EFTA00796130.pdf

Gulfstream PRODUCT SUPPORT PROPOSAL Prepared for Presented by Gulfstream G550 Serial Number 5173 Rusty Cramer Registration Number N212JE Regional Sales Manager. Gulfstream Aerospace Plan D, LLC Mr. Lawrence Visoski Justin Stafford Regional Sales Manager. Gulfstream Aerospace Gulfstream Proposal # 7043611 ROO 13 April 2018 EFTA00796130  TABLE OF CONTENTS PART I. Workscope Description 3 A. Interior Refurbishment 3 B. Avionics Cabin Electronics 4 C. Mechanical 5 D. Paint 5 PART II. Contingencies and Assumptions of Proposal Offer 6 A. Estimated Leadtime 6 B. Estimated Downtime 6 C. Pricing and Scheduling Terms 6 D. General Contingencies 7 E. Addendum to Proposal and Work Authorization Terms and Conditions 8 PART III. Payment Terms and Remittance Instructions 9 PART IV. Executive Summary and Proposal Acceptance 10 EFTA00796131  ID o 7043611 R00 I Sr (a' 13 April 2018 Gulfstream G550 Serial Number 5173 l . . e);n Plan D, LLC PART I. Workscope Description A. INTERIOR REFURBISHMENT 1. Interior Modifications 1.1 Interior Warranty Consideration Items Warranty Consideration The following items will be addressed under warranty consideration. • Tray tables have gaps when in open position. • Aft lavatory mirror light cover is loose. • Co-pilot 02 mask microphone is intermittent. 1.2 Interior Evaluation at Input Items Evaluate at Input The following items will be evaluated upon aircraft input. Resolution and pricing will be discussed with Customer. • All tray pull-out tables not working properly. • Latches are rattling. • Evaluate pocket door operation. • Sink drain and handle are loose. • Forward crew coffee maker outlet is imp. 1.3 Veneer Aft Lavatory and Pocket Door $43,064 The aft pocket and aft Lavatory door will be removed from the aircraft. The existing veneer and the "vacant/occupied" sign will be removed from the forward side of doors and recovered in same type veneer. Several coats of clear finish will be applied and buff polished to desired sheen. Notes: • The surrounding veneer, wood, and finish are susceptible to changes prompted by exposure to time, light, heat, etc. Slight variations in colors and/or grain patterns will occur and are beyond the control of Gulfstream. • The original log veneer is no longer available so grain patterns and color will be different. • If the vacant / occupied sign is connected to other operations it will be resolved on a time and material basis. 1.4 Recover PSU and Valance $32,851 The existing cabin left hand and right-hand PSU panels and upper valance panels will be removed stripped of their present foam and fabric coverings, re-foamed and recovered in new Customer approved Ultraleather material. The painted portions of the PSU panels will be repainted to match the new decor. The existing up wash, down wash, and light lens covers will be retained unless specified otherwise. Note: Interior R&R is included in quoted price. 1.5 Recover Lower Sidewalls $18,237 The cabin lower sidewall panels, not associated with the Modify Partial Ledge item on this proposal, will be removed, stripped, re-foamed and recovered in new Customer approved fabric. Notes: • This item to be done in conjunction with the ledge / Dado panel modification item on this proposal. • Interior R&R is included in quoted price. Page 3 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Apia 03.2018 EFTA00796132  ID # 7043611 R00 OW fa' 13 April 2018 .Alst maw (. le") ) 0 Gulfstream G550 Serial Number 5173 •T • - Plan D, LLC PART I. Workscope Description (Continued) A. INTERIOR REFURBISHMENT (Continued) 1. Interior Modifications (Continued) 1.6 Modify Partial Ledge and Dado Panels $58,661 The ledge and lower sidewall will be modified by removing the curved area at the left and right-hand No. 3 seat area and replacing with a straight ledge and lower sidewall section. The modified mid-cabin ledges will be veneered, finished and buff polished to desired sheen. The associated modified lower sidewalls will be covered in customer approved fabric. Notes: • The surrounding veneer, wood, and finish are susceptible to changes prompted by exposure to time, light, heat, etc. Slight variations in colors and/or grain patterns will occur and are beyond the control of Gulfstream. • The original log veneer is no longer available so grain patterns and color will be different. • No carpet work is intended or included in this item. • Options for re-veneering the remaining ledges will be discussed with Customer upon aircraft input. B. AVIONICS / CABIN ELECTRONICS 2. Cabin Electronics 2.1 LED Wash Lighting System Upgrade $65,074 The existing 5800 series LED light assemblies installed throughout the cabin, forward and aft lavatories will be removed and replaced with 7801 series LED light assemblies. The dimmer modules and light clips will also be replaced to accommodate this upgrade, where applicable. New Components: Eighteen (18) 30-inch Warm LED Light Assemblies (Cabin) - B/E Aerospace Twenty-Four (24) 28.5-inch Warm LED Light Assemblies (Cabin) - B/E Aerospace Eight (8) 12-inch Warm LED Light Assemblies (Cabin) - B/E Aerospace Three (3) 10.5-inch Warm LED Light Assemblies (Cabin) - B/E Aerospace Six (6) 10.5-inch Neural LED Light Assemblies (Aft Lavatory) - B/E Aerospace Two (2) 9-inch Neutral LED Light Assemblies (Forward Lavatory) - B/E Aerospace Four (4) Dimmer Modules - B/E Aerospace Various Miscellaneous Hardware Certification: This modification will be engineering approved and documented on an FAA Form 337. Notes: • Interior access is predicated on concurrent selection of the PSU / Valance Panel Recover provided as a separate item within this proposal. • Galley florescent light replacement is not included in this proposal. • Item pricing is for replacement of the existing lighting up to the amount listed in the "New Components" section. Additional lighting (if required) would be addressed on a time and material basis or quoted separately on a Work Change Request (WCR). • It is Gulfstream's intent to retain the existing light switching functionality for this installation. • Light lenses modifications are not included and, if required, will be completed on a time and material basis. • The new lighting system will comply with FAR part 25 requirements. • Lighting not mentioned in this proposal will be retained as is. Page 4 of 12 This proposal is confidential between Gulfstream and the Customer. DJP;krb Return to Table of Contents GAC Rev. Ape' 03.2018 EFTA00796133  ID is 7043611 ROO 13 April 2018 Gulfstream G550 Serial Number 5173 Plan D, LLC PART I. Workscope Description (Continued) C. MECHANICAL Not Requested D. PAINT Not Requested Page 5 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Apia 03.2018 EFTA00796134  ID a 7043611 R00 — Now ow I - 13 April 2018 Gulfstream G550 Serial Number 5173 ).. 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, (-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 G550 aircraft, Serial Number 5173 Registration Number N212JE ("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) 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 Customers 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 6 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Apia 03.2018 EFTA00796135  ID o 7043611 ROO 13 April 2018 IS1Mali 1 ( -1 i ) )0 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's 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© 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 PlaneParts© 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 7 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Ape! 03.2018 EFTA00796136  ID # 7043611 ROO 13 April 2018 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 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 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 8 of 12 This proposal is confidential between Gulfstream and the Customer. DJP krb Return to Table of Contents GAC Rev. April 03.2018 EFTA00796137  ID # 7043611 ROO ( d CS1 CX pot 0 ' NW 0 () 13 April 2018 Gulfstream G550 Serial Number 5173 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 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: M. =stream Aerospace Corporation Box 730349 14800 Frye Road Gulfstream Aerospace Corporation JP Morgan Chase Bank, NA 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 9 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Apnl 03.2018 EFTA00796138  ID # 7043611 R00 13 April 2018 I ~ttlhel 11:1111 (! 1" 1y e y ( 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 USD Accent Decline tenor Modifications 1.1 Interior Warranty Consideration Items See Item 1.2 Interior Evaluation at Input Items See Item 1.3 Veneer Aft Lavatory and Pocket Door $43,064 1.4 Recover PSU and Valance $32,851 1.5 Recover Lower Sidewalls $18,237 1.6 Modify Partial Ledge and Dado Panels $58,661 B. AVIONICS CABIN ELECTRONICS bin Electronics LED Wash Lighting System Upgrade $65,074 C. MECHANICAL D. PAINT QUOTED WORKSCOPE TOTAL BASED ON CUSTOMER ACCEPTED ITEMS $0 'Default value is set to SO until Customer selections have been made above. 1 Material Allowances (USD) Veneer - All $50 / SF Uftraleather - All $115 / YD Fabric — Lower Sidewalls $230 / YD 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). Page 10 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Apra 03.2018 EFTA00796139  ID # 7043611 ROO 13 April 2018 Cnllklmnni ex 55(). . . Gulfstream G550 Serial Number 5173 Plan D, LLC PART IV. Executive Summary and Proposal Acceptance (Continued) Shedule Planning Estimated Days Estimated Leadtime' 60 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. 'Note: Estimated leadtime is predicated on typical BE Aerospace LED orders, and leadtime may be reduced based on current parts availability. Estimated Downtime2 20 - 25 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. •put Facility at 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. to 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 aclas1 r Items 1.4 and 2.1 must be selected concurrently. Page 11 of 12 This proposal is confidential between Gulfstream and the Customer. alPikrb Return to Table of Contents GAC Rev. Apnl 03.2018 EFTA00796140  ID # 7043611 R00 13 April 2018 Gulfstream G550 Serial Number 5173 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: 19VgA r rna, Name: Name: Rusty Cramer Title: Title: Regional Sales Manager, Product Support Sales Date: Date: 13 April 2018 Please complete and return all pages of PART IV via fax (+1-912-963-0248) or email Page 12 of 12 This proposal is confidential between Gulfstream and the Customer. DJP/krb Return to Table of Contents GAC Rev. Apia 03.2018 EFTA00796141  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 EFTA00796142 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