EFTA02467009.pdf

From: jeffrey E. <jeevacation@gmail.com> Sent: Thursday, April 7, 2016 3:59 PM To: Larry Visoski Subject: Re: G550 #5070 - Plan D Offer (Seller Edit) 04-06-16 Sorry, my instructions were clear . No further contact . We are done . I =A0have great respect for Joe , I think your sellers have over played a ver= week hand . Maybe will meet on another plane in the future . Thank= On Thursday, 7 April 2016, Larry Visoski < From Frank Sent from my iP=one Begin forwarded message: <mailto > wrote: From: Frank Janik <fjanik@leas.=om <javascript:_e(%7B%7D=Jcvmr,ljanik@leas.comi);» Date: April 7, 2016 at 11:45:34 AM EDT To: =arry < <javascript: e(%7B%7D,scvml O139;);> > Cc: "Joseph=L. Carfagna Jr.' S=bject: RE: G550 #5070 - Plan D Offer (Seller Edit) 04-06.16 =br> Thanks Larry — we'll share with the seller =nd see if we can get some movement. Is the bigger issue the lack of =hem wanting to put funds in escrow so that in the event of Seller'= default the buyer can have direct access to cash and more easily get reimb=rsed? Warmest regards, Frank Janik Vice President - Transactions www.leas=com <http://www.leas.com/> EFTA_R1_01575747 EFTA02467009 =/u> From: Larry [mailto ;> Sent: Thursday, April 07, 2016 10:54 AM To: Frank Janik < Cc: Joseph L. Carfagna Jr. > &=t; Subject: Re: G550 #5070 - Plan D Offer (Seller Edit) 04-06-16=u> Frank and Joe, The changes are unacceptable. Knowing the unus=al state of affairs, along with your refusals to deal with clear and =robable risks, I have been instructed to discontinue any further disc=ssions. Thank you for trying, I wish you luck, Larry Sent from my iPad On Apr 7, 2016, at 10:01 AM, Frank Janik < > wrote: Hello Larry — Thank you for your comments to the Plan D Offer fo= G550 #5070. Please see our client's response to your change= in the attached REDLINE EDIT of Purchaser's Offer plus their comm=nts to your 5 main questions/requests below. Assuming you want to make additional changes to Seller's attached =dits, please continue to "Track Changes" so we can more ea=ily tell what you changed. Thanks. 1. We are OK with your n=ed for 10 days for the visual inspection. 2. ALL costs required to=register the aircraft in the US after a closing with Plan D will to be the=responsibility of the Purchaser. The Seller will cooperate with your=research and requirements for the issuance of 2 EFTA_R1_01575748 EFTA02467010 an Export C of A that enables the aircraft to be issued a US Certificate of Airworth=ness, BUT all costs and modifications of the Aircraft, it's engine=, APU, documents, etc. required for an Export C of A so that the Aircraft =s in compliance with US CofA requirements should be paid by Purchaser. 3. We agree the Delivery=Conditions should state that Aircraft should be free of any history of material damage and material corrosion. =AO We added the word "material" in front of damage in the =O1 and suggest that we keep it simple for now in the La and let the attor=eys better define the words "material damage" and =9Cmaterial corrosion" in the Purchase Agreement. 4. The concept of the Se=ler putting money into escrow to cover those Purchaser funds Seller uses o=t of escrow for inspection costs defeats the whole concept and appeal of y=ur deal. If Seller has to put money in escrow to cover these costs they might as well pay Gulfstream directly for the costs= If the transaction fails because of Seller's breach or beca=se correcting the discrepancies exceeds $2MM, the Seller will reimburse th= Purchaser the full purchase price amount but it cannot be held in escrow. S. We understand that th=re needs to be a consequence for a Seller breach or Seller's faili=g to deliver other than because the aircraft will cost more than $2MM to f=x; however, similar to 4. above the funds cannot come out of escrow as it defeats the whole concept and appeal of your deal. W= also agree in the case of such a breach of failure to deliver, Purchaser=E2 s out of pocket costs for the ARCS inspections and "other=E2 costs invested in the project by Purchaser should be reimbursed by the Seller, but Seller will need a way to limit and quantify=what costs it will be responsible for reimbursing. Rather than get t=o bogged down in the LOI trying to list exactly what costs are included an= how they are reimbursed, we suggest we press forward, and if we have a deal, we can provide further details in=the Purchase Agreement on what "other costs" paid by Purch=ser shall be reimbursed by Seller. OTHER Explanations: * Paragraph 4: We can get a formal Gulfstream Quot= that will include the Flat Rate Cost for the required inspections but it =ill be provided PRIOR to the Inspection and included as an Exhibit in the =urchase Agreement; however, there is no way to include a full out-the-door cost for all of the inspect=ons until Gulfstream starts the inspections as the total costs will be dep=ndent upon what Gulfstream finds during the Inspection. * We understand and agree to the concept of a "C=osing Deadline" but feel it would be better to tackle that concept=in the Purchase Agreement as it is unclear at this point how we would defi=e when the 30 days would start (after RTS, after Inspection completion, after export CofA issued, etc.?) or if 3= days is the right number. Warmest regards, Frank Janik 3 EFTA_R1_01575749 EFTA02467011 Vice President - Transactions www.leas.com <http://www.leas.com> Original Message From: Larry Visoski imailto Sent: Monday, April 04, 2016 9:58 PM To: Frank Janik C );» Subject: G550 serial 5070 Joe and Frank, ;»; Joseph L. We have reviewed the LOI and need to make some revisions, which are refl=cted on the attached document. The main ones are discussed below:=/u> 1. We will need 10 days =or the visual inspection as my schedule is fairly tight right now.<=> 2. As this is an Isle of=Man registered aircraft that would ultimately be registered in the US afte= a closing with Plan D, the Aircraft must as a delivery condition be fully=compliant with all requirements for issuance of a US Certificate of Airworthiness. An Export C of A should be required=at delivery and the costs of bringing the Aircraft, its engines, apu and d=cuments in compliance with US C of A requirements should be borne by Selle=. Those requirements should be included within the definition of Discrepancies. 3. As part of the Delive=y Conditions, the Aircraft should be free of any history of damage and mat=rial corrosion. 4. In order to ensure th=t Buyer will be able to receive its full escrowed payment of the entire Pu=chase Price if Seller does not deliver, the Seller will have to put an add=tional amount in Escrow to cover the amount of the "Non-Refundable Deposit" that it will use to pay for inspe=tion costs and corrections. If the transaction 4 EFTA_R1_01575750 EFTA02467012 fails because of Sell=r's breach or because correcting the discrepancies exceeds $2MM, t=ere needs to be a way to ensure that Purchaser's payment of the full purchase price in escrow can be recovered. 5. There also needs to b= a consequence for a Seller breach or Seller's failing to deliver =ther than because the aircraft will cost more than $2MM to fix. In c=se of such a breach of failure to deliver, Purchaser's out of pock=t costs for the ACRS inspections and any consultants, pilots, or professiona=s it must hire in order to get this transaction closed expeditiously shoul= be reimbursed by the Seller. Please get back to me after you have reviewed this with Seller, Thank yo=. Regards, Larry <G550 #5070 - Plan D Offer (Buyer) 04-04-16.d=cx> <G550 #5070 - Plan D Offer (Seller Edit) 04.0=-16.docx> =AO please note The information=contained in this communication is confidential, may be attorney-client=privileged, may constitute inside information, and is intended only for=br>the use of the addressee. It is the property of JEE Unauthorized =se, disclosure or copying of this communication or any part thereof is =trictly prohibited and may be unlawful. If you have received this co=munication in error, please notify us immediately by return e-mail or b= e-mail to jeev=cation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies the=eof, including all attachments. copyright -all rights reserved 5 EFTA_R1_01575751 EFTA02467013