exhibit04_22.htm - Generated by SEC Publisher for SEC Filing









EXHIBIT 4.22 


 



 


 


Supplemental Agreement No. 25


 


to


 


Purchase Agreement No. 2910


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8EH Aircraft


 


 


 


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


 


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 [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. 25 (SA-25) into the Purchase Agreement.


 


2.         Tables.


 


            2.1       Remove and replace Table 13 to Purchase Agreement No. 2910, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 13 (attached hereto) in order to incorporate Customer and Boeing agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


2.2       Remove and replace Table 14 to Purchase Agreement No. 2910, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 14 (attached hereto) in order to incorporate Customer and Boeing 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.         Advance Payments


 


4.1       [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in definitive agreement payments held by Boeing.  The full amount of these definitive agreement payments [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The application of those definitive agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


4.2       [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in advance payments on hand excluding definitive agreement payments.  This amount will be held as excess payments to be applied to future advance payments.  Boeing will begin applying this excess payments amount to advance payments owed [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 




2









 








 


5.         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.


 


 


 ________________________________________


 


 


 


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


 


 


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


 


 


THE BOEING COMPANY


 


 


By _________________________


 


Its                 Attorney‐In‐Fact       


 


 


GAC INC.


 


	

   


   By _________________________    


    
	

   


   By _________________________    


    

	

   


   Its                                                     


    
	

   


   Its                                                      


    

	

   


   Witness                                            
	

   


   Witness                                             




 


 


 





 


3








 









				
	TABLE OF CONTENTS 	 
	 	 	 	SUPPLEMENTAL 
	 	 	 	AGREEMENT 
	 	 	 	NUMBER 
	ARTICLES 	 	 
	 
	 	1. 	Quantity, Model and Description 	 
	 	2. 	Delivery Schedule 	 
	 	3. 	Price 	 
	 	4. 	Payment 	 
	 	5. 	Miscellaneous 	 
	 
	TABLE 	 	 
	 
	 	1. 	Aircraft Information Table 1 (Block 1 aircraft) 	SA-13 
	 	2. 	Aircraft Information Table 2 (Block 2 aircraft) 	SA-19 
	 	3. 	Aircraft Information Table 2-A (Block 2-A aircraft) 	SA-19 
	 	4. 	Aircraft Information Table 3 (Block 3 aircraft) 	SA-11 
	 	5. 	Aircraft Information Table 4 (Block 4 aircraft) 	SA-19 
	 	6. 	Aircraft Information Table 5 (Block 5 aircraft) 	SA-22 
	 	7. 	Aircraft Information Table 6 (Block 6 aircraft) 	SA-23 
	 	8. 	Aircraft Information Table 7 (Block 7 aircraft) 	SA-14 
	 	9. 	Aircraft Information Table 8 (Block 8 aircraft) Deleted 	SA-21 
	 	10. 	Aircraft Information Table 9 (Block 9 aircraft) Deleted 	SA-21 
	 	11. 	Aircraft Information Table 10 (Block 10 aircraft) Deleted 	SA-22 
	 	12. 	Aircraft Information Table 11 (Block 11 aircraft) 	SA-24 
	 	13. 	Aircraft Information Table 12 (Block 12 aircraft) 	SA-18 
	 	14. 	Aircraft Information Table 13 (Block 13 aircraft) 	SA-25 
	 	15. 	Aircraft Information Table 14 (Block 14 aircraft) 	SA-25 
	 
	EXHIBIT 	 	 
	 
	A. 	A. 	Aircraft Configuration – Block 1 & 2 	SA-19 
	 	A-1. 	Aircraft Configuration – Block 2-A 	SA-19 
	 	A-2. 	Aircraft Configuration – Block 3 & 4 	SA-19 
	 	A-3. 	Aircraft Configuration – Table 7 (737-700) 	SA-14 
	 	A-4. 	Aircraft Configuration – Block 5 & 6 	SA-19 
	 	A-5. 	Aircraft Configuration – Block 8 – 11 & Block 13 	SA-19 
	 	A-6. 	Baseline 737-700 Aircraft Configuration – Table 12 	SA-18 
	 	A-7. 	Baseline 737-800 Aircraft Configuration – Table 14 	SA-21 
	 
	B. 	Aircraft Delivery Requirements and Responsibilities 	 
	 
	SUPPLEMENTAL EXHIBITS 	 
	 
	 	AE1. 	Escalation Adjustment/Airframe and Optional Features 	SA-5 
	 	BFE1. 	BFE Variables 	SA-25 
	 	CS1. 	Customer Support Variables 	 
	 	EE1. 	Engine Escalation/Engine Warranty and Patent Indemnity 	 
	 	SLP1. 	Service Life Policy Components 	 




i








 









			
	 	SUPPLEMENTAL 
	LETTER AGREEMENTS 	AGREEMENT 
	 	NUMBER 
	 
	 
	2910-01 	Customer Software 	 
	2910-02 	Spares – Flight Crew Training Spare Parts Support 	 
	2910-03 	Spares – Initial Provisioning 	 
	6-1162-DME-0706R4 	Purchase Rights 	SA-19 
	6-1162-DME-0707R1 	Advance Payment Matters 	SA-21 
	6-1162-DME-0708 	Technical Matters 	 
	6-1162-DME-0710 	Performance Guarantees [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-10 
	6-1162-DME-0711 	Promotional Support 	 
	6-1162-DME-0712 	Special Matters (canceled & superseded) 	SA-5 
	6-1162-DME-0713 	Tailored Weight Program 	 
	6-1162-DME-0714 	Demonstration Flight Waiver 	 
	6-1162-DME-0824R2 	Special Matters - Table 1-7 Aircraft 	SA-18 
	6-1162-DME-0825 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation 	SA-18 
	6-1162-DME-0841 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-7
	 	Advance Payment Matters 
	6-1162-DME-0867 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - Signing of SA-7 	SA-7 
	6-1162- DME-1104 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program 	SA-21 
	6-1162- DME-1106R1 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-21 
	6-1162- DME-1107 	Promotional Support Agreement - Varig 	SA-18 
	6-1162-DME-1111R1 	SA-13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-14 
	6-1162- DME-1152 	Aircraft Performance Guarantees – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-15 
	6-1162- DME-1153 	Aircraft Performance Guarantees – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-15 
	6-1162- DME-1162 	Special Matters – Table 8-11 & Table 13 Aircraft 	SA-19 
	6-1162- DME-1164 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-15 
	6-1162- DME-1185 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-16 




ii








 









			
	6-1162- DME-1213 	Special Matters – Table 12 Aircraft 	SA-18 
	6-1162- DME-1250 	Certain Special Matters – Table 13 Aircraft 	SA-19 
	6-1162- DME-1271 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 SA-20 
	6-1162- DME-1272 	Special Matters – Table 5 Aircraft Substitution 	SA-20 
	6-1162-DME-1274 	Option Aircraft 	SA-21 
	6-1167- DME-1339 	Special Matters – Table 14 Aircraft 	SA-21 
	GOT-PA-02910-LA-1209208 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-21 




iii








 









				
	RECORD OF SUPPLEMENTAL AGREEMENTS 
	 
	SA-1 	16 	July 	2004 
	SA-2 	20 	January 	2005 
	SA-3 	07 	March 	2005 
	SA-4 	24 	March 	2005 
	SA-5 	25 	July 	2005 
	SA-6 	26 	August 	2005 
	SA-7 	18 	November 	2005 
	SA-8 	17 	February 	2006 
	SA-9 	13 	March 	2006 
	SA-10 	19 	October 	2006 
	SA-11 	24 	October 	2006 
	SA-12 	28 	February 	2007 
	SA-13 	17 	December 	2007 
	SA-14 	29 	September 	2008 
	SA-15 	30 	April 	2009 
	SA-16 	24 	September 	2009 
	SA-17 	28 	October 	2009 
	SA-18 	08 	July 	2010 
	SA-19 	17 	September 	2010 
	SA-20 	11 	February 	2011 
	SA-21 	01 	October 	2012 
	SA-22 	17 	April 	2013 
	SA-23 	26 	August 	2013 
	SA-24 	24 	November 	2013 
	SA-25 	 	 	2015 




iv








 











	

   Airframe Model/MTOW:
	

   737-800
	

   [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]
	

   2Q10 External Fcst

	

   Engine Model/Thrust:
	

   CFM56-7B27/B1
	 	

   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:
	

   [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]

	

   0
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   Total
	

   6
	

   
	

   
	

   
	

   
	

   
	

   
	

   
	

   








 






 








 













	

   Airframe Model/MTOW:
	

   737-800
	

   [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~4Q11 External Fcst - Engines

	

   Engine Model/Thrust:
	

   CFM56-7B27/B1
	 	

   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:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

   Refundable Deposit/Aircraft at Proposal Accept:
	

   [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
	

    
	

    

	

   Total:
	

   2
	 	 	 	 	 	 	 	 







 









 






 








 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


GAC INC.


 


 


Supplemental Exhibit BFE1 to Purchase Agreement Number 2910


 


 


 




BOEING PROPRIETARY


Page 1 of 10


 









 








BOEING PROPRIETARY



BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8EH AIRCRAFT


 


 


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


 


 


1.         Supplier Selection.


 


            Customer will:


 


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


 


                        Galley System                                                 Complete 2005


 


                        Galley Inserts                                                  Complete 2005


 


                        Seats (passenger)                                             Complete 2005


 


                        Cabin Systems Equipment                              Complete 2005


 


                        Miscellaneous Emergency Equipment            Complete 2005


 


                        Cargo Handling Systems                                ****N/A****


            


 


 


2.         On-dock Dates


 


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


 




BOEING PROPRIETARY


Page 2 of 10





 







BOEING PROPRIETARY



 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

    
	

   Electronics 
	

    
	

   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]
	

   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]
	

   NA
	

   NA
	

   NA

	

   June 2006: Early roll out to support flight test r/o 11/7/05; * Emergency floor lighting will be deferred until after flight test. All other cabin lighting and emergency egress lighting will be fully operational per flight test requirements. Estimated deferred on-dock date for floor lighting 2/19/06; * All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 1/9/06

	

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

   2
	

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

   [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]
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   3
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA




 


BOEING PROPRIETARY


Page 3 of 10





 







BOEING PROPRIETARY



 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

    
	

   Electronics 
	

    
	

   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]
	

   2
	

   [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]
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA




 


BOEING PROPRIETARY


Page 4 of 10





 







BOEING PROPRIETARY



 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

    
	

   Electronics 
	

    
	

   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]
	

   3
	

   [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]
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA




 


BOEING PROPRIETARY


Page 5 of 10





 







BOEING PROPRIETARY






 


 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   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]
	

   0
	

   [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]
	

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

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   3
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA




 


BOEING PROPRIETARY


Page 6 of 10





 







BOEING PROPRIETARY






 


 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   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]
	

   2
	

   [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]
	

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

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA




 


BOEING PROPRIETARY


Page 7 of 10





 







BOEING PROPRIETARY






 


 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   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]
	

   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]
	

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

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA




 


BOEING PROPRIETARY


Page 8 of 10





 







BOEING PROPRIETARY


 


	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   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]
	

   0
	

   [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]
	

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

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA








 


3.                  Additional Delivery Requirements


 


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 




 


BOEING PROPRIETARY


Page 9 of 10





 







BOEING PROPRIETARY


 



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.


 


 





 


BOEING PROPRIETARY


Page 10 of 10








 








 



 


 


Supplemental Agreement No. 26


 


to


 


Purchase Agreement No. 2910


 


between


 


THE BOEING COMPANY


 


and


 


GAC Inc.


 


Relating to Boeing Model 737-8EH Aircraft


 


 


 


            THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ 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. 2910, dated 17 May 2004, as amended and supplemented (the Agreement) relating to the purchase and sale of fifteen (15) Boeing Model 737-8EH aircraft (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], 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. 26 (SA-26) into the Purchase Agreement.


 


2.         Tables.


 


            2.1       Remove and replace Table 13 to Purchase Agreement No. 2910, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 13 (attached hereto) in order to incorporate Buyer and Boeing’s agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


2.2       Remove and replace Table 14 to Purchase Agreement No. 2910, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 14 (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 the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


4.         Advance Payments


 


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in definitive agreement payments held by Boeing.  The full amount of these definitive agreement payments [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The application of those definitive agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


 


 


5.         Confidential Treatment.


 


Buyer and Boeing each understands that certain commercial and financial information contained in this Supplemental Agreement are considered by both Buyer and Boeing as confidential.  Buyer and Boeing agree that each will treat this Supplemental Agreement and the information contained herein as confidential and, except as otherwise required by law, 




 


2





 







 



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 _________________________     


    
	By _________________________   
	

   Its                                                         


    
	Its                                                       
	

   Witness                                                  


    
	Witness                                            



 


 


 


 


 





 


3








 









				
	TABLE OF CONTENTS 	 
	 	 	 	SUPPLEMENTAL 
	 	 	 	AGREEMENT 
	 	 	 	NUMBER 
	ARTICLES 	 	 
	 
	 	1. 	Quantity, Model and Description 	 
	 	2. 	Delivery Schedule 	 
	 	3. 	Price 	 
	 	4. 	Payment 	 
	 	5. 	Miscellaneous 	 
	 
	TABLE 	 	 
	 
	 	1. 	Aircraft Information Table 1 (Block 1 aircraft) 	SA-13 
	 	2. 	Aircraft Information Table 2 (Block 2 aircraft) 	SA-19 
	 	3. 	Aircraft Information Table 2-A (Block 2-A aircraft) 	SA-19 
	 	4. 	Aircraft Information Table 3 (Block 3 aircraft) 	SA-11 
	 	5. 	Aircraft Information Table 4 (Block 4 aircraft) 	SA-19 
	 	6. 	Aircraft Information Table 5 (Block 5 aircraft) 	SA-22 
	 	7. 	Aircraft Information Table 6 (Block 6 aircraft) 	SA-23 
	 	8. 	Aircraft Information Table 7 (Block 7 aircraft) 	SA-14 
	 	9. 	Aircraft Information Table 8 (Block 8 aircraft) Deleted 	SA-21 
	 	10. 	Aircraft Information Table 9 (Block 9 aircraft) Deleted 	SA-21 
	 	11. 	Aircraft Information Table 10 (Block 10 aircraft) Deleted 	SA-22 
	 	12. 	Aircraft Information Table 11 (Block 11 aircraft) 	SA-24 
	 	13. 	Aircraft Information Table 12 (Block 12 aircraft) 	SA-18 
	 	14. 	Aircraft Information Table 13 (Block 13 aircraft) 	SA-26 
	 	15. 	Aircraft Information Table 14 (Block 14 aircraft) 	SA-26 
	 
	EXHIBIT 	 	 
	 
	A. 	A. 	Aircraft Configuration – Block 1 & 2 	SA-19 
	 	A-1. 	Aircraft Configuration – Block 2-A 	SA-19 
	 	A-2. 	Aircraft Configuration – Block 3 & 4 	SA-19 
	 	A-3. 	Aircraft Configuration – Table 7 (737-700) 	SA-14 
	 	A-4. 	Aircraft Configuration – Block 5 & 6 	SA-19 
	 	A-5. 	Aircraft Configuration – Block 8 – 11 & Block 13 	SA-19 
	 	A-6. 	Baseline 737-700 Aircraft Configuration – Table 12 	SA-18 
	 	A-7. 	Baseline 737-800 Aircraft Configuration – Table 14 	SA-21 
	 
	B. 	Aircraft Delivery Requirements and Responsibilities 	 
	 
	SUPPLEMENTAL EXHIBITS 	 
	 
	 	AE1. 	Escalation Adjustment/Airframe and Optional Features 	SA-5 
	 	BFE1. 	BFE Variables 	SA-26 
	 	CS1. 	Customer Support Variables 	 
	 	EE1. 	Engine Escalation/Engine Warranty and Patent Indemnity 	 
	 	SLP1. 	Service Life Policy Components 	 




i




 








			
	 	SUPPLEMENTAL 
	LETTER AGREEMENTS 	AGREEMENT 
	 	NUMBER 
	 
	 
	2910-01 	Customer Software 	 
	2910-02 	Spares – Flight Crew Training Spare Parts Support 	 
	2910-03 	Spares – Initial Provisioning 	 
	6-1162-DME-0706R4 	Purchase Rights 	SA-19 
	6-1162-DME-0707R1 	Advance Payment Matters 	SA-21 
	6-1162-DME-0708 	Technical Matters 	 
	6-1162-DME-0710 	Performance Guarantees [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-10 
	6-1162-DME-0711 	Promotional Support 	 
	6-1162-DME-0712 	Special Matters (canceled & superseded) 	SA-5 
	6-1162-DME-0713 	Tailored Weight Program 	 
	6-1162-DME-0714 	Demonstration Flight Waiver 	 
	6-1162-DME-0824R2 	Special Matters - Table 1-7 Aircraft 	SA-18 
	6-1162-DME-0825 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation 	SA-18 
	6-1162-DME-0841 	[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] 	SA-7 
	6-1162-DME-0867 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Signing of SA-7 	SA-7 
	6-1162- DME-1104 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program 	SA-21 
	6-1162- DME-1106R1 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-21 
	6-1162- DME-1107 	Promotional Support Agreement - Varig 	SA-18 
	6-1162-DME-1111R1 	SA-13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-14 
	6-1162- DME-1152 	Aircraft Performance Guarantees – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-15 
	6-1162- DME-1153 	Aircraft Performance Guarantees – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-15 
	6-1162- DME-1162 	Special Matters – Table 8-11 & Table 13 Aircraft 	SA-19 
	6-1162- DME-1164 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-15 




ii




 








			
	6-1162- DME-1185 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 SA-16 
	6-1162- DME-1213 	Special Matters – Table 12 Aircraft 	SA-18 
	6-1162- DME-1250 	Certain Special Matters – Table 13 Aircraft 	SA-19 
	6-1162- DME-1271 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-20 
	6-1162- DME-1272 	Special Matters – Table 5 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-20 
	6-1162-DME-1274 	Option Aircraft 	SA-21 
	6-1167- DME-1339 	Special Matters – Table 14 Aircraft 	SA-21 
	GOT-PA-02910-LA-1209208 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	SA-21 




iii




 








				
	RECORD OF SUPPLEMENTAL AGREEMENTS 
	 
	 
	SA-1 	16 	July 	2004 
	SA-2 	20 	January 	2005 
	SA-3 	07 	March 	2005 
	SA-4 	24 	March 	2005 
	SA-5 	25 	July 	2005 
	SA-6 	26 	August 	2005 
	SA-7 	18 	November 	2005 
	SA-8 	17 	February 	2006 
	SA-9 	13 	March 	2006 
	SA-10 	19 	October 	2006 
	SA-11 	24 	October 	2006 
	SA-12 	28 	February 	2007 
	SA-13 	17 	December 	2007 
	SA-14 	29 	September 	2008 
	SA-15 	30 	April 	2009 
	SA-16 	24 	September 	2009 
	SA-17 	28 	October 	2009 
	SA-18 	08 	July 	2010 
	SA-19 	17 	September 	2010 
	SA-20 	11 	February 	2011 
	SA-21 	01 	October 	2012 
	SA-22 	17 	April 	2013 
	SA-23 	26 	August 	2013 
	SA-24 	24 	November 	2013 
	SA-25 	2 	October 	2015 
	SA-26 	 	 	2015 




iv








 











	

   Airframe Model/MTOW:
	

   737-800
	

   [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]
	

   2Q10 External Fcst

	

   Engine Model/Thrust:
	

   CFM56-7B27/B1
	 	

   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:
	

   [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
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   1
	

    
	

    

	

   Total:
	

   5
	 	 	 	 	 	 	 	 







 






 








 













	

   Airframe Model/MTOW:
	

   737-800
	

   [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~4Q11 External Fcst - Engines

	

   Engine Model/Thrust:
	 	

   CFM56-7B27/B1
	 	

   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:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

   Refundable Deposit/Aircraft at Proposal Accept:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	

    
	

    
	

   Escalation
	

    
	

    
	

   Escalation Estimate
	

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

    
	

    
	

    

	

   Delivery
	

   Number of 
	

   Factor
	

    
	

    
	

   Adv Payment Base
	

   At Signing
	

   24 Mos.
	

   21/18/12/9/6 Mos.
	

   Total

	

   Date
	

   Aircraft
	

   (Airframe)
	

    
	

    
	

   Price Per A/P
	

   1%
	

   4%
	

   5%
	

   30%

	

   [CONFIDENTIAL PORTION 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]

	

   Total:
	

   1
	 	 	 	 	 	 	 	 







 









 






 








 








 



BUYER FURNISHED EQUIPMENT VARIABLES


 


between


 


THE BOEING COMPANY


 


and


 


GAC INC.


 


 


Supplemental Exhibit BFE1 to Purchase Agreement Number 2910


 


 


 




BOEING PROPRIETARY


 


Page 1 of 10


 





 







BOEING PROPRIETARY



BUYER FURNISHED EQUIPMENT VARIABLES


 


relating to


 


BOEING MODEL 737-8EH AIRCRAFT


 


 


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


 


 


1.         Supplier Selection.


 


            Customer will:


 


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


 


                        Galley System                                                 Complete 2005


 


                        Galley Inserts                                                  Complete 2005


 


                        Seats (passenger)                                             Complete 2005


 


                        Cabin Systems Equipment                              Complete 2005


 


                        Miscellaneous Emergency Equipment            Complete 2005


 


                        Cargo Handling Systems                                ****N/A****


            


 


 


2.         On-dock Dates


 


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


 




 


BOEING PROPRIETARY


Page 2 of 10





 







BOEING PROPRIETARY



 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

    
	

   Electronics 
	

    
	

   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]
	

   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]
	

   NA
	

   NA
	

   NA

	

   June 2006: Early roll out to support flight test r/o 11/7/05; * Emergency floor lighting will be deferred until after flight test. All other cabin lighting and emergency egress lighting will be fully operational per flight test requirements. Estimated deferred on-dock date for floor lighting 2/19/06; * All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 1/9/06




 


 


BOEING PROPRIETARY


Page 3 of 10





 







BOEING PROPRIETARY



 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

    
	

   Electronics 
	

    
	

   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]
	

   2
	

   [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]
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   3
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA




 


 


BOEING PROPRIETARY


Page 4 of 10





 







BOEING PROPRIETARY



 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

    
	

   Electronics 
	

    
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	

    
	

   3
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   2
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   1
	

    
	

    
	

   NA
	

   NA
	

   NA




 


 


BOEING PROPRIETARY


Page 5 of 10





 







BOEING PROPRIETARY






 


 


 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   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]
	

   0
	

   [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]
	

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

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   3
	

   NA
	

   NA
	

   NA

	

   2
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA





 


 


 


BOEING PROPRIETARY


Page 6 of 10







 







BOEING PROPRIETARY






 


 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics 
	

   Cabin Systems Equipment
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	 	

   2
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA





 


 


 


BOEING PROPRIETARY


Page 7 of 10







 







BOEING PROPRIETARY






 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics 
	

   Cabin Systems Equipment
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	  	

   1
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   1
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA





 


 


 


 


 


 


BOEING PROPRIETARY


Page 8 of 10







 







BOEING PROPRIETARY






 


 


 




	

   For planning purposes, preliminary BFE on-dock dates:


    

	

   Scheduled Month/Year of Delivery:
	

   Qty
	

   Seats
	

   Galleys / Furnishings
	

   Antennas & Mounting Equipment
	

   Avionics 
	

   Cabin Systems Equipment
	

   Miscellaneous/ Emergency Equipment
	

   Textiles / 
Raw Material
	

   Cargo Systems
	

   Provision Kits
	

   Radomes

	  	

   0
	

    
	

    
	

    
	

    
	

    
	

    
	

    
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA

	

   0
	

   NA
	

   NA
	

   NA





 


 


 


 


 


 


BOEING PROPRIETARY


Page 9 of 10







 







BOEING PROPRIETARY






 


 


 


 


3.                  Additional Delivery Requirements


 


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.





 


 


 


BOEING PROPRIETARY


Page 10 of 10