacationingmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA01045775