Exhibit 10.26




Table of Contents




Exhibit 10.26


SUPPLEMENTAL AGREEMENT NO. 14 


to 


Purchase Agreement No. 2910 

between 

THE BOEING COMPANY 

and 

GAC INC. 


Relating to Boeing Model 737-8EH Aircraft 


THIS SUPPLEMENTAL AGREEMENT, entered into as of the 29th day of September 2008, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC INC.,
a company organized under the laws of the Cayman Islands (Buyer); 

 WITNESSETH: 


     WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 2910, dated 17 May 2004, as amended and supplemented (the Agreement) relating to the purchase and sale of fifteen (15) Boeing Model 737-8EH aircraft; and 


     WHEREAS, Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement, and 


     WHEREAS, Boeing and Buyer have agreed to amend the Agreement in order to incorporate the additional new Exhibit A3 aircraft configuration documentation that will apply to model 737-700 aircraft that may be added to this
Agreement in substitution for earlier firm contracted model 737-800 aircraft. 


     WHEREAS, Boeing and Buyer have also agreed to amend the Agreement to incorporate certain other changes as may be described herein; 


     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to amend the Agreement as follows: 











1. Table of Contents. 


     Remove and replace, in its entirety, the Table of Contents with a new Table of Contents (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 14 (SA-14) into the Purchase Agreement.



2. Tables.  


     2.1 Remove and replace Table 4 with the new Table 4 (attached hereto) in order to reflect the deletion of the July 2009 model 737-800 aircraft. 


     2.2 Add the new Table 7 (attached hereto) in order to reflect Buyer's decision to substitute a July 2009 model 737-700 in lieu of an earlier firm contracted July 2009 model 737-800 aircraft. 


3. Exhibits. 


     3.1 Add  the new Exhibit A3, Aircraft Configuration (GOT 737-700), which Buyer has approved and agrees will apply to any model 737-800 aircraft  that is to become a model 737-700 under the terms and conditions of Letter
Agreement No. 6-1162- DME-1106R1, Aircraft Model Substitution. 


4. Letter Agreements. 


     4.1 Remove and replace page 11 of the Letter Agreement no. 6-1162-DME-0824R2, Special Matters, with the new page 11 (attached hereto) in order to clarify Item 14(c)  addressing the Special Boeing Allowance to be
provided to Buyer per the terms and conditions described therein. 


     4.2 Remove and replace page 1, page 2, and page 3 of the Letter Agreement No. 6-1162-DME-1104, Banded Fixed Escalation Program, with the new page 1, page 2, and page 3, (attached hereto) to reflect the Buyer's decision and provision to Boeing of written notification that the applicability of the terms and
conditions of this letter agreement will be for the Table 5 and Table 6 aircraft only. 


     4.3 Add the new Letter Agreement No. 6-1162-DME-1106R1, Aircraft Model Substitution, (attached hereto) with its expanded applicability to now also include Buyer's ability to make substitution of an Aircraft to
become an (a) Varig configuration model 737-800 aircraft, a (b) Varig configuration model 737-700 aircraft, or a (c) GOL configuration model 737-700 aircraft. 


     4.4 incorporate, by reference, the previously agreed upon stand-alone Letter Agreement No. 6-1162-DME-1111R1, SA-13 – Delayed Advance Payment due upon Execution, dated  21 December 2007, relating to the
non-refundable nature of and delayed receipt by Boeing of certain advance payment amounts. 











Boeing's labor contract renewal date with its principal employee union expired at midnight on September 3, 2008. After a 48 hour mediation effort, the IAM initiated a strike on September 6, 2008. (IAM Action) The Customer acknowledges that (i) the
obligations of Boeing described in this Supplemental Agreement are premised upon Boeing's manufacturing capability prior to the IAM Action; and (ii) delay in the performance of any obligation of Boeing under this Purchase Agreement resulting from
such a strike or labor action is an excusable delay under the provisions of Article 7 of the AGTA. 


The Purchase Agreement, Exhibits and Letter Agreements shall be deemed amended to the extent herein provided and as so amended shall continue in full force and effect. In the event of any inconsistency between the above provisions and those
provisions contained in the Purchase Agreement, the terms of this Supplemental Agreement will govern and control. 


EXECUTED IN DUPLICATE as of the day and year first above written. 


THE BOEING COMPANY 

By /s/ [Unreadable]



 Its       Attorney-In-Fact      

GAC INC.

By    /s/ Henrique Constantino          Witness    /s/ Anna Cecilia Bettencourt     

  Its       Henrique Constantino                               Anna Cecilia Bettencourt

                                                                            Diretora de Tesouraria 

 








 

					
	 TABLE OF CONTENTS 
	 SUPPLEMENTAL 

      AGREEMENT 

      NUMBER 
	 	 	 	 	 
	 	 	 	 	 
	ARTICLES 	 	 	 	 
	1. 	 	Quantity, Model and Description 	 	 
	2. 	 	Delivery Schedule 	 	 
	3. 	 	Price 	 	 
	4. 	 	Payment 	 	 
	5. 	 	Miscellaneous 	 	 
	TABLE 	 	 	 	 
	1. 	 	Aircraft Information Table 1 (Block 1 aircraft)	 	SA-13 
	2. 	 	Aircraft Information Table 2 (Block 2 aircraft)	 	SA-12 
	3. 	 	Aircraft Information Table 3 (Block 3 aircraft)	 	SA-11 
	4. 	 	Aircraft Information Table 4 (Block 4 aircraft)	 	SA-14 
	5. 	 	Aircraft Information Table 5 (Block 5 aircraft)	 	SA-13 
	6. 	 	Aircraft Information Table 6 (Block 6 aircraft)	 	SA-13 
	7. 	 	Aircraft Information Table 7 (Block 7 aircraft)	 	SA-14 
	EXHIBIT 	 	 	 	 
	A. 	 	Aircraft Configuration (GOT 737-800)	 	SA-5 
	A2. 	 	Aircraft Configuration (GOT 737-800 w/O/H stowage)	 	SA-10 
	A3. 	 	Aircraft Configuration (GOT 737-700)	 	SA-14 
	B. 	 	Aircraft Delivery Requirements and Responsibilities 	 	 
	SUPPLEMENTAL EXHIBITS 	 	 
	AEI . 	 	Escalation Adjustment/Airframe and Optional Features 	 	SA-5 
	BFE1. 	 	BFE Variables 	 	SA-13 
	CS1. 	 	Customer Support Variables 	 	 
	EEl. 	 	Engine Escalation/Engine Warranty and Patent Indemnity 	 	 
	SLP1. 	 	Service Life Policy Components 	 	 













					
	 	 	 	 	SUPPLEMENTAL 

AGREEMENT 

NUMBER 
	LETTER AGREEMENTS 	 
	 	
	 	 
	 		 
	 
	      2910-01 	 	Customer Software 	 	 
	      2910-02 	 	Spares – Flight Crew Training Spare Parts Support 	 	 
	      2910-03 	 	Spares – Initial Provisioning 	 	 
	 
	      6-1162-DME-0706R4 	 	Purchase Rights 	 	SA-13 
	      6-1162-DME-0707R1 	 	Advance Payment Matters 	 	SA-13 
	      6-1162-DME-0708 	 	Technical Matters 	 	 
	      6-1162-DME-0710 	 	Performance Guarantees 	 	SA-10 
	      6-1162-DME-0711 	 	Promotional Support 	 	 
	      6-1162-DME-0712 	 	Special Matters 	 	SA-5 
	      6-1162-DME-0713 	 	Tailored Weight Program 	 	 
	      6-1162-DME-0714 	 	Demonstration Flight Waiver 	 	 
	      6-1162-DME-0824R2 	 	Special Matters 	 	SA-14 
	      6-1162-DME-0825 	 	Market Risk - Escalation 	 	SA-10 
	     6-1162-DME-0841 	 	Certain 2006 Aircraft Deliveries - Advance Payment Matters 	 	SA-7 
	      6-1162-DME-0867 	 	Short-Term Payment Deferral - Signing of SA-7 	 	SA-7 
	      6-1162-DME-1104 	 	Banded Fixed Escalation Program 	 	SA-14 
	      6-1162-DME-1106R1 	 	Aircraft Model Substitution 	 	SA-14 
	      6-1162-DME-1107 	 	Promotional Support Agreement - Varig 	 	SA-13 
	     6-1162-DME-1111R1 	 	SA-13 - Delayed Advance Payment Due Upon Execution 	 	SA-14 




				
	RECORD OF SUPPLEMENTAL AGREEMENTS 
	 
	SA-1 	16 
	July 	2004 
	SA-2 	20 
	January 	2005 
	SA-3 	07 
	March 	2005 
	SA-4 	24 
	March 	2005 
	SA-5 	25 
	July 	2005 
	SA-6 	26 
	August 	2005 
	SA-7 	18 
	November 	2005 
	SA-8 	17 
	February 	2006 
	SA-9 	13 
	March 	2006 
	SA-10 	19 
	October 	2006 
	SA-11 	24 
	October 	2006 
	SA-12 	28 
	February 	2007 
	SA-13 	17 
	December 	2007 
	SA-14 	________
	________	2008 














Supplemental. Agreement No. SA-14 

Table 4 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and Advance Payments 

											
	Airframe Model/MTOW: 	 	737-800 	 	155.500 	 	Detail Specification: 	D019A001GOT38P (6/21/2006)
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	 	Airframe Price Base Year/Escalation Formula: 	 	jul/06 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	$64.491.000 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	Optional Features: 	 	 	 	$672.500 	 	 	 	 	 	 
	 		 		 		 		 		 
	Sub-Total of Airframe and Features: 	 	$65.163.500 	 	Airframe Escalation Data: 	 	 	 	 
	Engine Price (Per Aircraft): 	 	 	 	$0 	 	Base Year Index (ECI): 	 	180,3 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	$65.163.500 	 	Base Year Index (CPI): 	 	195,4 
	 		 		 		 		 
	Buyer Furnished Equipment (BFE) Estimate: 	 	$1.418.000 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	$0 	 	 	 	 	 	 
	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	$100.000 	 	 	 	 	 	 




	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	Delivery 

      Date 	Number of 

      Aircraft 	Escalation 

      Factor 

      (Airframe)	 	 	Escalation Estimate 

      Adv Payment Base 

      Price Per A/P 	At Signing 

      1% 	24 Mos, 

      4% 	21/18/12/9/6 

      Mos. 5% 	Total 30% 
	set-2009 	1 	1.0896 	 	 	$71,002,000 	$610,020 	$2,840,080 	$3,550,100 	$21,300,600 
	out-2009 	1 	1.0918 	 	 	$71,146,000 	$611,460 	$2,845,840 	$3,557,300 	$21,343,800 
	nov-2009 	1 	1.0939 	 	 	$71,282,000 	$612,820 	$2,851,280 	$3,564,100 	$21,384,600 
	dez-2009 	1 	1.0971 	 	 	$71,491,000 	$614,910 	$2,859,640 	$3,574,550 	$21,447,300 
	jan-2009 	1 	1.1004 	 	 	$71,706,000 	$617,060 	$2,868,240 	$3,585,300 	$21,511,800 
	mai-2009 	2 	1.111 	 	 	$72,397,000 	$623,970 	$2,895,880 	$3,619,850 	$21,719,100 
	jun-2009 	2 	1.1136 	 	 	$72,566,000 	$625,660 	$2,902,640 	$3,628,300 	$21,769,800 
	jul-2009 	2 	1.1158 	 	 	$72,709,000 	$627,090 	$2,908,360 	$3,635,450 	$21,812,700 
	abr-2009 	1 	1.1404 	 	 	$74,312,000 	$643,120 	$2,972,480 	$3,715,600 	$22,293,600 
	jun-2009 	1 	1.1456 	 	 	$74,651,000 	$646,510 	$2,986,040 	$3,732,550 	$22,395,300 
	out-2009 	1 	1.1556 	 	 	$75,303,000 	$653,030 	$3,012,120 	$3,765,150 	$22,590,900 
	fev-2009 	1 	1.168 	 	 	$76,111,000 	$661,110 	$3,044,440 	$3,805,550 	$22,833,300 





Page 1 









Supplemental Agreement No. SA-14 Table 4 to 

Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and Advance Payments 

	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	Delivery 

      Date 	Number of 

      Aircraft	Escalation 

      Factor 

      (Airframe)	 	 	Escalation Estimate 

      Adv Payment Base 

      Price Per A/P 	At Signing 

      1% 	24 Mos. 

      4% 	21/18/12/9/6 Mos. 

      5% 	Total 

      30% 
	mar-2012 	1 	1.1707 	 	 	$76,287,000 	$662,870 	$3,051,480 	$3,814,350 	$22,886,100 
	abr-2012 	1 	1.1739 	 	 	$76,495,000 	$664,950 	$3,059,800 	$3,824,750 	$22,948,500 
	mai-2012 	1 	1.1766 	 	 	$76,671,000 	$666,710 	$3,066,840 	$3,833,550 	$23,001,300 
	jun-2012 	1 	1.1792 	 	 	$76,841,000 	$668,410 	$3,073,640 	$3,842,050 	$23,052,300 


										
	Total: 	19 	 	 	 	 	 	 	 	 





Page 2 










Supplemental Agreement SA-14 

Table 7 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and Advance Payments 

											
	Airframe Model/MTOW: 	 	737-700 	 	133.000 	 	 	 	 
	 	 	 	 	 	 	Detail Specification: 	 	D019A001-K (3/2/2007)
	Engine Model/Thrust: 	 	CFM56-7B22 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Airframe Price Base Year/Escalation Formula: 	 	ju1/06 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	$52.361.000 	 	Engine Price Base Year/Escalation Formula: 	 	 N/A 	 	N/A 
	Optional Features: 	 	 	 	$733.400 	 	 	 	 	 	 
	 		 		 		 		 		 
	Sub-Total of Airframe and Features: 	 	$53.094.400 	 	Airframe Escalation Data: 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Engine Price (Per Aircraft): 	 	$0 	 	Base Year Index (ECI): 	 	180,3 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	$53.094.400 	 	Base Year Index (CPI): 	 	195,4 
	 		 		 		 		 
	Buyer Furnished Equipment (BFE) Estimate: 	 	$1.325.000 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	$0 	 	 	 	 	 	 
	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	$95.000 	 	 	 	 	 	 




	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	Delivery 

        Date 	Number of 

        Aircraft 	Escalation 

        Factor 

        (Airframe)	 	 	Escalation Estimate 

        Adv Payment Base 

        Price Per A/P 	At Signing 

        1% 	24 Mos. 

        4% 	21/18/12/9/6 Mos. 

        5% 	Total 

        30% 
	jul-2009 	1 	1.0763 	 	 	$57,146,000 	$476,460 	$2,285,840 	$2,857,300 	$17,143,800 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


										
	Total: 	1 	 	 	 	 	 	 	 	 














  AIRCRAFT CONFIGURATION 

between 

THE BOEING COMPANY 

and 

GAC INC. 


Exhibit A3 to Purchase Agreement Number 2910 

relating to 

BOEING MODEL 737-7EH AIRCRAFT 


(GOT 737-700) 


A3 










Exhibit A3 to 

Purchase Agreement No. 2910 


AIRCRAFT CONFIGURATION 

Dated: __August 2008 

relating to 

BOEING MODEL 737-7EH AIRCRAFT 


(GOT 737-700) 


     The Detail Specification is D019A001GOT37P-1, dated TBD*. Such Detail Specification will be comprised of Boeing Configuration Specification No. D019A001-K, dated 02 March 2007 as amended to incorporate the
Options listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019A001GOT37P-1. As soon as practicable, Boeing will furnish to Buyer copies of the
Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller
Purchased Equipment. 


* Detail Specification D019A001GOT37P-1 expected availability 01 December 2008 


A3 









			
	Exhibit A3-R1_737-700_SA-14 	BOEING PROPRIETARY 	9/10/2008-18:27 




	CR 	 Exhibit A3-R1 to Purchase Agreement 2910 

      GOT 737-700 

      Title 	2006 $ 

      Price 

      Per A/C 
	0110-000026 	MINOR MODEL 737-700 PASSENGER AIRPLANE 	IB 
	0110-000030 	MAJOR MODEL 737 AIRPLANE 	IB 
	0170A213B33 	FLIGHT DECK - 2 OBSERVERS 	$33,900 
	0170A244C58 	SERVICING FEATURES - BASIC 	-$3,200 
	0170A425A75 	AVIONICS - SINGLE FMC WITH MULTI-CONTROL DISPLAY UNIT 	$61,300 
	0170A541A14 	AIRFRAME - 737-700 	IB 
	0170B401A73 	CLIMATE - NORMAL WEATHER OPERATIONS 	-$3,200 
	0170B871A29 	LAVATORY AFT COMPLEX - TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS 	$339,000 
	0170B871A31 	GALLEY AFT COMPLEX - G4B GALLEY - DOMED AFT BULKHEAD (BASELINE)	$78,300 
	0170B871A35 	FORWARD COMPLEX - MINIMUM GALLEY CAPACITY 	$256,700 
	0170C204A96 	     CARGO LINERS- HEAVY DUTY - FORWARD 	-$3,200 
	0170C204A99 	CARGO LINERS- HEAVY DUTY- AFT 	-$3,200 
	0170C221A13 	     CERTIFICATION - BASIC 	IB 
	0170C939A02 	COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF 	$163,300 
	0220CO28L22 	TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - 737-700 - GOT 	NC 
	0224-000036 	EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)	$10,100 
	0228A086A39 	AIRPLANE FLIGHT MANUALS - REVISION - TO IMPROVE LANDING PERFORMANCE OF AIRCRAFT ON WET GROOVED OR POROUS FRICTION COARSE RUNWAYS. 	$3,600 
	0228A229A17 	BRAZILIAN CTA SUPPLEMENT TO THE FAA APPROVED AIRPLANE FLIGHT MANUAL 	NC 
	0228B393A68 	     AIRPLANE FLIGHT MANUAL 	NC 
	0252B299A36 	INSTRUMENTATION, AIRPLANE AND FUEL MEASURING STICK MANUALS IN METRIC UNITS - TEMPERATURE IN DEGREES CELSIUS	NC 
	0315B393A65 	CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 737-700 	NC 
	0351C028L25 	TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS 	$15,400 
	1110C724Y99 	EXTERIOR NON-REGULATORY MARKINGS 	NC 
	1110C724Z00 	EXTERIOR REGULATORY MARKINGS AND COLOR SCHEME 	NC 
	1130B637X54 	LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS - BILINGUAL - POUNDS PER SQUARE FOOT AND KG PER SQUARE METER - (PORTUGUESE/ENGLISH)	NC 
	1130C724Z04 	LIGHTED SIGNS 	NC 
	1130C724Z06 	INTERIOR PLACARDS AND MARKERS 	NC 
	2130-000010 	600 FPM CABIN PRESSURE ASCENT RATE 	NC 
	2130-000012 	350 FPM CABIN PRESSURE DESCENT RATE 	NC 
	2170-000021 	OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS 	NC 
	2210-000003 	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE 	NC 
	2210-000121 	AUTOFLIGHT - ACTIVATION OF CONTROL WHEEL STEERING REVERSION IN APPROACH MODE 	NC 
	2210-000123 	AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL 	NC 
	2210-000128 	AUTOFLIGHT - CONTROL WHEEL STEERING WARNING 	NC 
	2210-000130 	AUTOFLIGHT - AIRSPEED DEVIATION WARNING 	NC 
	2210-000142 	AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET 	NC 
	2230-000137 	AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE 	NC 
	2310B401A33 	COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE 	NC 
	2311A589A21 	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE HONEYWELL INTERNATIONAL INC. HF TRANSCEIVER - P/N 964-0452-011 - AND DIGITAL HF COUPLER - P/N 964-0453-011 - BFE/SPE 	NC 
	2312-000427 	VHF COMMUNICATIONS - SYSTEM INSTALLATION OF DUAL ALLIEDSIGNAL RTA-44D FM-IMMUNE ARINC 716/750 TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING AND CMC INTERFACE CAPABILITY - 064-50000-0110 - BFE/SPE 	NC 
	2321-000047 	SELCAL - GABLES CONTROL PANEL - P/N G7165-01 	NC 
	2321-000050 	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N 1200008-000 - BFE/SPE 	NC 
	2324A632A76 	EMERGENCY LOCATOR TRANSMITTER (ELT) - HONEYWELL 3-FREQUENCY AUTOMATIC FIXED, P/N 1152682-1 - BFE 	$23,700 
	2331B754B15 	PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - ROCKWELL COLLINS AMPLIFIER - BFE/SPE 	NC 
	2331B754B21 	PRAM/BMM SYSTEM - PANASONIC - 80MB - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE 	NC 






BOEING PROPRIETARY


Page 1 








			
	Exhibit A3-R1_737-700_SA-14 	BOEING PROPRIETARY 	9/10/2008-18:27 




	CR 	Exhibit A3-R1 to Purchase Agreement 2910 

      GOT 737-700 

      Title 	2006 $ 

      Price 

      Per A/C 
	2350C174A16 	AUDIO CONTROL PANEL INSTALLATION - 3VHF/2HF - AVTECH CORPORATION 	NC 
	2351-000034 	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1341 - BFE/SPE 	NC 
	2351-000036 	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE 	NC 
	2351-000042 	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION 	NC 
	2351A213B77 	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE 	NC 
	2351A213B80 	HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 	NC 
	2351A213B81 	HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 	NC 
	2371-000053 	SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL- 2 HOUR RECORDING TIME - P/N 980-6022-001 & P/N 980-6116-001 - BFE/SPE 	NC 
	2433-000042 	STANDBY POWER - 30-MINUTE CAPABILITY - SINGLE 48 AMP HOUR BATTERY 	$48,100 
	2513-000433 	CUPHOLDER - INSTALLATION - FIRST OFFICER'S SIDEWALL WITHOUT PRINTER OR AUDIO SELECTOR PANEL 	NC 
	2513A794B51 	ASHTRAY - DELETION - FLIGHT COMPARTMENT 	NC 
	2513B694F45 	CONTROL COLUMN CHECKLIST PLACARDS - GOT 	NC 
	2520C724Z09 	INTERIOR COLOR AND MATERIAL - STANDARD OFFERING 	NC 
	2523C724Z11 	PASSENGER SERVICE UNITS 	 $162,900 
	2524B873A08 	FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT 	$27,400 
	2524C028L23 	FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT SELECTABLES 	$600 
	2524C724Z18 	FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT 	$28,300 
	2525C724Z21 	ECONOMY CLASS SEATS - BFE/SPE 	NC 
	2527C006A05 	FLOOR COVERING- CARPET, SERGED EDGES 	NC 
	2528C724Z22 	OVERHEAD STOWAGE BINS 	$1,000 
	2528C724Z24 	LITERATURE POCKETS 	$4,100 
	2530C724Z29 	GALLEY INSERT PART NUMBERS - BFE/SPE 	NC 
	2530C724Z30 	GALLEY PART NUMBERS - BFE/SPE 	NC 
	2540C724Z32 	LA LAVATORY SELECTABLES 	NC 
	2540C724Z33 	LD LAVATORY SELECTABLES 	NC 
	2540C724Z34 	LE LAVATORY SELECTABLES 	NC 
	2560-000268 	CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER - COMPARTMENT ABOVE CLOSET 	NC 
	2560B329B14
	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR CRUISERS - P/N 63600- 501 - BFE/SPE 	NC 
	2560B694F26 	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - B/E AEROSPACE - P/N 119003-11 - ON STANCHIONS - BFE/SPE 	$700 
	2562C724Z35 	OVERWATER EMERGENCY EQUIPMENT - BFE/SPE 	NC 
	2564C724Z45 	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - BFE/SPE 	$20,100 
	2622-000047 	APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINES 	NC 
	2800C528A45 	FUEL SYSTEM PLACARDS - REVISION - ADD PORTUGUESE IN LIEU OF ENGISH ONLY - GOT 	NC 
	2841-000004 	STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS 	NC 
	2911-000041 	ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - PARKER (ABEX) - 10-62167	NC 
	2911-000043 	 AC MOTOR-DRIVEN HYDRAULIC PUMPS - PARKER (ABEX) - 10-60556 	NC 
	3041-000003 	NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW 	NC 
	3131-000143 	ACCELEROMETER - Honeywell P/N 971-4193-001 - BFE/SPE 	NC 
	3131-000187 	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE 	NC 
	3131B694J50 	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) - WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - SFIM - P/N ED47B109 - BFE/SPE 	NC 
	3132C174A01 	AIRBORNE DATA LOADER/RECORDER - ARINC 615 - HONEYWELL - 964-0401-017 - BFE/SPE 	NC 
	3161C175A22 	 ENGINE OIL QUANTITY DISPLAY - PERCENT - ENGINE DISPLAY 	NC 
	3161C175A29 	FUEL TOTALIZER - ENABLE 	NC 
	3162-000018 	ATTITUDE COMPARATOR - FLASHING - ADI 	NC 
	3162-000022 	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI 	NC 
	3162-000026 	DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI 	NC 
	3162-000027 	RADIO ALTITUDE - ABOVE ADI 	NC 
	3162-000030 	RISING RUNWAY - DISPLAYED ON THE ADI 	NC 
	3162-000036 	LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY 	NC 






BOEING PROPRIETARY 


Page 2 








			
	Exhibit A3-R1_737-700_SA-14 	BOEING PROPRIETARY 	9/10/2008-18:27 




	CR 	Exhibit A3-R1 to Purchase Agreement 2910 

      GOT 737-700 

      Title 	2006 $ 

      Price 

      Per A/C 
	3162-000040 	BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY 	NC 
	3162-000044 	TCAS RESOLUTION ADVISORY - VSI 	NC 
	3162-000046 	SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI 	NC 
	3162-000051 	ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE 	NC 
	3162-000059 	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY 	NC 
	3162-000064 	RANGE ARCS - NAVIGATION DISPLAY 	NC 
	3162-000079 	MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY 	NC 
	3162-000084 	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY 	NC 
	3162-000088 	AIRSPEED BUG - ENABLED - 80 KNOT SETTING - MACH AIRSPEED INDICATOR 	NC 
	3162-000218 	GROUND SPEED - DISPLAYED BELOW AIRSPEED TAPE WHEN MACH NUMBER IS NOT DISPLAYED - PRIMARY FLIGHT DISPLAY 	NC 
	3162A213A02 	CDS DISPLAY - PFD/ND FORMAT - OVER AND UNDER ENGINE PRESENTATION 	NC 
	3162A627A32 	SOFTWARE ACTIVATION - DOUBLE DERATE INDICATION - ENABLE 	$2,700 
	3244-000008 	SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL 	NC 
	3245-000048 	BRAKES - STEEL - HIGH CAPACITY - HONEYWELL 	NC 
	3245-000363 	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH GOODYEAR SFE 12 PR, 225 MPH BIAS TIRES 	NC 
	3245B759A08 	WHEELS AND TIRES - MAIN LANDING GEAR - WHEELS - HONEYWELL HIGH GROSS WEIGHT - INSTALLATION WITH GOODYEAR 28 PR 225MPH TIRES - SFE 	NC 
	3321-000001 	 PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL 	NC 
	3324-000017 	NO SMOKING SIGN - PERMANENT ILLUMINATION 	NC 
	3342-000035 	NOSE GEAR TAXI LIGHT - 250-WATT 	NC 
	3350A704A19 	EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT 	$15,900 
	3412-000022 	DUAL ELEMENT NON-ASPIRATED TAT PROBE 	NC 
	3414-000035 	STANDBY ALTIMETER/AIRSPEED INDICATOR - FLIGHT DECK	NC 
	3423-000023 	STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE - SFE 	NC 
	3430B866A28 	ILS/GPS MULTI-MODE RECEIVER (MMR) - HONEYWELL INTERNATIONAL INC. - P/N 066- 50029-1201 - BFE/SPE 	NC 
	3431A065B03 	VHF NAV/DME CONTROL PANEL - GABLES ENGINEERING - P/N G7500-03 - BFE/SPE 	NC 
	3433A732A13 	RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - HONEYWELL INTERNATIONAL INC - P/N 066-50007-0111 - BFE/SPE 	NC 
	3443A065B11 	SINGLE WEATHER RADAR CONTROL PANEL - WITH AUTOTILT FUNCTIONALITY - HONEYWELL INTERNATIONAL INC P/N 2041223-3135 -BFE/SPE 	$13,500 
	3443B866A08 	SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND AUTOTILT CAPABILITY - HONEYWELL INTERNATIONAL INC TRANSCEIVER P/N 066-50008-0408 - BFE/SPE 	NC 
	3445B866A10 	TCAS SYSTEM - HONEYWELL INTERNATIONAL INC TCAS COMPUTER P/N 940-0300-001 - TCAS CHANGE 7 COMPLIANT - BFE/SPE 	NC 
	3446-000045 	STANDARD VOLUME FOR ALTITUDE CALLOUTS 	NC 
	3446-000048 	ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT ENABLE 	NC 
	3446-000049 	500 SMART CALLOUT INHIBITED 	NC 
	3446-000085 	GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, APPROACHING MINIMUMS, MINIMUMS 	NC 
	3451-000023 	VOR/MARKER BEACON - ALLIEDSIGNAL RECEIVER P/N 066-50012-0101 - BFE/SPE 	NC 
	3453B866A17 	ATC SYSTEM - HONEYWELL INTERNATIONAL INC ATC TRANSPONDER P/N 066-01127-1602 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - HONEYWELL INTERNATIONAL INC CONTROL PANEL P/N 071-01503-2601 - BFE/SPE 	NC 
	3455-000020 	DISTANCE MEASURING EQUIPMENT (DME) - ALLIEDSIGNAL INTERROGATOR P/N 066-50013-0101 - BFE/SPE 	NC 
	3457A065A61 	AUTOMATIC DIRECTION FINDER - SINGLE SYSTEM 	NC 
	3457A065A62 	AUTOMATIC DIRECTION FINDER (ADF) - SINGLE SYSTEM - ALLIEDSIGNAL DFA-75B - ADF RECEIVER P/N 066-50014-010; ADF ANTENNA P/N 2041683-7507 - BFE/SPE 	NC 
	3457A065A65 	1SINGLE ADF CONTROL PANEL - GABLES - G7402-05 - WITH TONE SWITCH - BFE/SPE 	NC 
	3461A425A09 	1-FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - BOEING SUPPLIED 	NC 
	3461A425A36 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- RUNWAY OFFSET POSITION - METERS	NC 






BOEING PROPRIETARY


Page 3 








			
	Exhibit A3-R1_737-700_SA-14 	BOEING PROPRIETARY 	9/10/2008-18:27 




	CR 	Exhibit A3-R1 to Purchase Agreement 2910 

      GOT 737-700 

      Title 	2006 $ 

      Price 

      Per A/C 
	3461A425A48 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - ACTIVATE COLOR OPERATION 	NC 
	3461C739A01 	FLIGHT MANAGEMENT COMPUTING SYSTEM (FMCS) - TAKEOFF THRUST AUTOMATIC SELECTION - ENABLE 	$2,200 
	3511-000011 	NO REMOTE CREW OXYGEN FILL STATION 	NC 
	3511B873B97 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - FIRST OBSERVER - B/E AEROSPACE - BFE/SPE 	$3,800 
	3511B873B98 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - B/E AEROSPACE - BFE/SPE 	$7,500 
	3511C198A22 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - SECOND OBSERVER - B/E AEROSPACE - BFE/SPE 	$3,800 
	3520C724Z53 	SUPPLEMENTAL OXYGEN SYSTEM 	$27,600 
	3811-000019 	POTABLE WATER - SERVICEABLE TO 60 GALLONS 	NC 
	3832-000032 	VACUUM WASTE SYSTEM - MONOGRAM TOILET ASSEMBLIES 	NC 
	3910C028D97 	AFT ELECTRONICS PANEL ARRANGEMENT - GOT 	NC 
	5200-000036 	HOLD-OPEN LOCK (DOWN-TO-RELEASE) - ENTRY AND SERVICE DOORS 	NC 
	5231A561C54 	CARGO DOOR - SOLID SKIN 	NC 
	5300-000027 	UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY 	NC 
	5352A298A28 	RADOME- NORDAM- SFE 	NC 
	5730B290A42 	PARTIAL PROVISIONS FOR AVIATION PARTNERS BOEING (APB) WINGLET INSTALLATION 	$79,500 
	5730C581A09 	WINGLET INSTALLATION STC CERTIFIED - AVIATION PARTNERS BOEING (APB) - BFE/SPE (737-700)	$22,800 
	7200-000116 	CFM56-7 ENGINES - 7B22 RATING 	SIDE LTR 
	7900-000116 	LUBRICATING OIL - MOBIL JET II 	NC 
	MISC 	INTERIOR ALLOWANCE 	-$711,600 
	 	 	 
	OPTIONS: 154 	TOTALS: 	$733,400 






BOEING PROPRIETARY 


Page 4 










GAC Inc. 

Letter Agreement No. 6-1162-DME-0824R2 


4 aircraft, Boeing will provide Buyer with a special CFM replacement credit memoranda, applicable for each such Table 4 Substitute Aircraft, in the amount of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per Table 4
Substitute Aircraft, subject to escalation to the time of aircraft delivery. 


(c) The current agreement between Boeing and CFM does not address Table 5 and/or Table 6 model 737-700 aircraft that have been previously contracted as model 737-800 Aircraft. Boeing will provide Buyer with a special CFM replacement credit
memoranda, applicable to the Table 5 and/or Table 6 Aircraft that Buyer chooses to exercise as Substitute Model 737-700 Aircraft in the amount of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per each such Substitute Aircraft,
subject to escalation to the time of aircraft delivery. 


Such credit memoranda will be issued concurrently with the delivery of each of the Aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but
not for advance payments. 


15. New Customer Subsidiary — Varig Livery 


As a form of special recognition of Customer's purchase and operation of it's new subsidiary, Boeing will provide the standard level of requisite non-recurring Boeing support, at no-charge to Customer, with regard to the delivery of Customer's
designated aircraft in the Varig paint livery. 


16. Assignment 


The Credit Memoranda described in this Letter Agreement are provided as a special financial accommodation to Customer in consideration of Customer's becoming the operator of the Aircraft, and cannot be assigned, in whole or in part, without the
prior written consent of The Boeing Company. 


17. Confidential Treatment 


Customer and Boeing each understands that certain commercial and financial information contained in this Letter Agreement are considered by both Customer and Boeing as confidential. Customer and Boeing agree that each will treat this Letter
Agreement and the information contained herein as confidential and, except as otherwise required by law, will not, without the prior written consent of the other party, disclose this Letter Agreement or any information contained herein to any other
person or entity. 











6-1162-DME-1104


GAC Inc. 

Rua Gomes de Carvalho 1629 

São Paulo SP Brazil 

04547-006 

			
	Subject: 	 	Banded Fixed Escalation Program 
	 
	Reference: 	 	Purchase Agreement No2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-800 aircraft (the Aircraft)






This letter agreement (Letter Agreement)amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 


1. Definitions 


"Escalation Notice" means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below. 


"Program Aircraft" means each Aircraft specified in Article 2 of this Letter Agreement. 


2. Applicability. 


     Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the model 737-800 Aircraft in Table 5 and Table 6 of the Purchase Agreement have now become Program Aircraft under
the terms of this Letter Agreement. Should Customer exercise its right of substitution such that a Table 5 and/or Table 6 Aircraft shall become a model 737-700 aircraft, such model 737-700 aircraft will become Program Aircraft under the terms of
this Letter Agreement. 











6-1162-DME-1104 

GAC Inc.


3. Escalation Forecast. 


     Boeing will release an escalation forecast in February and August of each year based on Boeing's then current standard CPI escalation formula. Only one escalation forecast shall be used to conduct the escalation
analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The escalation forecast applicable to a given Program Aircraft is set forth in Attachment A. 


4. Greater than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Cumulative Annual Escalation. 


     4.1 If the escalation forecast, as set forth in Article 3, above, projects a cumulative annual escalation factor that exceeds the cumulative annual [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] escalation factor, as set forth in Attachment B, for the scheduled
delivery month of any Program Aircraft that is scheduled to deliver within the time period applicable to such escalation forecast, as set forth in Attachment A, then Boeing shall issue an Escalation Notice to the Customer by the date set forth in
Attachment A. Such Escalation Notice shall, in Boeing's sole discretion, either: 


     4.1.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


     4.1.2 provide Customer with the option of either: [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



     4.2 Customer shall notify Boeing in writing of its election to exercise the option contained in Article 4.1.2(i) or 4.1.2(ii) above within seven days of its receipt of the Escalation Notice from Boeing. In the event Customer exercises its option
in accordance with Article 4.1.2(ii) above, then: (i) Boeing will return to Customer, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and (ii) [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


     4.3 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


     4.4 Should Customer fail to issue any notice to Boeing in accordance with Article 4.2 above, then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program Aircraft shall be
calculated in accordance with Supplemental Exhibit AEI. 









6-1162-DME-1104 

GAC Inc. 


5. Equal to or Less than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Cumulative Annual Escalation.


     If the escalation forecast, as set forth in Article 3, above, projects a cumulative annual escalation factor that is equal to or less than the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual escalation factor, as set forth in Attachment B, for
the scheduled delivery month of any  Program Aircraft that is scheduled to deliver within the time period applicable to such escalation forecast, as set forth in Attachment A, then such cumulative annual escalation applicable to such
Program Aircraft shall be calculated as follows: 


     5.1 If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of a Program Aircraft, produces an escalation rate of less than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual
escalation as set forth in Attachment B for such Program Aircraft, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


     5.2 If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AEI at time of delivery of a Program Aircraft, produces an escalation rate [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative
annual escalation factor as set forth in Attachment B for such Program Aircraft, then the escalation rate applicable to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


6. Applicability to Other Financial Consideration.


     The escalation adjustment for any other sum, identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit-AE1, and which pertains to the Program Aircraft shall be calculated using the
escalation methodology established in this Letter Agreement for such Program Aircraft notwithstanding any other provisions of the Purchase Agreement to the contrary. 










6-1162-DME-1106R1 


GAC Inc. 

Rua Gomes de Carvalho 1629 

São Paulo SP Brazil 

04547-006 

			
	Subject: 	 	Aircraft Model Substitution 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-800 aircraft (the Aircraft)






This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 


Customer anticipates that it will, in the future, have necessity to operate both model 737-700 and model 737-800 aircraft, with each of the aircraft to be discretely defined per the below described categories (collectively, the Substitute Aircraft).



1. Specific Model and Configuration.  


Customer may, subject to the terms and conditions further described in this letter agreement, substitute for an earlier firm contracted Model 737-800 Aircraft, any one of the following: 


     (i) the purchase of Boeing Model 737-800 aircraft in a Varig configuration (Varig 737-800 Substitution Aircraft), for any Aircraft delivering in July 2009 or later, 


     (ii) the purchase of Boeing Model 737-700 aircraft in a Varig configuration (Varig 737-700 Substitute Aircraft) in place of any of the Block 4 (Table 4), Block 5 (Table5) and Block 6 (Table 6) Model 737-800 Aircraft,



     (iii) the purchase of Boeing Model 737-700 aircraft in a GOL configuration (GOL 737-700 Substitute Aircraft) in place of any of the Block 4 (Table 4), Block 5 (Table5) and Block 6 (Table 6) Model 737-800 Aircraft, 


2. Customer's Written Notice. 











Letter Agreement No. 6-1162-DME-1106R1 

GAC Inc.  


Customer will provide written notice of its intention to substitute the purchase of an Aircraft, delivering in July 2009 or later, with the purchase of one of the three (3) above described Substitute Aircraft; 


     (a) no later than the first day of the month that is twelve (12) months prior to the scheduled month of delivery of the Aircraft for which it will be substituted, provided that such Substitute Aircraft has a defined
configuration that has been previously approved by Boeing and Customer or, 


     (b) no later than the first day of the month that is eighteen (18) months prior to the scheduled month of delivery of the Aircraft for which it will be substituted, if a Substitute Aircraft does not have a defined
configuration that has been previously approved by Boeing and Customer. 


3. Boeing's Production Capability.


Customer's substitution right is conditioned upon Boeing's having production capability for the Substitute Aircraft in the scheduled delivery month of the Aircraft for which it will be substituted. 


Boeing will tentatively quote delivery positions for Substitute Aircraft to allow Customer to secure quotes from Buyer Furnished Equipment vendors, and Boeing to secure quotes from Seller Furnished Equipment vendors which supports the required
on-dock dates. If Boeing is unable to manufacture the Substitute Aircraft in the scheduled delivery month of the Aircraft for which it will be substituted, then Boeing shall promptly make a written offer of an alternate delivery month for Customer's
consideration and written acceptance within thirty days of such offer. 


4. Definitive Agreement.


Customer's substitution right and Boeing's obligation in this Letter Agreement are further conditioned upon Customer's and Boeing's executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer's
substitution notice to Boeing or of Customer's acceptance of an alternate delivery month in accordance with paragraph 2 above. 


5. Price and Advance Payments.


The Airframe Base Price, Optional Features Prices, Engine Prices and Aircraft Basic Price will be adjusted to Boeing's and the engine manufacturer's then-current prices for such elements as of the date of execution of the definitive purchase
agreement for the Substitute Aircraft. The escalation indices and methodology used to estimate the Advance Payment Base Prices will be adjusted to Boeing's and the engine manufacturer's then-current provisions for such elements as of the date of
execution of the definitive purchase agreement for the Substitute Aircraft. 











Letter Agreement No. 6-1162-DME-1106R1 

GAC Inc. 

If the Advance Payment Base Price for any Substitute Aircraft is higher than that of the Aircraft, Customer will pay to Boeing the amount of the difference as of the date of execution of the definitive agreement for the Substitute Aircraft. If the
Advance Payment Base Price of the Substitute Aircraft is lower than that of the Aircraft, Boeing will retain any excess amounts previously paid by Customer until the next payment is due from Customer, at which point Customer will reduce the amount
of such payment by the amount of the excess or, Customer may provide written direction to Boeing, prior to the next payment is due from Customer, to apply the excess to a payment not yet due for a specified Aircraft. In no case will Boeing refund or
pay interest on any excess amounts created by virtue of Customer's exercise of the rights of substitution described in this agreement. 


6. Confidential Treatment. 


Customer and Boeing each understands that certain commercial and financial information contained in this Letter Agreement are considered by both Customer and Boeing as confidential. Customer and Boeing agree that each will treat this Letter
Agreement and the information contained herein as confidential and, except as otherwise required by law, will not, without the prior written consent of the other party, disclose this Letter Agreement or any information contained herein to any other
person or entity. 

Very truly yours,

THE BOEING COMPANY

 By /s/________________________



 Its       Attorney-In-Fact      

ACCEPTED AND AGREED TO this

Date: _____________________2008

GAC INC.

			
	By /s/_______________________________________	 	/s/
	Its                          Henrique Constantino                        	 	Anna Cecilia Bettencourt

     Diretora de Tesouraria