Best Regards, Claire Brugirard From: Darren Indyke Sent: Wednesday, September 21, 2016 22:26 To: Claire Brugirard Subject: Re: BBJ SN 30884 [CC-MERO.FID1S00434] Received. I can be available. What time? Sent from my iPhone On Sep 21, 2016, at 2:17 PM, Claire Brugirard < Dear Darren Can you kindly confirm you have received the email below? > wrote: Would you be available for a conference call tomorrow (thursday) morning NYC time in order to discuss a few points? Best Regards, Claire Brugirard From: Nelson, Michael Sent: Tuesday, September 20, 2016 18:34 To: Darren Indyke Cc: Ashok Kumar; Fahad Wali; Claire Brugirard; Husham Osman; Larry; Tebbit, Oliver; Marrinan, Joseph Subject: RE: BB] SN 30884 [CC-MERO.FID1500434] EFTA00815366
Dear Darren, Further to the emails below, please find attached a revised draft of the Aircraft Purchase Agreement (in clean and red-line). The revised draft remains subject to the further comments of Royal Jet. Please note the following points, on which we'd be grateful for your input: 1. FAA registration: There are a number of points which deal with FAA registration. Specifically, section 2(a)(v) in relation to ADs and section 2(a)(vii) in relation to the Export C of A. From Royal Jet's perspective, they do not wish to expose themselves to unknown costs if it is deemed by the FAA that modifications are required to the aircraft in order for it to be registerable with the FAA. We think it would be helpful for the parties to discuss — from a technical perspective — what the practical issues might be (if any). From Royal Jet's perspective, they are selling a UAE registered aircraft and they do not know if FAA rules and regulations impose additional requirements for registration of the aircraft with the FAA (that is something that Royal Jet would expect the Purchaser to be responsible for). 2. Inspection Facility: The Inspection Facility is named as Stambaugh Aviation in Brunswick, Georgia. Is that facility authorised to inspect and work on UAE registered aircraft? 3. Relocation costs: The Purchaser is to pay for the relocation costs of the aircraft to Brunswick, Georgia. Royal Jet assumes that, if the Purchaser does not accept the aircraft when tendered for delivery in the Delivery Condition, the Purchaser will be responsible for the relocation costs of the aircraft back to the UAE. Further, Royal Jet assumes that the Purchaser will be responsible for the relocation costs of the aircraft to Wilmington, Delaware. However, the Aircraft Purchase Agreement does not deal with those points and we'd be grateful for your confirmation that is commercially agreed and that the Aircraft Purchase Agreement will be amended accordingly. 4. Relocating to Wilmington, Delaware for closing: We note that it is intended that the aircraft is relocated to Wilmington, Delaware from Brunswick, Georgia for closing following the inspection and potential rectification of any discrepancies in Brunswick, Georgia. Whilst we understand that may be necessary for tax reasons, Royal Jet would need comfort that there will be no re-inspection of the aircraft and that any incidents that might occur on that relocation flight will not prevent the Purchaser closing. Currently, the Aircraft Purchase Agreement does not deal with that point specifically. Further, if there are any logistical solutions which might reduce or eradicate this problem then Royal Jet would be interested to discuss them. 5. Escrow Agent fees: The fees of the Escrow Agent seem high. Can you please confirm whether those costs relate to dealing with the closing of the sale and purchase of the aircraft only or whether they also cover the registration of the aircraft with the FAA (which Royal Jet would not expect to be responsible for the costs of). EFTA00815367
We look forward to hearing from you. Kind regards, Mike Michael Nelson Senior Associate I Clyde & Co Direct Dial: <image001.pne PO Box 7001 1 Rolex Tower I Sheikh Zayed Road I Dubai. UAE Main Iwww.clydoco.com Follow us on twitter gAviationClydeCo Airline Economics Law Finn of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Claire Brugirard [mailto: Sent: 16 September 2016 10:32 To: Darren Indyke; Nelson, Michael; Husham Osman Cc: Ashok Kumar; Fahad Wali; Larry Subject: FW: BB) SN 30884 Importance: High Dear Darren, Thank you for sending through the draft purchase agreement. I am putting in the loop our lawyer, Mr Michael Nelson from Clyde & Co and Mr Husham Osman, our Director Technical in order to assist with the missing information. I believe that some info has already been provided but for some reason some of the emails did not go through. EFTA00815368

