From: Alireza Ittihadieh < To: jeffrey E. <jeevacationagmail.com> Subject: Re: Sent Saturday, November 15, 2014 10:11:27 PM Your advisor seems to be in the past, a U.S. Born Aircraft doesn't need a Export CofA to return to the U.S. Register. Only de-Registration from Bermuda. Export C of A's is a thing of the past Alireza ITTIHADIEH On 15 Nov 2014, at 16:50, jeffrey E. <jccvacationaentail com> wrote: Seller wants us to indemnify Seller for post Delivery operating costs or liabilities (not sure why we should have to) and wants us to add Seller and its recent owners and financiers as Additional Insureds on our policy for 2 years following the closing. ?? F. One of the provisions in the Agreement says that Seller will "transfer or procure the transfer, by way of the issue to the Buyer of a full warranty bill of sale, the full legal, equitable and beneficial, good and marketable title, to the Aircraft to the Buyer at delivery free of all liens and encumbrances" See 'Title' on page 3 of the draft. English drafting is always horrible, but does the fact that they need to include a provision to "procure the transfer" mean that Seller is not the current owner of the Aircraft? lwe want to contract directly with the owner G. English law is said to apply to this transaction. no purchase price from $26,500,000 to $25,000,000. B. Consistent with your prior email which stated that we would pay $2MM if we walked away without any reason (i.e., not related to any failures by Seller), reduced the second deposit from $1.5 MM to $1 MM, so that together with the first deposit of $1 MM, the total transaction deposit will be $2 MM. C. I expanded the list of what constitutes "Records" of the Aircraft. D. I fine tuned some of the language for the Delivery Condition in which Seller is required to deliver the Aircraft - see Page 4 - and added a requirement that there be no history of any accidents, and the requirement specificaly as part of the Delivery Condition,