exhibit04_25.htm - Generated by SEC Publisher for SEC Filing









EXHIBIT 4.25 


 



 


 


Supplemental Agreement No. 3


 


to


 


Purchase Agreement No. 3780


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8EH Aircraft


 


 


 


            THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2015, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC Inc., a company organized under the laws of the Cayman Islands (Buyer);


 


W I T N E S S E T H:


 


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


 


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


 


            WHEREAS, Boeing and Buyer have agreed to amend the Agreement to provide [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];


 


WHEREAS, Boeing and Buyer have agreed to amend the Agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and


 


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


 


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




 


1


 









 








 



 


 


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. 3 (SA-3) into the Purchase Agreement.


2.         Letter Agreements.


2.1  Letter Agreement GOT-PA-3780-LA-1207734 Liquidated Damages – Non-Excusable Delay is replaced in its entirety with Letter Agreement GOT-PA-3780-LA-1207734R1 Liquidated Damages – Non-Excusable Delay (attached hereto) to incorporate the applicable language to substitute into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.2  Letter Agreement GOT-PA-3780-LA-1207838 Promotional Support is replaced in its entirety with Letter Agreement GOT-PA-03780-LA-1207838R1 Promotional Support, (attached hereto), in order to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


            2.3  Letter Agreement GOT-PA-3780-LA-1207737 Special Matters – 737-8 is replaced in its entirety with Letter Agreement GOT-PA-3780-LA-1207737R1 Special Matters – 737-8 (attached  hereto) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


            2.4 Letter Agreement GOT-PA-3780-LA-1207840 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program is replaced in its entirety with Letter Agreement GOT-PA-3780-LA-1207840R1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Proram to incorporate the applicable language to substitute into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.5  Letter Agreement GOT-PA-3780-LA-1501790 is added to provide Buyer and Boeing the right to substitute 737-8 aircraft into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] subject to the terms and conditions provided within.


 


3.         Confidential Treatment.


 


Customer and Boeing each understands that certain commercial and financial information contained in this Supplemental Agreement are considered by both Customer and Boeing as confidential.  Customer and Boeing agree that each will treat this Supplemental Agreement 




 


2 












 








 



and the information contained herein as confidential and, except as otherwise required by law, will not, without the prior written consent of the other party, disclose this Supplemental Agreement or any information contained herein to any other person or entity.


 


 


 


 


 


 


 


________________________________________


 


 


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


 


 


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


 


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


GAC INC.


 


	

   By _________________________   


    


   Its 


    


    


   Witness 
	

   By _________________________   


    


   Its 


    


    


   Witness 




 


 


 


 


 


 


 




3









 












TABLE OF CONTENTS








 








Supplemental


Agreement 


NUMBER








 








 








 







	

   ARTICLES

	

   Article 1.
	

   Quantity, Model and Description

	

   Article 2.
	

   Delivery Schedule

	

   Article 3.
	

   Price

	

   Article 4.
	

   Payment

	

   Article 5.
	

   Additional Terms

	

    
	

    








 







	

   TABLE

	

   1.
	

   Aircraft Information Table SA2

	

    
	

    








 







	

   EXHIBIT

	

   A.
	

   Aircraft Configuration

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities








 







	

   SUPPLEMENTAL EXHIBITS

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features

	

   BFE1.
	

   BFE Variables SA2

	

   CS1.
	

   Customer Support Variables

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity

	

   SLP1.
	

   Service Life Policy Components








 






 



1







 









			
	 	 	SA 
	LETTER AGREEMENTS 		Number  
	GOT-PA-3780-LA-1207832 	Loading of Customer Software 	 
	GOT-PA-3780-LA-1207833 	Spare Parts Initial Provisioning 	 
	GOT-PA-3780-LA-1207834 	Purchase Rights 	 
	GOT-PA-3780-LA-1207835 	Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft	 
	GOT-PA-3780-LA-1207836 	Advance Payments Matters 	 
	GOT-PA-3780-LA-1207838 	Promotional Support 	SA-3 
	GOT-PA-3780-LA-1207737 	Special Matters 	SA-3 
	GOT-PA-3780-LA-1207734 	Liquidated Damages – Non Excusable Delay 	SA-3 
	GOT-PA-3780-LA-1207839 	Demonstration Flight Waiver 	 
	GOT-PA-3780-LA-1207840 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program 	SA-3 
	GOT-PA-3780-LA-1207841 	Boeing Purchase of Buyer Furnished Equipment 	 
	GOT-PA-3780-LA-1207842 	Open Matters 	 
	GOT-PA-3780-LA-1207845 	AGTA Matters 	 
	GOT-PA-3780-LA-1207848 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions 	 
	GOT-PA-3780-LA-1207735 	Performance Matters – 737-8 	 
	GOT-PA-3780-LA-1207830 	Maintenance Cost Guarantee – 737-8 	 
	GOT-PA-3780-LA-1207847 	Aircraft Schedule [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 
	GOT-PA-3780-LA-1501970 	Substitution of Model 737-8 into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-3 




 


2








 









				
	RECORD OF SUPPLEMENTAL AGREEMENTS 
	 
	 
	SA-1 	1 	October 	2012 
	SA-2 	4 	November 	2013 
	SA-3 	 	 	2015 




 


3








 








	

   
   
	

    
	

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


    




 


 



GOT-PA-03780-LA-1207734R1


 


 


GAC, Inc.


Praça Comandante Linneu Gomes s/n


Portaria 3


Prédio 7 Jardim Aeroporto


04626-020 São Paulo - SP Brazil


 


Subject:          Liquidated Damages – Non-Excusable Delay


 


Reference:    Purchase Agreement No. PA-03780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)


 


 


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


Definition of Terms:


Non-Excusable Delay:  Delay in delivery of any Aircraft beyond the last day of the delivery month (Scheduled Delivery Month) established in the Purchase Agreement by any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is  otherwise entitled to a remedy from Boeing pursuant to applicable law.


1.            Liquidated Damages.


1.1         Model 737-8 Aircraft:


Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (collectively the Non-Excusable Delay Payment Period) at a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Liquidated Damages).  Liquidated Damages shall be payable at (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


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




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In the event than an Aircraft is converted into a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Substitute Aircraft, Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Liquidated Damages).  Liquidated Damages shall be payable at [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


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


 


In the event that an Aircraft is converted into a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Substitute Aircraft, Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Liquidated Damages shall be payable [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


2.            Interest.


In addition to the Liquidated Damages in paragraph 1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


The product of the daily interest rate [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


Such interest will be calculated on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with the payment of the Liquidated Damages.


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


Customer will not have [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Non-Excusable Delay Period).  Within 30 days of receipt of written notice from Boeing that delivery of an aircraft will be delayed beyond 


the Non-Excusable Delay Period, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] by written or telegraphic notice given to the other.  If neither Party [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the Purchase Agreement within said 30 day period the Purchase Agreement will remain in effect for that Aircraft.




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4.            Disposition of Advance Payments.


If the Purchase Agreement is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing will, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


5.            Exclusive Remedies.


The remedies set forth in this Letter Agreement are [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] such Non-Excusable Delay.


6.            Assignment.


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


7.            Confidential Treatment.


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


 




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GOT-PA-03780-LA-1207734 R1






 



Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	

   , 2015

	

    


    

	 	 	 




 


GAC INC.


 


 


	

   By _________________________  


    


   Its                                                      


    


    


   Witness                                            
	

   By _________________________ 


    


   Its                                                     


    


    


   Witness                                             




 


 





LA  Page 4


BOEING PROPRIETARY








 








	
   	

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


    




 






GOT-PA-3780-LA-1207838 R1


 


GAC, Inc.


Praça Comandante Linneu Gomes s/n


Portaria 3


Prédio 7 Jardim Aeroporto


04626-020 São Paulo - SP Brazil


 


Subject:          Promotional Support


 


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


 


 


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


Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below.


 


1.            Definitions.


1.1         Commitment Limit shall have the meaning set forth in Article 2, below.


1.2         Covered Aircraft shall mean those Aircraft identified on Table 1 to the Purchase Agreement as of the date of signing of this Letter Agreement.


1.3         Performance Period shall mean the period beginning [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the scheduled delivery month of the first Covered Aircraft.


1.4         Promotional Support shall mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.


 




 


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1.5         Qualifying Third Party Fees shall mean fees paid by Customer to third party providers for Promotional Support provided to Customer during the Performance Period.


2.            Commitment.


2.1         As more particularly set forth in this Letter Agreement, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.2       Notwithstanding the above, the value of the promotional support provided to the Customer between [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


3.            Methods of Performance.


3.1         Subject to the Commitment Limit, Boeing will [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of Customer’s payments of Qualifying Third Party Fees provided that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the delivery of the first Covered Aircraft.


3.2         Notwithstanding the above, at Customer’s request and subject to a mutually agreed project, Boeing will [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  The full value of such [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be accounted for as part of the Commitment Limit and will correspondingly [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of Qualifying Third Party Fees that are subject to reimbursement pursuant to Article 3.1 above.


3.3         In the event Customer does not (i) utilize the full amount of the Commitment Limit within the Performance Period or (ii) submit its paid invoices for Qualifying Third Party Fees within the required time, as set forth in Article 3.1, Boeing shall have no further obligation to Customer for such unused Commitment Limit or to reimburse Customer for such Qualifying Third Party Fees, respectively.


4.            Project Approval.




 


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Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the Promotional Support to be provided pursuant to this Letter Agreement.


5.            Assignment.


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


 


6.            Confidential Treatment.


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


 


Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	

   , 2015

	

    

	 	 	 




 


 


GAC INC.


 


	

   By _________________________   


    


   Its                                                     


   

    


   Witness                                           

	

   By _________________________  


    


   Its                                                     


   

    


   Witness                                           





 




 


Page 3


BOEING PROPRIETARY









 




	
   	

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


    








 


 


 



GOT-PA-3780-LA-1207737R1


 


GAC, Inc.


Praça Comandante Linneu Gomes s/n


Portaria 3


Prédio 7 Jardim Aeroporto


04626-020 São Paulo - SP Brazil


 


 


Subject:          Special Matters – 737-8  


 


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


 


                 


This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to the Aircraft and Aircraft that become the subject of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The considerations defined in this Letter Agreement are provided to Customer in recognition of the execution of the Purchase Agreement and thereafter Customer fully performing all of the obligations as set forth in the Purchase Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.  


 


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


 


Customer shall [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft by [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the terms and conditions of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] concurrent with the execution of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to obtain the business considerations described in this Letter Agreement.




 


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


 


2.1       Applicable to the Aircraft:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.1       Applicable to the Aircraft


 


Boeing will provide Customer with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 




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


 


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


 


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


 


3.4       All such credit memoranda will be issued concurrently with the delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


 


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


 


            In recognition of the Customer being a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:




4.1       Applicable to the Aircraft:


 


Boeing will provide Customer with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


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


 


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


 




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


 


4.4       All such credit memoranda will be issued concurrently with the delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


            In recognition of the Customer being a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide the following [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:




5.1       Applicable to the Aircraft:


 


Boeing will provide Customer with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


5.2       Applicable to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


 


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


 


5.3       Applicable to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


 


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


 


5.4       All such credit memoranda will be issued concurrently with the delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 




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


 


            In recognition of the Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:




 


6.1       Applicable to the Aircraft:


 


Boeing will provide Customer with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


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


 


6.3       All such credit memoranda will be issued concurrently with the delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


7.1 Applicable to the Aircraft 


 


In recognition of Customers [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide Customer a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].    


 


7.2 Applicable to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:


 


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




 


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7.3 Applicable to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


7.4       All such credit memoranda will be issued concurrently with the delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


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


 


8.1 Applicable to the Aircraft


 


 In recognition of the effect that [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


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


 


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


 


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


 


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


 


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


 


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




 


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            9.1       In recognition of the need for Customer to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  


 


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


 


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


 


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


 


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


 


 


9.4       All such credit memoranda will be issued concurrently with the delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


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


 


            (a)  In the event that the Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    


 


(b)  Exercised [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per the terms and conditions defined in Letter Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as applicable in paragraphs 1 through 9 above.   


 




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            (c)  Aircraft originating from a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as applicable as in the Purchase Agreement, with the noted exception that adjustments will be required in some instances due to having the aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  For the avoidance of doubt, this includes [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] which will require adjustments to accommodate aircraft originating in other than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


11.       Advance Payments and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Pricing – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


                 (a)  The Advance Payment terms and conditions for the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] are the same as those terms and conditions described in Letter Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to the Purchase Agreement.


 


                 (b)  The terms and conditions regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] notwithstanding, the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] originating from the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


                 (c)  The purchase terms of each of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as well as all of the business considerations described in this Letter Agreement that are subject to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] are each subject to the terms and conditions described in [CONFIDENTIAL 


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




 


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12.       Escalation of Credit Memoranda


Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1 through 9 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  The Credit Memoranda may, at the election of Customer, be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


13.  Assignment


Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


 


14.  Confidentiality


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the Launch Customer Credit Memorandum contained in paragraph 4 above, in the event of any unauthorized disclosure by Customer.


 


 


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.


 




 


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Very truly yours,


 


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    


   _____________________________

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date: 
	

   , 2015

	

    


    

	 	 	 




 


GAC INC.


 


 


	

   By ______________________


    


   Its                                                   


    


    


   Witness                                         
	

   By ______________________


    


   Its                                                    


    


    


   Witness                                          




 





 


 


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


    




 


 



GOT-PA-3780-LA-1207840R1


 


GAC, Inc.


Praça Comandante Linneu Gomes s/n


Portaria 3


Prédio 7 Jardim Aeroporto


04626-020 São Paulo - SP Brazil


 


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


 


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


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


1.            Definitions.


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


Program Aircraft means each Aircraft specified in Table 1 of the Purchase Agreement as of the date of this Letter Agreement.


2.            Applicability.


Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the Escalation Adjustment for the Airframe Price and Optional Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement. Should Customer exercise its right of substitution such that a Program Aircraft shall become a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft or [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft, such model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft or model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft will [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




 


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3.            Escalation Forecast.


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


 


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


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


4.1.1     [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of escalation applicable to the Airframe Price and Optional Features Prices for such affected Program Aircraft to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as set forth in Attachment B; or


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


4.2          If Boeing provides Customer the option described in Article 4.1.2 above, then Customer shall notify Boeing in writing of its election to [CONFIDENTIAL 




 


 


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


4.2.1                             Within thirty (30) days of Boeing’s receipt of Customer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program Aircraft under Article 4.2 above, Boeing may elect by written notice to Customer to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


4.2.2     Should Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Boeing in accordance with Article 4.2 above, then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program Aircraft shall be calculated in accordance with Supplemental Exhibit AE1.


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


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


5.1         If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of a Program Aircraft, produces an escalation rate [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual escalation as set forth in Attachment B for such Program Aircraft, then the escalation rate so produced shall apply to the Airframe Price and the Optional Features Prices for such Program Aircraft.


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




 


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Program Aircraft, then the escalation rate applicable to the Airframe Price and Optional Features Prices for such Program Aircraft shall be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual escalation as set forth in Attachment B.


6.            Applicability to Other Financial Consideration.


The escalation adjustment [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be calculated using the escalation methodology established in this Letter Agreement for such Program Aircraft notwithstanding any other provisions of the Purchase Agreement to the contrary.


7.            Assignment. 


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


8.            Confidential Treatment.


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


 




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Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	

   , 2015

	

    

	

    

	

    

	

    

	 	 	 




 


 


GAC INC.


 


 


	

   By _______________________


    


   Its                                                     


    


    


   Witness                                            
	

   By _______________________ 


    


   Its                                                    


    


    


   Witness                                            




 




 


 


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ATTACHMENT A


Escalation Forecast & Escalation Notice Date


 




	

   Escalation Forecast
	

   Applicable to Program Aircraft Delivering in Time Period
	

   Escalation Notice Date

	

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

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

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





 




 


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ATTACHMENT B


Escalation Factors - July 2011 Base Year


 




	

   Delivery Date
	

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




 


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   Delivery Date
	

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

	

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

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

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

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




 


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   Delivery Date
	

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

	

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

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

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

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




 


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   Delivery Date
	

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

	

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

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

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

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




 


 


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   Delivery Date
	

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

	

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

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

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

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




 


 


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   Delivery Date
	

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

	

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

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

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

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




 


 


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


    








 


 


 



GOT-PA-3780-LA-1501790


 


 


GAC, Inc.


Praça Comandante Linneu Gomes s/n


Portaria 3


Prédio 7 Jardim Aeroporto


04626-020 São Paulo - SP Brazil


 


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


 


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


 


 


 


 


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


Customer may substitute the purchase of Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft (Substitute Aircraft) in place of Aircraft with the scheduled month of delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after delivery of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 737‐8 aircraft, subject to the following terms and conditions:


1.            Customer’s Written Notice.


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


(i)            no later than the first day of the month that is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION 




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PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the scheduled month of delivery of the Aircraft for which it will be substituted, provided that a Substitute Aircraft has been previously certified and delivered to Customer, or;


(ii)          no later than the first day of the month that is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the scheduled month of delivery of the Aircraft for which it will be substituted, if a Substitute Aircraft has not been previously certified and delivered to Customer.


2.            Available Delivery Position.


2.1         Customer’s substitution right is conditioned upon Boeing having an available delivery position for the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it will be substituted, taking into account Boeing’s production constraints and other limitations.  Boeing will provide a written response to Customer’s notice of intent indicating availability of such delivery position.


2.2         If a delivery position for the Substitute Aircraft in the same scheduled delivery month as the Aircraft for which it will be substituted is not available, then Boeing will promptly make a written offer of an alternate delivery month for Customer’s consideration and written acceptance within thirty days of such offer.


2.3         All of Boeing’s quoted delivery positions for Substitute Aircraft will be considered preliminary until such time as the parties enter into a definitive agreement in accordance with paragraph 4 below.


3.            Auxiliary Fuel Tanks for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft.


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


4.            Definitive Agreement.




LA  Page 2


BOEING PROPRIETARY





 








 



Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2. above.


5.            Price and Advance Payments.


5.1         The Airframe Price, Optional Features Price and, if applicable, Engine Price will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the Substitute Aircraft.


5.2       Refer to Letter Agreement GOT-PA-3780-LA-1207737R1 “Special Matters” for the identification of credit memoranda applicable to the Substitute Aircraft.       


6.            Assignment.


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


7.            Confidential Treatment.


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


 




LA  Page 3


BOEING PROPRIETARY





 








 


 


 



Very truly yours,


 




	

   THE BOEING COMPANY

	

    

	

   By
	

    

	

    

	

   Its
	

   Attorney-In-Fact

	

    

	

   ACCEPTED AND AGREED TO this

	

    

	

   Date:
	

   , 2015

	

    

	 	 	 




 


GAC INC.


 


 


	

   By ______________________ 


    


   Its                                                   


    


    


   Witness                                          
	

   By ______________________ 


    


   Its                                                   


    


    


   Witness                                          




 


 


 





LA  Page 4


BOEING PROPRIETARY








 








 



 


 


Supplemental Agreement No. 4


 


to


 


Purchase Agreement No. 3780


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8EH Aircraft


 


 


 


            THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2015, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC Inc., a company organized under the laws of the Cayman Islands (Buyer);


 


W I T N E S S E T H:


 


            WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Eighty-two (82) Boeing Model 737-8 aircraft; 


 


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


 


            WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate Buyer’s decision to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; 


 


WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and


 


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


 


1








 








 



            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. 2 (SA-4) into the Purchase Agreement.


 


2.         Tables.


 


            2.1       Remove and replace Table 1 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 1 (attached hereto) in order to incorporate Customer and Boeing’s agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


 


3.         Exhibits.


 


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


 


4.         Definitive Agreement Payment


 


With the revision of Table 1, a Definitive Agreement (DA) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 




	

   Description
	

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


    

	

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


    
	

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


    

	

    
	

    







 



2




 







 



* DA payments are [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 


 


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


 


5.1       By [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] was generated, for a total [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and for Customer further granting Boeing a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing has agreed to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


 


6.         Confidential Treatment.


 


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


 


 


 


 


3




 







 



 


 


 


 


________________________________________


 


 


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 _________________________


    


   Its                                                    


    


    


   Witness                                            
	

   By _________________________


    


   Its                                                    


    


    


   Witness                                            




 


 


 


 


 


 



4







 












TABLE OF CONTENTS








Supplemental
Agreement


NUMBER








 








 








 







	

   ARTICLES

	

   Article 1.
	

   Quantity, Model and Description

	

   Article 2.
	

   Delivery Schedule

	

   Article 3.
	

   Price

	

   Article 4.
	

   Payment

	

   Article 5.
	

   Additional Terms

	

    
	

    








 







	

   TABLE

	

   1.
	

   Aircraft Information Table SA4

	

    
	

    








 







	

   EXHIBIT

	

   A.
	

   Aircraft Configuration

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities








 







	

   SUPPLEMENTAL EXHIBITS

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features

	

   BFE1.
	

   BFE Variables SA4

	

   CS1.
	

   Customer Support Variables

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity

	

   SLP1.
	

   Service Life Policy Components








 






 




 








			
	 	 	SA 
	LETTER AGREEMENTS 	Number 
	GOT-PA-3780-LA-1207832 	Loading of Customer Software 	 
	GOT-PA-3780-LA-1207833 	Spare Parts Initial Provisioning 	 
	GOT-PA-3780-LA-1207834 	Purchase Rights 	 
	GOT-PA-3780-LA-1207835 	Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft 	 
	GOT-PA-3780-LA-1207836 	Advance Payments Matters 	 
	GOT-PA-3780-LA-1207838 	Promotional Support 	SA-3 
	GOT-PA-3780-LA-1207737 	Special Matters 	SA-3 
	GOT-PA-3780-LA-1207734 	Liquidated Damages – Non Excusable Delay 	SA-3 
	GOT-PA-3780-LA-1207839 	Demonstration Flight Waiver 	 
	GOT-PA-3780-LA-1207840 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program 	SA-3 
	GOT-PA-3780-LA-1207841 	Boeing Purchase of Buyer Furnished Equipment 	 
	GOT-PA-3780-LA-1207842 	Open Matters 	 
	GOT-PA-3780-LA-1207845 	AGTA Matters 	 
	GOT-PA-3780-LA-1207848 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions 	 
	GOT-PA-3780-LA-1207735 	Performance Matters – 737-8 	 
	GOT-PA-3780-LA-1207830 	Maintenance Cost Guarantee – 737-8 	 
	GOT-PA-3780-LA-1207847 	Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program 	 
	GOT-PA-3780-LA-1501970 	Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft  	SA-3




 




 








				
	RECORD OF SUPPLEMENTAL AGREEMENTS 
	 
	 
	SA-1 	1 	October 	2012 
	SA-2 	4 	November 	2013 
	SA-3 	 	 	2015 
	SA-4 	 	 	2015 




 








 











	

   Airframe Model/MTOW:
	

   737-8
	

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

   Detail Specification:
	 	

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

   4Q11 External Fcst

	

   Engine Model/Thrust:
	

   CFMLEAP-1B28
	 	

   Airframe Price Base Year/Escalation Formula:
	

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

	

   Airframe Price:
	 	 	

   Engine Price Base Year/Escalation Formula:

	

   Optional Features:
	 	 	 	 	 	 	 
	

   Sub-Total of Airframe and Features:
	 	

   Airframe Escalation Data:
	 	 	 
	

   Engine Price (Per Aircraft):
	 	 	

   Base Year Index (ECI):
	 	

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

   Aircraft Basic Price (Excluding BFE/SPE):
	 	

   Base Year Index (CPI):
	 	 
	

   Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	 	 
	

   Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

   Deposit per Aircraft:
	 	

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

    
	

    
	

   Escalation
	

    
	

    
	

   Escalation Estimate
	

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

    
	

    
	

    

	

   Delivery
	

   Number of 
	

   Factor
	

    
	

    
	

   Adv Payment Base
	

   At Signing
	

   24 Mos.
	

   21/18/12/9/6 Mos.
	

   Total

	

   Date *
	

   Aircraft
	

   (Airframe)
	

    
	

    
	

   Price Per A/P
	

   1%
	

   4%
	

   5%
	

   30%

	

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

   1
	

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

    
	

    
	

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

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

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

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

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

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   Total:
	

   118
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

   * In accordance with the terms of Letter Agreement GOT-PA-3780-LA-1207842 Paragraph 1, the delivery months listed in this Table 1
	 
	

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








 






 








 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


GAC INC.


 


 


Supplemental Exhibit BFE1 to Purchase Agreement Number PA-3780


 


 


 




BOEING PROPRIETARY


 





 







 



BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8 AIRCRAFT


 


 


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


 


 


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


1.    Supplier Selection.


Customer will:


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


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


 




	

   Galley System
	

   TBD

	

    
	

    

	

   Galley Inserts
	

   TBD

	

    
	

    

	

   Seats (passenger)
	

   TBD

	

    
	

    

	

   Overhead & Audio System
	

   TBD

	

    
	

    

	

   In-Seat Video System
	

   TBD

	

    
	

    

	

   Miscellaneous Emergency Equipment
	

   TBD

	

   Cargo Handling Systems*


   (Single Aisle Programs only)
	

   TBD





 


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


Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before five calendar days after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).




Page 1            


BOEING PROPRIETARY


 





 







 



2.         On-dock Dates and Other Infromation.


 


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




 Page 2            


BOEING PROPRIETARY


 





 







 



 


Table 1




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

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

   Quanity
	

   Seats
	

   Galleys / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics 
	

   Cabin Systems Equipment
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	

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

   5
	

    


    


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

	

   15

	

   16

	

   16

	

   16

	

   16

	

   14

	

   9

	

   11

	

   9

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    




Page 3            


BOEING PROPRIETARY


 





 







 



 


3.                  Additional Delivery Requirements – Import.


 


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


 


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


 


 





Page 4            


BOEING PROPRIETARY


 








 








 



 


 


Supplemental Agreement No. 5


 


to


 


Purchase Agreement No. 3780


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8 Aircraft


 


 


 


            THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2015, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC Inc., a company organized under the laws of the Cayman Islands (Buyer);


 


W I T N E S S E T H:


 


            WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Eighty-two (82) Boeing Model 737-8 aircraft (Aircraft); 


 


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


 


            WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate Buyer’s decision to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; 


 


WHEREAS, Boeing and Buyer have also agreed to amend the Agreement to incorporate Buyer’s decision [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and


 


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


 




 



1




 







 



            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. 5 (SA-5) into the Purchase Agreement.


 


2.         Tables.


 


            Remove and replace Table 1 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 1 (attached hereto) in order to incorporate Buyer and Boeing’s agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  


 


3.         Exhibits.


 


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


 


4.         Definitive Agreement Payment


 


                        With the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], a Definitive Agreement (DA) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 




	

   Description
	

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

	

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

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

	

    
	

    







 



2




 







 



* DA payments are detailed in Letter Agreement GOT-PA-3780-LA-1207836 Paragraph 1a. 


 


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


 


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with a Maximum Takeoff Weight (MTOW) ranging from [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pounds, and for Buyer further granting Boeing a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


6.         Confidential Treatment.


 


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


 


 


 


 


 


 


3




 







 



 


 


 


  ________________________________________


 


 


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 _________________________


    


   Its                                                    


    


    


   Witness                                            
	

   By _________________________


    


   Its                                                    


    


    


   Witness                                            




 


4








 












TABLE OF CONTENTS








 








                                                                                                                 Supplemental
Agreement
NUMBER








 







	

   ARTICLES

	

   Article 1.
	

   Quantity, Model and Description

	

   Article 2.
	

   Delivery Schedule

	

   Article 3.
	

   Price

	

   Article 4.
	

   Payment

	

   Article 5.
	

   Additional Terms

	

    
	

    








 







	

   TABLE

	

   1.
	

   Aircraft Information Table SA5

	

    
	

    








 







	

   EXHIBIT

	

   A.
	

   Aircraft Configuration

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities








 







	

   SUPPLEMENTAL EXHIBITS

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features

	

   BFE1.
	

   BFE Variables SA5

	

   CS1.
	

   Customer Support Variables

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity

	

   SLP1.
	

   Service Life Policy Components








 






 



1



 








			
	 	 	SA 
	LETTER AGREEMENTS 	Number 
	GOT-PA-3780-LA-1207832 	Loading of Customer Software 	 
	GOT-PA-3780-LA-1207833 	Spare Parts Initial Provisioning 	 
	GOT-PA-3780-LA-1207834 	Purchase Rights 	 
	GOT-PA-3780-LA-1207835 	Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 
	GOT-PA-3780-LA-1207836 	Advance Payments Matters 	 
	GOT-PA-3780-LA-1207838 	Promotional Support 	SA-3 
	GOT-PA-3780-LA-1207737 	Special Matters 	SA-3 
	GOT-PA-3780-LA-1207734 	Liquidated Damages – Non Excusable Delay 	SA-3 
	GOT-PA-3780-LA-1207839 	Demonstration Flight Waiver 	 
	GOT-PA-3780-LA-1207840 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program 	SA-3 
	GOT-PA-3780-LA-1207841 	Boeing Purchase of Buyer Furnished Equipment 	 
	GOT-PA-3780-LA-1207842 	Open Matters 	 
	GOT-PA-3780-LA-1207845 	AGTA Matters 	 
	GOT-PA-3780-LA-1207848 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions 	 
	GOT-PA-3780-LA-1207735 	Performance Matters – 737-8 	 
	GOT-PA-3780-LA-1207830 	Maintenance Cost Guarantee – 737-8 	 
	GOT-PA-3780-LA-1207847 	Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program 	 
	GOT-PA-3780-LA-1501970 	Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-3
	





 


2




 








				
	RECORD OF SUPPLEMENTAL AGREEMENTS 
	 
	 
	SA-1 	1 	October 	2012 
	SA-2 	4 	November 	2013 
	SA-3 	2 	October 	2015 
	SA-4 	2 	October 	2015 
	SA-5 	 	 	2015 




 


3








 







 




	

   Airframe Model/MTOW:
	

   737-8
	

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

   Detail Specification:
	 	

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

   4Q11 External Fcst

	

   Engine Model/Thrust:
	

   CFMLEAP-1B28
	 	

   Airframe Price Base Year/Escalation Formula:
	

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

	

   Airframe Price:
	 	 	

   Engine Price Base Year/Escalation Formula:

	

   Optional Features:
	 	 	 	 	 	 	 
	

   Sub-Total of Airframe and Features:
	 	

   Airframe Escalation Data:
	 	 	 
	

   Aircraft Basic Price (Excluding BFE/SPE):
	 	

   Base Year Index (ECI):
	 	

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

   Base Year Index (CPI):
	 	 
	

   Buyer Furnished Equipment (BFE) Estimate:
	

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

   Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

   Deposit per Aircraft:
	 	

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

    
	

    
	

   Escalation
	

    
	

    
	

   Escalation Estimate
	

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

    
	

    
	

    

	

   Delivery
	

   Number of 
	

   Factor
	

    
	

    
	

   Adv Payment Base
	

   At Signing
	

   24 Mos.
	

   21/18/12/9/6 Mos.
	

   Total

	

   Date *
	

   Aircraft
	

   (Airframe)
	

    
	

    
	

   Price Per A/P
	

   1%
	

   4%
	

   5%
	

   30%

	

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

   1
	

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

    
	

    
	

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

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

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

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

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

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   3
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   2
	

    
	

    

	

   2
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   Total:
	

   120
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

   * In accordance with the terms of Letter Agreement GOT-PA-3780-LA-1207842 Paragraph 1, the delivery months listed in this Table 1

	

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





 


 








 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


GAC INC.


 


 


Supplemental Exhibit BFE1 to Purchase Agreement Number PA-3780


 


 


 




BOEING PROPRIETARY


 





 







 



BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8 AIRCRAFT


 


 


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


 


 


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


1.    Supplier Selection.


Customer will:


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


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


 




	

   Galley System
	

   TBD

	

    
	

    

	

   Galley Inserts
	

   TBD

	

    
	

    

	

   Seats (passenger)
	

   TBD

	

    
	

    

	

   Overhead & Audio System
	

   TBD

	

    
	

    

	

   In-Seat Video System
	

   TBD

	

    
	

    

	

   Miscellaneous Emergency Equipment
	

   TBD

	

   Cargo Handling Systems*


   (Single Aisle Programs only)
	

   TBD





 


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


Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before five calendar days after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).




Page 1            


BOEING PROPRIETARY


 





 







 



2.         On-dock Dates and Other Infromation.


 


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




Page 2            


BOEING PROPRIETARY


 





 







 



 


Table 1




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Quanity
	

   Seats
	

   Galleys / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics 
	

   Cabin Systems Equipment
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	

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

   5
	

    


    


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

	

   8

	

   12

	

   16

	

   16

	

   16

	

   14

	

   9

	

   11

	

   11

	

   2

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    

	

    
	

    







 


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BOEING PROPRIETARY


 





 







 



 


3.                  Additional Delivery Requirements – Import.


 


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


 


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


 


 





 Page 4            


BOEING PROPRIETARY