Table of Contents





Exhibit 10.14


  SUPPLEMENTAL AGREEMENT NO. 10

  

to



Purchase Agreement No.2910 



between 



THE BOEING COMPANY



and



GAC INC . 


Relating to Boeing Model 737-SEH Aircraft 


     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 19th day of October 2006, 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. 2910, dated 17 May 2004, as amended and supplemented (the Agreement) relating to the purchase and sale of fifteen (15) Boeing Model 737-8EH aircraft; and 


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


     WHEREAS, Boeing and Buyer have agreed to Buyer's exercise of twenty (20) purchase rights to become additional firmly contracted Model 737-8EH aircraft, 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: 










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. 10 (SA-10) into the Purchase Agreement.



2. Tables. 


     2.1 Remove and replace, in its entirety Table 2, Aircraft Delivery, Description, Price, and Advance Payments, with a new Table 2 (attached hereto) in order to remove the August, September, and October aircraft
scheduled to deliver in calendar year 2012 and to add one (1) new aircraft in October of calendar year 2010 and one (1) new aircraft in both August and September of calendar year 2011. 


     2.2 Remove and replace, in its entirety Table 3, Aircraft Delivery, Description, Price, and Advance Payments, with a new Table 3 (attached hereto) in order to re-base the pricing from July 2004 to July 2006 for
the existing seven (7) firmly contracted Table 3 aircraft. 


     2.3 Add the new Table 4, Aircraft Delivery, Description, Price, and Advance Payments, (attached hereto) in order to add an additional twenty (20) aircraft with a July 2006 pricing base. 


3. Exhibits. 


3.1 Remove and replace, in its entirety, Supplemental Exhibit BFE1, Buyer Furnished Equipment Variables, with a new Supplemental Exhibit BFE1 (attached hereto) in order to incorporate the revised delivery positions of three (3) Table 2 aircraft, and to incorporate the addition of twenty (20) firmly contracted
aircraft under this SA-10. 


     3.2 Add the new Exhibit A2, Aircraft Configuration, applicable to the Table 3 and Table 4 aircraft, to reflect a July 2006 pricing base. 


4. Letter Agreements. 


     4.1 Remove and replace the Attachment A to Letter Agreement No. 6-1162-DME-0706R4, Purchase Right Aircraft, with a new Attachment A (attached hereto) to now reflect the exercise of twenty (20) purchase rights to
become firmly contracted aircraft under this SA-10 and the addition of twenty (20) new additional purchase rights. 


     4.2 Remove and replace the letter agreement no. 6-1162-DME-0707, Advance Payment Matters, in its entirety, with the new letter agreement no. 6-1162-DME-0707R1, Advance Payment Matters, (attached hereto) in
order to incorporate (i) a change to the advance payment deferral interest rate, (ii) the addition of an advance payment cap, and (iii) the addition of language concerning set-off rights. 










     4.3 Remove and replace the letter agreement no. 6-1162-DME-0824, Special Matters, in its entirety, and replace it with the new letter agreement no. 6-1162-DME-0824R1, Special Matters, (attached hereto) to
incorporate the business considerations associated with the Tablet, Table 2, Table 3, and Table 4 aircraft. 


     4.4 Remove and replace Page 1 and Page 2 of letter agreement no. 6-1162-DME-0825, Market Risk - Escalation, with a new Page 1 and Page 2 and to also add the new Attachments A & B thereto (attached
hereto) in order to incorporate the revised Table 3 and new Table 4 aircraft. 

__________________________________________________________________________


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:

       	/S/ Henrique Constantino

    
	Witness    	
      /S/ Fernando Sporleder jr. 

        

      
      
	 	 	 	 
	Its	
	Witness    	



 









TABLE OF CONTENTS 

					
	 	 	 	 	 SA 
	ARTICLES 	 	 	 	NUMBER 
	 		 		 
	            1. 	 	  Quantity, Model and Description 	 	 
	            2. 	 	  Delivery Schedule 	 	 
	            3. 	 	  Price 	 	 
	            4. 	 	  Payment 	 	 
	            5. 	 	  Miscellaneous 	 	 
	 
	TABLE 	 	 	 	 
	 		 		 
	              1. 	 	  Aircraft Information Table 1 (Block 1 aircraft)	 	SA-5 
	              2. 	 	  Aircraft Information Table 2 (Block 2 aircraft)	 	 SA-10 
	              3. 	 	  Aircraft Information Table 3 (Block 3 aircraft)	 	 SA-10 
	              4. 	 	  Aircraft Information Table 4 (Block 4 aircraft)	 	 SA-10 
	 
	EXHIBIT 	 	 	 	 
	 		 		 
	              A. 	 	  Aircraft Configuration 	 	SA-5 
	              A2. 	 	  Aircraft Configuration 	 	SA-I0
	              B. 	 	Aircraft Delivery Requirements and Responsibilities 	 	 
	 
	 
	SUPPLEMENTAL EXHIBITS 	 	 
	 		 		 
	              AE1. 	 	Escalation Adjustment/Airframe and Optional Features 	 	SA-5 
	              BFE1. 	 	 BFE Variables 	 	SA-I0
	              CS1. 	 	Customer Support Variables 	 	 
	              EE1. 	 	Engine Escalation/Engine Warranty and Patent Indemnity 	 	 
	              SLP1. 	 	 Service Life Policy Components 	 	 


 












					
	 	 	 	 	SUPPLEMENTAL 
	LETTER AGREEMENTS 	 	  	 	AGREEMENT
	 	 	 	 	NUMBER 
	 	 	 	 	 
	              2910-01 	 	Customer Software 	 	 
	              2910-02 	 	Spares – Flight Crew Training Spare Parts Support 	 	 
	              2910-03 	 	Spares – Initial Provisioning 	 	 
	 	 	 	 	 
	            6-1162-DME-0706 	 	Purchase Right Aircraft 	 	SA-10 
	            6-1162 -DME-0707R1 	 	Advance Payment Matters 	 	SA-10 
	            6-1162-DME-0708 	 	Technical Matters 	 	 
	            6-1162-DME-0710 	 	Performance Guarantees 	 	 
	            6-1162-DME-0711 	 	Promotional Support 	 	 
	            6-1162-DME-0712 	 	Special Matters 	 	SA-5 
	            6-1162-DME-0713 	 	Tailored Weight Program 	 	 
	            6-1162-DME-0714 	 	Demonstration Flight Waiver 	 	 
	            6-1162-DME-0824R1 	 	Special Matters 	 	SA-10 
	            6-1162-DME-0825 	 	Market Risk - Escalation 	 	SA-10 
	            6-1162-DME-0841 	 	Certain 2006 Aircraft Deliveries - Advance Payment Matters 	 	SA-7 
	            6-1162-DME-0867 	 	Short-Term Payment Deferral - Signing of SA-7 	 	SA-7 


RECORD OF SUPPLEMENTAL AGREEMENTS 

				
	SA-1 	  16 	July 	2004 
	SA-2 	  20 	January 	2005 
	SA-3 	  07 	March 	2005 
	SA-4 	  24 	March 	2005 
	SA-5 	  25 	July 	2005 
	SA-6 	  26 	August 	2005 
	SA-7 	  18 	November 	2005 
	SA-8 	  17 	February 	2006 
	SA-9 	  13 	March 	2006 
	SA-10 	 19	October 	2006 


 









     Supplemental Agreement No. SA-10 

Table 2 to Purchase Agreement No. 2910

Aircraft Delivery, Description, Price and Advance Payments 

											
	Airframe Model/MTOW: 	 	737-800 	 	155.500 	 	Detail Specification: 	 	 0019A001 -G (4/30/2004) 
	Engine Model/Thrust:	 	CFM56 -7B27/B1	 	 	 	Airframe Price Base Year/Escalation Formula: 	 	                    Ju1/04 	 	ECI-MFG/CPI 
	 	 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	                    N/A 	 	N/A 
	Airframe Price: 	 	 	 	$58.854.000	 	 	 	 	 	 
	Optional Features: 	 	 	 	 $613.400	 	 	 	 	 	 
	 		 		 		 		 		 
	  Sub-Total of Airframe and Features:	 	 $59.467.400	 	Airframe Escalation Data: 	 	 	 	 
	 		 		 		 		 
	Engine Price (Per Aircraft): 	 	 	 	$0 	 	Base Year Index (ECI): 	 	 	 	166,1 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	$59.467.400 	 	Base Year Index (CPI): 	 	 	 	184,1 
	 		 		 		 		 
	 
	Buyer Furnished Equipment (BFE) Estimate: 	 	$1.294.000 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	$0 	 	 	 	 	 	 
	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	$90.000 	 	 	 	 	 	 


 

	Delivery

  Date 	Number of

      Aircraft	Escalation

      Factor

      (Airframe)	 	 	Escalation Estimate

      Adv Payment Base

      Price Per A/P 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	At Signing

  1%  	24 Mos.

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

  5% 	 Total

      30%
	jul-2008 	1	1,1398 	 	 	$67.781.000	$587.810	$2711.240	$3.389.050	 $20.334.300
	nov-2008 	1	1,1511	 	 	$68.453.000 	$594.530	$2.738.120	$3.422.650	 $20.535.900
	abr-2009 	1	1,1653	 	 	$69.297.000 	$602.970	$2.771.880	$3.464.850	 $20.789.100
	mai-2009 	1	1,1682	 	 	$69.470.000 	$604.700	$2.778.800	$3.473.500	 $20.841.000
	jul-2009	1	1,1738	 	 	$69.803.000	$608.030	$2.792.120	$3.490.150	 $20.940.900
	ago-2009	1	1,1765	 	 	$69.963.000	$609.630	$2.798.520	$3.498.150	 $20.988.900
	out-2009	1	1,182	 	 	$70.290.000	$612.900	$2.811.600	$3.514.500	 $21.087.000
	dez-2009	1	1,1878	 	 	$70.635.000	$616.350	$2.825.400	$3.531.750	 $21.190.500
	mai-2010	1	1,2032	 	 	$71.551.000	$625.510	$2.862.040	$3.577.550	 $21.465.300
	jun-2010	1	1,2061	 	 	$71.724.000	$627.240	$2.868.960	$3.586.200	 $21.517.200
	jul-2010 	1	1,2088	 	 	$71.884.000	$628.840	$2.875.360	$3.594.200	 $21.565.200
	ago-2010	1	1,2117	 	 	$72.057.000	$630.570	$2.882.280	$3.602.850	 $21.617.100
	set-2010	1	1,2145	 	 	$72.223.000 	$632.230	$2.888.920	$3.611.150	 $21.666.900


 

 Boeing Proprietary











     Supplemental Agreement No. SA-10

Table 2 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price
and Advance Payments

	Delivery

      Date 	Number of

      Aircraft	Escalation

      Factor

      (Airframe)	 	 	Escalation Estimate

      Adv Payment Base

      Price Per A/P 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	At Signing

      1%  	24 Mos.

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

      5% 	 Total

      30%
	out-2010 	2 	  1,2178 	 	 	$72.419.000 	$634,190 	$2,896.760 	$3.620.950 	$21.725.700 
	nov-2010 	1 	  1,2207 	 	 	$72.592.000 	$635.920 	$2.903.680 	$3.629.600 	$21.777.600 
	dez-2010 	1 	1,224 	 	 	$72.788.000 	$637.880 	$2.911.520 	$3.639.400 	$21.836.400 
	fev-2011 	1 	  1,2306 	 	 	$73.181.000 	$641.810 	$2.927.240 	$3.659.050 	$21.954.300 
	abr-2011 	1 	  1,2375 	 	 	$73.591,000 	$645.910 	$2.943.640 	$3.679.550 	$22.077.300 
	mai-2011 	1 	  1,2404 	 	 	$73.763.000 	$647.630 	$2.950.520 	$3.688.150 	$22.128.900 
	jun-2011 	1 	  1,2435 	 	 	$73.948.000 	$649.480 	$2.957.920 	$3.697.400 	$22.184.400 
	ago-2011 	2 	  1,2497 	 	 	$74.316.000 	$653,160 	$2.972.640 	$3.715.800 	$22.294.800 
	set-2011 	1 	  1,2527 	 	 	$74.495.000 	$654.950 	$2.979.800 	$3.724,750 	$22348.500 
	out-2011 	1 	  1,2555 	 	 	$74.661.000 	$656.610 	$2 986.440 	$3.733.050 	$22,398.300 
	nov-2011 	1 	  1,2586 	 	 	$74.846.000 	$658.460 	$2.993.840 	$3.742.300 	$22.453.800 
	abr-2012 	1 	  1 276 	 	 	$75.880.000 	$668.800 	$3.035.200 	$3.794.000 	$22.764.000 
	mai-2012 	1 	  1,2793 	 	 	$76.077.000 	$670,770 	$3.043.080 	$3.803.850 	$22.823.100 
	jun-2012 	1 	  1,2826 	 	 	$76.273.000 	$672.730 	$3.050.920 	$3.813,650 	$22.881.900 
	jun-2012 	1 	  1,2859 	 	 	$76.469.000 	$674,690 	$3.058.760 	$3.823.450 	$22.940.700 


	Total: 	30 	 


 




Boeing Proprietary 









     Supplemental Agreement No. SA-10

Table 3 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	155.500 	 	Detail Specification: 	 	DO I 9A001GOT38P (6/21/2006)
	Engine Model/Thrust: 	 	CFM56-71327/B1 	 	 	 	Airframe Price Base Year/Escalation Formula: 	 	jul/06 	 	ECI-MFG/CPI 
	 	 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	                    N/A 	 	N/A 
	Airframe Price: 	 	 	 	$64.491.000 	 	 	 	 	 	 
	Optional Features: 	 	 	 	$672.500 	 	 	 	 	 	 
	 		 		 		 		 		 
	Sub-Total of Airframe and Features: 	 	$65163.500 	 	Airframe Escalation Data: 	 	 	 	 
	 		 		 		 		 
	Engine Price (Per Aircraft): 	 	 	 	$0 	 	Base Year Index (ECI): 	 	 	 	180,3 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	$65.163.500 	 	Base Year Index (CPI): 	 	 	 	195,4 
	 		 		 		 		 
	 
	Buyer Furnished Equipment (BFE) Estimate: 	 	$1.418.000 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	$0 	 	 	 	 	 	 
	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	$100.000 	 	 	 	 	 	 




	Delivery

  Date 	Number of

      Aircraft	Escalation

      Factor

      (Airframe)	 	 	Escalation Estimate

      Adv Payment Base

      Price Per A/P 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	At Signing

  1%  	24 Mos.

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

  5% 	 Total

      30%
	set-2008 	1 	1,06 	 	 	$69.073.000 	$590.730 	$2,762.920 	$3.453.650 	$20.721.900 
	nov-2008 	1 	1,064 	 	 	$69.334.000 	$593.340 	$2.773.360 	$3.466.700 	$20.800.200 
	fev-2009 	2 	1,0734 	 	 	$69.947.000 	$599.470 	$2.797.880 	$3.497.350 	$20.984.100 
	mar-2009 	1 	1,0758 	 	 	$70.103.000 	$601,030 	$2.804.120 	$3.505.150 	$21.030.900 
	set-2009 	1 	1,0896 	 	 	$71.002.000 	$610.020 	$2.840.080 	$3.550.100 	$21.300.600 
	dez-2009 	1 	1,0971 	 	 	$71.491.000 	$614.910 	$2.859.640 	$3.574.550 	$21.447.300 


	Total:	 7 	 







Boeing Proprietary 









     Supplemental Agreement No. SA-10

Table 4 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	155.500 	 	Detail Specification: 	 	D019A001GOT38P (6/21/2006)
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	 	Airframe Price Base Year/Escalation Formula: 	 	jul/06 	 	ECI-MFG/CPI 
	 	 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	                    N/A 	 	N/A 
	Airframe Price: 	 	 	 	$64.491.000 	 	 	 	 	 	 
	Optional Features: 	 	 	 	$672.500 	 	 	 	 	 	 
	 		 		 		 		 		 
	Sub-Total of Airframe and Features: 	 	$65.163.500 	 	Airframe Escalation Data: 	 	 	 	 
	 		 		 		 		 
	Engine Price (Per Aircraft): 	 	 	 	$0 	 	Base Year Index (ECI): 	 	 	 	180,3 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	$65,163.500 	 	Base Year Index (CPI): 	 	 	 	195,4 
	 		 		 		 		 
	 
	Buyer Furnished Equipment (BFE) Estimate: 	 	$1.418,000 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	$0 	 	 	 	 	 	 
	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	$100.000 	 	 	 	 	 	 






	Delivery

      Date 	Number of

      Aircraft	Escalation

      Factor

      (Airframe)	 	 	Escalation Estimate

      Adv Payment Base

      Price Per A/P 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	At Signing

      1%  	24 Mos.

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

      5% 	 Total

      30%
	jul-2009 	1 	1,0845 	 	 	570.670.000 	$606.700 	$2.826.800 	$3,533.500 	$21.201.000 
	set-2009 	1	1,0896 	 	 	$71.002.000 	$610.020 	$2.840.080 	$3.550.100 	$21.300.600 
	out-2009 	1 	1,0918 	 	 	$71.146.000 	$611.460 	$2.845.840	$3.557.300 	$21.343.800 
	nov-2009 	1 	1,0939 	 	 	$71.282.000 	5612.820 	$2.851.280	$3.564.100 	$21.384.600 
	dez-2009 	1 	1,0971 	 	 	$71.491.000 	$614.910 	$2.859.640	$3.574.550 	$21.447.300 
	jan-2010 	1 	1,1004 	 	 	$71.706.000 	$617.060 	$2.868.240	$3.585.300 	$21.511.800 
	mai-2010 	2 	1,111 	 	 	$72.397.000 	$623.970 	$2.895.880	$3.619.850 	$21.719.100 
	jun-2010 	2 	1,1136 	 	 	$72.566.000 	$625.660 	$2.902.640	$3.628.300 	$21.769.800 
	jun-2010 	2 	1,1158 	 	 	$72.709.000 	$627.090 	$2.908.360	$3.635.450 	$21.812.700 
	abr-2011 	1 	1,1404 	 	 	$74.312.000 	$643.120 	$2.972.480	$3.715.600 	$22.293.600 
	jun-2011 	1 	1,1456 	 	 	$74.651.000 	$646.510 	$2.986.040	$3.732.550 	$22.395.300 
	out-2011 	1 	1,1556 	 	 	$75.303.000 	$653.030 	$3.012.120 	$3,765.150 	$22.590.960
	fev-2012 	1 	1,168 	 	 	$76.111.000 	$661.110 	$3.044.440 	$3.805.550 	$22.833.300






 Boeing Proprietary 










     Supplemental Agreement No. SA-10

Table 4 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and Advance Payments

	Delivery

      Date 	Number of

      Aircraft	Escalation

      Factor

      (Airframe)	 	 	Escalation Estimate

      Adv Payment Base

      Price Per A/P 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): 
	At Signing

      1%  	24 Mos.

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

      5% 	 Total

      30%
	mar-2012 	1	1,1707 	 	 	$76.287.000 	$662.870 	$3.051.480 	$1814.350 	$22.886.100 
	abr-2012 	1	1,1739 	 	 	$76.495.000 	$664.950 	$3.059.800 	$3.824.750 	$22.948.500 
	mai-2012 	1	1,1766 	 	 	$76.671.000 	$666.710 	$3.066.840 	$3.833,550 	$23.001.300 
	jun-2012 	1	1,1792 	 	 	$76.841.000 	$668.410 	$3.073.640 	$3,842.050 	$23.052.300 


	Total:	 20 	 


 


Boeing Proprietary 













     AIRCRAFT CONFIGURATION

 Dated: 17 May 2004 

relating to 

BOEING MODEL 737-8EH AIRCRAFT 


     The Detail Specification is D019A001GOT38P-1, dated 21 June 2006. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001-G, dated 30 April 2004 as amended to incorporate the Options
listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019ACR1GOT38P-1. As soon as practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller
Purchased Equipment. 










AIRCRAFT CONFIGURATION 

between 

THE BOEING COMPANY 

and 

GAC INC. 


Exhibit A2 to Purchase Agreement Number 2910 











BOEING PROPRIETARY 

					
	 
	 	 	 	 	2006 $ 
	 	 	 	 	 Price 
	 CR 	 	Exhibit A2 to Purchase Agreement No. 2910 	 	Per A/C 
	 
	0110-000029	 	MINOR MODEL 737-800 PASSENGER AIRPLANE 	 	 IB 
	 
	0110-000030	 	MAJOR MODEL 737 AIRPLANE 	 	 IB 
	 
	0170A213B33	 	FLIGTH DECK - 2 OBSERVERS 	 	$33.900
	 
	0170A244C58	 	AERVICING FEATURES - BASIC 	 	 -$3.200 
	 
	0170A425A75	 	AVIONICS - SINGLE FMC WITH MULTI-CONTROL DISPLAY UNIT 	 	 $61.300  
	 
	0170A541A17 	 	AIRFRAME - 737-800 	 	 IB  
	 
	0170A541A20	 	CERTIFICATION - FAA 	 	IB
	 
	0170A935A26 	 	COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF 	 	 $163.300 
	 
	0170B401B73 	 	CLIMATE - NORMAL WEATHER OPERATIONS  	 	-$3.200
	 
	0170B873A78	 	FORWARD COMPLEX - MINIMUM GALEY CAPACITY 	 	$265.000
	 
	0170B873A82	 	AFT COMPLEX- TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS 	 	 $417.200  
	 
	0170C204A96 	 	CARGO LINERS - HEAVY DUTY - FORWARD 	 	 -$3.200 
	 
	0170C204A99	 	CARGO LINERS - HEAVY DUTY - AFT 
    	 	-$3.200
	 
	0220C028D98	 	TYPE CERTIFICATION & EXPORT CERTIFICATIE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - 737-800 - GOT 	 	NC 
	 
	0222C472A10	 	SHORT FIELD PERFORMANCE ENHANCEMENT WITH TWO POSITION TAIL SKID 	 	$286.400 
	 
	0224-00036  	 	EXTENDER RANGE TWIN ENGINE OPERATIONS (ETOPS) 	 	 $6.800
	 
	0228A229A17	 	BRAZILIAN CTA SUPPLEMENT TO THE FAA APROVED AIRPLANE FLIGHT MANUAL 	 	 NC 
	 
	0252A541A03 	 	METRIC UNITS FOR FLIGHT AND OPERATIONS MANUALS, CDS INDICATIONS, AND FMCS PARAMETERS 	 	 NC 
	 
	0315B393A35	 	CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 737 - 800 	 	NC
	 
	0360C028D96	 	MISCELLANEOUS WEIGHT COLLECTOR - GOT 737-800 	 	 NC 
	 
	1110B637K75	 	EXTERIOR COLOR SCHEME AND MARKINGS - GOT - 737-800 	 	 NC 
	 
	1130A079K40 	 	LOWER LOBE CARGO COMPARTEMENT LOADING PLACARDS - KILOGRAMS PER SQUARE METER - BILINGUAL (PORTUGUESE/ENGLISH) 	 	 NC 
	 
	1130B637K93 	 	INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS (PORTUGUESE/ENGLISH) 	 	NC
	 
	2130-000010	 	600 FPM CABIN PRESSURE ASCENT RATE 	 	NC 
	 
	2130-000012	 	350 FPM CABIN PRESSURE DESCENT RATE 	 	 NC 
	 
	2160-000024	 	CABIN TEMPERATURE INDICATION - DEGREES CELSIUS	 	 NC 
	 
	2170-000021	 	OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS 	 	NC
	 
	2210-000003	 	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE 	 	NC
	 
	2210-000121	 	AUTOFLIGHT - ACTIVATION OF CONTROLWHEEL STEERING REVERSION IN APPROACH MODE 	 	NC
	 
	2210-000123	 	AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL 	 	NC
	 
	2210-000128	 	AUTOFLIGHT - CONTROL WHEEL STEERING WARNING 	 	NC
	 
	2210-000130	 	AUTOFLIGHT - AIRSPEED DEVIATION WARNING 	 	NC
	 
	2210-000142	 	AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET 	 	NC
	 
	2230-000137	 	AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE 	 	NC
	 
	2310B401A33	 	COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE 	 	NC
	 
	2311A589A24	 	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE ROCKWELL HF TRANSCEIVER - P/N 822-0330-001- AND DIGITAL HF COUPLER - P/N 822-0987-003 - BFE/SPE 	 	NC
	 
	2312-000787	 	VHF COMMUNICATIONS - DUAL ROCKWELL ARINC 716/750 VHF-900B FM-IMMUNE TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING - P/N 822-1047-003 - BFE/SPE 	 	NC
	 
	2321-000047	 	SELCAL - GABLES CONTROL PANEL - P/N G7165-01 	 	NC
	 
	2321B401A04	 	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C BFE/SPE 	 	NC
	 
	2324A218A52	 	EMERGENCY LOCATOR TRANSMITTER (ELT) - ARTEX 3-FREQUENCY AUTOMATIC - FIXED, P/N 453-5004 - BFE/SPE 
    	 	$23.700
	 
	2331B754B15	 	PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - ROCKWELL COLLINS AMPLIFIER - BFE/SPE 	 	NC
	 
	2331B754B17	 	PASSENGER ADDRESS (PA) SYSTEM - PA-IN-USE INDICATOR IN THE FLIGHT DECK - BFE/SPE 	 	$4.900
	 
	2331B754B21	 	PRAM/BMM SYSTEM - PANASONIC - 80MB - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE 	 	NC
	 
	2350C174A16	 	AUDIO CONTROL PANEL INSTALLATION - 3VHF/2HF - AVTECH CORPORATION 	 	NC
	 
	2351-000034	 	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1341 - BFE/SPE 	 	NC
	 
	2351-000036	 	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE 	 	NC
	 
	2351-000042	 	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION 	 	NC
	 
	2351A213B77	 	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE 	 	NC
	 
	2351A213B80	 	HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 	 	NC
	 
	2351A213B81	 	HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 	 	NC
	 
	2371-000009	 	NO MONITOR JACK IN THE WHEEL WELL 	 	NC
	 





  BOEING PROPRIETARY 

















BOEING PROPRIETARY 

					
	 
	 	 	 	 	2006 $ 
	 	 	 	 	 Price 
	 CR 	 	Exhibit A2 to Purchase Agreement No. 2910 	 	Per A/C 
	 
	2371-000053 	 	SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL- 2 HOUR RECORDING TIME - P/N 980-6022-001 & P/N 980-6116-   001 	 	 NC 
	 
	2433-000008 	 	 STANDBY BUS - CONNECTION OF AIR TRAFFIC CONTROL (ATC) NO. I 	 	 NC 
	 
	2433-000042 	 	 STANDBY POWER - 30-MINUTE CAPABILITY - SINGLE 48 AMP HOUR BATTERY 	 	$48.100 
	 
	2433-000093 	 	 STANDBY BUS - LOADS ADDITION - FMCS, CDS & DME 	 	 NC 
	 
	2513-000433 	 	 CUPHOLDER - INSTALLATION - FIRST OFFICERS SIDEWALL WITHOUT PRINTER OR  AUDIO SELECTOR PANEL 
	 	 NC 
	 
	2520B637K80 	 	 INTERIOR COLOR AND MATERIAL - STANDARD OFFERING - GOL 
	 	 NC 
	 
	2523B637L08 	 	 PASSENGER SERVICE UNITS - 177 PAX 
	 	$198.200 
	 
	2524B637K92 	 	 FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT SELECTABLES 
	 	 $500 
	 
	2524B637L09 	 	 FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT 
	 	$27.900 
	 
	2525B637L10 	 	 ECONOMY CLASS SEATS - 737-800 - 177 PAX 
	 	NC 
	 
	2527C006A05 	 	FLOOR COVERING - CARPET, SERGED EDGES 
	 	 NC 
	 
	2528B637K98 	 	 OVERHEAD STOWAGE BINS 
	 	 $1.400 
	 
	252813637E11 	 	LITERATURE POCKETS 
    	 	 $4.100 
	 
	2530B637L04 	 	 GALLEY PART NUMBERS - BFE 
	 	NC 
	 
	'2530B637L05 	 	 GALLEY INSERT PART NUMBERS - G1 AND G4B GALLEY - BFE 
	 	NC 
	 
	2540B637L00 	 	 LA LAVATORY SELECTABLES 
	 	 $2.000 
	 
	2540B637L01 	 	 LD LAVATORY SELECTABLES 
	 	 NC 
	 
	2540B637L02 	 	LE LAVATORY SELECTABLES 
	 	 NC 
	 
	2560-000178 	 	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300- 14 - BFE/SPE 
	 	 $600 
	 
	2560-000269 	 	CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER - CAPTAIN'S SEAT BACK 
	 	 NC 
	 
	25608329B14 	 	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR CRUISERS - P/N [63600-501 - BFE/SPE 
	 	 NC 
	 
	2562B637L15 	 	OVERWATER EMERGENCY EQUIPMENT - GOT - 177 PAX 
	 	 NC 
	 
	2564B637L18 	 	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT 
	 	$17.900 
	 
	2622-000047 	 	APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINES 
	 	NC 
	 
	2841-000004 	 	STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS 
	 	 NC 
	 
	2844-000004 	 	FUEL MEASURING STICKS IN LINEAR UNITS WITH CONVERSION TABLES IN KILOGRAMS 
	 	 NC 
	 
	2911-000041 	 	ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - ABEX (10-62167)
	 	 NC 
	 
	2911-000043 	 	AC MOTOR-DRIVEN HYDRAULIC PUMPS - ABEX (10-60556)
	 	NC 
	 
	3041-000003 	 	NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW 
	 	NC 
	 
	3131-000143 	 	ACCELEROMETER - Honeywell P/N 971-4193-001 - BFE/SPE 
	 	 NC 
	 
	3131-000187 	 	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE 
	 	 NC 
	 
	3131A218A64 	 	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - SFIM - P/N ED47B 109 -BFE/SPE 
	 	 NC 
	 
	3132C174A01 	 	AIRBORNE DATA LOADER/RECORDER - ARINC 615 - HONEYWELL - 964-0401-017 - .BFE/SPE 
	 	 NC 
	 
	3162-000006 	 	CDS DISPLAY - EFIS/MAP DISPLAY FORMAT - SIDE BY SIDE ENGINE PRESENTATION 
	 	 NC 
	 
	3162-000022 	 	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI 
	 	 NC 
	 
	3162-000028 	 	'RADIO ALTITUDE - BELOW ADI 
	 	NC 
	 
	3162-000030 	 	RISING RUNWAY - DISPLAYED ON THE ADI 
	 	NC 
	 
	3162-000032 	 	RADIO ALTITUDE HEIGHT ALERT DISPLAY - 1000 FEET - ADI 
	 	 NC 
	 
	3162-000042 	 	TCAS RESOLUTION ADVISORY - ADI 
	 	 NC 
	 
	3162-000044 	 	TCAS RESOLUTION ADVISORY - VSI 
	 	 NC 
	 
	3162-000046 	 	SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI 
	 	NC 
	 
	3162-000047 	 	LOCALIZER BACKCOURSE POLARITY - REVERSAL - ADI 
	 	 NC 
	 
	3162-000050 	 	ILS FAILURE FLAGS - DISPLAYED FOR NCD 
	 	NC 
	 
	3162-000051 	 	 ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE 
	 	NC 
	 
	3162-000059 	 	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY 
	 	NC 
	 
	3162-000064 	 	RANGE ARCS - NAVIGATION DISPLAY 
	 	NC 
	 
	3162-000079 	 	MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED -NAVIGATION DISPLAY 
	 	 NC 
	 
	3162-000081 	 	ADF POINTER(S) -NAVIGATION DISPLAY 
	 	 NC 
	 
	3162-000084 	 	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY 
	 	NC 
	 
	3162-000085 	 	FMC AND ADIRU POSITION DIFFERENCE - DIFFERENCE EXCEEDANCE DISPLAYED 
	 	NC 
	 
	3162-000288 	 	APPROACH MINIMUMS - RADIO AND BARO BASED 
	 	NC 
	 
	3244-000008 	 	SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL 
	 	NC
	 
	3245-000048 	 	BRAKES - STEEL - HIGH CAPACITY - ALLIEDSIGNAL 
	 	NC
	 
	3245-000093 	 	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 28 PR, 225 MPH TIRES 
	 	NC
	 





  BOEING PROPRIETARY 



















BOEING PROPRIETARY 

					
	 
	 	 	 	 	2006 $ 
	 	 	 	 	Price 
	                        CR 	 	Exhibit A2 to Purchase Agreement No. 2910 	 	Per A/C 
	 
	3245-000097 	 	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 12 PR, 225 MPH RADIAL TIRES 
	 	NC 
	 
	3321-000001 	 	PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL 
	 	NC 
	 
	3324-000017 	 	NO SMOKING SIGN - PERMANENT ILLUMINATION 
	 	NC 
	 
	3342-000035 	 	NOSE GEAR TAXI LIGHT - 250-WATT 
	 	NC 
	 
	3350A704A19 	 	EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT 
	 	$20.800 
	 
	3412-000022 	 	DUAL ELEMENT NON-ASPIRATED TAT PROBE 
	 	NC 
	 
	3414-000035 	 	STANDBY ALTIMETER/AIRSPEED INDICATOR - FLIGHT DECK 
	 	NC 
	 
	3423-000023 	 	STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE - SFE 
	 	NC 
	 
	3430-000112 	 	ILS/GPS MULTI-MODE RECEWER(MMR) - ALLIEDSIGNAL - P/N 066-50029-1101 - 
	 	NC 
	 
	3431A065B03 	 	VHF NAV/DME CONTROL PANEL - GABLES ENGINEERING - P/N G7500-03 - BFE/SPE 
	 	NC 
	 
	3433A732A13 	 	RADIO ALTIMETER (RA) - CAT BIB CAPABLE - HONEYWELL INTERNATIONAL INC - P/N 066-50007-0111 - BFE/SPE 
	 	NC 
	 
	3443A065B13 	 	SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL COLLINS TRANSCEIVER P/N 822-1710-001 - BFE/SPE 
	 	NC 
	 
	3443B691B64 	 	SINGLE WXR-2 /00 MULTISCAN WEATHER RADAR SYSTEM CONTROL PANEL - ROCKWELL COLLINS P/N 622-5129-802 - BFE 
	 	$13.500 
	 
	3445B866A10 	 	TCAS SYSTEM - HONEYWELL INTERNATIONAL INC TCAS COMPUTER P/N 940-0300-001 - 
	 	NC 
	 
	3446-000045 	 	STANDARD VOLUME FOR ALTITUDE CALLOUTS 
	 	NC 
	 
	3446-000085 	 	GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, APPROACHING MINIMUMS, MIN] MUMS 
	 	NC 
	 
	3451-000023 	 	VOR/MARKER BEACON - ALLIEDSIGNAL RECEIVER P/N 066-50012-0101 - BFE/SPE 
	 	NC 
	 
	3453B866A17 	 	ATC SYS __ I EM - HONEYWELL INTERNATIONAL INC ATC TRANSPONDER P/N 066-01127- 1602 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - HONEYWELL INTERNATIONAL INC CONTROL PANEL P/N 071-01503-2601 - BFE/SPE 
	 	NC 
	 
	3455-000020 	 	DISTANCE MEASURING EQUIPMENT (DME) - ALLIEDSIGNAL INTERROGATOR P/N 066- 50013-0101 - BFE/SPE 
	 	NC 
	 
	3457A065A61 	 	AUTOMATIC DIRECTION FINDER - SINGLE SYSTEM 
	 	NC 
	 
	3457A065A62 	 	AUTOMATIC DIRECTION FINDER (ADF) - SINGLE SYSTEM - ALLIEDSIGNAL DFA-75B - ADF RECEIVER P/N 066-50014-0101; ADF ANTENNA P/N 2041683-7507 - BFE/SPE
	 	NC 
	 
	3457A065A65 	 	SINGLE ADF CONTROL PANEL - GABLES - G7402-05 - WITH TONE SWITCH - BFE/SPE 
	 	NC 
	 
	3461A425A10 	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED 
	 	NC 
	 
	3511-000011 	 	NO REMOTE CREW OXYGEN FILL STATION 
	 	NC 
	 
	3511B873B95 	 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - EROS - BFE/SPE 
	 	$7.500 
	 
	3511B899B49 	 	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - FIRST OBSERVER - EROS - BFE/SPE 
	 	NC 
	 
	3511B899B50 	 	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - SECOND OBSERVER - EROS/SCOTT AVIATION - BFE/SPE 
	 	NC 
	 
	3520-000254 	 	CHEMICAL OXYGEN GENERATORS - PASSENGER OXYGEN SYSTEM - 22 MINUTES CAPABILITY 
	 	$37.200 
	 
	3811-000019 	 	POTABLE WATER - SERVICEABLE TO 60 GALLONS 
	 	$2.000 
	 
	3832-000032 	 	VACUUM WASTE SYSTEM - MONOGRAM TOILET ASSEMBLIES 
	 	NC 
	 
	39100O28D97 	 	AFT ELECTRONICS PANEL ARRANGEMENT - GOT 
	 	NC 
	 
	5200-000036 	 	HOLD-OPEN LOCK (DOWN-TO-RELEASE) - ENTRY AND SERVICE DOORS 
	 	NC 
	 
	5231A561054 	 	CARGO DOOR - SOLID SKIN 
	 	NC 
	 
	5300-000027 	 	UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY 
	 	NC 
	 
	5352A298A27 	 	RADOME- HONEYCOMB CORE - SFE 
	 	    NC 
	 
	7200-000224 	 	SINGLE ANNULAR COMBUSTOR - CFM56-7 ENGINES 
	 	NC 
	 
	7200A251A03 	 	CFM56-7 ENGINES - 7B27/B1 FULL RATING 
	 	SIDE LTR 
	 
	7900-000116 	 	LUBRICATING OIL - MOBIL JET II 
	 	NC 
	 
	MISC 	 	INTERIOR ALLOWANCE 
	 	-$958.900 
	 
	 
	OPTIONS: 144 	 	 	 	TOTALS: $672.500 
	 





  BOEING PROPRIETARY 










BUYER FURNISHED EQUIPMENT VARIABLES 

between 

THE BOEING COMPANY 

and 

GAC INC. 

 


Supplemental Exhibit BFE 1 to Purchase Agreement Number 2910 

 

 

 

 

 


    BOEING PROPRIETARY 










  BOEING PROPRIETARY 


BUYER FURNISHED EQUIPMENT VARIABLES 

relatingto 

BOEING MODEL 737-8EH AIRCRAFT 

 


This Supplemental Exhibit BFE 1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft. 


1. Supplier Selection. 

    Customer will: 


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

			
	Galley System 	 	Complete 9005 
	 	 	 
	Galley Inserts 	 	Complete. 9005 
	 	 	 
	Seats (passenger)	 	Complete 2005 
	 	 	 
	Cabin Systems Equipment 	 	Complete 2005 
	 	 	 
	Miscellaneous Emergency Equipment 	 	Complete /005 
	 	 	 
	Cargo Handling Systems 	 	****NT/A**** 
	 	 	 





  BOEING PROPRIETARY 










  BOEING PROPRIETARY 


2. On-dock Dates 


On or before March 2005, Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates
and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below: 

			
	Item 	 	Preliminary On-Dock Dates 
	 	 	 
	 	 	June 2006 
	 	 	(Early roll-out to support flight test, r/o 11/7/05)
	 	 	Aircraft 
	 	 	 
	Seats 	 	4/19/06 
	Galleys/Furnishings 	 	10/14/05 
	   Miscellaneous Emergency Equipment 	 	10/14/05 
	* Emergency floor lighting will be deferred until after flight test. All other cabin lighting and emergency egress lighting will be fully operational per flight test requirements. Estimated deferred on- dock date for floor lighting, 
	 	2/19/06 
	Electronics 	 	8/21/05 
	Textiles/Raw Material 	 	7/11/05 
	* All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 	 	1/9/06 
	Cargo Systems 	 	N/A 
	Provision Kits 	 	N/A 
	Radomes 	 	N/A 













  BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	July 2006 (1)	 	July 2006 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	5/19/06 	 	5/22/06 
	Galleys/Furnishings 	 	5/12/06 	 	5/15/06 
	Miscellaneous Emergency Equipment 	 	5/12/06 	 	5/15/06 
	Electronics 	 	5/12/06 	 	5/15/06 
	Textiles/Raw Material 	 	2/8/06 	 	2/9/06 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	 Preliminary On-Dock Dates 
	 		 
	 	 	August 2006 (I)	 	August 2006 (2)
	 	 	Aircraft 	 	 Aircraft 
	 		 		 
	Seats 	 	6/21/06 	 	    6/22/06 
	Galleys/Furnishings 	 	6/14/06 	 	    6/15/06 
	Miscellaneous Emergency Equipment 	 	6/14/06 	 	    6/15/06 
	Electronics 	 	4/21/06 	 	    4/21/06 
	Textiles/Raw Material 	 	3/10/06 	 	    3/13/06 
	Cargo Systems 	 	N/A 	 	    N/A 
	Provision Kits 	 	N/A 	 	    N/A 
	Radomes 	 	N/A 	 	    N/A 













  BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 		 
	 	 	 September 2006 (1) 	 	September 2006 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	  7/21/06 	 	7/24/06 
	Galleys/Furnishings 	 	  7/14/06 	 	7/17/06 
	Miscellaneous Emergency Equipment 	 	  7/14/06 	 	7117/06 
	Eletrônica 	 	  5/21/06 	 	5/24/06 
	Testeis/Raw Material 	 	  4/7/06 	 	4/10/06 
	Cargo Systems 	 	  N/A 	 	N/A 
	Provision Kits 	 	  N/A 	 	N/A 
	Radomes 	 	  N/A 	 	N/A 




					
	Item 	 	 Preliminary On-Dock Dates 
	 		 
	 	 	 October 2006 (1)	 	October 2006 (2)
	 	 	Aircraft 	 	 Aircraft 
	 		 		 
	Seats 	 	 8/23/06 	 	 8/24/06 
	Galleys/Furnishings 	 	 8/16/06 	 	 8/17/06 
	Miscellaneous Emergency Equipment 	 	 8/16/06 	 	 8/17/06 
	Electronics 	 	 6/23/06 	 	 6/24/06 
	Textiles/Raw Material 	 	 5/15/06 	 	 5/11/06 
	Cargo Systems 	 	 N/A 	 	 N/A 
	Provision Kits 	 	 N/A 	 	 N/A 
	Radomes 	 	 N/A 	 	 N/A 













  BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	November 2006 (1) 	 	November 2006 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	9/21/06 	 	9/22/06 
	Galleys/Furnishings 	 	9/14/06 	 	9/15/06 
	Miscellaneous Emergency Equipment 	 	9/14/06 	 	9/15/06 
	Electronics 	 	7/21/06 	 	7/21/06 
	Textiles/Raw Material 	 	6/8/06 	 	6/9/06 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	March 2007 	 	April 2007 
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	1/23/07 	 	2/20/07 
	Galleys/Furnishings 	 	1/16/07 	 	2/13/07 
	Miscellaneous Emergency Equipment 	 	1/16/07 	 	2/13/07 
	Electronics 	 	11/23/06 	 	1/16/07 
	Textiles/Raw Material 	 	9/21/06 	 	10/30/06 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 














  BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	July 2007 (I)	 	July 2007 (2)
	 	 	Aircraft 	 	  Aircraft 
	 		 		 
	Seats 	 	5/22/07 	 	 5/23/07 
	Galleys/Furnishings 	 	5/15/07 	 	 5/16/07 
	Miscellaneous Emergency Equipment 	 	5/15/07 	 	 5/16/07 
	Electronics 	 	3/22/07 	 	 3/23/07 
	Textiles/Raw Material 	 	2/8/07 	 	 2/9/07 
	Cargo Systems 	 	N/A 	 	 N/A 
	Provision Kits 	 	N/A 	 	 N/A 
	Radomes 	 	N/A 	 	 N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	  August 2007 	 	September 2007 
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	6/21/07 	 	7/21/07 
	Galleys/Furnishings 	 	6/14/07 	 	7/14/07 
	Miscellaneous Emergency Equipment 	 	6/14/07 	 	7/14/07 
	Electronics 	 	4/20/07 	 	5/21/07 
	Textiles/Raw Material 	 	3/12/07 	 	4/9/07 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 








BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 
	 	 	 October 2007 (1)	 	October 2007 (2)
	 	 	Aircraft 	 	 Aircraft 
	 		 		 
	Seats 	 	 8/23/07 	 	 8/24/07 
	Galleys/Furnishings 	 	 8/16/07 	 	 8/17/07 
	Miscellaneous Emergency Equipment 	 	 8/17/07 	 	 8/17/07 
	Electronics 	 	 6/22/07 	 	 6/25/07 
	Textiles/Raw Material 	 	 5/10/07 	 	 5/11/07 
	Cargo Systems 	 	 N/A 	 	 N/A 
	Provision Kits 	 	 N/A 	 	 N/A 
	Radomes 	 	 N/A 	 	 N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	 October 2007 (3)	 	November 2007 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	  8/27/07 	 	9/21/07 
	Galleys/Furnishings 	 	8/20/07 	 	9/14/07 
	Miscellaneous Emergency Equipment 	 	  8/20/07 	 	9/14/07 
	Electronics 	 	  6/27/07 	 	7/21/07 
	Textiles/Raw Material 	 	5/14/07 	 	6/8/07 
	Cargo Systems 	 	  N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	 N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 
	 	 	 November 2007 (2) 	 	December 2007 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	 9/24/07 	 	10/23/07 
	Galleys/Furnishings 	 	 9/17/07 	 	10/16/07 
	Miscellaneous Emergency Equipment 	 	 9/17/07 	 	10/16/07 
	Electronics 	 	 7/24/07 	 	8/23/07 
	Textiles/Raw Material 	 	 6/11/07 	 	7/11/07 
	Cargo Systems 	 	 N/A 	 	N/A 
	Provision Kits 	 	 N/A 	 	N/A 
	Radomes 	 	 N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	December 2007 (2)	 	January 2008 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	10/24/07 	 	11/21/07 
	Galleys/Furnishings 	 	  10/17/07 	 	11/14/07 
	Miscellaneous Emergency Equipment 	 	  10/17/07 	 	11/14/07 
	Electronics 	 	8/24/07 	 	9/14/07 
	Textiles/Raw Material 	 	  7/12/07 	 	8/9/07 
	Cargo Systems 	 	 N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	 N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 
	 	 	January 2008 (2)	 	April 2008 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	11/22/07 	 	 2/22/08 
	Galleys/Furnishings 	 	11/15/07 	 	 2/15/08 
	Miscellaneous Emergency Equipment 	 	11/15/07 	 	 2/15/08 
	Electronics 	 	11/15/07 	 	 12/21/07 
	Textiles/Raw Material 	 	8/10/07 	 	 10/31/07 
	Cargo Systems 	 	N/A 	 	 N/A 
	Provision Kits 	 	N/A 	 	 N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	April 2008 (2)	 	July 2008 
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	2/25/08 	 	5/22/08 
	Galleys/Furnishings 	 	2/18/08 	 	5/15/08 
	Miscellaneous Emergency Equipment 	 	2/18/08 	 	5/15/08 
	Electronics 	 	1/2/08 	 	3/21/08 
	Textiles/Raw Material 	 	11/3/07 	 	2/8/08 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	August 2008 (1)	 	August 2008 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	 6/23/08 	 	6/24/08 
	Galleys/Furnishings 	 	 6/16/08 	 	6/17/08 
	Miscellaneous Emergency Equipment 	 	 6/16/08 	 	6/17/08 
	Electronics 	 	 4/23/08 	 	4/24/08 
	Textiles/Raw Material 	 	 3/13/08 	 	3/14/08 
	Cargo Systems 	 	 N/A 	 	N/A 
	Provision Kits 	 	 N/A 	 	N/A 
	Radomes 	 	 N/A 	 	N/A 




			
	Item 	 	Preliminary On-Dock Dates 
	 	 	 
	 	 	September 2008 
	 	 	Aircraft 
	 	 	 
	Seats 	 	7/23/08 
	Galleys/Furnishings 	 	7/16/08 
	Miscellaneous Emergency Equipment 	 	7/16/08 
	Electronics 	 	5/23/08 
	Textiles/Raw Material 	 	4/9/08 
	Cargo Systems 	 	N/A 
	Provision Kits 	 	N/A 
	 	 	N/A 
	Radomes 	 	 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	November 2008 (1)	 	November 2008 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	9/22/08 	 	9/23/08 
	Galleys/Furnishings 	 	9/15/08 	 	9/16/08 
	Miscellaneous Emergency Equipment 	 	9/15/08 	 	9/16/08 
	Electronics 	 	7/22/08 	 	7/23/08 
	Textiles/Raw Material 	 	6/9/08 	 	5/12/08 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	February 2009 (1)	 	February 2009 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	12/15/08 	 	12/16/08 
	Galleys/Furnishings 	 	12/8/08 	 	12/9/08 
	Miscellaneous Emergency Equipment 	 	12/8/08 	 	12/9/08 
	Electronics 	 	10/15/08 	 	10/16/08 
	Textiles/Raw Material 	 	8/29/08 	 	9/2/08 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A	 	N/A 
	Radomes 	 	N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	March 2009 	 	April 2009 
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	1/22/09 	 	2/19/09 
	Galleys/Furnishings 	 	1/15/09 	 	2/12/09 
	Miscellaneous Emergency Equipment 	 	1/15/09 	 	2/19/09 
	Electronics 	 	11/21/08 	 	12/19/08 
	Textiles/Raw Material 	 	9/30/08 	 	10/28/08 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	May 2009 	 	July 2009 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	3/23/09 	 	5/21/09 
	Galleys/Furnishings 	 	3/16/09 	 	5/14/09 
	Miscellaneous Emergency Equipment 	 	3/16/09 	 	5/14/09 
	Electronics 	 	1/23/09 	 	3/20/09 
	Textiles/Raw Material 	 	12/2/09 	 	2/5/09 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	July 2009 (2)	 	August 2009 
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	5/22/09 	 	6/24/09 
	Galleys/Furnishings 	 	5/15/09 	 	6/17/09 
	Miscellaneous Emergency Equipment 	 	5/15/09 	 	6/17/09 
	Electronics 	 	3/23/09 	 	6/17/09 
	Textiles/Raw Material 	 	2/6/09 	 	3/13/09 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	     Preliminary On-Dock Dates 
	 
	 	 	September.2009 (1)	 	September 2009 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	7/23/09 	 	7/24/09 
	Galleys/Furnishings 	 	7/16/09 	 	7/17/09 
	Miscellaneous Emergency Equipment 	 	7/16/09 	 	7/17/09 
	Electronics 	 	5/22/09 	 	5/26/09 
	Textiles/Raw Material 	 	4/9/09 	 	4/10/09 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	October 2009 (1)	 	October 2009 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	8/21/09 	 	8/24/09 
	Galleys/Furnishings 	 	8/14/09 	 	8/17/09 
	Miscellaneous Emergency Equipment 	 	8/14/09 	 	8/17/09 
	Electronics 	 	6/22/09 	 	6/23/09 
	Textiles/Raw Material 	 	5/8/09 	 	5/11/09 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	November 2009 	 	December 2009 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	9/22/09 	 	10/21/09 
	Galleys/Furnishings 	 	9/15/09 	 	10/14/09 
	Miscellaneous Emergency Equipment 	 	9/15/09 	 	10/14/09 
	Electronics 	 	7/22/09 	 	8/20/09 
	Textiles/Raw Material 	 	6/9109 	 	8/1/09 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 













BOEING PROPRIETARY 

					
	  Item 	 	  Preliminary On-Dock Dates 
	 
	 	 	December 2009 (2)	 	December 2009 (3)
	 	 	Aircraft 	 	Aircraft 
	 		 		 
	Seats 	 	10/22/09 	 	10/23/09 
	Galleys/Furnishings 	 	10/15/09 	 	10/16/09 
	Miscellaneous Emergency Equipment 	 	10/15/09 	 	10/16/09 
	Electronics 	 	8/21/09 	 	8/17/09 
	Textiles/Raw Material 	 	8/6/09 	 	8/7/09 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 
	 	 	January 2010 	 	May 2010 (1) 
	 	 	Aircraft 	 	Aircraft
	 		 		 
	Seats 	 	11/18/09 	 	3/23/10
	Galleys/Furnishings 	 	11/11/09 	 	3/16/10
	Miscellaneous Emergency Equipment 	 	11/11/09 	 	3/16/10
	Electronics 	 	9/18/09 	 	1/22/10
	Textiles/Raw Material 	 	8/6/09 	 	12/1/10
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 















  BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	May 2010 (2)	 	May 2010 (3)
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	  3/24/10 	 	3/25/10 
	Galleys/Furnishings 	 	  3/17/10 	 	3/18/10 
	Miscellaneous Emergency Equipment 	 	  3/17/10 	 	3/18/10 
	Electronics 	 	  1/25/10 	 	1/26/10 
	Textiles/Raw Material 	 	  12/2/09 	 	12/3/09 
	Cargo Systems 	 	  N/A 	 	N/A 
	Provision Kits 	 	  N/A 	 	N/A 
	Radomes 	 	  N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	June 2010 (1)	 	June 2010 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	4/22/10 	 	4/23/10 
	Galleys/Furnishings 	 	4/15/10 	 	4/16/10 
	Miscellaneous Emergency Equipment 	 	 4/15/10 	 	4/16/10 
	Electronics 	 	 2/22/10 	 	2/23/10 
	Textiles/Raw Material 	 	1/11/10 	 	1/12/10 
	Cargo Systems 	 	 N/A 	 	N/A 
	Provision Kits 	 	 N/A 	 	N/A 
	Radomes 	 	 N/A 	 	N/A 














BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	June 2010 (3)	 	July 2010 
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	4/26/10 	 	5/20/10
	Galleys/Furnishings 	 	4/19/10 	 	5/13/10
	Miscellaneous Emergency Equipment 	 	4/19/10 	 	5/13/10
	Electronics 	 	2/26/10 	 	3/19/10
	Textiles/Raw Material 	 	1/13/10 	 	2/8/10
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 
	 


					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	July 2010 (2)	 	July 2010 (3)
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	5/21/10 	 	 5/24/10
	Galleys/Furnishings 	 	5/14/10 	 	 5/17/10
	Miscellaneous Emergency Equipment 	 	5/14/10 	 	 5/17/10
	Electronics 	 	3/22/10 	 	 3/24/10
	Textiles/Raw Material 	 	2/9/10 	 	 2/10/10
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	August 2011 (1)	 	August 2011 (2)
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	6/22/11 	 	6/23/11 
	Galleys/Furnishings 	 	6/15/11 	 	6/16/11 
	Miscellaneous Emergency Equipment 	 	6/15/11 	 	6/16/11 
	Electronics 	 	4/22/11 	 	4/23/11 
	Textiles/Raw Material 	 	3/10/11 	 	3/11/11 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	 September 2011 	 	October 2011 (1)
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	 7/21/11 	 	8/23/11 
	Galleys/Furnishings 	 	 7/14/11 	 	8/16/11 
	Miscellaneous Emergency Equipment 	 	 7/14/11 	 	8/16/11 
	Electronics 	 	 5/20/11 	 	6/23/11 
	Textiles/Raw Material 	 	 4/7/11 	 	5/10/11 
	Cargo Systems 	 	 N/A 	 	N/A 
	Provision Kits 	 	 N/A 	 	N/A 
	Radomes 	 	 N/A 	 	N/A 













BOEING PROPRIETARY 

					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	October 2011 (2)	 	November 2011 
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	8/24/11 	 	9/22/11 
	Galleys/Furnishings 	 	8/17/11 	 	9/15/11 
	Miscellaneous Emergency Equipment 	 	8/17/11 	 	9/15/11 
	Electronics 	 	6/24/11 	 	7/22/11 
	Textiles/Raw Material 	 	5/11/11 	 	6/9/11 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 




					
	Item 	 	Preliminary On-Dock Dates 
	 		 
	 	 	February 2012 	 	March 2012
	 	 	Aircraft 	 	Aircraft 
	 		 	 	 
	Seats 	 	12/14/11 	 	1/23/12 
	Galleys/Furnishings 	 	12/7/11 	 	1/16/12 
	Miscellaneous Emergency Equipment 	 	12/7/11 	 	1/16/12 
	Electronics 	 	10/14/11 	 	11/21/11 
	Textiles/Raw Material 	 	8/30/11 	 	10/1/11 
	Cargo Systems 	 	N/A 	 	N/A 
	Provision Kits 	 	N/A 	 	N/A 
	Radomes 	 	N/A 	 	N/A 












 


GAC Inc. 

Rua Gomes de Carvalho 1629

São Paulo SP Brazil 

04547-006 

			
	Subject: 	 	Advance Payment Matters 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model  737-8EH aircraft (the Aircraft)






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


Customer and Boeing have reached agreement regarding certain modifications to the Agreement as set forth below: 


1. Advance Payment Schedule:


     Notwithstanding the advance payment schedule set forth in Table 1 of the Purchase Agreement, Boeing agrees that Customer may make Advance Payments for the Aircraft, in accordance with the schedule below described,
subject to the terms and conditions further described herein: 

			
	  Months Prior to 	 	Amount Due per Aircraft 
	Aircraft Delivery 	 	(Percent times Advance Payment Base Price)
	 		 
	 	 	 
	 
	Defini tive Agreement 	 	1.0% 
	18 	 	 5.0% 
	15 	 	 5.0% 
	12 	 	 2.0% 
	6 	 	2.0% 
	 		 
	 	 	  15.0% 





2. Deferral Charges on Deferred Advance Payments: 


     The foregoing advance payment schedule constitutes a deferral of certain amounts due Boeing pursuant to the advance payment schedule as set forth in Table 1 of the Purchase Agreement. Accordingly, Customer shall pay
deferral charges to 










Boeing on all such deferred amounts of the advance payments for the Aircraft, as described herein. 


Interest will be calculated and paid on the deferred advance payments. Interest on the deferred advance payments will accrue at an annual rate equal to the 90-day LIBOR rate as published in the Wall Street Journal, U. S. Edition, and reset
quarterly, calculated in arrears, plus 2.25% . This deferral charge will be calculated on a 365/366 day year. 


Deferral charge payments will be due on the first business day of each calendar quarter, for the previous calendar quarter, and will be computed on the basis of the actual number of elapsed days for the period commencing on the date such deferred
amounts would have been due and terminating on the date of delivery of the designated Aircraft. 


Further to the above, following the calculation method stated above, all such calendar quarter deferral charge payments shall be further deferred such that all deferral charge payments for all of the designated Aircraft will be made at the time of
each such designated Aircraft delivery. Any remaining unpaid deferral charge payments for such Aircraft are due and payable at the delivery of the designated Aircraft. 


3.  Re-Scheduling of Aircraft:  


In the event of a re-schedule, to a later delivery position, of any of the Aircraft under the terms of the Agreement, Boeing will recalculate the amount of advance payments and deferral charges due from Customer under the above described deferred
Advance Payment Schedule after giving effect to such re-scheduling and, without interest, refund to Customer within 5 business days any amounts held by Boeing in excess of such recalculated amounts. 


In the event of a re-schedule, except as provided for in Article 2 of the Purchase Agreement, to an earlier delivery position, of any of the Aircraft under the terms of the Agreement, Boeing will recalculate the amount of advance payments due from
Customer under the above described deferred Advance Payment Schedule after giving effect to such rescheduling and Customer will make immediate payment to Boeing of any amounts due within 5 business days, without any additional interest or other
charges, as a result of such recalculated amounts applicable to such accelerated delivery position. 


In the event that previously paid advance payments are to be returned to Customer pursuant to the contract termination terms and conditions of the Aircraft General Terms Agreement or Purchase Agreement, any accrued but unpaid advance payment
deferral charges will be removed and cancelled. 









4. [*] 


5.  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 










and owing under the Purchase Agreement as of the date of application of such amounts. 


6.  Confidential Treatment:


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



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:	19 October 2006

    





	GAC INC. 
	 
	
      By:

       	/S/ Henrique Constantino

        

	 	 
	Its	





	Witness
	 
	      /S/ Fernando Sporleder jr. 

      

	 
	

        














GAC Inc. 

Rua Gomes de Carvalho 1629

Sao Paulo SP Brazil

04547-006 

			
	Subject: 	 	  Special Matters 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8EH 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 Table 1, Table 2, Table 3, and Table 4 aircraft.
All below described business considerations that are subject to escalation (STE) are each limited to the terms and conditions described in Letter Agreement No. 6-1162-0825. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement. 


1. Basic Credit Memorandum 


The Basic Credit Memoranda associated with the purchase of the Table 1 aircraft and Table 2 aircraft will be [*] subject to escalation to the time of aircraft
delivery. 


The Basic Credit Memoranda associated with the purchase of the Table 3 aircraft will be [*] subject to escalation to the time of aircraft delivery. 


The Basic Credit Memoranda associated with the purchase of the Table 4 aircraft, and exercised Purchase Right Aircraft, will be [*] subject to escalation to the time of aircraft delivery. 










Such Basic Credit Memoranda will be issued concurrently with the delivery of each Table 1, Table 2, Table 3, and Table 4 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or
for other Boeing goods and services, but not for advance payments. 

 2. Promotional & Communication Support 


Boeing will provide Buyer promotional and communication support as a credit memoranda in the amount of [*] per Table 1 and Table 2 aircraft, subject to escalation to the time of each aircraft
delivery. 


Boeing will provide Buyer promotional and communication support as a credit memoranda in the amount of [*] per Table 3 and Table 4 aircraft, and exercised Purchase Right Aircraft, subject to
escalation to the time of each aircraft delivery. 


Such credit memoranda will be issued concurrently with the delivery of each of the Table 1, Table 2, Table 3, and Table 4 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or
for other Boeing goods and services, but not for advance payments. 

 3. Customer Support - Training 


Boeing will provide Buyer with a special customer support credit memoranda in the amount of [*] per Table 1 and Table 2 aircraft, subject to escalation to the time of aircraft delivery. 


Boeing will provide Buyer with a special customer support credit memoranda in the amount of [*] per Table 3 and Table 4 aircraft, and exercised Purchase Right Aircraft, subject to escalation to the
time of aircraft delivery. 


Such special Customer Support-Training credit memoranda will be issued concurrently with the delivery of each Table 1, Table 2, Table 3, and Table 4 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final
delivery purchase payment, or for other Boeing goods and services, but not for advance payments. 


4. Model 737-800 Performance Improvements 


In direct support of Buyer's requirements for improvements to the Model 737-800 performance in specific missions, Boeing will develop, test, certify, and provide, as solely determined by Boeing, all such reasonable performance improvements with the
delivery of each aircraft, or as necessary, on a post-delivery basis through a certified modification kit. Such performance improvements will be provided in the form of a priced optional performance feature to the basic aircraft. 












Boeing will provide Buyer a special model 737-800 Performance Improvement credit memoranda, to offset this priced optional performance feature, in the amount of [*] per Table 1 and Table 2
aircraft, subject to escalation to the time of aircraft delivery. 


Boeing will provide Buyer a special model 737-800 Performance Improvement credit memoranda, to offset this priced optional performance feature, in the amount of [*] per Table 3 and
Table 4 aircraft, and exercised Purchase Right Aircraft, subject to escalation to the time of aircraft delivery. 


Such model 737-800 Performance Improvement credit memoranda will be issued concurrently with the delivery of each Table 1, Table 2, Table 3, and Table 4 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final
delivery purchase payment, or for other Boeing goods and services, but not for advance payments. 


  5. Aircraft Market Adjustment 


(a) Boeing will provide Buyer a special Market Adjustment credit memoranda in the amount of [*] per Table 1 aircraft, subject to escalation to the time of aircraft delivery. Such credit
memoranda will be issued concurrently with the delivery of each Table I aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but not for
advance payments. 


(b) Boeing will provide Buyer a special Market Adjustment credit memoranda in the amount of [*] per Table 2 aircraft, subject to escalation to the time of aircraft delivery. Such credit memoranda will be
issued concurrently with the delivery of each Table 2 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but not for advance payments.


(c) As a special additional incentive to Buyer to take delivery of the Table 2 aircraft, Boeing will provide a credit memoranda in the amount [*] per Table 2 aircraft,
subject to escalation to the time of aircraft delivery. Such credit memoranda will be issued concurrently with the delivery of each Table 2 Aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery
purchase payment, or for other Boeing goods and services, but not for advance payments. 


(d) Boeing will provide Buyer a special Market Adjustment credit memoranda in the amount of [*] per Table 3 aircraft, subject to escalation to the time of aircraft
delivery. Such credit memoranda will be issued concurrently with the delivery of each Table 3
aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but not for advance payments. 









(e) Boeing will provide Buyer a special Market Adjustment credit memoranda in the amount of [*] per Table 4 aircraft, subject to escalation to the time of aircraft
delivery. Such credit memoranda will be issued concurrently with the delivery of each Table 4 aircraft, and exercised Purchase Right Aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase
payment, or for other Boeing goods and services, but not for advance payments. 


  6. Special Fleet Volume Acknowledgement 


Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [*] per Table 1 and Table 2 aircraft, subject to escalation to the time of aircraft delivery.



Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [*] per Table 3 aircraft, and exercised Purchase Right Aircraft, subject to escalation
to the time of aircraft delivery. 


Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [*]
per Table 4 aircraft, and exercised Purchase Right Aircraft, subject to
escalation to the time of aircraft delivery. 


Such special fleet volume credit memoranda will be issued concurrently with the delivery of each of the Table 1, Table 2, Table 3, and Table 4 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery
purchase payment, or for other Boeing goods and services, but not for advance payments. 


  7. Special Feature - Winglets 


(a) Boeing will provide Buyer a Special Feature - Winglets credit memoranda, to assist Buyer to offset this priced special feature, in the amount [*] per aircraft, subject to escalation to the
time of each aircraft delivery. Such credit memoranda will be issued concurrently with the delivery of each of the Table 1 aircraft and Table 2 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery
purchase payment, or for other Boeing goods and services, but not for advance payments. 

 










 (b) Boeing will provide Buyer a Special Feature - Winglets credit memoranda, to assist Buyer to offset this priced special feature, in the amount of [*] per aircraft, subject to escalation to the time of each aircraft delivery. Such credit memoranda will be issued concurrently with the delivery of each of the Table 3 aircraft, may not be assigned
  without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but not for advance payments. 


(c) Boeing will provide Buyer a Special Feature - Winglets credit memoranda, to assist Buyer to offset this
 priced special feature, in the amount of [*]
per aircraft, subject to
escalation to the time of each aircraft delivery. Such credit memoranda will be issued concurrently with the delivery of each of the Table 4 aircraft, and exercised Purchase Right Aircraft, may not be assigned without Boeing's expressed consent, and
may be used for the final delivery purchase payment, or for other Boeing goods and services, but not for advance payments. 


(d) A portion of the above item (a) and (b) credit memoranda will be exclusively available for Buyer's payment of the two (2) Boeing production special features that include (i) the aircraft provisions to accept the Buyer Furnished Equipment (BFE)
winglets as well as (ii) the actual in-production installation of the winglets onto each aircraft; (i [*] and [*] respectively, [*] subject to escalation to the time of each aircraft delivery and
(ii) [*] and [*] per Table 3 and Table 4 aircraft, and exercised Purchase Right Aircraft), subject to escalation to the time of each aircraft delivery. The remainder of each of these credit memoranda will then be
available to Buyer as described in item (a) above. 


  8. Special SA-5 Advance Payment 


As a Special Supplemental Agreement No. SA-5 Advance Payment incentive to Buyer, Boeing will provide a fixed value credit memorandum in the amount of [*] per Table 2 aircraft. Such credit memoranda will be
provided to Buyer exclusively as a reduction to the one percent (1.0%) advance payment due upon signing of Supplemental Agreement No. SA-5 for the Table 2 aircraft, and is not available to Buyer for any other purpose. 


  9. Boeing Goods & Services 


A special Boeing Goods & Services Credit Memorandum will be provided to Buyer in the amount of [*] per Aircraft, subject to escalation to the time of Aircraft delivery. 


Such special Boeing Goods & Services Credit Memorandum will be issued concurrently with the delivery of each of the Table 4 Aircraft, and may be used for the final delivery purchase payment, but not for advance payments. 


 Additionally, such special Boeing goods & services credit memoranda may be made available to Buyer on an advanced basis as early as 30 September 2006, exclusively
for the purchase of Boeing goods and services, with a fixed total amount of [*].









  10. Special Fleet Growth Consideration 


Boeing will provide Buyer a Special Fleet Growth Credit Memoranda associated with the purchase of the Table 4 aircraft in the amount of [*] subject to escalation to the
time of aircraft delivery. 


Such Special Fleet Growth Credit Memoranda will be issued concurrently with the delivery of each Table 4 aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing
goods and services, but not for advance payments. 


11. Assignment 


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


  12. Confidential Treatment 


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


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:	19 October 2006

        





	GAC INC. 
	 
	
      By:

       	/S/ Henrique Constantino

        

	 	 
	Its	





	Witness
	 
	
      /S/ Fernando Sporleder jr. 

      

	 
	

        



 











GAC Inc.

Rua Gomes de Carvaiho 1629

Sao Paulo SP Brazil

04547-006

			
	Subject: 	 	 Market Risk - Escalation
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8EH aircraft (the Aircraft)



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


In accommodation of Customer's expressed concerns regarding the financial risks associated with future price escalation, Customer and Boeing have reached further agreement regarding certain modifications to the Agreement as set forth below: 


  1. Financial Risk - Escalation 

            [*]








Letter Agreement NO. 6-1162-DME-0825

GAC Inc.

Page 2



[*]


 

2. Escalation Cap

Boieng agrees that at the time of delivery the escalation adjustment that is determinated by Supplemental Exhibit AE1 to the Purchase Agreement applicable to the Airframe and Optional Features will not exceed the escalation adjustment determinated by using the escalation cap factor set forth in Attachment A for Table 1 and Table 2 aircraft, and Attachment B for Table 3 and Table 4 aircraft, for an aircraft delivering in the corresponding month and year. For example, in the event the actual escalation adjustment determined by Supplemental Exhibit AE1 for a particular delivery month and year is less than the escalation adjustment determinated using the escalation cap factor set forth on Attachment A or Attachment B, the actual escalation adjustment will be used; in the event the actual escalation adjustment determined by Supplemental Exhibit AE1 for a particular delivery month and year is more than the adjustment determined using the escalation cap factor set forth on Attachment A or Attachm

ent B, the adjustment determined using the escalation cap factor will be used.

3. Assignment

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

4. Confidential Treatment

Customer and Boeing each understand that certain commercial and financial information contained in this Letter Agreement and any attachment(s) hereto are considered by

 

PA2910

  SA-2












BOEING PROPRIETARY

Escalation Cap Factors Calculation

	 	Escalation Cap = 	3,00% 
	 	Base Year = 	2004 


																				
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	2004	 	 Jan 	 		2008	 	 Jan 	 	1,1092 	2012 	 	Jan 	 	1,2485 	2016 	 	Jan 	 	1,4052 
	 	 	 Feb 	 			 	  Feb 	 	1,1118 	 	 	  Feb 	 	1,2515 	 	 	  Feb 	 	1,4085 
	 	 	 Mar 	 			 	  Mar 	 	1,1146 	 	 	  Mar 	 	1,2544 	 	 	  Mar 	 	1,4118 
	 	 	  Apr 	 			 	  Apr 	 	1,1173 	 	 	  Apr 	 	1,2575 	 	 	  Apr 	 	1,4153 
	 	 	  May 	 			 	  May 	 	1,1201 	 	 	  May 	 	1,2606 	 	 	  May 	 	1,4188 
	 	 	  Jun 	 			 	  Jun 	 	1,1227 	 	 	  Jun 	 	1,2636 	 	 	  Jun 	 	1,4221 
	 	 	  Jul 	 	1,0000 	 	 	  Jul 	 	1,1255 	 	 	  Jul 	 	1,2668 	 	 	  Jul 	 	1,4257 
	 	 	  Aug 	 	1,0025 	 	 	  Aug 	 	1,1284 	 	 	  Aug 	 	1,2701 	 	 	  Aug 	 	1,4294 
	 	 	  Sep 	 	1,0050 	 	 	  Sep 	 	1,1312 	 	 	  Sep 	 	1,2732 	 	 	  Sep 	 	1,4329 
	 	 	  Oct 	 	1,0075 	 	 	  Oct 	 	1,1339 	 	 	  Oct 	 	1,2762 	 	 	  Oct 	 	1,4363 
	 	 	  Nov 	 	1,0100 	 	 	  Nov 	 	1,1367 	 	 	  Nov 	 	1,2794 	 	 	  Nov 	 	1,4399 
	 	 	  Dec 	 	1,0125 	 	 	  Dec 	 	1,1396 	 	 	  Dec 	 	1,2827 	 	 	  Dec 	 	1,4436 
	2005	 	 Jan 	 	1,0150 	2009 	 	Jan 	 	1,1425 	2013 	 	Jan 	 	1,2860 	2017 	 	Jan 	 	1,4474 
	 	 	  Feb 	 	1,0175 	 	 	  Feb 	 	1,1452 	 	 	  Feb 	 	1,2890 	 	 	  Feb 	 	1,4508 
	 	 	  Mar 	 	1,0200 	 	 	  Mar 	 	1,1480 	 	 	  Mar 	 	1,2920 	 	 	  Mar 	 	1,4542 
	 	 	  Apr 	 	1,0225 	 	 	  Apr 	 	1,1508 	 	 	  Apr 	 	1,2952 	 	 	  Apr 	 	1,4578 
	 	 	  May 	 	1,0250 	 	 	  May 	 	1,1537 	 	 	  May 	 	1,2984 	 	 	  May 	 	1,4614 
	 	 	  Jun 	 	1,0275 	 	 	  Jun 	 	1,1564 	 	 	  Jun 	 	1,3015 	 	 	  Jun 	 	1,4648 
	 	 	  Jul 	 	1,0300 	 	 	  Jul 	 	1,1593 	 	 	  Jul 	 	1,3048 	 	 	  Jul 	 	1,4685 
	 	 	  Aug 	 	1,0326 	 	 	  Aug 	 	1,1623 	 	 	  Aug 	 	1,3082 	 	 	  Aug 	 	1,4723 
	 	 	  Sep 	 	1,0352 	 	 	  Sep 	 	1,1651 	 	 	  Sep 	 	1,3114 	 	 	  Sep 	 	1,4759 
	 	 	  Oct 	 	1,0377 	 	 	  Oct 	 	1,1679 	 	 	  Oct 	 	1,3145 	 	 	  Oct 	 	1,4794 
	 	 	  Nov 	 	1,0403 	 	 	  Nov 	 	1,1708 	 	 	  Nov 	 	1,3178 	 	 	  Nov 	 	1,4831 
	 	 	  Dec 	 	1,0429 	 	 	  Dec 	 	1,1738 	 	 	  Dec 	 	1,3212 	 	 	  Dec 	 	1,4869 
	2006 	 	Jan 	 	1,0455 	2010	 	 Jan 	 	1,1768 	2014 	 	Jan 	 	1,3246 	2018	 	 Jan 	 	1,4908 
	 	 	  Feb 	 	1,0480 	 	 	  Feb 	 	1,1796 	 	 	  Feb 	 	1,3277 	 	 	  Feb 	 	1,4943 
	 	 	  Mar 	 	1,0506 	 	 	  Mar 	 	1,1824 	 	 	  Mar 	 	1,3308 	 	 	  Mar 	 	1,4978 
	 	 	  Apr 	 	1,0532 	 	 	  Apr 	 	1,1853 	 	 	  Apr 	 	1,3341 	 	 	  Apr 	 	1,5015 
	 	 	  May 	 	1,0558 	 	 	  May 	 	1,1883 	 	 	  May 	 	1,3374 	 	 	  May 	 	1,5052 
	 	 	  Jun 	 	1,0583 	 	 	  Jun 	 	1,1911 	 	 	  Jun 	 	1,3405 	 	 	  Jun 	 	1,5087 
	 	 	  Jul 	 	1,0609 	 	 	  Jul 	 	1,1941 	 	 	  Jul 	 	1,3439 	 	 	  Jul 	 	1,5126 
	 	 	  Aug 	 	1,0636 	 	 	  Aug 	 	1,1972 	 	 	  Aug 	 	1,3474 	 	 	  Aug 	 	1,5165 
	 	 	  Sep 	 	1,0663 	 	 	  Sep 	 	1,2001 	 	 	  Sep 	 	1,3507 	 	 	  Sep 	 	1,5202 
	 	 	  Oct 	 	1,0688 	 	 	  Oct 	 	1,2029 	 	 	  Oct 	 	1,3539 	 	 	  Oct 	 	1,5238 
	 	 	  Nov 	 	1,0715 	 	 	  Nov 	 	1,2059 	 	 	  Nov 	 	1,3573 	 	 	  Nov 	 	1,5276 
	 	 	  Dec 	 	1,0742 	 	 	  Dec 	 	1,2090 	 	 	  Dec 	 	1,3608 	 	 	  Dec 	 	1,5315 
	2007 	 	Jan 	 	1,0769 	2011	 	 Jan 	 	1,2121 	2015 	 	Jan 	 	1,3643 	2019	 	 Jan 	 	1,5355 
	 	 	 Feb 	 	1,0794 	 	 	  Feb 	 	1,2150 	 	 	  Feb 	 	1,3675 	 	 	  Feb 	 	1,5391 
	 	 	  Mar 	 	1,0821 	 	 	  Mar 	 	1,2179 	 	 	  Mar 	 	1,3707 	 	 	  Mar 	 	1,5427 
	 	 	  Apr 	 	1,0848 	 	 	  Apr 	 	1,2209 	 	 	  Apr 	 	1,3741 	 	 	  Apr 	 	1,5465 
	 	 	  May 	 	1,0875 	 	 	  May 	 	1,2239 	 	 	  May 	 	1,3775 	 	 	  May 	 	1,5504 
	 	 	  Jun 	 	1,0900 	 	 	  Jun 	 	1,2268 	 	 	  Jun 	 	1,3807 	 	 	  Jun 	 	1,5540 
	 	 	  Jul 	 	1,0927 	 	 	  Jul 	 	1,2299 	 	 	  Jul 	 	1,3842 	 	 	  Jul 	 	1,5580 
	 	 	  Aug 	 	1,0955 	 	 	  Aug 	 	1,2331 	 	 	  Aug 	 	1,3878 	 	 	  Aug 	 	1,5620 
	 	 	  Sep 	 	1,0983 	 	 	  Sep 	 	1,2361 	 	 	  Sep 	 	1,3912 	 	 	  Sep 	 	1,5658 
	 	 	  Oct 	 	1,1009 	 	 	  Oct 	 	1,2390 	 	 	  Oct 	 	1,3945 	 	 	  Oct 	 	1,5695 
	 	 	  Nov 	 	1,1036 	 	 	  Nov 	 	1,2421 	 	 	  Nov 	 	1,3980 	 	 	  Nov 	 	1,5734 
	 	 	  Dec 	 	1,1064 	 	 	  Dec 	 	1,2453 	 	 	  Dec 	 	1,4016 	 	 	  Dec 	 	1,5774 













BOEING PROPRIETARY

Escalation Cap Factors Calculation

	 	Escalation Cap = 	3,00% 
	 	Base Year = 	2006 


																				
	2006	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jan	 		2010	 	 Jan 	 	1,1092 	2014	 	 Jan 	 	1,2485 	2018	 	 Jan 	 	1,4052 
	 	 	 Feb 	 				  Feb 	 	1,1118 	 	 	  Feb 	 	1,2515 	 	 	  Feb 	 	1,4085 
	 	 	 Mar 	 				  Mar 	 	1,1146 	 	 	  Mar 	 	1,2544 	 	 	  Mar 	 	1,4118 
	 	 	  Apr 	 				  Apr 	 	1,1173 	 	 	  Apr 	 	1,2575 	 	 	  Apr 	 	1,4153 
	 	 	  May 	 				  May 	 	1,1201 	 	 	  May 	 	1,2606 	 	 	  May 	 	1,4188 
	 	 	  Jun 	 				  Jun 	 	1,1227 	 	 	  Jun 	 	1,2636 	 	 	  Jun 	 	1,4221 
	 	 	  Jul 	 	1,0000 	 	 	  Jul 	 	1,1255 	 	 	  Jul 	 	1,2668 	 	 	  Jul 	 	1,4257 
	 	 	  Aug 	 	1,0025 	 	 	  Aug 	 	1,1284 	 	 	  Aug 	 	1,2701 	 	 	  Aug 	 	1,4294 
	 	 	  Sep 	 	1,0050 	 	 	  Sep 	 	1,1312 	 	 	  Sep 	 	1,2732 	 	 	  Sep 	 	1,4329 
	 	 	  Oct 	 	1,0075 	 	 	  Oct 	 	1,1339 	 	 	  Oct 	 	1,2762 	 	 	  Oct 	 	1,4363 
	 	 	  Nov 	 	1,0100 	 	 	  Nov 	 	1,1367 	 	 	  Nov 	 	1,2794 	 	 	  Nov 	 	1,4399 
	2007	 	  Dec 	 	1,0125 	 	 	  Dec 	 	1,1396 	 	 	  Dec 	 	1,2827 	 	 	  Dec 	 	1,4436 
	 	 	 Jan 	 	1,0150 	2011	 	 Jan 	 	1,1425 	2015	 	 Jan 	 	1,2860 	2019	 	 Jan 	 	1,4474 
	 	 	  Feb 	 	1,0175 	 	 	  Feb 	 	1,1452 	 	 	  Feb 	 	1,2890 	 	 	  Feb 	 	1,4508 
	 	 	  Mar 	 	1,0200 	 	 	  Mar 	 	1,1480 	 	 	  Mar 	 	1,2920 	 	 	  Mar 	 	1,4542 
	 	 	  Apr 	 	1,0225 	 	 	  Apr 	 	1,1508 	 	 	  Apr 	 	1,2952 	 	 	  Apr 	 	1,4578 
	 	 	  May 	 	1,0250 	 	 	  May 	 	1,1537 	 	 	  May 	 	1,2984 	 	 	  May 	 	1,4614 
	 	 	  Jun 	 	1,0275 	 	 	  Jun 	 	1,1564 	 	 	  Jun 	 	1,3015 	 	 	  Jun 	 	1,4648 
	 	 	  Jul 	 	1,0300 	 	 	  Jul 	 	1,1593 	 	 	  Jul 	 	1,3048 	 	 	  Jul 	 	1,4685 
	 	 	  Aug 	 	1,0326 	 	 	  Aug 	 	1,1623 	 	 	  Aug 	 	1,3082 	 	 	  Aug 	 	1,4723 
	 	 	  Sep 	 	1,0352 	 	 	  Sep 	 	1,1651 	 	 	  Sep 	 	1,3114 	 	 	  Sep 	 	1,4759 
	 	 	  Oct 	 	1,0377 	 	 	  Oct 	 	1,1679 	 	 	  Oct 	 	1,3145 	 	 	  Oct 	 	1,4794 
	 	 	  Nov 	 	1,0403 	 	 	  Nov 	 	1,1708 	 	 	  Nov 	 	1,3178 	 	 	  Nov 	 	1,4831 
	2008	 	  Dec 	 	1,0429 	 	 	  Dec 	 	1,1738 	 	 	  Dec 	 	1,3212 	 	 	  Dec 	 	1,4869 
	 	 	 Jan 	 	1,0455 	2012	 	 Jan 	 	1,1768 	2016 	 	Jan 	 	1,3246 	2020	 	 Jan 	 	1,4908 
	 	 	  Feb 	 	1,0480 	 	 	  Feb 	 	1,1796 	 	 	  Feb 	 	1,3277 	 	 	  Feb 	 	1,4943 
	 	 	  Mar 	 	1,0506 	 	 	  Mar 	 	1,1824 	 	 	  Mar 	 	1,3308 	 	 	  Mar 	 	1,4978 
	 	 	  Apr 	 	1,0532 	 	 	  Apr 	 	1,1853 	 	 	  Apr 	 	1,3341 	 	 	  Apr 	 	1,5015 
	 	 	  May 	 	1,0558 	 	 	  May 	 	1,1883 	 	 	  May 	 	1,3374 	 	 	  May 	 	1,5052 
	 	 	  Jun 	 	1,0583 	 	 	  Jun 	 	1,1911 	 	 	  Jun 	 	1,3405 	 	 	  Jun 	 	1,5087 
	 	 	  Jul 	 	1,0609 	 	 	  Jul 	 	1,1941 	 	 	  Jul 	 	1,3439 	 	 	  Jul 	 	1,5126 
	 	 	  Aug 	 	1,0636 	 	 	  Aug 	 	1,1972 	 	 	  Aug 	 	1,3474 	 	 	  Aug 	 	1,5165 
	 	 	  Sep 	 	1,0663 	 	 	  Sep 	 	1,2001 	 	 	  Sep 	 	1,3507 	 	 	  Sep 	 	1,5202 
	 	 	  Oct 	 	1,0688 	 	 	  Oct 	 	1,2029 	 	 	  Oct 	 	1,3539 	 	 	  Oct 	 	1,5238 
	 	 	  Nov 	 	1,0715 	 	 	  Nov 	 	1,2059 	 	 	  Nov 	 	1,3573 	 	 	  Nov 	 	1,5276 
	 	 	  Dec 	 	1,0742 	 	 	  Dec 	 	1,2090 	 	 	  Dec 	 	1,3608 	 	 	  Dec 	 	1,5315 
	 	 	 Jan 	 	1,0769 	2013 	 	Jan 	 	1,2121 	2017	 	 Jan 	 	1,3643 	2021	 	 Jan 	 	1,5355 
	 	 	  Feb 	 	1,0794 	 	 	  Feb 	 	1,2150 	 	 	  Feb 	 	1,3675 	 	 	  Feb 	 	1,5391 
	 	 	  Mar 	 	1,0821 	 	 	  Mar 	 	1,2179 	 	 	  Mar 	 	1,3707 	 	 	  Mar 	 	1,5427 
	 	 	  Apr 	 	1,0848 	 	 	  Apr 	 	1,2209 	 	 	  Apr 	 	1,3741 	 	 	  Apr 	 	1,5465 
	 	 	  May 	 	1,0875 	 	 	  May 	 	1,2239 	 	 	  May 	 	1,3775 	 	 	  May 	 	1,5504 
	 	 	  Jun 	 	1,0900 	 	 	  Jun 	 	1,2268 	 	 	  Jun 	 	1,3807 	 	 	  Jun 	 	1,5540 
	 	 	  Jul 	 	1,0927 	 	 	  Jul 	 	1,2299 	 	 	  Jul 	 	1,3842 	 	 	  Jul 	 	1,5580 
	 	 	  Aug 	 	1,0955 	 	 	  Aug 	 	1,2331 	 	 	  Aug 	 	1,3878 	 	 	  Aug 	 	1,5620 
	 	 	  Sep 	 	1,0983 	 	 	  Sep 	 	1,2361 	 	 	  Sep 	 	1,3912 	 	 	  Sep 	 	1,5658 
	 	 	  Oct 	 	1,1009 	 	 	  Oct 	 	1,2390 	 	 	  Oct 	 	1,3945 	 	 	  Oct 	 	1,5695 
	 	 	  Nov 	 	1,1036 	 	 	  Nov 	 	1,2421 	 	 	  Nov 	 	1,3980 	 	 	  Nov 	 	1,5734 
	 	 	  Dec 	 	1,1064 	 	 	  Dec 	 	1,2453 	 	 	  Dec 	 	1,4016 	 	 	  Dec 	 	1,5774 


 








 Record of Purchase Right Aircraft Exercised

										
	 	 	 	 	 	 	 	 	Remaining

	  Un-exercised

	  Aircraft 
	Document

	  Description	Effective

    Date	 	 	Aircraft

    Exercised 
	 	 
	 
	 	 	 	 	 	 	 	 	 
	PA-2910	 	17 May	 	2004 	 	0	 	28
	 
	SA-1	 	16 July	 	2004 	 	2	 	26
	SA-2	 	20 January	 	2005 	 	0	 	46
	SA-2	 	20 January	 	2005 	 	4	 	42
	SA-3	 	07 March	 	2005 	 	5	 	37
	SA-4	 	24 March	 	2005 	 	4	 	33
	SA-5	 	25 July	 	2005 	 	30	 	41
	SA-6	 	26 August	 	2005 	 	0	 	41
	SA-7	 	18 November	 	2005 	 	5	 	36
	SA-8	 	17 February	 	2006 	 	1	 	35
	SA-9	 	13 March	 	2006 	 	1	 	34
	SA-10	 	19 October	 	2006 	 	 20	 	34