Supplemental Agreement No. 6 dated 8/26/05 to Purchase Agreement dated 5/17/04


 Exhibit 10.10 
 SUPPLEMENTAL AGREEMENT NO. 6 
 to 
 Purchase Agreement No. 2910 
 between 
 THE BOEING COMPANY 
 and

 GOL FINANCE LLP 
 Relating to Boeing Model 737-8EH Aircraft 
 THIS SUPPLEMENTAL AGREEMENT, entered into as of the
     day of August 2005, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GOL FINANCE LLP, a company organized
under the laws of the United Kingdom (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 sixty (60) Boeing Model 737-8EH aircraft; and 
 WHEREAS, Boeing and Buyer now wish to
amend certain terms and conditions associated with the Agreement; and 
 WHEREAS, Boeing and Buyer have agreed to the revision of certain
terms and conditions relating to issues concerning Buyer’s acceleration of five (5) previously contracted Model 737-8EH aircraft from 2008 and 2009 to 2006, certain purchase rights afforded Customer and certain reschedule rights afforded
Boeing; 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. 6 (SA-6) into the Purchase Agreement. 
 2. Tables. 
 Remove and replace, in their entirety, Table 1, Aircraft Delivery, Description, Price, and Advance Payments, with a new Table 1 (attached hereto)
to accelerate five (5) aircraft from September 2008 (quantity - 1), February 2009 (quantity – 2), March 2009 (quantity – l) and September 2009 (quantity – 1) to July 2006 (quantity - 1), August 2006 (quantity - 1), September
2006 (quantity - 1), October 2006 (quantity - 1) and November 2006 (quantity - 1). 
 3. Letter Agreement. 
 Remove and replace Letter Agreement No. 6-1162-DME-0706R2, entitled Purchase Right Aircraft, with a new Letter Agreement
No. 6-1162-DME-0706R3, entitled Purchase Right Aircraft and Additional Consideration for certain Aircraft, which reflects Buyer’s obligation for certain Purchase Rights if Buyer begins operations in Mexico with Boeing aircraft and
Boeing’s rights to reschedule five (5) of Buyer’s aircraft if Buyer does not begin operations in Mexico with Boeing 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
	
	GOL FINANCE LLP
		
	By	 	  

	Its	 	  

	
	Witnesses:
	
	  

	
	  








 TABLE OF CONTENTS 
  

					
	  	  	 	  	 SA
 NUMBER

	ARTICLES	  	
			
	 1.
	  	 Quantity, Model and Description
	  	
			
	 2.
	  	 Delivery Schedule
	  	
			
	 3.
	  	 Price
	  	
			
	 4.
	  	 Payment
	  	
			
	 5.
	  	 Miscellaneous
	  	
		
	TABLE	  	
			
	 1.
	  	 Aircraft Information Table 1 (Block 1 aircraft)
	  	SA-6
	 2.
	  	 Aircraft Information Table 2 (Block 2 aircraft)
	  	SA-5
		
	EXHIBIT	  	
			
	 A.
	  	 Aircraft Configuration
	  	SA-5
			
	 B.
	  	 Aircraft Delivery Requirements and Responsibilities
	  	
		
	SUPPLEMENTAL EXHIBITS	  	
			
	 AE1.
	  	 Escalation Adjustment/Airframe and Optional Features
	  	SA-5
			
	 BFE1.
	  	 BFE Variables
	  	SA-5
			
	 CS1.
	  	 Customer Support Variables
	  	
			
	 EE1.
	  	 Engine Escalation/Engine Warranty and Patent Indemnity
	  	
			
	 SLP1.
	  	 Service Life Policy Components
	  	








					
	  	    	 	  	 SA
 NUMBER

	 LETTER AGREEMENTS
	  	
			
	 2910-01
	    	Customer Software	  	
			
	 2910-02
	    	Spares – Flight Crew Training Spare Parts Support	  	
			
	 2910-03
	    	Spares – Initial Provisioning	  	
			
	 6-1162-DME-0706R3
	    	Purchase Right Aircraft and Additional Consideration for certain Aircraft	  	SA-6
			
	 6-1162-DME-0707
	    	Advance Payment Matters	  	SA-5
			
	 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-0824
	    	Special Matters	  	SA-5
			
	 6-1162-DME-0825
	    	Market Risk - Escalation	  	SA-5

 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
	  	__	    	August	    	2005







 6-1162-DME-0706R3 
 GOL Finance LLP 
 Rua Tamoios, 246 
 Jardim Aeroporto 
 São Paulo – SP 
 04630-000 - Brazil 
  

			
	Subject:	  	Purchase Right Aircraft and Additional Consideration for certain Aircraft
		
	Reference:	  	Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GOL Finance LLP (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 desires for a high
degree of flexibility in its planning for further future aircraft deliveries, Customer and Boeing have reached further agreement regarding certain modifications to the Agreement as set forth below: 
 1. Purchase Right Aircraft Delivery Timing 
 Boeing offers Customer an increase of thirty-eight (38) in the total number of purchase right aircraft to a revised total of eighty-six (86) model 737-8EH purchase right aircraft, less any previously exercised purchase right
aircraft (see Attachment A). Customer will exercise not less than seven (7) such purchase rights in each calendar year through September of year 2011, with Customer retaining the ability to exercise more than seven (7) such purchase rights
in any such calendar year. All purchase right aircraft are offered on a subject-to-availability-of-position (STAP) basis, with delivery of all such purchase right aircraft to occur not later than 31 December of calendar year 2012. Should
Customer choose not to exercise at least seven (7) purchase rights in any one calendar year, such un-exercised purchase rights will be canceled (seven (7) less the number of exercised purchase rights equals the number of canceled purchase
rights) and the total number of un-exercised purchase rights will be reduced by the commensurate number. 







					
	 GOL Finance LLP
 6-1162-DME-0706R3
	 	2	 	

 All purchase right aircraft will retain the same Model 737-8EH configuration and detail specification as that
described in Exhibit A to the Purchase Agreement, with the exception of any detail special feature changes as may be mutually agreed between Customer and Boeing. 
 2. Purchase Right Aircraft Exercise and Business Terms. 
 Customer may exercise a purchase right aircraft by providing Boeing with written notice not later than the first business day of the month that is not less than fifteen (15) months prior to the requested aircraft
delivery position(s). 
 Boeing will, within thirty (30) days of Customer’s notice to exercise any such purchase right aircraft, notify Customer of
the availability of all such requested delivery positions. Should any such requested delivery position(s) be unavailable, Boeing will offer Customer alternative delivery positions, and within such thirty (30) day period, Customer and Boeing
will amend the Purchase Agreement (with revision to Attachment A to this Letter Agreement No. 6-1162-DME-0706) to incorporate the agreed upon exercised purchase right aircraft to now become additional firmly contracted aircraft. 
 The same Basic Aircraft Price and business terms as those described in the reference Purchase Agreement will apply to any such exercised model 737-8EH purchase right
aircraft delivering before 31 December 2012. However, Boeing does retain the right to increase the Basic Aircraft Price to accommodate any mandated government or other changes that may be made necessary for reasons of improving safety-of-flight
and/or retention of the aircraft certificate of airworthiness, to include Operator and/or Manufacturer’s changes, etc. per the terms of Articles 3.2 and 3.3 of the AGTA. 
 At the time of Customer’s exercise of a purchase right aircraft, such aircraft will then become a firmly contracted Aircraft and will require Customer’s payment, within five (5) business days, of any
advance payments due at the time of exercise of any such purchase right aircraft, per the terms of the Purchase Agreement and/or Letter Agreement No. 6-1162-DME-0707R1 as well as any further advance payments as may be due per the terms of the
advance payment schedule described therein. 
 3. Firm Aircraft Termination – Excusable Delay. 
 If any firmly contracted Aircraft are terminated by Boeing from this Purchase Agreement under the terms of Article 7, Excusable Delay, the number of purchase right
aircraft available to Customer under this Letter Agreement shall remain unchanged. If any firm Aircraft are terminated by Customer from this Purchase Agreement under Article 7, for reasons other than a labor strike or labor slowdown, or per the
provisions of Articles 7.4 and 7.5 of the AGTA, the number of Purchase Right Aircraft shall then be reduced by the same number as firm Aircraft terminated. 







					
	 GOL Finance LLP
 6-1162-DME-0706R3
	 	3	 	

 4. Additional Considerations for Certain Aircraft. 
 4.1 In consideration of the acceleration of the five (5) aircraft from 2008 and 2009 to 2006 if Buyer commits to operating Boeing 737NG aircraft in Mexico on or
before October 31, 2005 then Buyer will execute a supplemental agreement on or before November 15, 2005 to convert five (5) Purchase Rights into five (5) firm Aircraft with deliveries in September 2008 (quantity –
1), February 2009 (quantity – 2), March 2009 (quantity – 1) and September 2009 (quantity - 1). 
 As such, if Buyer
proceeds with its Mexico operation using Boeing 737NG aircraft on or before October 31, 2005 and executes a supplemental agreement on or before November 15, 2005 the total quantity of remaining unexercised Purchase Right Aircraft will be
revised to 36. 
 4.2 If Buyer does not commit to operate Boeing 737NG aircraft in Mexico on or before October 31, 2005 then Boeing has the right to
reschedule the October 2006 (quantity – 2), November 2006 (quantity – 2) and March 2007 (quantity – 1) (or other delivery positions in the same general time frame that Boeing identifies) to September 2008 (quantity –
1), February 2009 (quantity – 2), March 2009 (quantity – 1) and September 2009 (quantity - 1) by giving Buyer written notice of such reschedule on November 1, 2005. 






 Attachment A to 
 6-1162-DME-0706R3 
 Record of Purchase Right Aircraft Exercised 
  

									
	 Document
 Description
	  	 Effective
 Date
	  	 	  	Aircraft
Exercised	  	 Remaining
 Un-exercised
 Aircraft

	 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
	  	     August	  	2005	  	30	  	41*



	*	- Quantity will be revised to 36 if SA-7 is executed on or before October 31, 2005. 







 Supplemental Agreement No. SA-6 
 Table 1 to Purchase Agreement No. 2910 
 Aircraft Delivery, Description,
Price and Advance Payments 
  

												
	Airframe Model/MTOW:	  	737-800	  	 	155,500	  	Detail Specification:	  	D019A001-G (4/30/2004)	 	
						
	Engine Model:	  	CFM56-7B27/B1	  			  	Airframe Price Base Year/Escalation Formula:	  	Jul-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%

	 Jun-2006
	  	1	  	1.0734	  	$	63,832,000	  	$	548,320	  	$	2,553,280	  	$	3,191,600	  	$	19,149,600
	 Jul-2006
	  	2	  	1.076	  	$	63,987,000	  	$	549,870	  	$	2,559,480	  	$	3,199,350	  	$	19,196,100
	 Aug-2006
	  	2	  	1.0784	  	$	64,130,000	  	$	551,300	  	$	2,565,200	  	$	3,206,500	  	$	19,239,000
	 Sep-2006
	  	2	  	1.0807	  	$	64,266,000	  	$	552,660	  	$	2,570,640	  	$	3,213,300	  	$	19,279,800
	 Oct-2006
	  	2	  	1.083	  	$	64,403,000	  	$	554,030	  	$	2,576,120	  	$	3,220,150	  	$	19,320,900
	 Nov-2006
	  	2	  	1.085	  	$	64,522,000	  	$	555,220	  	$	2,580,880	  	$	3,226,100	  	$	19,356,600
	 Mar-2007
	  	1	  	1.0965	  	$	65,206,000	  	$	562,060	  	$	2,608,240	  	$	3,260,300	  	$	19,561,800
	 Apr-2007
	  	1	  	1.0992	  	$	65,367,000	  	$	563,670	  	$	2,614,680	  	$	3,268,350	  	$	19,610,100
	 Jul-2007
	  	2	  	1.1076	  	$	65,866,000	  	$	568,660	  	$	2,634,640	  	$	3,293,300	  	$	19,759,800
	 Aug-2007
	  	1	  	1.1101	  	$	66,015,000	  	$	570,150	  	$	2,640,600	  	$	3,300,750	  	$	19,804,500

  

					
		 	Boeing Proprietary	 	Page 1







 Supplemental Agreement No. SA-6 
 Table 1 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%

	 Sep-2007
	  	1	  	1.1126	  	$	66,163,000	  	$	571,630	  	$	2,646,520	  	$	3,308,150	  	$	19,848,900
	 Oct-2007
	  	3	  	1.1154	  	$	66,330,000	  	$	573,300	  	$	2,653,200	  	$	3,316,500	  	$	19,899,000
	 Nov-2007
	  	2	  	1.1176	  	$	66,461,000	  	$	574,610	  	$	2,658,440	  	$	3,323,050	  	$	19,938,300
	 Dec-2007
	  	2	  	1.1205	  	$	66,633,000	  	$	576,330	  	$	2,665,320	  	$	3,331,650	  	$	19,989,900
	 Jan-2008
	  	2	  	1.1237	  	$	66,824,000	  	$	578,240	  	$	2,672,960	  	$	3,341,200	  	$	20,047,200
	 Apr-2008
	  	2	  	1.132	  	$	67,317,000	  	$	583,170	  	$	2,692,680	  	$	3,365,850	  	$	20,195,100
	 Aug-2008
	  	2	  	1.1427	  	$	67,953,000	  	$	589,530	  	$	2,718,120	  	$	3,397,650	  	$	20,385,900
	 Total =
	  	30	  		  			  			  			  			  		

  

					
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