exhibit04_17.htm - Generated by SEC Publisher for SEC Filing









Exhibit 4.17



 


 


Supplemental Agreement No. 7


 


to


 


Purchase Agreement No. 3780


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8 Aircraft


 


 


 


            THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2016, 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);


 


W I T N E S S E T H:


 


            WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Boeing Model 737-8 aircraft (Aircraft); 


 


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


 


WHEREAS, Buyer now wishes to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and 


 


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:


 




	PA3780  	1    	GOT




 




                                                                                                                   
SA-7









 








 



 


 


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. 7 (SA-7) into the Purchase Agreement.


 


2.         Tables.


 


            2.1  Remove and replace Table 1 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, with Table 1-1 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, to revise Table 1 to Table 1-1.


 


            2.2  Add Table 1-2 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price and Advance Payments, to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Purchase Agreement No. 3780. 


 


            2.3  Add Table 1-2R to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Purchase Agreement No. 3780.


 


3.         Exhibits.


 


Remove and replace the Supplemental Exhibit No. BFE1, Buyer Furnished Equipment Variables, with a new Supplemental Exhibit No. BFE1 (attached hereto) in order to incorporate the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


4.         Letter Agreements


 


4.1  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207835, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207835R1, Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate revised language clarifying that Letter Agreement No. GOT-PA-3780-LA-1207835R1 applies to Table 1-1 Aircraft.


 


4.2  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1501970, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], 


with Letter Agreement No. GOT-PA-3780-LA-1501970R1, Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate revised language clarifying that Letter Agreement No. GOT-PA-3780-LA-1501970R1 applies to Table 1-1 Aircraft.          




 


 


	PA3780  	2    	GOT



SA-7









 








 






 


4.3  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207836, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207836R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate revised language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


4.4  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207737R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the new Letter Agreement No. GOT-PA-3780-LA-1207737R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate language revising the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


4.5  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207840R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207840R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to update [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


            4.6  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207848, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the new Letter Agreement No. GOT-PA-3780-LA-1207848R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], in order to revise the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


            4.7  Add Letter Agreement No. GOT-PA-3780-LA-1601003, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION 


PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 1-2 Aircraft.


 










 


	PA3780  	3    	GOT



SA-7






 








 






 


            4.8  Add Letter Agreement No. GOT-PA-3780-LA-1600544, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


            4.9  Add Letter Agreement No. GOT-PA-3780-LA-1601021, Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 1-2 Aircraft.


 


            4.10 Add Letter Agreement No. GOT-PA-3780-LA-1601086, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for Table 1-2 Aircraft.


 


 


5.Confidential Treatment.


 


Buyer and Boeing each understands that certain commercial and financial information contained in this Supplemental Agreement are considered by both Buyer and Boeing as confidential.  Buyer and Boeing agree that each will treat this Supplemental 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 Supplemental Agreement or any information contained herein to any other person or entity.


 


 


 


 


 


 


                        ________________________________________


 


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.


 










 


	PA3780  	4    	GOT



SA-7






 








 






 


 


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


 


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


GAC INC.


 


 


By _________________________    By _________________________    


 


Its                                                        Its                                                        


 


 


Witness                                               Witness                                               


 





 


	PA3780  	5   	GOT



SA-7








 


  





 



TABLE OF CONTENTS


 




	 SUPPLEMENTAL

                                                     Agreement   
NUMBER      





 


        


 


 




	

   ARTICLES

	

   Article 1.
	

   Quantity, Model and Description

	

   Article 2.
	

   Delivery Schedule

	

   Article 3.
	

   Price

	

   Article 4.
	

   Payment

	

   Article 5.
	

   Additional Terms

	

    
	

    





 




	

   TABLE

	

   1-1.


   1-2.
	

   Aircraft Information Table SA7


   Aircraft Information Table SA7

	

   1-2R.
	

   Aircraft Information Table [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA7


    

	

   EXHIBIT

	

   A.
	

   Aircraft Configuration

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities





 




	

   SUPPLEMENTAL EXHIBITS

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features

	

   BFE1.
	

   BFE Variables SA7

	

   CS1.
	

   Customer Support Variables

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity

	

   SLP1.
	

   Service Life Policy Components





 






	PA3780  	1	GOT




SA-7









 


  







	

   LETTER AGREEMENTS   
	SA     
Number 





                                                                                                                                                 


GOT-PA-3780-LA-1207832             Loading of Customer Software                                      


GOT-PA-3780-LA-1207833             Spare Parts Initial Provisioning                                       


GOT-PA-3780-LA-1207834             Purchase Rights                                                                           


GOT-PA-3780-LA-1207835R1      Table 1-1 Substitution of Model 737-8 into                    SA-7


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


GOT-PA-3780-LA-1207836R1      Advance Payments Matters                                             SA-7


GOT-PA-3780-LA-1207838R1        Promotional Support                                                          SA-3 


GOT-PA-3780-LA-1207737R2      Special Matters – Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]                                  SA-7


GOT-PA-3780-LA-1207734R1        Liquidated Damages – Non Excusable Delay                   SA-3 


GOT-PA-3780-LA-1207839             Demonstration Flight Waiver                                          


GOT-PA-3780-LA-1207840R2      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program        SA-7


GOT-PA-3780-LA-1207841             Boeing Purchase of Buyer Furnished Equipment           


GOT-PA-3780-LA-1207842             Open Matters                                                                   


GOT-PA-3780-LA-1207845             AGTA Matters


GOT-PA-3780-LA-1207848R1      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions     SA-7    


GOT-PA-3780-LA-1207735             Performance Matters – 737-8                                          
GOT-PA-3780-LA-1207830             Maintenance Cost Guarantee – 737-8                             
GOT-PA-3780-LA-1207847             Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program


GOT-PA-3780-LA-1501970R1      Table 1-1 Substitution of Model 737-8 into                    SA-7


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


 










 


	PA3780  	2	GOT



SA-7






 


  





 



GOT-PA-3780-LA-1600544           Other [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters      SA-7


GOT-PA-3780-LA-1601003           Special Matters – Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]                               SA-7


GOT-PA-3780-LA-1601021           Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]         SA-7


GOT-PA-3780-LA-1601086           [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]         SA-7


 


 


 


 


 


 


 


 


 


 


 


 


RECORD OF SUPPLEMENTAL AGREEMENTS


 


 


SA-1                1          October           2012


SA-2                4          November       2013


SA-3                2          October           2015


SA-4                2          October           2015


SA-5                6          November       2015


SA-6                                                    2016


SA-7                                                    2016



 


 


	

   PA3780  
	3	GOT
	

   SA-7
		



 







 






 




	

   Airframe Model/MTOW:
	

   737-8
	

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

    
	

   Detail Specification:
	

    

	

   Engine Model/Thrust:
	

   CFMLEAP-1B28
	

    
	

   Airframe Price Base Year/Escalation Formula:
	

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

	

   Airframe Price:
	

    
	

    
	

   Engine Price Base Year/Escalation Formula:

	

   Optional Features:
	

    
	

    
	

    
	

    
	

    

	

   Sub-Total of Airframe and Features:
	

    
	

   Airframe Escalation Data:
	

    

	

   Engine Price (Per Aircraft):
	

    
	

    
	

   Base Year Index (ECI):
	

    

	

   Aircraft Basic Price (Excluding BFE/SPE):
	

    
	

   Base Year Index (CPI):
	

    

	

   Buyer Furnished Equipment (BFE) Estimate:
	

    
	

    
	

    
	

    
	

    
	

    

	

   Seller Purchased Equipment (SPE) Estimate:
	

    
	

    
	

    
	

    
	

    
	

    

	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    

	

   Deposit per Aircraft:
	

    
	

    
	

    
	

    
	

    
	

    
	

    

	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    

	

    
	

    
	

   Escalation
	

    
	

    
	

   Escalation Estimate
	

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

    
	

    
	

    

	

   Delivery
	

   Number of 
	

   Factor
	

    
	

    
	

   Adv Payment Base
	

   At Signing
	

   24 Mos.
	

   21/18/12/9/6 Mos.
	

   Total

	

   Date *
	

   Aircraft
	

   (Airframe)
	

    
	

    
	

   Price Per A/P
	

   1%
	

   4%
	

   5%
	

   30%

	

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

   1
	

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

    
	

    
	

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

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   Total:
	

   120
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    

	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    

	

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

    

	

    

	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    





 








 







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











 




 





 




	

   Airframe Model/MTOW:
	

   737-8
	

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

    
	

   Detail Specification:
	

    
	

    

	

   Engine Model/Thrust:
	 	

   CFMLEAP-1B28
	

    
	

   Airframe Price Base Year/Escalation Formula:
	

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

	

   Airframe Price:
	 	 	

    
	

   Engine Price Base Year/Escalation Formula:
	

    

	

   Optional Features:
	 	 	

    
	

    
	

    
	

    

	

   Sub-Total of Airframe and Features:
	 	

    
	

   Airframe Escalation Data:
	

    

	

   Engine Price (Per Aircraft):
	 	

    
	

   Base Year Index (ECI):
	

    

	

   Aircraft Basic Price (Excluding BFE/SPE):
	

    
	

   Base Year Index (CPI):
	

    

	

   Buyer Furnished Equipment (BFE) Estimate:
	

    
	

    
	

    
	

    
	

    
	

    

	

   Seller Purchased Equipment (SPE) Estimate:
	

    
	

    
	

    
	

    
	

    
	

    

	 	 	 	

    
	

    
	

    
	

    
	

    
	

    

	

   Refundable Deposit/Aircraft at Proposal Accept:
	

    
	

    
	

    
	

    
	

    
	

    





 












			

   Escalation
	 	

   Escalation Estimate
	

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

   Delivery
	

   Number of 
	

   Factor
	 	

   Adv Payment Base
	

   At Signing
	

   24 Mos.
	

   21/18/12/9/6 Mos.
	

   Total

	

   Date*
	

   Aircraft
	

   (Airframe)
	 	

   Price Per A/P
	

   1%
	

   4%
	

   5%
	

   30%

	

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

   9
	

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

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

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

   


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

   


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

   


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

	

   7
	 
	

   7
	 
	

   17
	 













 












 











 




	

   Airframe Model/MTOW:
	 	

   737-8
	

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

   Detail Specification:
	 	

    

	

   Engine Model/Thrust:
	 	

   CFMLEAP-1B28
	 	

   Airframe Price Base Year/Escalation Formula:
	

    
	

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

	

   Airframe Price:
	 	 	 	

   Engine Price Base Year/Escalation Formula:
	

    

	

   Optional Features:
	 	 	 	 	 	

    

	

   Sub-Total of Airframe and Features:
	 	 	

   Airframe Escalation Data:
	 	

    

	

   Engine Price (Per Aircraft):
	 	 	 	

   Base Year Index (ECI):
	 	

    

	

   Aircraft Basic Price (Excluding BFE/SPE):
	 	 	

   Base Year Index (CPI):
	 	

    

	

   Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	 	 	 
	

   Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

   Refundable Deposit/Aircraft at Proposal Accept:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

    
	

    
	

   Escalation
	

    
	

    
	

   Escalation Estimate
	

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

    
	

    
	

    

	

   Delivery
	

   Number of 
	

   Factor
	

    
	

    
	

   Adv Payment Base
	

   At Signing
	

   24 Mos.
	

   21/18/12/9/6 Mos.
	

   Total

	

   Date*
	

   Aircraft
	

   (Airframe)
	

    
	

    
	

   Price Per A/P
	

   1%
	

   4%
	

   5%
	

   30%

	

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

   2
	

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

    
	

    
	

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

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

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

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

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

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   4
	

    
	

    

	

   Total:
	

   10
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	 
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	 
	

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

    
	

    
	 
	

    
	

    
	 







 












 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


GAC INC.


 


 


Supplemental Exhibit BFE1 to Purchase Agreement Number PA-3780


 


 


 


 


 


 


 


 


 


 


 




	GOT-PA-3780-BFE1      		   SA-7
		BOEING PROPRIETARY	




 




                                                                                                       


                                                                 


 









 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8 AIRCRAFT


 


 


This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.


 


 


This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.


1.    Supplier Selection.


Customer will:


Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:


Supplier Selection dates will be provided 24 months before the first aircraft delivery.


 




	

   Galley System
	

   TBD

	

    
	

    

	

   Galley Inserts
	

   TBD

	

    
	

    

	

   Seats (passenger)
	

   TBD

	

    
	

    

	

   Overhead & Audio System
	

   TBD

	

    
	

    

	

   In-Seat Video System
	

   TBD

	

    
	

    

	

   Miscellaneous Emergency Equipment
	

   TBD

	

   Cargo Handling Systems*


   (Single Aisle Programs only)
	

   TBD





 


*For a new certification, supplier requires notification ten (10) months prior to Cargo Handling System on-dock date.


Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the above supplier selection dates to actively participate with 


 





	GOT-PA-3780-BFE1      		SA-7    Page 1
		BOEING PROPRIETARY	






                                                                                                                      


 


 









 








 





Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).


2.         On-dock Dates and Other Infromation.


 


On or before nine months prior to delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC).  These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE.  For planning purposes, preliminary BFE on-dock dates are set forth in Table 1 below:


 


 


 


 


 


 


 


 




	GOT-PA-3780-BFE1         		SA-7    Page 2
		BOEING PROPRIETARY	






                                                                                                                       


 


 









 








 



 


Table 1




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Quantity
	

   Seats
	

   Galleys / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics 
	

   Cabin Systems Equipment
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	

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

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

    


    


   Preliminary BFE on-dock dates will be provided 24 months before each aircraft delivery.

	 	

    
	 



 




	GOT-PA-3780-BFE1		SA-7    Page 3
		BOEING PROPRIETARY	




                                                                                                                                


 


 









 








 



 


3.                  Additional Delivery Requirements – Import.


 


Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.  In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request,  Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below.  Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.


 


http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


 




	GOT-PA-3780-BFE1          		SA-7    Page 4
		BOEING PROPRIETARY	







                                                                                                                  


 


 








 










	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124‐2207




 


 



GOT-PA-3780-LA-1207835R1


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          Table 1-1 Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Table 1-1 Model 737-8 aircraft (Aircraft)


 


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


 


Customer may substitute the purchase of Boeing Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft (Substitute Aircraft) in place of Aircraft with the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] subject to the following terms and conditions:


                                                                                                 


1.             Customer’s Written Notice.


Customer shall provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft;


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


 


2.             Boeing’s Production Capability.


 


 





	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 1
		 BOEING PROPRIETARY	





                                                                                                          


          


 









 








GOT-PA-03780-LA-1207835 R1


 



 


 


 



2.1          Customer’s substitution right is conditioned upon Boeing [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


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


3.             Definitive Agreement.


Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


4.             Price and Advance Payments.


4.1          The Airframe Price, Optional Features Price and, if applicable, Engine Price will be [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


4.2       Refer to Letter Agreement GOT-PA-03780-LA-1207737R2 “Special Matters Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


5.             Assignment.


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


6.             Confidential Treatment.


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


Very truly yours,


 


THE BOEING COMPANY


 




 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 2
		 BOEING PROPRIETARY	










 








GOT-PA-03780-LA-1207835 R1


 



 


 


 



By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                       2016­­­­­­


 


 


GAC INC.


 




	

   By _________________________ 


    
	By _________________________    
	

   Its                                                          


    
	Its                                                             
	

   Witness                                                


    
	Witness                                                




               


 


      


 


 


   


 


 


 


 


 


 


 





 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 3
		 BOEING PROPRIETARY	









 


 



 


	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



 


GOT-PA-3780-LA-1501790R1


 


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman
KY1-1104
Cayman Islands 


 


Subject:          Table 1-1 Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


Reference:    Purchase Agreement No. PA-3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC INC. (Customer) relating to Table 1-1 Model 737-8 aircraft (Aircraft)


 


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


Customer may substitute the purchase of Boeing Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Substitute Aircraft) in place of Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] subject to the following terms and conditions:


1.            Customer’s Written Notice.


Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft,


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


 


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


 




	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 1
		 BOEING PROPRIETARY	










 













 


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


The right to substitute Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft under the terms of the Purchase Agreement [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


4.         Definitive Agreement.


Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


5.         Price and Advance Payments.


 


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


 


6.         Assignment.


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


7.         Confidential Treatment.


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 




 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 2
		 BOEING PROPRIETARY	










 








 







 


Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By_______________________________
	

    

	

    

	

   Its_______________________________
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:_____________________________
	

   2016

	

    

	 	 




 


GAC INC.


 


 


By _________________________          By _________________________          


 


Its                                                                     Its                                                             


 


 


Witness                                                           Witness                                                  


 


 





 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 3
		 BOEING PROPRIETARY	




 



 




	 
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




 


GOT-PA-3780-LA-1207836R1


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


 


Subject:          Advance Payment Matters


 


Reference:    a) Purchase Agreement No. PA-3780 (PA 3780) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)




b) Purchase Agreement No. 2910 (PA 2910) between The Boeing Company (Boeing) and GOL Transportes Aereos SA (the 737-800 Customer) relating to Model 737-8EH aircraft (the 737-800 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.         Advance Payment Schedule:


 


Notwithstanding Boeing’s standard 30% advance payment schedule set forth in Table 1-1 and Table 1-2 of the Purchase Agreement, [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


 


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


 




 


 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 1
		 BOEING PROPRIETARY	



 









 








GOT-PA-03780-LA-1207836R1


 



 


 



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


 


 


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


 


 


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


 


 


6.         Set-Off Rights


 


Customer agrees that in the event of a default of its obligations under any purchase agreement with Boeing or any agreement with any Boeing subsidiary or affiliate, Boeing may apply any or all advance payments, or other payments made by Customer with respect to an aircraft or any other Boeing product to cure, in part or in whole, any default with respect to any other aircraft or Boeing product or with respect to any other obligation under any such Boeing purchase agreement or any such agreement with another Boeing subsidiary or affiliate. In the event that Boeing sets off against, or otherwise exercises rights against any such payments made by Customer, and applies any such amounts to any obligations owed by Customer to Boeing, its subsidiaries or affiliates, Boeing will be entitled, after such application, to require Customer to replace within ten days the amount so applied such that the total amount of advance payments would be restored to the aggregate total amount of advance payments due. 


 


7.         Payments


 


7.1 Payments due upon reaching a Definitive Agreement are to be received by Boeing within [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  All of the other periodic advance payments described in the payment schedule(s) as set forth above are each due on [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Any payments received later than [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be subject to a late payment interest charge calculated on the basis of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Late payment 


interest charges will accrue further interest charges until paid, with any unpaid such late payment interest charges to be included in the final delivery invoice for the respective aircraft.




 


 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 2
		 BOEING PROPRIETARY	



 









 








GOT-PA-03780-LA-1207836R1


 



 






7.2 Notwithstanding the late payment interest charges described in Article 7.1 of this Letter Agreement, if Customer does not make [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer will be charged late payment interest calculated on the basis of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


 


8.         Confidential Treatment


 


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


 


Very truly yours,


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                       2016­­­­­­­­­


 


 


GAC INC.


 


 


By _________________________          By _________________________          




 


 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 3
		 BOEING PROPRIETARY	



 









 








GOT-PA-03780-LA-1207836R1


 



 


	GOT-PA-3780-LA-1501790R1		SA-7
	Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution	Page 1
		 BOEING PROPRIETARY	




 


Its                                                        Its                                                        


 


 


Witness                                             Witness                                             


 


 


 





PA-3780                                                                                                                                   SA-731 March, 2012


Advance Payments Matters                                                                                              Page 4


BOEING PROPRIETARY


 








 








 


 


	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




 


GOT-PA-3780-LA-1207737R2


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman
KY1-1104
Cayman Islands 


 


Subject:          Special Matters – Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


                 


This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to the Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the terms and conditions of Letter Agreement No. GOT-PA-3780-LA-1207835R1 or Letter Agreement No. GOT-PA-3780-LA-1501790R1.  Any Aircraft that are substituted from 737-8 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Any Aircraft that are substituted from 737-8 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The considerations defined in this Letter Agreement are provided to Customer in recognition of the execution of the Purchase Agreement and thereafter Customer fully performing all of the obligations as set forth in the Purchase Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.  


 


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


 




	

   PA 3780                                                                                                                                                


   Special Matters Table 1-1 Aircraft                                                                                                
		

   Page 1

	

   
BOEING PROPRIETARY 




 




 


 









 








GOT-PA-3780-LA-1207737R2


 



 


 


 


 



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


 


 


 


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


 


 


 


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


 


 


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


 


 


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


 


 


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


 


 


 


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


 


 


 


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


 


 




 


	

   PA 3780                                                                                                                                                


   Special Matters Table 1-1 Aircraft                                                                                                
		

   Page 2

	

   
BOEING PROPRIETARY 




 








 








 


GOT-PA-3780-LA-1207737R2


 



 


 


 



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


 


 


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


 


 


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


 


 


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


 


 


14.       Assignment


            Unless otherwise noted herein, the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in this Letter Agreement are provided as a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer and in [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


 


15.       Confidentiality


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


 


 




 


	

   PA 3780                                                                                                                                                


   Special Matters Table 1-1 Aircraft                                                                                                
		

   Page 3

	

   
BOEING PROPRIETARY 




 








 








GOT-PA-3780-LA-1207737R2


 



 


 



 


 


If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.


 


Very truly yours,


 


 






	

   THE BOEING COMPANY

	

    

	

   By __________________
	

    

	

    

	

   Its  Attorney-In-Fact               
	

    

	

    


    


   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	 , 2016	

    

	

    


    

	 	 







GAC INC.








By _________________________     By ______________________     








 








Its                                                               Its                                                        








 








 








Witness                                                     Witness                                             






 





 


 


 


	

   PA 3780                                                                                                                                                


   Special Matters Table 1-1 Aircraft                                                                                                
		

   Page 4

	

   
BOEING PROPRIETARY 









 








	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




GOT-PA-3780-LA-1601003


 


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          Special Matters – Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


Reference:    Purchase Agreement No. PA-3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to Table 1-2 Aircraft and Aircraft that become the subject of model substitution under the terms and conditions of Letter Agreement No. GOT-PA-3780-LA-1601021.  Any Aircraft that are substituted from 737-8 to become [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Any Aircraft that are substituted from 737-8 to become [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The considerations defined in this Letter Agreement are provided to Customer in recognition of the execution of the Purchase Agreement and thereafter Customer fully performing all of the obligations as set forth in the Purchase Agreement.  


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


 


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


 


 


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


 


 


 






	PA-3780     	 SA-7

                                                                                                                                       


Special Matters Table 1-2 Aircraft                                                                     


     Page 1


BOEING PROPRIETARY









 








GOT-PA-3780-LA-1601003


 



 


 



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


 


 


 


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


 


 


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


 


 


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


 


 


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


 


 


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


 


 


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


 


 


 


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


 


 


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


 


 


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


 


 


 


 


	PA-3780     	 SA-7





 


Special Matters Table 1-2 Aircraft


 Page 2


BOEING PROPRIETARY









 








GOT-PA-3780-LA-1601003


 



 


 



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


 


14.         Assignment


Unless otherwise noted herein, the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in this Letter Agreement are provided [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Customer [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the operator of the Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


15.         Confidentiality


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	

    

	

    

	 	 	 




GAC INC.


 


 


By _________________________          By _________________________          




                                                                                                                                            


 


 


 


	PA-3780     	 SA-7



 


Special Matters Table 1-2 Aircraft


Page 3


BOEING PROPRIETARY









 








GOT-PA-3780-LA-1601003



 


 


 



 


Its                                                        Its                                                        


 


 


Witness                                              Witness                                              


 


 


 


 


Attachment A


 


Current GOL Fleet


 


 




	

   Operator
	

   MSN

	

   GOT 
	

   28011

	

   GOT 
	

   28403

	

   GOT 
	

   28499

	

   GOT 
	

   28500

	

   GOT 
	

   28575

	

   GOT 
	

   28577

	

   GOT 
	

   28578

	

   GOT 
	

   28580

	

   GOT 
	

   28584

	

   GOT 
	

   28613

	

   GOT 
	

   29076

	

   GOT 
	

   29077

	

   GOT 
	

   29103

	

   GOT 
	

   29905

	

   GOT 
	

   30050

	

   GOT 
	

   30051

	

   GOT 
	

   30135

	

   GOT 
	

   30238

	

   GOT 
	

   30239

	

   GOT 
	

   30242

	

   GOT 
	

   30246

	

   GOT 
	

   30247

	

   GOT 
	

   30275

	

   GOT 
	

   30621

	

   GOT 
	

   30738

	

   GOT 
	

   30739

	

   GOT 
	

   32406

	

   GOT 
	

   32407

	

   GOT 
	

   32415

	

   GOT 
	

   32440

	

   GOT 
	

   32574

	

   GOT 
	

   32743

	

   GOT 
	

   33380

	

   GOT 
	

   33417

	

   GOT 
	

   34267

	

   GOT 
	

   34268

	

   GOT 
	

   34269

	

   GOT 
	

   34270

	

   GOT 
	

   34271

	

   GOT 
	

   34272

	

   GOT 
	

   34273

	

   GOT 
	

   34274

	

   GOT 
	

   34275

	

   GOT 
	

   34276

	

   GOT 
	

   34277

	

   GOT 
	

   34278

	

   GOT 
	

   34279

	

   GOT 
	

   34280

	

   GOT 
	

   34281

	

   GOT 
	

   34474

	

   GOT 
	

   34475

	

   GOT 
	

   34654

	

   GOT 
	

   34655

	

   GOT 
	

   34656

	

   GOT 
	

   34753

	

   GOT 
	

   34755

	

   GOT 
	

   34757

	

   GOT 
	

   34758

	

   GOT 
	

   34962

	

   GOT 
	

   34963

	

   GOT 
	

   34964

	

   GOT 
	

   34965

	

   GOT 
	

   34966

	

   GOT 
	

   35063

	

   GOT 
	

   35064

	

   GOT 
	

   35065

	

   GOT 
	

   35066

	

   GOT 
	

   35824

	

   GOT 
	

   35825

	

   GOT 
	

   35826

	

   GOT 
	

   35827

	

   GOT 
	

   35828

	

   GOT 
	

   35829

	

   GOT 
	

   35830

	

   GOT 
	

   35831

	

   TAV 
	

   35832

	

   GOT 
	

   35835

	

   GOT 
	

   35836

	

   GOT 
	

   35837

	

   GOT 
	

   35838

	

   GOT 
	

   35842

	

   GOT 
	

   35843

	

   GOT 
	

   35844

	

   GOT 
	

   35845

	

   GOT 
	

   35846

	

   GOT 
	

   35850

	

   GOT 
	

   35851

	

   GOT 
	

   35852

	

   GOT 
	

   36146

	

   GOT 
	

   36147

	

   GOT 
	

   36148

	

   GOT 
	

   36149

	

   GOT 
	

   36150

	

   GOT 
	

   36434

	

   GOT 
	

   36566

	

   TAV 
	

   36596

	

   GOT 
	

   37595

	

   GOT 
	

   37596

	

   GOT 
	

   37597

	

   GOT 
	

   37598

	

   TAV 
	

   37599

	

   GOT 
	

   37600

	

   TAV 
	

   37601

	

   GOT 
	

   37608

	

   GOT 
	

   37609

	

   GOT 
	

   37610

	

   GOT 
	

   38876

	

   GOT 
	

   38877

	

   GOT 
	

   38878

	

   GOT 
	

   39604

	

   TAV 
	

   39607

	

   TAV 
	

   39608

	

   TAV 
	

   39609

	

   TAV 
	

   39611

	

   TAV 
	

   39612

	

   GOT 
	

   39613

	

   GOT 
	

   39614

	

   GOT 
	

   39615

	

   GOT 
	

   39616

	

   GOT 
	

   39617

	

   GOT 
	

   39618

	

   GOT 
	

   39619

	

   GOT 
	

   39620

	

   GOT 
	

   39621

	

   GOT 
	

   39622

	

   GOT 
	

   39623

	

   GOT 
	

   39624

	

   GOT 
	

   39625

	

   GOT 
	

   39629

	

   GOT 
	

   39631

	

   GOT 
	

   39632

	

   GOT 
	

   39633

	

   GOT 
	

   39634

	

   GOT 
	

   39636

	

   GOT 
	

   39637

	

   GOT 
	

   39639

	

   GOT 
	

   39640

	

   GOT 
	

   40738

	

   GOT 
	

   40739

	

   GOT 
	

   40741

	

   GOT 
	

   40742

	

   GOT 
	

   40744

	

   GOT 
	

   40745

	

   GOT 
	

   41163

	

   GOT 
	

   41166

	

   GOT 
	

   41170

	

   GOT 
	

   41467




 


	PA-3780     	 SA-7



Special Matters Table 1-2 Aircraft 


Page 4


BOEING PROPRIETARY









 




 




 




 




 






 



GOT-PA-3780-LA-1207840R2


 






 


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman
KY1-1104
Cayman Islands 


 


Subject:          [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program


 


Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


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


1.            Definitions.


[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 Table 1-1 and Table 1-2 of the Purchase Agreement as of the date of this Letter Agreement.


2.            Applicability.


Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


3.            [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Forecast.


Boeing will release an [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast in February and August of each year based on 


Boeing’s then current standard [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] formula.  Only one [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast shall be used to conduct the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] analysis performed in accordance with Article 4.1, below, for a given Program Aircraft.  The [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast applicable to a given Program Aircraft is set forth in Attachment A.




 








 








 






 






 


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


4.1 If the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a cumulative [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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


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


4.2 If Boeing provides Customer the option described in Article 4.1.2 above, then Customer shall notify Boeing in writing of its election to exercise the option contained in Article 4.1.2 (i), 4.1.2 (ii) or 4.1.2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


4.1.3                 Within [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


4.1.4     Should Customer fail to issue any notice to Boeing in accordance with Article 4.2 above, then the [CONFIDENTIAL PORTION OMMITED AND FILED 




 









 








 






 



SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


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


If the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.         Applicability to Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


7.         Assignment. 


Except for an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part.


8.         Confidential Treatment.


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 




 









 








 



 



Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By __________________
	

    

	

    

	

   Its  Attorney-In-Fact               
	

    

	

    


    


   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	 , 2016	

    

	

    


    

	 	 




GAC INC.


 


 


By _________________________     By ______________________       


 


 


Its                                                               Its                                                        


 


 


 


Witness                                                     Witness                                          




 









 








 







 


ATTACHMENT A


 


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


 


 




 









 








 






 



ATTACHMENT B


 


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




 









 








 







 


Attachment C


 


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


 





 








 


 





 


	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




 


GOT-PA-3780-LA-1207848R1


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions


 


Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


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


 


To accommodate Customer’s concerns regarding uncertain market conditions and Boeing’s [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer and Boeing agree that [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to the following terms and conditions: 


 


1.                            Aircraft with [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions:


 


1.1         The following [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] identified in Table 1-1 to the Purchase Agreement (Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions) are subject to the terms and conditions described in this Letter Agreement:


 




	PA-3780        		SA-7
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions	Page 1
		 BOEING PROPRIETARY	






                                                                                                                           


    


 









 








GOT-PA-3780-LA-1207848 R1


 



 



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


 


1.2       The following [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] identified in Table 1-2 to the Purchase Agreement (Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) are subject to the terms and conditions described in this Letter Agreement:


 


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


1.3         The Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions and Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions may be individually and collectively referred to as [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions.  


 


2.            Written Notice Requirements


 


2.1         Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions with [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.1.1  Customer’s Written Notice:            Customer shall provide Boeing written notice of its request to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Customer’s right to request a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 




 


	PA-3780        		SA-7
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions	Page 2
		 BOEING PROPRIETARY	




 








 








GOT-PA-3780-LA-1207848 R1






 



            2.1.2 Boeing’s Written Notice: Boeing shall provide Customer a written notice of its desire to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Boeing’s right to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.2       Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions and Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions with [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.2.1  Customer’s Written Notice:  Customer shall provide Boeing written notice of its request to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Customer’s right to request a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.2.2  Boeing’s Written Notice: In the event that Boeing desires to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Boeing’s right to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


3.            Boeing’s Production Capability.


 


Once Boeing has received Customer’s written request, Boeing will review Customer’s request to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


 


 




 


	PA-3780        		SA-7
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions	Page 3
		 BOEING PROPRIETARY	










 








GOT-PA-3780-LA-1207848 R1






 



3.1         Boeing having the production capability to produce the Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


4.            Definitive Agreement.


 


4.1         The [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] rights, and Customer and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer and Boeing executing a supplemental agreement to amend Table 1-1 or Table 1-2, as applicable, [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


(i) Customer’s written Notice to Boeing; or


(ii) Customer’s acceptance of an [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the terms of Article 3 above 


(iii) Boeing’s written notice to Customer.  


4.2         In the event that definitive agreement defining the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as set forth in Table 1-1 or Table 1-2, as applicable, to the Purchase Agreement.  


4.3       Should Boeing or Customer not exercise its right to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as applicable, to the Purchase Agreement. 


 


5.            Price and Advance Payments.


 


The Airframe, Engine, and Optional Features Prices will be provided in [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as applicable, and escalated to the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


 


 




	PA-3780        		SA-7
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions	Page 4
		 BOEING PROPRIETARY	










 








GOT-PA-3780-LA-1207848 R1






 



6.            Assignment.


 


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


7.            Confidential Treatment.


 


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 




 


	PA-3780        		SA-7
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions	Page 5
		 BOEING PROPRIETARY	










 








GOT-PA-3780-LA-1207848 R1






 



 


 


Very truly yours,


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                       2016­­­­­­­­­


 


 


GAC INC.


 


 


By _________________________          By ______________________        


 


Its                                                                    Its                                                        


 


 


Witness                                                          Witness                                          


 


 


 


 


 





 


	PA-3780        		SA-7
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions	Page 6
		 BOEING PROPRIETARY	










 


	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




 


GOT-PA-3780-LA-1600544


 


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters


 


Reference:    a) Purchase Agreement No. PA-3780 (PA 3780) between The Boeing Company (Boeing) and GAC, Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


                        b) Purchase Agreement No. 2910 (PA 2910) between The Boeing 


Company (Boeing) and GOL Transportes Aereos SA (the 737-800 Customer) relating to Model 737-8EH aircraft (the 737-800 Aircraft)


 


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


 


In recognition of Customer’s request for [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


 


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


 


 


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


 


 


3.            Assignment


 


 




	GOT-PA-3780-LA-1600544   		
	Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters	LA Page 1
		BOEING PROPRIETARY	




 




                                                                                                         


   


 









 





 




 


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


4.            Confidential Treatment


 


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.


 


 


Very truly yours,


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       




 


 


	GOT-PA-3780-LA-1600544   		
	Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters	LA Page 2
		BOEING PROPRIETARY	



 









 








 







 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                       2016


 


 


GAC INC.


 


 


By _________________________          By _________________________          


 


Its                                                                    Its                                                              


 


 


Witness                                                         Witness                                                     


 


 


 





 


	GOT-PA-3780-LA-1600544   		
	Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters	LA Page 3
		BOEING PROPRIETARY	








	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



 


GOT-PA-3780-LA-1601021


 


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          Table 1-2 Aircraft Model Substitution


 


Reference:    Purchase Agreement No. PA-3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC INC. (Customer) relating to Model 737-8 aircraft in Table 1-2 (Aircraft)


 


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


Customer may substitute the purchase of Boeing Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to the following terms and conditions:


1.                            Customer’s Written Notice.


1.1         Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


1.2         Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


1.3         Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],


 


 




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1.4         Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],


2.                            [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Position.


2.1         Customer’s substitution right is conditioned upon Boeing having an [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] position for the Substitute Aircraft in the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


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


2.3         All of Boeing’s [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] positions for Substitute Aircraft will be considered [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] a definitive agreement in accordance with paragraph 4 below.


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


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


The right to substitute to Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


4.                            Definitive Agreement.


Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 




 


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	Table 1-2 Aircraft Model Substitution 		LA Page 2
		BOEING PROPRIETARY	



 









 




 




 



5.                            Price and Advance Payments.


5.1         The Airframe Price, Optional Features Price and, if applicable, Engine 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.  


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


5.3         Refer to Letter Agreement GOT-PA-3780-LA-1601003 “Special Matters Table 1-2 Aircraft” for the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.                            Assignment.


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


7.                            Confidentiality.  


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 




 


	GOT-PA-3780-LA-1601021		SA-7
	Table 1-2 Aircraft Model Substitution 		LA Page 3
		BOEING PROPRIETARY	



 









 








  




 


Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By _________________________
	

    

	

    

	

   Its Attorney-In-Fact                                
	

    

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date: _______________________
	

    

	

    

	 	 




GAC INC.


 


 


By _________________________          By _________________________          


 


 


Its                                                                     Its                                                        


 


 


Witness                                                            Witness                                              


 


 


 


	GOT-PA-3780-LA-1601021		SA-7
	Table 1-2 Aircraft Model Substitution 		LA Page 4
		BOEING PROPRIETARY	



 


 








 








 



 


	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



 


GOT-PA-3780-LA-1601086


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


Reference:    Purchase Agreement No. PA-3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC INC. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


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


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


1.1         Customer will use its best efforts to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]: 


Furthermore, the following [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   


 


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


 


3.            Assignment.


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 




	GOT-PA-3780-LA-1601086		
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	LA Page 1
		

   BOEING PROPRIETARY
	






                                                                                                            


                  









 








  



 



4.            Confidentiality.


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By ________________________
	

    

	

    

	

   Its Attorney-In-Fact                            
	

    

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date: _____________________
	

    

	 	 




 


GAC INC.


 


 


By _________________________          By _________________________          


 


 


Its                                                                    Its                                                        


 


 


Witness                                                         Witness                                              


 


 





 


	GOT-PA-3780-LA-1601086		
	[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	LA Page 2
		

   BOEING PROPRIETARY
	










 



 


 


Supplemental Agreement No. 8


 


to


 


Purchase Agreement No. 3780


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8 Aircraft


 


 


 


            THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2016, 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);


 


W I T N E S S E T H:


 


            WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Boeing Model 737-8 aircraft (Aircraft); 


 


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


 


WHEREAS, Buyer notified Boeing per the terms of Letter Agreement GOT-PA-3780-LA-1601086, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 737-8 Aircraft described in Table 1-2 and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in Table 1-2R; and 


 




	PA3780	1  	GOT
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            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 to reflect the incorporation of this Supplemental Agreement No. 8 (SA-8) into the Purchase Agreement.


 


2.         Tables.


 


            2.1 Remove Table 1-2 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments. 


 


            2.2 Remove Table 1-2R to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments.


 


3.         Exhibits.


 


Remove and replace the Supplemental Exhibit No. BFE1, Buyer Furnished Equipment Variables, with a revised Supplemental Exhibit No. BFE1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


4.         Letter Agreements


 


4.1 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207836R1, Advance Payment Matters, with Letter Agreement No. GOT-PA-3780-LA-1207836R2, Advance Payment Matters, revised to reflect updated advance payments [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


4.2 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207840R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207840R3, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], revised to remove reference to Table 1-2 Aircraft.


 


            4.3 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207848R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE 


 








 


	PA3780	2  	GOT
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		BOEING PROPRIETARY	




 







 








 





COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions, with Letter Agreement No. GOT-PA-3780-LA-1207848R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions, to incorporate revised terms and conditions related to Buyer’s decision [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


            4.4 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207735, Performance Matters – 737-8, with the new Letter Agreement No. GOT-PA-3780-LA-1207735R1, Performance Matters – 737-8, to incorporate the performance guarantees [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


            4.5 Remove Letter Agreement No. GOT-PA-3780-LA-1601003, Special Matters Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


            


            4.6 Remove Letter Agreement No. GOT-PA-3780-LA-1601021, Table 1-2 737-8 Aircraft Model Substitution.


 


            4.7 Remove Letter Agreement No. GOT-PA-3780-LA-1601086, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 


 


5. Confidential Treatment.


 


Buyer and Boeing each understands that certain commercial and financial information contained in this Supplemental Agreement are considered by both Buyer and Boeing as confidential.  Buyer and Boeing agree that each will treat this Supplemental 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 Supplemental Agreement or any information contained herein to any other person or entity.


 


 


 


 


 


 


 


 


 


 


 


 




 


	PA3780	3  	GOT
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		BOEING PROPRIETARY	










 








 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


                        ________________________________________


 


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 _________________________


 


Its                 Attorney‐In‐Fact       


 


 


GAC INC.


 


 


By _________________________    By _________________________    


 


Its                                                        Its                                                        




 


 


 


	PA3780	4  	GOT
	SA-8		
		BOEING PROPRIETARY	




 








 


  





 



TABLE OF CONTENTS


 


Supplemental                                    


 Agreement                                      


 NUMBER                                           


 


 




	

   ARTICLES

	

   Article 1.
	

   Quantity, Model and Description

	

   Article 2.
	

   Delivery Schedule

	

   Article 3.
	

   Price

	

   Article 4.
	

   Payment

	

   Article 5.
	

   Additional Terms

	

    
	

    





 




	

   TABLE

	

   1-1.


   1-2.
	

   Aircraft Information Table SA7


   Aircraft Information Table SA8

	

   1-2R.
	

   Aircraft Information Table [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA8


    

	

   EXHIBIT

	

   A.
	

   Aircraft Configuration

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities





 




	

   SUPPLEMENTAL EXHIBITS

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features

	

   BFE1.
	

   BFE Variables SA8

	

   CS1.
	

   Customer Support Variables

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity

	

   SLP1.
	

   Service Life Policy Components





 




 




	PA3780	 1    	GOT
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SA


LETTER AGREEMENTS                                                                                                                                                                          Number                                                          


GOT-PA-3780-LA-1207832             Loading of Customer Software                                      


GOT-PA-3780-LA-1207833             Spare Parts Initial Provisioning                                       


GOT-PA-3780-LA-1207834             Purchase Rights                                                                           


GOT-PA-3780-LA-1207835R1        Table 1-1 Substitution of Model 737-8 into                       SA-7


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


GOT-PA-3780-LA-1207836R2      Advance Payments Matters                                             SA-8


GOT-PA-3780-LA-1207838R1        Promotional Support                                                          SA-3 


GOT-PA-3780-LA-1207737R2        Special Matters – Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]      SA-7


GOT-PA-3780-LA-1207734R1        Liquidated Damages – Non Excusable Delay                   SA-3 


GOT-PA-3780-LA-1207839             Demonstration Flight Waiver                                          


GOT-PA-3780-LA-1207840R3      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program        SA-8


GOT-PA-3780-LA-1207841             Boeing Purchase of Buyer Furnished Equipment           


GOT-PA-3780-LA-1207842             Open Matters                                                                   


GOT-PA-3780-LA-1207845             AGTA Matters


GOT-PA-3780-LA-1207848R2      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions     SA-8


GOT-PA-3780-LA-1207735R1      Performance Matters – 737-8                                          SA-8 
GOT-PA-3780-LA-1207830             Maintenance Cost Guarantee – 737-8                             
GOT-PA-3780-LA-1207847             Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program


GOT-PA-3780-LA-1501970R1        Table 1-1 Substitution of Model 737-8 into                       SA-7


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


GOT-PA-3780-LA-1600544             Other Payment Matters                                                      SA-7


GOT-PA-3780-LA-1601003           Special Matters – Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]                               SA-8


GOT-PA-3780-LA-1601021           Table 1-2 737-8 Aircraft Model Substitution                 SA-8




 


 


	PA3780	 2    	GOT
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GOT-PA-3780-LA-1601086           [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]         SA-8


 


 


 


 


 


 


 


 


 


 


 


 


 


RECORD OF SUPPLEMENTAL AGREEMENTS


 


 


SA-1                1          October           2012


SA-2                4          November       2013


SA-3                2          October           2015


SA-4                2          October           2015


SA-5                6          November       2015


SA-6                            Not used         2016


SA-7                19        April                2016


SA-8                                                    2016



 




	PA3780	 3    	GOT
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BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


GAC INC.


 


 


Supplemental Exhibit BFE1 to Purchase Agreement Number PA-3780


 


 


 




	GOT-PA-3780-BFE1	  	SA-8
		BOEING PROPRIETARY	






                                                                                                                        


                                                                 


 









 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8 AIRCRAFT


 


 


This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.


 


 


This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.


1.    Supplier Selection.


Customer will:


Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:


Supplier Selection dates will be provided 24 months before the first aircraft delivery.


 




	

   Galley System
	

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

	

    

	

   Galley Inserts

	

    

	

   Seats (passenger)

	

    

	

   Overhead & Audio System

	

    

	

   In-Seat Video System

	

    

	

   Miscellaneous Emergency Equipment

	

   Cargo Handling Systems*


   (Single Aisle Programs only)





 


*For a new certification, supplier requires notification ten (10) months prior to Cargo Handling System on-dock date.


Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the above supplier selection dates to actively participate with 


 






	GOT-PA-3780-BFE1	  	 SA-8    Page 1
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Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).


2.         On-dock Dates and Other Infromation.


 


On or before nine months prior to delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC).  These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE.  For planning purposes, preliminary BFE on-dock dates are set forth in Table 1 below:




 


 


	GOT-PA-3780-BFE1	  	 SA-8    Page 2
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Table 1




	

   Nominal Del Date
	

   Aircraft Qty
	

   Seats
	

   Galley / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics
	

   Cabin Systems Equipment
	

   Misc. Emergency Equipment
	

   Textiles / Raw Materials
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	

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

   1
	

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

	

   1

	

   2

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   2

	

   1

	

   1

	

   1

	

   2

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   2

	

   1

	

   1

	

   1

	

   3

	

   1

	

   1

	

   1

	

   2

	

   Aircraft Qty

	

   1

	

   1

	

   1

	

   2

	

   1

	

   1

	

   1

	

   3

	

   1

	

   1

	

   1

	

   2

	

   2

	

   2

	

   2

	

   1

	

   2

	

   1

	

   2

	

   1

	

   3

	

   1

	

   2

	

   2

	

   1

	

   3

	

   2

	

   1

	

   2

	

   1

	

   1

	

   1

	

   1

	

   2

	

   1

	

   2

	

   Aircraft Qty

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   2

	

   2

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   1

	

   Total
	

   120
	 	 	 	 	 	 	 	 	 	 






 


 


 


	GOT-PA-3780-BFE1	  	 SA-8    Page 3
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3.                  Additional Delivery Requirements – Import.


 


Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.  In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request,  Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below.  Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.


 


http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


 


 





 


	GOT-PA-3780-BFE1	  	 SA-8    Page 4
		BOEING PROPRIETARY	



 







 


 




	
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207




 


GOT-PA-3780-LA-1207836R2


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


 


Subject:          Advance Payment Matters


 


Reference:    a) Purchase Agreement No. PA-3780 (PA 3780) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)




b) Purchase Agreement No. 2910 (PA 2910) between The Boeing Company (Boeing) and GOL Transportes Aereos SA (the 737-800 Customer) relating to Model 737-8EH aircraft (the 737-800 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.         Advance Payment Schedule:


 


Notwithstanding Boeing’s standard 30% advance payment schedule set forth in Table 1-1 of the Purchase Agreement, Boeing agrees that Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


 


 


2.         [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


 


 


 




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


 


 


 


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


 


 


 


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


 


 


 


6.         Set-Off Rights


 


Customer agrees that in the event of a default of its obligations under any purchase agreement with Boeing or any agreement with any Boeing subsidiary or affiliate, Boeing may apply any or all advance payments, or other payments made by Customer with respect to an aircraft or any other Boeing product to cure, in part or in whole, any default with respect to any other aircraft or Boeing product or with respect to any other obligation under any such Boeing purchase agreement or any such agreement with another Boeing subsidiary or affiliate. In the event that Boeing sets off against, or otherwise exercises rights against any such payments made by Customer, and applies any such amounts to any obligations owed by Customer to Boeing, its subsidiaries or affiliates, Boeing will be entitled, after such application, to require Customer to replace within ten days the amount so applied such that the total amount of advance payments would be restored to the aggregate total amount of advance payments due. 


 


7.         Payments


7.1 Payments due upon reaching a Definitive Agreement are to be received by Boeing within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. All of the other periodic advance payments described in the payment schedule(s) as set forth above are each due on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Any payments received later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be subject to a late payment interest charge calculated on the basis of. Late payment 







 


 


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interest charges will accrue further interest charges until paid, with any unpaid such late payment interest charges to be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


7.2 Notwithstanding the late payment interest charges described in Article 7.1 of this Letter Agreement, if Customer does not make [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer will be charged late payment interest calculated on the basis of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Any such interest charges will be included [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


8.         Confidential Treatment


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


 


Very truly yours,


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact             


 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                          2016­­­­­­­­­


 


 


GAC INC.


 




 


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GOT-PA-03780-LA-1207836R2


 



 


 



 


By _________________________          By _________________________          


 


 


Its                                                                    Its                                                        


 


 


Witness                                                         Witness                                              


 


 


 





 


	PA-3780       		SA-8
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   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207







 


GOT-PA-3780-LA-1207840R3


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman
KY1-1104
Cayman Islands 


 


Subject:          [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program


 


Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


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


1.            Definitions.


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 Table 1-1 of the Purchase Agreement as of the date of this Letter Agreement.


2.            Applicability.


Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


3.            [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Forecast.


Boeing will release an [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR 


CONFIDENTIAL TREATMENT] forecast in February and August of each year based on Boeing’s then current standard [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] formula.  Only one [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast shall be used to conduct the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] analysis performed in accordance with Article 4.1, below, for a given Program Aircraft.  The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast applicable to a given Program Aircraft is set forth in Attachment A.




PA-3780                                                                                                                                   SA-8


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BOEING PROPRIETARY









 








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


4.1     If the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a cumulative [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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


4.2     If Boeing provides Customer the option described in Article 4.1.2 above, then Customer shall notify Boeing in writing of its election to exercise the option contained in Article 4.1.2 (i), 4.1.2 (ii) or 4.1.2 (iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


4.2.1               Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 






	PA-3780 	SA-8

                                                                                                                                  


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4.2.2   Should Customer fail to issue any notice to Boeing in accordance with Article 4.2 above, then the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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


If the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a cumulative annual [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] factor that is equal to or less [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.            Applicability to Other [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


7.            Assignment. 


Except for an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part.


8.            Confidential Treatment.


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


                                                                                                                                 




	PA-3780 	SA-8



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Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	

   , 2016

	

    

	

    

	

    

	

    

	 	 	 




 


GAC INC.


 


 


By _________________________          By _________________________          


 


Its                                                        Its                                                        


 


 


Witness                                              Witness                                              




 


                                                                                                                       


	PA-3780 	SA-8



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ATTACHMENT A


 


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




 


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ATTACHMENT B


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


 


 


 


 





 


	PA-3780 	SA-8



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Page 6


BOEING PROPRIETARY








 








	 
   	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



 



GOT-PA-3780-LA-1207848R2


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


Subject:          [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions


 


Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


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


 


To accommodate Customer’s concerns regarding uncertain market conditions and Boeing’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer and Boeing agree that [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to the following terms and conditions: 


 


1.                            Aircraft with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions:


 


1.1         The following [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] identified in Table 1-1 to the Purchase Agreement (Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions) are subject to the terms and conditions described in this Letter Agreement:




	PA-3780	 SA-811

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


 


 


1.3         The Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions may be individually and collectively referred to as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions.  


 


2.            Written Notice Requirements


 


2.1         Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.1.1  Customer’s Written Notice:            Customer shall provide Boeing written notice of its request to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Customer’s right to request a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


            2.1.2 Boeing’s Written Notice: Boeing shall provide Customer a written notice of its desire to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Boeing’s right to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.2         Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions [CONFIDENTIAL PORTION OMITTED AND 


 




                                                                                                                             


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FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions with Scheduled Delivery Dates in 2020 – 2028


 


2.2.1  Customer’s Written Notice:  Customer shall provide Boeing written notice of its request to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Customer’s right to request a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


2.2.2  Boeing’s Written Notice: In the event that Boeing desires to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            Boeing’s right to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


3.            Boeing’s Production Capability.


 


Once Boeing has received Customer’s written request, Boeing will review Customer’s request to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


3.1         Boeing having the production capability to produce the Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


4.            Definitive Agreement.


 


4.1         The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] rights, and Customer and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer and Boeing executing a supplemental agreement to amend Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 




                                                                                                                           


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(i) Customer’s written Notice to Boeing; or


(ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


(iii) Boeing’s written notice to Customer.  


4.2         In the event that definitive agreement defining the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


4.3       Should Boeing or Customer not exercise its right to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 


5.            Price and Advance Payments.


 


The Airframe, Engine, and Optional Features Prices will be provided in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and escalated to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


6.            Assignment.


 


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.


 


7.            Confidential Treatment.


 


The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


 


	PA-3780	 SA-811





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Very truly yours,


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                       2016­­­­­­­­­


 


 


GAC INC.


 


 


By _________________________          By _________________________          


 


Its                                                        Its                                                        


 


 


Witness                                              Witness                                              


 


 


 


 


 


	PA-3780	 SA-811






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    	The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207







 


GOT-PA-3780-LA-1207735R1


 


 


GAC, Inc.


PO Box 309, Ugland House 


Grand Cayman 


KY1-1104


Cayman Islands


 


 


 


Subject:          Performance Matters – 737-8 


 


Reference:    Purchase Agreement No.3780 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (the Aircraft)


 


 


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


 


All terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision of the Purchase Agreement.


 


As defined in the “Open Matters” Letter Agreement GOT-PA-03780-LA-1207842 between Boeing and Customer, Boeing will provide Customer with an Interim Performance Assesment (Interim Performance Assesment) of the 737-8 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


1.         [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Related to Fuel Burn. 


 


            The efficiency from fuel burn of the Aircraft over similarly-sized aircraft is a significant factor in determining the Aircraft value.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   


 


 


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


 


 


 


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   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 1

	

   737-8 MAX Aircraft Block Fuel Improvement over 737NG Aircraft
	

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

	

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





 


 


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


Boeing projects that the short field landing weight capability of the Aircraft in 2019 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


 


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  The performance guarantee confirming the short field landing weight capability of the Aircraft is described in Attachment B to this Letter Agreement.  


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


Boeing projects that the payload – range capability of the Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


The performance guarantee confirming the payload-range capability of the Aircraft is described in Attachment B to this Letter Agreement.


 


4.         Duplication of Benefits


 


 


 


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Boeing and Customer agree it is not the intent of the parties to provide benefits hereunder that duplicate benefits to be provided (a) by Boeing under the Purchase Agreement, or any other agreement between Boeing and Customer, or (b) by engine manufacturer under any agreement between engine manufacturer and Customer, due to the Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to such other guarantee or commitment.


 


5.         Assignment


Unless otherwise noted herein, the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in this Letter Agreement are provided [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Customer and in consideration of Customer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


 


6.         Confidentiality


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


 


If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.


 


Very truly yours,


 


THE BOEING COMPANY


 


 


By _________________________


 


 


 


 


	PA-3780	 SA-811





Performance Matters                                                                                                          


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Its                 Attorney‐In‐Fact       


 


 


 


ACCEPTED AND AGREED TO this


 


Date:                                       2016­­­­­­­­


 


 


GAC INC.


 


 


By _________________________          By _________________________          


 


Its                                                        Its                                                        


 


 


Witness                                              Witness                                              


 


 





 


	PA-3780	 SA-811



Performance Matters                                                                                                          


Page 4


BOEING PROPRIETARY








 








Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 1



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
FOR GOL (VRG Linhas Aereas S.A.) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


SECTION                       CONTENTS


1              AIRCRAFT MODEL APPLICABILITY


2              [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] REFERENCE LEVEL 


3              AIRCRAFT CONFIGURATION


4              CONDITIONS


5              DEMONSTRATION


 


 


 


 




 


	

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BOEING PROPRIETARY









 








Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 2


 



1                      AIRCRAFT MODEL APPLICABILITY


1.1                   The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level contained in this attachment is applicable to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


1.2                   The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level is based on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


2                      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] REFERENCE LEVEL


2.1.1               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level for a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Conditions and operating rules:




	

   Stage Length:
	

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

	

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

	

   Takeoff:

	

    

	

    

	

    

	

   Climbout Maneuver:

	

   Climb:

	

    

	

    

	

    

	

    

	

    

	

   Cruise:

	

    

	

    

	

    

	

    

	

   Descent:

	

    

	

    

	

   Approach
and Landing Maneuver:

	

    

	

   Fixed Allowances:

	

    

	

    

	

    

	

    

	

    

	

    




 


	

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Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 3






 


 


 


 


2.1.2               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Operational Empty Weight Basis


 





	

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Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 4


,


	

   


   2.1.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Weight Summary - GOL Airlines

	

   


    


   Standard Model Specification MEW 

	Configuration Specification [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   


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

	

   


   

	

   


   


   Changes for GOL Airlines

	

   


   


   


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

	

   


   


   


   

	

   


   


   


   GOL Airlines Operational Empty Weight (OEW) 

	

   


   


   


   

	

   


   


   


   GOL Airlines Manufacturer's Empty Weight (MEW) 

	

   


   


   


   Standard and Operational Items Allowance 

	

   


   


   


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

	

   


   


   


   
	 Quantity	 Pounds
	

   


   


   


   * Seat Weight Included: 
	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   Economy Class Triple 

	

   Economy Class Triple w/3 In-Arm Food Trays 







 







 





 









 








 


 


 


 


 


	

   PA-3780
AERO-B-BBA4-M12-0306   
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Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 5



 


 




	

   2.1.4 Standard and Operational Items Allowance 
	

   

	

   
	

   

	

   Standard Items Allowance 
	 	 	
	

   
	 Qty	 Pounds	

   


   Pounds

	

   Unusable Fuel 
	

   


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


   

	

   Oil 

	

   Oxygen Equipment 

	

   Passenger Portable / Masks 

	

   Crew Masks 

	

   Miscellaneous Equipment 

	

   Crash Axe

	

   Megaphones

	

   Flashlights

	

   Smoke Hoods

	

   Galley Structure & Fixed Inserts 

	

   
			
	

   


   Operational Items Allowance 
			
	

   


   Crew and Crew Baggage 
	

   


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


   

	

   


   Flight Crew

	

   


   Cabin Crew

	

   


   Navigation Bags & Manuals

	

   


   Catering Allowance & Removable Inserts 

	

   
Passenger Service Equipment
	

   


   Potable Water - 60 USG 

	

   


   Waste Tank Disinfectant 

	

   


   Emergency Equipment 

	

   


   Escape Slides - Forward 

	

   


   Escape Slides - Aft 

	

   
Life Vests - Crew
	

   
			
	

   


   Total Standard and Operational Items Allowance 
	

   


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





 


 


 




 


 


 


 


 


	

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Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 6


 


 


 

3                      AIRCRAFT CONFIGURATION 

3.1                   737-800 Aircraft Configuration


                        The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level contained in this attachment is based on the 737-800 Aircraft configuration as defined in the original release of Detail Specification TBD, the 737-800 Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.1.3.   


3.2                   737-8 Aircraft Configuration


                        The configuration of the 737-8 used to demonstrate performance relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level will be the delivered configuration of 737-8 as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, to reflect a configuration similar to that of the 737-800W in Section 2.1.3.


4                      CONDITIONS


4.1                   The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.


4.2                   The climb, cruise and descent portions of the mission [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Normal electrical power extraction shall be defined as not less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The APU is turned off unless otherwise specified.


4.3                   The climb, cruise and descent portions of the mission block fuel commitment is based on an Aircraft center of gravity location not to be aft of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord.




 


	

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Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 7


 


 


 



4.4                   Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and a fuel density of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


5                      DEMONSTRATION


5.1                   Demonstration of the 737-8 performance relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the 737-8 Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4.


5.2                   For the purpose of demonstrating the performance of the 737-8 relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level the following shall be used as fixed quantities and allowances:




	

    
	

   Taxi-Out:
Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	

    
	

   Takeoff and Climbout Maneuver:
Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Distance [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	

    
	

   Approach and Landing Maneuver:
Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	

    
	

   Taxi-In (shall be consumed from the reserve fuel):
Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	

    
	

   Usable reserve fuel remaining upon completion of the approach and landing maneuver: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]




 


 


 


 


 


	

   PA-3780
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Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 8






 


 


 


5.3                   Demonstration of the 737-8 performance for the climb, cruise and descent portions of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level commitment shall be established by calculations based on flight test data obtained from a 737-8 aircraft in a configuration similar to that defined by the Detail Specification.


5.4                   The OEW used for demonstrating the 737-8 performance relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification plus adjustments to the GOL (VRG Linhas Aereas S.A.) Manufacturers Empty Weight and Standard and Operational Items Allowance to reflect a configuration similar to that of the 737-800W shown in Section 2.1.3.


5.5                   The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering [CONFIDENTIAL 


PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level.


 


 


 


 




	

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BOEING PROPRIETARY









 








Attachment A to Letter Agreement                                                         


No. GOT-PA-03780-LA-1207735R1


Page 9


 


 


 


 






5.6                   The demonstrated performance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification.





 


 


 


 


 


	

   PA-3780
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BOEING PROPRIETARY








 


 






Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 1



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PERFORMANCE GUARANTEES
FOR VRG Linhas Aereas S.A.


SECTION                       CONTENTS


1              AIRCRAFT MODEL APPLICABILITY


2              FLIGHT PERFORMANCE


3              AIRCRAFT CONFIGURATION


4              GUARANTEE CONDITIONS


5              GUARANTEE COMPLIANCE


6              EXCLUSIVE GUARANTEES


 


	P.A. No. 3780	SA-8
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BOEING PROPRIETARY









 


 






Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 2


 


 


 



1                      AIRCRAFT MODEL APPLICABILITY


The guarantees contained in this Attachment (the "Performance Guarantees") are applicable to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2                      FLIGHT PERFORMANCE


2.1                   Landing


2.1.1               The FAA approved landing gross weight into a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] runway and at an altitude of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with an alternate forward center of gravity limit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord, shall not be less than the following guarantee value:


NOMINAL: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
TOLERANCE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
GUARANTEE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


2.1.2               The FAA approved landing field length at a gross weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and at a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] altitude with an alternate forward 


center of gravity limit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord, shall not be more than the following guarantee value:




 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



BOEING PROPRIETARY









 


 






Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 3


 


 






NOMINAL: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
TOLERANCE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
GUARANTEE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


2.2                   Mission


2.2.1               Mission Payload


The payload for a stage length of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] nautical miles in still air (equivalent to a distance of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] nautical miles with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] knot headwind, representative of a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] using the conditions and operating rules defined below, shall not be less than the following guarantee value:




 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



BOEING PROPRIETARY









 


  





Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 4



NOMINAL: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
TOLERANCE: -[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
GUARANTEE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Conditions and operating rules:




	

   Stage
Length:
	

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

	

   Takeoff:

	

    
	

    

	

   Climbout Maneuver:
	

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

	

   Climb:
	

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

	

   Cruise:
	

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

	

   Descent:
	

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

	

   Approach 
and Landing Maneuver:
	

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

	

   Fixed Allowances:
	

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




 


 


 


 


 


 


	P.A. No. 3780	SA-8
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Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 5


 


 



2.2.2               Operational Empty Weight Basis


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




 


 


 


 


 


 


	P.A. No. 3780	SA-8
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  





Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 6


 


 


 


 



2.2.3               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Weight Summary - GOL Airlines


 


	

   Standard Model Specification MEW 
	

   

	

   
	

   Kilograms

	

   Configuration Specification 


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

    


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

	

   

	

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

	

   

	

   Changes for GOL Airlines 

	

   
	

   

	

    
	

   

	

   
	

   

	

   GOL Airlines Manufacturer's Empty Weight (MEW) 
	

   

	

   Standard and Operational Items Allowance 
	

   



   


   


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



   

	

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

	

   

	

   
	

   



   


   


   


   



   

	

   GOL Airlines Operational Empty Weight (OEW) 
	

    

	

   * Seat Weight Included: 
	

   



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


   

	

   Tourist Class Triple 

	

   Tourist Class Triple w/3 In-Arm Food Trays 

	

   
	

   







 




 


 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



BOEING PROPRIETARY









 


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 






Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 7


 



2.2.4               Standard and Operational Items Allowance


	

   Standard Items Allowance 
		
	

   
	

   


   Qty
	

   


   Kilograms

	

   Unusable Fuel 
	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   Oil 

	

   Oxygen Equipment 

	

   Miscellaneous Equipment 

	

   Galley Structure & Fixed Inserts 

	

   
		
	

   Operational Items Allowance 
		
	

   
		
	

   Crew and Crew Baggage 
	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   Flight Crew 

	

   Cabin Crew 

	

   Navigation Bags & Manuals

	

   Catering Allowance & Removable Inserts

	

   Passenger Service Equipment 

	

   Potable Water - 60 USG 

	

   Waste Tank Disinfectant 

	

   Emergency Equipment 

	

   
		
	

    
Total Standard and Operational Items Allowance	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   
		
	

   
		
	

   
		






 




 


 


 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



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Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 8


 


 


 



3                      AIRCRAFT CONFIGURATION


3.1                   The guarantees contained in this Attachment are based on the Aircraft configuration as defined in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], plus any changes mutually agreed upon or otherwise allowed by the Purchase Agreement to be incorporated into the Customer’s Detail Specification (herein referred to as the Detail Specification).  Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft.  Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.


3.2                   The guarantee payload of Paragraph 2.2.1 will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:


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


4                      GUARANTEE CONDITIONS


4.1                   All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.


4.2                   For the purposes of these [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] guarantees the Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-900ER Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 41, dated July 31, 2007.


4.3                   In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 4.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the 


guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.




 


 


 


 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



BOEING PROPRIETARY









 


 






Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


Page 9


 


 


 






4.4                   The landing guarantee and the takeoff portion of the mission guarantee are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 225 mph tires, with Category B brakes and anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified.  The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and the Auxiliary Power Unit (APU) turned off unless otherwise specified.  The improved climb performance procedure will be used for takeoff as required.  The landing performance is based on the use of automatic spoilers.


4.5                   The climb, cruise and descent portions of the mission guarantee include allowances for normal power extraction and engine bleed for normal operation of the air conditioning system.  The digital bleed is set for the Customer interior in Paragraph 2.2.3.  No bleed or power extraction for thermal anti-icing is provided unless otherwise specified.  The APU is turned off unless otherwise specified.


4.6                   The climb, cruise and descent portions of the mission guarantee are based on an Aircraft center of gravity location, as determined by Boeing, not to be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord.


4.7                   Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and a fuel density of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


5                      GUARANTEE COMPLIANCE


5.1                   Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.




 


 


 


 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



BOEING PROPRIETARY









 


 






Attachment B to Letter Agreement                                                         


No. GOT-PA-3780-LA-1207735R1


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5.2                   Compliance with the landing guarantee and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-8.


5.3                   Compliance with the landing guarantees and the takeoff portion of the mission guarantee shall be shown using an alternate forward center of gravity limit [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord.


5.4                   Compliance with the climb, cruise and descent portions of the mission guarantee shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.


5.5                   The OEW used for compliance with the mission guarantee shall be the actual MEW plus the Standard and Operational Items Allowance in Appendix E of the Detail Specification.


5.6                   The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.


5.7                   Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification.


6                      EXCLUSIVE GUARANTEES


The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.


 





 


 


 


 


 


	P.A. No. 3780	SA-8
	AERO-B-BBA4-M14-0360A 	SS14-0162



BOEING PROPRIETARY