Exhibit 10.29



Table of Contents


SUPPLEMENTAL AGREEMENT NO. 15 

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 30th day of  April 2009, 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. (BUYER), 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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as amended and supplemented (the Agreement) relating to the purchase and sale of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing Model 737-8EH aircraft; and 


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


 WHEREAS, Boeing and Buyer have agreed to amend the Agreement in order to incorporate the movement of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft from their existing firm contracted delivery positions in the years[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] through [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to now be firmly contracted aircraft in
the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and [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 Buyer’s decision to exercise [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] purchase right aircraft to now become firmly contracted aircraft, and 


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


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










1. Table of Contents. 


Remove and replace, in its entirety, the Table of Contents with a new Table of Contents (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 15 (SA-15) into the Purchase Agreement.


2. Tables. 


 2.1 Remove and replace Table 2, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 2 (attached hereto) in order to reflect the deletion of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft. 


 2.2 Remove and replace Table 4, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 4 (attached hereto) in order to reflect the deletion of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft. 


 2.3 Remove and replace Table 5, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 5 (attached hereto) in order to reflect the deletion of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft. 


 2.4 Add the new Table 8, Aircraft Delivery, Description, Price and Advance Payments, (attached hereto) in order to reflect Buyer’s decision and the Boeing agreement to the delay of the delivery of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] existing firm contracted
Table 2 aircraft in the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] through [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to now be firmly contracted aircraft in the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 2.5 Add the new Table 9, Aircraft Delivery, Description, Price and Advance Payments, (attached hereto) in order to reflect Buyer’s decision and the Boeing agreement to the delay of the delivery of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] existing firm contracted
Table 4 aircraft in the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] through [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to now be firmly contracted aircraft in the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 2.6 Add the new Table 10, Aircraft Delivery, Description, Price and Advance Payments, (attached hereto) in order to reflect Buyer’s decision and the Boeing agreement to the delay of the delivery of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] existing firm contracted
Table 5 aircraft in the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] through [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to now be firmly contracted aircraft in the years [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.7 Add the new Table 11, Aircraft Delivery, Description, Price and Advance Payments, (attached hereto) in order to reflect Buyer’s decision to exercise [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Purchase Rights to now become firmly
  contracted model 737-800 aircraft. 


2 










3. Exhibits. 


 3.1 Add the new Exhibit A4 to the Purchase Agreement in order to provide the current detail configuration elements and prices that are applicable to the Table 5 and Table 6 aircraft. 


 3.2 Add the new Exhibit A5 to the Purchase Agreement in order to provide the current detail configuration elements and feature prices that are applicable to the Table 8 through Table 11 aircraft. 


3.3 Remove and replace, in its entirety, Supplemental Exhibit BFE1, Buyer Furnished Equipment Variables, with a new Supplemental Exhibit BFE1 (attached hereto) in order to incorporate the re-scheduling of the
delivery of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft from [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to now deliver in[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as well as Buyer’s decision to exercise[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Purchase Rights to now become firmly contracted model 737-800 aircraft for delivery in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


4. Letter Agreements. 


4.1 Add the new Letter Agreement No. 6-1162- DME-1152, Aircraft Performance Guarantees – Model 737-700, (attached hereto) which will apply to any model 737-800 aircraft with winglets that is to become a
model 737-700 under the terms and conditions of Letter Agreement No.6-1162- DME-1106R1, Aircraft Model Substitution, beginning with the Table 7 aircraft bearing the manufacturer’s variable number YN261. 


 4.2 Add the new Letter Agreement No. 6-1162- DME-1153, Aircraft Performance Guarantees – Model 737-800, (attached hereto) a revision being made in order to capture aircraft delivering with winglets beginning with the aircraft with the
manufacturer’s variable number YK770. The Letter Agreement No.


6-1162-DME-0710, Aircraft Performance Guarantees, will continue to apply to aircraft through manufacturer’s variable number YK769. 


 4.3 Remove and replace page 1 and page 10 of the Letter Agreement No.  6-1162-DME-0824R2, Special Matters, with the new page 1 and page 10 (attached hereto) in order to clarify that this letter agreement is applicable to Table 1 through
Table 7 Aircraft and that Item 13(a) on page 10 addressing the dollar value should read as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 4.4 Remove and replace page 3 of the Letter Agreement No. 6-1162-DME-0707R1, Advance Payment Matters, with a new page 3 (attached hereto) in order to capture Boeing and Buyer’s earlier discussion and agreement regarding the redefined clarification of the exclusion of the initial [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] payment amount due at the time of Definitive Agreement. 


3 










 4.5 Remove and replace Page 1 and Page 2 of Letter Agreement No. 6-1162-DME-0825, Market Risk – Escalation, with a new Page 1 and Page 2 (attached hereto) in order to include the Table 7 Model 737-700 aircraft that deliver on/before [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 4.6 Remove and replace page 1 of the Letter Agreement No.


6-1162-DME-1104, Banded Fixed Escalation Program, with a new page 1 (attached hereto) in order to include the Table 8, Table 9, Table 10 and Table 11 aircraft within the terms and conditions of this letter agreement. 


4.7 Remove and replace page 1 and Attachment A to Letter Agreement No. 6-1162-DME-0706R4, Purchase Rights, with a new page 1 and Attachment A (attached hereto) to now reflect the exercise of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] purchase
rights to become firmly contracted aircraft under this SA-15 and the addition of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] new additional purchase rights. 


 4.8 Remove and replace page 1 of the Letter Agreement No. 6-1162-DME-1106R1, Aircraft Model Substitution, with a new page 1 (attached hereto) in order to include the Table 9 through Table 11 aircraft within the terms and conditions of this letter agreement. 


4.9 Add the new Letter Agreement No. 6-1162- DME-1162, Special Matters – Table 8-11 Aircraft, (attached hereto) in order to incorporate Buyer and Boeing’s mutually agreed upon business considerations that apply to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft that are moving from their existing firm contracted delivery positions in Table 2, Table 4, and Table 5 to now be firmly contracted aircraft in the new Table 8, Table 9, Table 10, and Table 11. 


 4.10 Add the new Letter Agreement No.6-1162- DME-1164, Cross Collateralization – Leased Aircraft - Boeing Capital Corporation, (attached hereto) in order to incorporate Buyer and Boeing’s mutually agreed upon terms concerning cross
collateralization with respect to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft that Buyer has under lease from the Boeing Capital Corporation. 


4 










5. Confidential Treatment. 


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





5 









 

			
	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-15 
	 3. 	 	Aircraft Information Table 3 (Block 3 aircraft)	 	SA-11 
	 4. 	 	Aircraft Information Table 4 (Block 4 aircraft)	 	SA-15 
	 5. 	 	Aircraft Information Table 5 (Block 5 aircraft)	 	SA-15 
	 6. 	 	Aircraft Information Table 6 (Block 6 aircraft)	 	SA-13 
	  7. 	 	Aircraft Information Table 7 (Block 7 aircraft)	 	SA-14 
	  8. 	 	Aircraft Information Table 8 (Block 8 aircraft)	 	SA-15 
	 9. 	 	Aircraft Information Table 9 (Block 9 aircraft)	 	SA-15 
	 10. 	 	Aircraft Information Table 10 (Block 10 aircraft)	 	SA-15 
	 11. 	 	Aircraft Information Table 11 (Block 11 aircraft)	 	SA-15 




						
	EXHIBIT 	 	 	 	 
	 
	A. 	A1.	 	 Aircraft Configuration Table 1-4 (737-800)	 	SA-5 
	 	A2.	 Aircraft Configuration (737-800 w/ O/H stowage)	 	SA-10 
	 	A3.	 Aircraft Configuration – Table 7 (737-700)	 	SA-14 
	 	A4.	 Aircraft Configuration – Table 5-6 (737-800)	 	SA-15 
	 	A5.	 Aircraft Configuration – Table 8-11 (737-800)	 	SA-15 
	 
	B. 	 	Aircraft Delivery Requirements and Responsibilities 	 	 
	 
	SUPPLEMENTAL EXHIBITS 	 	 	 	 
	 
	AE1. 	 	Escalation Adjustment/Airframe and Optional Features	 	SA-5 
	BFE1. 	 	BFE Variables	 	SA-15 
	CS1. 	 	Customer Support Variables	 	 
	EE1. 	 	Engine Escalation/Engine Warranty and Patent Indemnity	 	 
	SLP1. 	 	Service Life Policy Components	 	 












					
	 	 	SUPPLEMENTAL 
	LETTER AGREEMENTS 	 	AGREEMENT 
	 	 	NUMBER 


					
	2910-01 	 	Customer Software 	 	 
	2910-02 	 	Spares – Flight Crew Training Spare Parts Support 	 	 
	2910-03 	 	Spares – Initial Provisioning 	 	 
	6-1162-DME-0706R4 	 	Purchase Rights 	 	SA-15 
	6-1162-DME-0707R1 	 	Advance Payment Matters 	 	SA-15 
	6-1162-DME-0708 	 	Technical Matters 	 	 
	6-1162-DME-0710 	 	Performance Guarantees (YK721-YK769)	 	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-15 
	6-1162-DME-0825 	 	Market Risk - Escalation 	 	SA-15 
	6-1162-DME-0841 	 	Certain [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Deliveries – 	 	 
	 	 	Advance Payment Matters 	 	SA-7 
	6-1162-DME-0867 	 	Short-Term Payment Deferral - Signing of SA-7 	 	SA-7 
	6-1162- DME-1104 	 	Banded Fixed Escalation Program 	 	SA-15 
	6-1162- DME-1106R1 	 	Aircraft Model Substitution 	 	SA-15 
	6-1162- DME-1107 	 	Promotional Support Agreement - Varig 	 	SA-13 
	6-1162-DME-1111R1 	 	SA-13 - Delayed Advance Payment 	 	 
	 	 	Due Upon Execution 	 	SA-14 
	6-1162- DME-1152 	 	Aircraft Performance Guarantees – Model 737-700 	 	SA-15 
	 	 	(YN261 and follow-on model 737-700 aircraft)	 	 
	6-1162- DME-1153 	 	Aircraft Performance Guarantees – Model 737-800 	 	SA-15 
	 	 	(YK770 and follow-on model 737-800 aircraft)	 	 
	6-1162- DME-1162 	 	Special Matters – Table 8-11 Aircraft 	 	SA-15 
	6-1162- DME-1164 	 	Collateralization – Leased Aircraft – 	 	SA-15 
	 	 	Boeing Capital Corporation 	 	 






								
	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 	 
	 		 		 		 	 













     Supplemental Agreement No. SA-15

Table 2 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and
Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  	 	Detail Specification: 	 	D019A001-G [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	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: 	 	 	 	 	 	 




																		
	Delivery 

    Date 	 	Number of 

    Aircraft 	 	Escalation 

      Factor 

        (Airframe)	 	[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] 	 	Escalation Estimate 

      Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

    [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]  Mos. 

  [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]  Mos. 

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

    [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]













     Supplemental Agreement No. SA-15 

Table 4 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and
Advance Payments

													
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	Detail Specification: 	 	D019A001GOT38P[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	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: 	 	 	 	 	 	 	 	 
	 		 		 		 		 		 




																		
	Delivery 

      Date 	 	Number of 

      Aircraft 	 	Escalation 

        Factor 

          (Airframe)	 	[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] 	 	Escalation Estimate 

        Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

      [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]  Mos. 

    [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]  Mos. 

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

      [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]













     Supplemental Agreement No. SA-13

Table 5 to Purchase Agreement No. 2910

Aircraft Delivery, Description, Price and
Advance Payments

													
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	Detail Specification: 	 	D019A001GOT38P-1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	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: 	 	 	 	 	 	 
	 		 		 		 		 		 




																		
	Delivery 

      Date 	 	Number of 

      Aircraft 	 	Escalation 

        Factor 

          (Airframe)	 	[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] 	 	Escalation Estimate 

        Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

      [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]  Mos. 

    [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]  Mos. 

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

      [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]













     Supplemental Agreement No. SA-15

Table 8 to Purchase Agreement No. 2910

Aircraft Delivery, Description, Price and
Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	Detail Specification: 	 	D019A001-G [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	Optional Features: 	 	 	 	 	 	 	 	 	 
	 		 			 		 		 
	Sub-Total of Airframe and Features: 	 	 	Airframe Escalation Data: 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	 
	 			 			 
	Engine Price (Per Aircraft): 	 	 	 	 	Base Year Index (ECI): 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	 	Base Year Index (CPI): 	 	 	 
	 			 			 
	 	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate: 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	 	 	 	 	 
	 		 		 		 		 




																		
	Delivery 

      Date 	 	Number of 

      Aircraft 	 	Escalation 

        Factor 

          (Airframe)	 	[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] 	 	Escalation Estimate 

        Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

      [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]  Mos. 

    [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]  Mos. 

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

      [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]













     Supplemental Agreement No. SA-15 

Table 9 to Purchase Agreement No. 2910

Aircraft Delivery, Description, Price and
Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	Detail Specification: 	 	D019A001-G [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	Optional Features: 	 	 	 	 	 	 	 	 	 
	 		 			 		 		 
	Sub-Total of Airframe and Features: 	 	 	Airframe Escalation Data: 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	 
	 			 			 
	Engine Price (Per Aircraft): 	 	 	 	 	Base Year Index (ECI): 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE): 	 	 	Base Year Index (CPI): 	 	 	 
	 			 			 
	 	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate: 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate: 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Refundable Deposit/Aircraft at Proposal Accept: 	 	 	 	 	 	 
	 		 		 		 		 




																		
	Delivery 

      Date 	 	Number of 

      Aircraft 	 	Escalation 

        Factor 

          (Airframe)	 	[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] 	 	Escalation Estimate 

        Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

      [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]  Mos. 

    [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]  Mos. 

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

      [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]













     Supplemental Agreement No. SA-15 

Table 10 to Purchase Agreement No. 2910 

Aircraft Delivery, Description, Price and
Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	Detail Specification: 	 	D019A001-G [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	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: 	 	 	 	 	 	 
	 		 		 		 		 




																		
	Delivery 

      Date 	 	Number of 

      Aircraft 	 	Escalation 

        Factor 

          (Airframe)	 	[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] 	 	Escalation Estimate 

        Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

      [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]  Mos. 

    [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]  Mos. 

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

      [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]










     Supplemental Agreement SA-15

Table 11 to Purchase Agreement No. 2910

Aircraft Delivery, Description, Price and
Advance Payments

											
	Airframe Model/MTOW: 	 	737-800 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 	Detail Specification: 	 	D019A001-G [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 	 	 
	Engine Model/Thrust: 	 	CFM56-7B27/B1 	 	 	Airframe Price Base Year/Escalation Formula: 	 	 	ECI-MFG/CPI 
	Airframe Price: 	 	 	 	 	Engine Price Base Year/Escalation Formula: 	 	N/A 	 	N/A 
	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: 	 	 	 	 	 	 
	 		 		 		 		 




																		
	Delivery 

      Date 	 	Number of 

      Aircraft 	 	Escalation 

        Factor 

          (Airframe)	 	[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] 	 	Escalation Estimate 

        Adv Payment Base 

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

					 
	 	 	 	 	At Signing 

      [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]  Mos. 

    [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]  Mos. 

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

      [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]













BUYER FURNISHED EQUIPMENT VARIABLES

 between 

THE BOEING COMPANY 

and

 GAC INC. 


Supplemental Exhibit BFE1 to Purchase Agreement Number 2910 


BFE1 










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 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] **** 
	Galley Inserts 	 	Complete 	 
	Seats (passenger)	 	Complete 	 
	Cabin Systems Equipment 	 	Complete 	 
	Miscellaneous Emergency Equipment 	 	Complete 	 
	Cargo Handling Systems 	 	 	 





BFE1-1 










BOEING PROPRIETARY 


2. On-dock Dates 


 On or before[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock
dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below: 

			
	Item 	 	  Preliminary On-Dock Dates 
	 	 	  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	(Early roll-out to support 
	 	 	flight test, r/o)
	 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	* 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, 	 
	Electronics 	 
	Textiles/Raw Material 	 
	* All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-2 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	      Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-3 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-4 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-5 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-6 










BOEING PROPRIETARY 

			
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-7 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-8 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-9 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-10 










BOEING PROPRIETARY 

			
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-11 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-12 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-13 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-14 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-15 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-16 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-17 










BOEING PROPRIETARY 

			
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-18 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-19 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-20 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-21 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-22 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-23 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-24 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-25 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-26 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-27 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-28 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-29 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-30 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-31 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-32 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-33 










BOEING PROPRIETARY 

					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	 Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-34 










BOEING PROPRIETARY 

			
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





The following are ten (10) exercised Purchase Right Aircraft, per SA-15: 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-35 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





BFE1-36 










BOEING PROPRIETARY 

					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 




					
	Item 	 	  Preliminary On-Dock Dates 
	 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	Aircraft 	 	     Aircraft 
	Seats 	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Galleys/Furnishings 	 
	Miscellaneous Emergency Equipment 	 
	Electronics 	 
	Textiles/Raw Material 	 
	Cargo Systems 	 
	Provision Kits 	 
	Radomes 	 





PLEASE NOTE: The preliminary on-dock dates beyond the production order base have been manually calculated using current production scheduling philosophy and flows. Those aircraft beyond [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] can not be calculated at this time. On-dock dates can
be provided when we get closer to airplane implementation. 


3. Additional Delivery Requirements 


Customer will insure that Customer’s BFE suppliers provide sufficient information to enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply with all applicable provisions of the U.S. Customs Service. 


BFE1-37 









			
	Exhibit A4_Block 5 and 6 aircraft.XLS 	 	BOEING PROPRIETARY 



			
	 CR 	Exhibit A4 to Purchase Agreement 2910
	   Block 5 and Block 6 Aircraft
	   Title 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	   Price 

    Per A/C 
	0110-000029 	MINOR MODEL 737-800 PASSENGER AIRPLANE 	[CONFIDENTIAL 

    PORTION OMITTED

    AND FILED 

    SEPARATELY 

    WITH THE

    COMMISSION

    PURSUANT

    TO A 

    REQUEST 

    FOR 

    CONFIDENTIAL 

    TREATMENT]
	0110-000030 	MAJOR MODEL 737 AIRPLANE 
	0170A213B33 	FLIGHT DECK - 2 OBSERVERS 
	0170A244C58 	SERVICING FEATURES - BASIC 
	0170A425A75 	AVIONICS - SINGLE FMC WITH MULTI-CONTROL DISPLAY UNIT 
	0170A541A17 	AIRFRAME - 737-800 
	0170A541A20 	CERTIFICATION - FAA 
	0170A935A26 	COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF 
	0170B401A73 	CLIMATE - NORMAL WEATHER OPERATIONS 
	0170B873A78 	FORWARD COMPLEX - MINIMUM GALLEY CAPACITY 
	0170B873A82 	AFT COMPLEX - TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS 
	0170C204A96 	CARGO LINERS- HEAVY DUTY - FORWARD 
	0170C204A99 	CARGO LINERS- HEAVY DUTY- AFT 
	0220C028D98 	TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - 737-800 - GOT 
	0222C472A10 	SHORT FIELD PERFORMANCE ENHANCEMENT WITH TWO POSITION TAIL SKID 
	0224-000036 	EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)
	0228A229A17 	BRAZILIAN CTA SUPPLEMENT TO THE FAA APPROVED AIRPLANE FLIGHT MANUAL 
	0228A836A30 	MP-AFM-REVISION-IMPROVE LANDING PERFORMANCE-GROOVED OR POROUS RUNWAYS 
	0252A541A03 	METRIC UNITS FOR FLIGHT AND OPERATIONS MANUALS, CDS INDICATIONS, AND FMCS PARAMETERS 
	0315B393A35 	CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 737-800 
	0351C593A60 	MP - TAKE-OFF PERFORMANCE IMPROVEMENT - ALT FWD CG LIMITS 
	0360C028D96 	MISCELLANEOUS WEIGHT COLLECTOR - GOT 737-800 
	1110B637K75 	EXTERIOR COLOR SCHEME AND MARKINGS - GOT - 737-800 
	1110B637X53 	MP - EXTERIOR COLOR SCHEMES AND MARKINGS - REVISION - BILINGUAL MARKINGS 
	1110C593B97 	MP - EXTERIOR COLOR SCHEME AND MARKINGS - REV - AKZO NOBEL PAINT SYSTEM IN LIEU OF PRC-DESOTO PAINT SCHEME 
	1120A881A09 	MP - EXTERIOR PLACARDS AND MARKINGS - ENGINE WARNING STRIPES AND DECALS INSTL - FUSELAGE 
	1130A079K40 	LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS - KILOGRAMS PER SQUARE METER - BILINGUAL (PORTUGUESE/ENGLISH)
	1130B637K93 	INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS (PORTUGUESE/ENGLISH)
	1130B637X55 	MP - LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS - REVISION - BILINGUAL LOAD LIMITS 
	1130B637X60 	MP - INTERIOR PLACARDS - REVISION - PASSENGER CABIN 
	2130-000010 	600 FPM CABIN PRESSURE ASCENT RATE 
	2130-000012 	350 FPM CABIN PRESSURE DESCENT RATE 
	2160-000024 	CABIN TEMPERATURE INDICATION - DEGREES CELSIUS 
	2170-000021 	OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS 
	2210-000003 	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE 
	2210-000121 	AUTOFLIGHT - ACTIVATION OF CONTROL WHEEL STEERING REVERSION IN APPROACH MODE 
	2210-000123 	AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL 
	2210-000128 	AUTOFLIGHT - CONTROL WHEEL STEERING WARNING 
	2210-000130 	AUTOFLIGHT - AIRSPEED DEVIATION WARNING 
	2210-000142 	AUTOFLIGHT - ALTITUDE ALERT - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] FEET 
	2230-000137 	AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE 
	2310B401A33 	COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE 
	2311A589A24 	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE ROCKWELL HF TRANSCEIVER - P/N 822-0330-001 - AND DIGITAL HF COUPLER - P/N 822-0987-003- BFE/SPE 
	2311B694C33 	MP - HF COMMUNICATIONS - REV - HONEYWELL HF TRANSCEIVER AND DIGITAL HF COUPLER IN LIEU OF ROCKWELL 
	2312-000787 	VHF COMMUNICATIONS - DUAL ROCKWELL ARINC 716/750 VHF-900B FM-IMMUNE TRANSCEIVERS WITH [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] KHZ CHANNEL SPACING - P/N 822-1047-003 - BFE/SPE 
	2312C028F95 	MP - VHF COMMUNICATION SYSTEM - REV - DUAL ALLIED SIGNAL TRANSCEIVERS IN LIEU OF ROCKWELL 
	2321-000047 	SELCAL - GABLES CONTROL PANEL - P/N G7165-01 - BFE/SPE 
	2321B401A04 	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE 
	2321C593A78 	MP - SELCAL DECODER - REPLACEMENT - AVTECH 
	2324A218A52 	EMERGENCY LOCATOR TRANSMITTER (ELT) - ARTEX 3-FREQUENCY AUTOMATIC - FIXED, P/N 453-5004 - BFE/SPE 
	2324B821A37 	MP-ELT-REPLACEMENT-HONEYWELL IN LIEU OF ARTEX 





BOEING PROPRIETARY

 Page 1








			
	Exhibit A4_Block 5 and 6 aircraft.XLS 	 	BOEING PROPRIETARY 



			
	 CR 	Exhibit A4 to Purchase Agreement 2910

     Block 5 and Block 6 Aircraft
       Title 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	   Price 

    Per A/C 
	2331B754B15 	PASSENGER ADDRESS (PA) SYSTEM - ARINC [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - ROCKWELL COLLINS AMPLIFIER - BFE/SPE 	[CONFIDENTIAL 

PORTION OMITTED

AND FILED 

SEPARATELY 

WITH THE

COMMISSION

PURSUANT

TO A 

REQUEST 

FOR 

CONFIDENTIAL 

TREATMENT]
	2331B754B17 	PASSENGER ADDRESS (PA) SYSTEM - PA-IN-USE INDICATOR IN THE FLIGHT DECK - BFE/SPE 
	2331B754B21 	PRAM/BMM SYSTEM - PANASONIC - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]MB - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE 
	2350C174A16 	AUDIO CONTROL PANEL INSTALLATION - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]VHF/[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]HF - AVTECH CORPORATION 
	2351-000034 	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903- 1341 - BFE/SPE 
	2351-000036 	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE 
	2351-000042 	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION 
	2351A213B77 	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - P/N 64300-200 - BFE/SPE 
	2351A213B80 	HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 
	2351A213B81 	HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 
	2371-000009 	NO MONITOR JACK IN THE WHEEL WELL 
	2371-000053 	SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL- 2 HOUR RECORDING TIME - P/N 980-6022-001 & P/N 980-6116-001 - BFE/SPE 
	2433-000008 	STANDBY BUS - CONNECTION OF AIR TRAFFIC CONTROL (ATC) NO. 1 
	2433-000042 	STANDBY POWER - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]-MINUTE CAPABILITY - SINGLE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] AMP HOUR BATTERY 
	2433-000093 	STANDBY BUS - LOADS ADDITION - FMCS, CDS & DME 
	2500B637W15 	MP - INTERIOR CONFIGURATION - REV - LOCATION OF LAST TWO ROWS OF E/C SEATS 
	2500C423X60 	MP - INTERIOR ARRANGEMENT - REVISION - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PASSENGERS IN LIEU OF [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PASSENGERS 
	2513-000433 	CUPHOLDER - INSTALLATION - FIRST OFFICER'S SIDEWALL WITHOUT PRINTER OR AUDIO SELECTOR PANEL 
	2513A331B35 	MP-ASHTRAY-DELETION-FLIGHT COMPARTMENT 
	2513B694F46 	MP - CONTROL COLUMN CHECKLIST PLACARDS - GOT 
	2520B637K80 	INTERIOR COLOR AND MATERIAL - STANDARD OFFERING - GOL 
	2523B637L08 	PASSENGER SERVICE UNITS - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2524B637K92 	FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT SELECTABLES 
	2524B637L09 	FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT 
	2524B637N71 	MP - MODS STD SEL - REV - FWD RH WINDSCREEN 
	2525B637L10 	ECONOMY CLASS SEATS - 737-800 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2525B637N39 	MP - PASSENGER COMPARTMENT SEATS - REV - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX IN LIEU OF [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2525B637N55 	MP - ECONOMY CLASS PASSENGER SEATS - REV - REPITCH RH SEATS 
	2527C006A05 	FLOOR COVERING - CARPET, SERGED EDGES 
	2528B637K98 	OVERHEAD STOWAGE BINS 
	2528B637L11 	LITERATURE POCKETS 
	2528B637N53 	MP - OVERHEAD STOWAGE BINS - REV - AFT RH STOWAGE BIN 
	2530B637L04 	GALLEY PART NUMBERS - BFE 
	2530B637L05 	GALLEY INSERT PART NUMBERS - G1 AND G4B GALLEY - BFE 
	2530B637N51 	MP - ALTERNATE GALLEY CERT - G4B GALLEY 
	2530B637R52 	MP - G1 GALLEY PART NUMBER - ALT CERT ONLY 
	2530C028H80 	MP - BUFFET/GALLEY - CONVERSION KIT PART REPLACEMENTS - DRIESSEN - BFE 
	2530C593B13 	MP - GALLEY - G4B - REPLACEMENT - CONVERSION KIT FOLDING TABLES 
	2540B637L00 	LA LAVATORY SELECTABLES 
	2540B637L01 	LD LAVATORY SELECTABLES 
	2540B637L02 	LE LAVATORY SELECTABLES 
	2560-000178 	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300-14 - BFE/SPE 
	2560-000269 	CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER - CAPTAIN'S SEAT BACK 
	2560B329B14 	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR CRUISERS - P/N 63600- 501 - BFE/SPE 
	2560B694D29 	MP - PROTECTIVE BREATHING EQUIPMENT - REPLACEMENT - FLIGHT DECK - PBE & STOWAGE BOX 
	2560B694F27 	MP - FLIGHT DECK EMERGENCY EQUIPMENT - RELOCATION - PBE AND 2ND OBSERVER'S LIFE VEST - BFE 
	2560C593A91 	MP - PROTECTIVE BREATHING EQUIPMENT - REPLACEMENT - FLIGHT DECK - PBE STOWAGE BOX 
	2562B637L15 	OVERWATER EMERGENCY EQUIPMENT - GOT - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2562C593A49 	MP - OVERWATER EMERGENCY EQUIPMENT - DELETION - LIFE VESTS - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2564B637L18 	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT 
	2564B637P40 	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - REVISION 





BOEING PROPRIETARY 

Page 2








			
	Exhibit A4_Block 5 and 6 aircraft.XLS 	 	BOEING PROPRIETARY 



			
	 CR 	Exhibit A4 to Purchase Agreement 2910 

    Block 5 and Block 6 Aircraft 

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

 Price 

Per A/C 
	2564B637U16 	MP - DETACHABLE EMERGENCY EQUIPMENT - REPLACEMENT - PASSENGER COMPARTMENT - OXYGEN MASKS 	[CONFIDENTIAL 

	  PORTION OMITTED

	  AND FILED 

	  SEPARATELY 

	  WITH THE

	  COMMISSION

	  PURSUANT

	  TO A 

	  REQUEST 

	  FOR 

	  CONFIDENTIAL 

	  TREATMENT]
	2564B637U72 	MP - DETACHABLE EMERGENCY EQUIPMENT - INSTL - MEDICAL KIT BOX - FWD RH STOWAGE 
	2564B637X24 	MP - DETACHABLE EMERGENCY EQUIPMENT PASSENGER COMPARTMENT - REVISION - B/E AEROSPACE - BFE 
	2564C593B06 	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - DELETION - SEAT BELT EXTENSION 
	2564C593B35 	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - REPLACEMENT AND ADDITION - OXYGEN MASKS AND BOTTLE 
	2564C757A92 	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - FLASHLIGHT - PASSENGER COMPARTMENT - DME CORP - BFE 
	2622-000047 	APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINES 
	2800C528A44 	MP - FUEL SYSTEM PLACARDS - REVISION - ADD PORTUGUESE IN LIEU OF ENGLISH ONLY - GOT 
	2841-000004 	STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS 
	2844-000004 	FUEL MEASURING STICKS IN LINEAR UNITS WITH CONVERSION TABLES IN KILOGRAMS 
	2911-000041 	ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - PARKER (ABEX) - 10-62167 
	2911-000043 	AC MOTOR-DRIVEN HYDRAULIC PUMPS - PARKER (ABEX) - 10-60556 
	3041-000003 	NO HEATED FLIGHT COMPARTMENT NUMBER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] WINDOW 
	3131-000143 	ACCELEROMETER - Honeywell P/N 971-4193-001 - BFE/SPE 
	3131-000187 	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE 
	3131A218A64 	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - SFIM - P/N ED47B109 -BFE/SPE 
	3132C174A01 	AIRBORNE DATA LOADER/RECORDER - ARINC [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - HONEYWELL - 964-0401-017 - BFE/SPE 
	3162-000006 	CDS DISPLAY - EFIS/MAP DISPLAY FORMAT - SIDE BY SIDE ENGINE PRESENTATION 
	3162-000022 	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI 
	3162-000028 	RADIO ALTITUDE - BELOW ADI 
	3162-000030 	RISING RUNWAY - DISPLAYED ON THE ADI 
	3162-000032 	RADIO ALTITUDE HEIGHT ALERT DISPLAY - 1000 FEET - ADI 
	3162-000042 	TCAS RESOLUTION ADVISORY - ADI 
	3162-000044 	TCAS RESOLUTION ADVISORY - VSI 
	3162-000046 	SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI 
	3162-000047 	LOCALIZER BACKCOURSE POLARITY - REVERSAL - ADI 
	3162-000050 	ILS FAILURE FLAGS - DISPLAYED FOR NCD 
	3162-000051 	ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE 
	3162-000059 	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY 
	3162-000064 	RANGE ARCS - NAVIGATION DISPLAY 
	3162-000079 	MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY 
	3162-000081 	ADF POINTER(S) - NAVIGATION DISPLAY 
	3162-000084 	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY 
	3162-000085 	FMC AND ADIRU POSITION DIFFERENCE - DIFFERENCE EXCEEDANCE DISPLAYED 
	3162-000288 	APPROACH MINIMUMS - RADIO AND BARO BASED 
	3162A627A31 	MP - SOFTWARE ACTIVATION - DOUBLE DERATE INDICATION - ENABLE 
	3244-000008 	SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL 
	3245-000048 	BRAKES - STEEL - HIGH CAPACITY - HONEYWELL 
	3245-000093 	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - HONEYWELL - INSTALLATION WITH SFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PR, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MPH TIRES 
	3245-000097 	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PR, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MPH RADIAL TIRES 
	3245B759A09 	MP - WHEELS TIRES AND BRAKES - MAIN LANDING GEAR - REPLACEMENT - GOODYEAR [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PR [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MPH TIRES IN LIEU OF STANDARD TIRES 
	3245C028J08 	MP - WHEELS AND TIRES - NOSE LANDING GEAR WHEELS - REVISION - GOODYEAR BIAS IN LIEU OF RADIAL 
	3321-000001 	PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL 
	3324-000017 	NO SMOKING SIGN - PERMANENT ILLUMINATION 
	3342-000035 	NOSE GEAR TAXI LIGHT - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]-WATT 
	3350A704A19 	EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT 
	3412-000022 	DUAL ELEMENT NON-ASPIRATED TAT PROBE 
	3414-000035 	STANDBY ALTIMETER/AIRSPEED INDICATOR - FLIGHT DECK 
	3423-000023 	STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE - SFE 
	3430-000112 	ILS/GPS MULTI-MODE RECEIVER(MMR) - ALLIEDSIGNAL - P/N 066-50029-1101 - BFE/SPE 





BOEING PROPRIETARY 

Page 3








			
	Exhibit A4_Block 5 and 6 aircraft.XLS 	 	BOEING PROPRIETARY 



			
	 CR 	Exhibit A4 to Purchase Agreement 2910 

    Block 5 and Block 6 Aircraft 

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

     Price 

    Per A/C 
	3430B693C19 	MP - ILS/GPS MULTI-MODE RECEIVER (MMR) - REVISION - HONEYWELL MMR IN LIEU OF ALLIEDSIGNAL MMR 	[CONFIDENTIAL 

PORTION OMITTED

AND FILED 

SEPARATELY 

WITH THE

COMMISSION

PURSUANT

TO A 

REQUEST 

FOR 

CONFIDENTIAL 

TREATMENT]
	 
	3431A065B03 	VHF NAV/DME CONTROL PANEL - GABLES ENGINEERING - P/N G7500-03 - BFE/SPE 
	3433A732A13 	RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - HONEYWELL INTERNATIONAL INC - P/N 066-50007-0111 - BFE/SPE 
	3443A065B13 	SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL COLLINS TRANSCEIVER P/N 822-1710-001 - BFE/SPE 
	3443B691B64 	SINGLE WXR-2100 MULTISCAN WEATHER RADAR SYSTEM CONTROL PANEL - ROCKWELL COLLINS P/N 622-5129-802 - BFE 
	3443B694C32 	MP - WEATHER RADAR SYSTEM - REV - HONEYWELL AUTOTILT IN LIEU OF ROCKWELL MULTISCAN 
	3445B866A10 	TCAS SYSTEM - HONEYWELL INTERNATIONAL INC TCAS COMPUTER P/N 940-0300-001 - TCAS CHANGE 7 COMPLIANT - BFE/SPE 
	3446-000045 	STANDARD VOLUME FOR ALTITUDE CALLOUTS 
	3446-000085 	GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] APPROACHING MINIMUMS, MINIMUMS 
	3451-000023 	VOR/MARKER BEACON - ALLIEDSIGNAL RECEIVER P/N 066-50012-0101 - BFE/SPE 
	3453B866A17 	ATC SYSTEM - HONEYWELL INTERNATIONAL INC ATC TRANSPONDER P/N 066-01127- 1602 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - HONEYWELL INTERNATIONALINC CONTROL PANEL P/N 071-01503-2601 - BFE/SPE 
	3455-000020 	DISTANCE MEASURING EQUIPMENT (DME) - ALLIEDSIGNAL INTERROGATOR P/N 066- 50013-0101 - BFE/SPE 
	3457A065A61 	AUTOMATIC DIRECTION FINDER - SINGLE SYSTEM 
	3457A065A62 	AUTOMATIC DIRECTION FINDER (ADF) - SINGLE SYSTEM - ALLIEDSIGNAL DFA-75B - ADF RECEIVER P/N 066-50014-0101; ADF ANTENNA P/N 2041683-7507 - BFE/SPE 
	3457A065A65 	SINGLE ADF CONTROL PANEL - GABLES - G7402-05 - WITH TONE SWITCH - BFE/SPE 
	3461A425A10 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED 
	3461A541C58 	MP - FMCS - FIXED DERATE INHIBIT 
	3461B559B19 	MP - FMCS - RUNWAY OFFSET POSITION - METERS 
	3461C135A55 	MP - FMCS - ACTIVATE COLOR OPERATION 
	3461C593D10 	MP - FMCS - TAKEOFF THRUST AUTOMATIC SELECTION - ENABLE 
	3511-000011 	NO REMOTE CREW OXYGEN FILL STATION 
	3511B873B95 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - EROS - BFE/SPE 
	3511B899B49 	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - FIRST OBSERVER - EROS - BFE/SPE 
	3511B899B50 	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - SECOND OBSERVER - EROS/SCOTT AVIATION - BFE/SPE 
	3511C028G29 	MP - CREW MASKS AND REGULATORS - REV - FOUR FULL FACE OXYGEN MASKS IN LIEU OF TWO FULL FACE AND TWO ORO-NASAL WITH SMOKE GOGGLE OXYGENMASKS 
	3520-000254 	CHEMICAL OXYGEN GENERATORS - PASSENGER OXYGEN SYSTEM - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MINUTES CAPABILITY 
	3811-000019 	POTABLE WATER - SERVICEABLE TO 60 GALLONS 
	3832-000032 	VACUUM WASTE SYSTEM - MONOGRAM TOILET ASSEMBLIES 
	3910C028D97 	AFT ELECTRONICS PANEL ARRANGEMENT - GOT 
	5200-000036 	HOLD-OPEN LOCK (DOWN-TO-RELEASE) - ENTRY AND SERVICE DOORS 
	5231A561C54 	CARGO DOOR - SOLID SKIN 
	5300-000027 	UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY 
	5352A298A27 	RADOME- HONEYCOMB CORE - SFE 
	5730B796A87 	MP - PARTIAL PROVISIONS FOR AVIATION PARTNERS BOEING (APB) WINGLET - INSTALLATION 
	5730B796B09 	MP - WINGLET INSTALLATION - AVIATION PARTNERS BOEING (APB) - BFE - 737-800 
	7200-000224 	SINGLE ANNULAR COMBUSTOR - CFM56-7 ENGINES 
	7200A251A03 	CFM56-7 ENGINES - 7B27/B1 FULL RATING 
	7900-000116 	LUBRICATING OIL - MOBIL JET II 
	MISC 	INTERIOR ALLOWANCE 
	 	 
	OPTIONS: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	 TOTALS: 





BOEING PROPRIETARY

 Page 4









AIRCRAFT CONFIGURATION 

between 

THE BOEING COMPANY 

and 

GAC INC. 


Exhibit A5 to Purchase Agreement Number 2910 


Boeing Model 737-8EH Aircraft 


(GOT 737-800) 


A5 










Exhibit A5 to 

Purchase Agreement No. 2910 


     AIRCRAFT CONFIGURATION 

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

relating to 

BOEING MODEL 737-8EH AIRCRAFT 


 The Detail Specification is D019A001GOT38P-1, dated [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001-G, dated [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as amended to incorporate the Options listed below, including the
effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019ACR1GOT38P-1. As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will
reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment. 


A5 









			
	Exhibit A5_Block 8-11_SA-15.XLS 	 	BOEING PROPRIETARY 



			
	                  CR 	Block 8-9
	  Aircraft 

    Exhibit A5 to Purchase Agreement No. 2910

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

    Per A/C 
	0110-000029 	MINOR MODEL 737-800 PASSENGER AIRPLANE 	[CONFIDENTIAL 

	  PORTION OMITTED

	  AND FILED 

	  SEPARATELY 

	  WITH THE

	  COMMISSION

	  PURSUANT

	  TO A 

	  REQUEST 

	  FOR 

	  CONFIDENTIAL 

	  TREATMENT]
	0110-000030 	MAJOR MODEL 737 AIRPLANE 
	0170A213B33 	FLIGHT DECK - 2 OBSERVERS 
	0170A244C58 	SERVICING FEATURES - BASIC 
	0170A425A75 	AVIONICS - SINGLE FMC WITH MULTI-CONTROL DISPLAY UNIT 
	0170A541A17 	AIRFRAME - 737-800 
	0170A541A20 	CERTIFICATION - FAA 
	0170A935A26 	COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF 
	0170B401A73 	CLIMATE - NORMAL WEATHER OPERATIONS 
	0170B873A78 	FORWARD COMPLEX - MINIMUM GALLEY CAPACITY 
	0170B873A82 	AFT COMPLEX - TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS 
	0170C204A96 	CARGO LINERS- HEAVY DUTY - FORWARD 
	0170C204A99 	CARGO LINERS- HEAVY DUTY- AFT 
	0220C028D98 	TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - 737-800 - GOT 
	0222C472A10 	SHORT FIELD PERFORMANCE ENHANCEMENT WITH TWO POSITION TAIL SKID 
	0224-000036 	EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)
	0228A229A17 	BRAZILIAN CTA SUPPLEMENT TO THE FAA APPROVED AIRPLANE FLIGHT MANUAL 
	0228A836A30 	MP-AFM-REVISION-IMPROVE LANDING PERFORMANCE-GROOVED OR POROUS RUNWAYS 
	0252A541A03 	METRIC UNITS FOR FLIGHT AND OPERATIONS MANUALS, CDS INDICATIONS, AND FMCS PARAMETERS 
	0315B393A35 	CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 737-800 
	0351C593A60 	MP - TAKE-OFF PERFORMANCE IMPROVEMENT - ALT FWD CG LIMITS 
	0360C028D96 	MISCELLANEOUS WEIGHT COLLECTOR - GOT 737-800 
	1110B637K75 	EXTERIOR COLOR SCHEME AND MARKINGS - GOT - 737-800 
	1110B637X53 	MP - EXTERIOR COLOR SCHEMES AND MARKINGS - REVISION - BILINGUAL MARKINGS 
	1110C593B97 	MP - EXTERIOR COLOR SCHEME AND MARKINGS - REV - AKZO NOBEL PAINT SYSTEM IN LIEU OF PRC-DESOTO PAINT SCHEME 
	1120A881A09 	MP - EXTERIOR PLACARDS AND MARKINGS - ENGINE WARNING STRIPES AND DECALS INSTL - FUSELAGE 
	1130A079K40 	LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS - KILOGRAMS PER SQUARE METER - BILINGUAL (PORTUGUESE/ENGLISH)
	1130B637K93 	INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS (PORTUGUESE/ENGLISH)
	1130B637X55 	MP - LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS - REVISION - BILINGUAL LOAD LIMITS 
	1130B637X60 	MP - INTERIOR PLACARDS - REVISION - PASSENGER CABIN 
	2130-000010 	600 FPM CABIN PRESSURE ASCENT RATE 
	2130-000012 	350 FPM CABIN PRESSURE DESCENT RATE 
	2160-000024 	CABIN TEMPERATURE INDICATION - DEGREES CELSIUS 
	2170-000021 	OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS 
	2210-000003 	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE 
	2210-000121 	AUTOFLIGHT - ACTIVATION OF CONTROL WHEEL STEERING REVERSION IN APPROACH MODE 
	2210-000123 	AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL 
	2210-000128 	AUTOFLIGHT - CONTROL WHEEL STEERING WARNING 
	2210-000130 	AUTOFLIGHT - AIRSPEED DEVIATION WARNING 
	2210-000142 	AUTOFLIGHT - ALTITUDE ALERT - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] FEET 
	2230-000137 	AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE 
	2310B401A33 	COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE 
	2311A589A24 	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE ROCKWELL HF TRANSCEIVER - P/N 822-0330-001 - AND DIGITAL HF COUPLER - P/N 822-0987-003 -BFE/SPE 
	2311B694C33 	MP - HF COMMUNICATIONS - REV - HONEYWELL HF TRANSCEIVER AND DIGITAL HF COUPLER IN LIEU OF ROCKWELL 
	2312-000787 	VHF COMMUNICATIONS - DUAL ROCKWELL ARINC 716/750 VHF-900B FM-IMMUNE TRANSCEIVERS WITH [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] KHZ CHANNEL SPACING - P/N 822-1047-003 - BFE/SPE 
	2312C028F95 	MP - VHF COMMUNICATION SYSTEM - REV - DUAL ALLIED SIGNAL TRANSCEIVERS IN LIEU OF ROCKWELL 
	2321-000047 	SELCAL - GABLES CONTROL PANEL - P/N G7165-01 - BFE/SPE 
	2321B401A04 	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE 
	2321C593A78 	MP - SELCAL DECODER - REPLACEMENT - AVTECH 
	2324A218A52 	EMERGENCY LOCATOR TRANSMITTER (ELT) - ARTEX 3-FREQUENCY AUTOMATIC - FIXED, P/N 453-5004 - BFE/SPE 
	2324B821A37 	MP-ELT-REPLACEMENT-HONEYWELL IN LIEU OF ARTEX 





BOEING PROPRIETARY 

Page 1







			
	Exhibit A5_Block 8-11_SA-15.XLS 	 	BOEING PROPRIETARY 




			
	                 CR 	Block 8-9
    Aircraft 

    Exhibit A5 to Purchase Agreement No. 2910

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

    Per A/C 
	2331B754B15 	PASSENGER ADDRESS (PA) SYSTEM - ARINC [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - ROCKWELL COLLINS AMPLIFIER - BFE/SPE 	[CONFIDENTIAL 

PORTION OMITTED

AND FILED 

SEPARATELY 

WITH THE

COMMISSION

PURSUANT

TO A 

REQUEST 

FOR 

CONFIDENTIAL 

TREATMENT]
	2331B754B17 	PASSENGER ADDRESS (PA) SYSTEM - PA-IN-USE INDICATOR IN THE FLIGHT DECK - BFE/SPE 
	2331B754B21 	PRAM/BMM SYSTEM - PANASONIC - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE 
	2350C174A16 	AUDIO CONTROL PANEL INSTALLATION - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - AVTECH CORPORATION 
	2351-000034 	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903- 1341 - BFE/SPE 
	2351-000036 	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE 
	2351-000042 	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION 
	2351A213B77 	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE 
	2351A213B80 	HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 
	2351A213B81 	HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE 
	2371-000009 	NO MONITOR JACK IN THE WHEEL WELL 
	2371-000053 	SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL- [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] RECORDING TIME - P/N 980-6022-001 & P/N 980-6116-001 - BFE/SPE 
	2433-000008 	STANDBY BUS - CONNECTION OF AIR TRAFFIC CONTROL (ATC) NO. 1 
	2433-000042 	STANDBY POWER - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]-MINUTE CAPABILITY - SINGLE 48 AMP HOUR BATTERY 
	2433-000093 	STANDBY BUS - LOADS ADDITION - FMCS, CDS & DME 
	2500B637W15 	MP - INTERIOR CONFIGURATION - REV - LOCATION OF LAST TWO ROWS OF E/C SEATS 
	2500C423X60 	MP - INTERIOR ARRANGEMENT - REVISION - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PASSENGERS IN LIEU OF [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PASSENGERS 
	2513-000433 	CUPHOLDER - INSTALLATION - FIRST OFFICER'S SIDEWALL WITHOUT PRINTER OR AUDIO SELECTOR PANEL 
	2513A331B35 	MP-ASHTRAY-DELETION-FLIGHT COMPARTMENT 
	2513B694F46 	MP - CONTROL COLUMN CHECKLIST PLACARDS - GOT 
	2520B637K80 	INTERIOR COLOR AND MATERIAL - STANDARD OFFERING - GOL 
	2523B637L08 	PASSENGER SERVICE UNITS - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2524B637K92 	FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT SELECTABLES 
	2524B637L09 	FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT 
	2524B637N71 	MP - MODS STD SEL - REV - FWD RH WINDSCREEN 
	2525B637L10 	ECONOMY CLASS SEATS - 737-800 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2525B637N39 	MP - PASSENGER COMPARTMENT SEATS - REV - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX IN LIEU OF [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PAX 
	2525B637N55 	MP - ECONOMY CLASS PASSENGER SEATS - REV - REPITCH RH SEATS 
	2527C006A05 	FLOOR COVERING - CARPET, SERGED EDGES 
	2528B637K98 	OVERHEAD STOWAGE BINS 
	2528B637L11 	LITERATURE POCKETS 
	2528B637N53 	MP - OVERHEAD STOWAGE BINS - REV - AFT RH STOWAGE BIN 
	2530B637L04 	GALLEY PART NUMBERS - BFE 
	2530B637L05 	GALLEY INSERT PART NUMBERS - G1 AND G4B GALLEY - BFE 
	2530B637N51 	MP - ALTERNATE GALLEY CERT - G4B GALLEY 
	2530B637R52 	MP - G1 GALLEY PART NUMBER - ALT CERT ONLY 
	2530C028H80 	MP - BUFFET/GALLEY - CONVERSION KIT PART REPLACEMENTS - DRIESSEN - BFE 
	2530C593B13 	MP - GALLEY - G4B - REPLACEMENT - CONVERSION KIT FOLDING TABLES 
	2540B637L00 	LA LAVATORY SELECTABLES 
	2540B637L01 	LD LAVATORY SELECTABLES 
	2540B637L02 	LE LAVATORY SELECTABLES 
	2560-000178 	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300-14 - BFE/SPE 
	2560-000269 	CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER - CAPTAIN'S SEAT BACK 
	2560B329B14 	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR CRUISERS - P/N 63600- 501 - BFE/SPE 
	2560B694D29 	MP - PROTECTIVE BREATHING EQUIPMENT - REPLACEMENT - FLIGHT DECK - PBE & STOWAGE BOX 
	2560B694F27 	MP - FLIGHT DECK EMERGENCY EQUIPMENT - RELOCATION - PBE AND 2ND OBSERVER'S LIFE VEST - BFE 
	2560C593A91 	MP - PROTECTIVE BREATHING EQUIPMENT - REPLACEMENT - FLIGHT DECK - PBE STOWAGE BOX 
	2562B637L15 	OVERWATER EMERGENCY EQUIPMENT - GOT - 177 PAX 
	2562C593A49 	MP - OVERWATER EMERGENCY EQUIPMENT - DELETION - LIFE VESTS - 178 PAX 
	2564B637L18 	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT 
	2564B637P40 	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - REVISION 





BOEING PROPRIETARY

 Page 2








			
	Exhibit A5_Block 8-11_SA-15.XLS 	 	BOEING PROPRIETARY 



			
	                 CR 	Block 8-9
    Aircraft 

    Exhibit A5 to Purchase Agreement No. 2910

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

    Per A/C 
	2564B637U16 	MP - DETACHABLE EMERGENCY EQUIPMENT - REPLACEMENT - PASSENGER COMPARTMENT - OXYGEN MASKS 	[CONFIDENTIAL 

	  PORTION OMITTED

	  AND FILED 

	  SEPARATELY 

	  WITH THE

	  COMMISSION

	  PURSUANT

	  TO A 

	  REQUEST 

	  FOR 

	  CONFIDENTIAL 

	  TREATMENT]
	2564B637U72 	MP - DETACHABLE EMERGENCY EQUIPMENT - INSTL - MEDICAL KIT BOX - FWD RH STOWAGE 
	2564B637X24 	MP - DETACHABLE EMERGENCY EQUIPMENT PASSENGER COMPARTMENT - REVISION - B/E AEROSPACE - BFE 
	2564C593B06 	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - DELETION - SEAT BELT EXTENSION 
	2564C593B35 	MP - DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - REPLACEMENT AND ADDITION - OXYGEN MASKS AND BOTTLE 
	2564C757A92 	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - FLASHLIGHT - PASSENGER COMPARTMENT - DME CORP - BFE 
	2622-000047 	APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINES 
	2800C528A44 	MP - FUEL SYSTEM PLACARDS - REVISION - ADD PORTUGUESE IN LIEU OF ENGLISH ONLY - GOT 
	2841-000004 	STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS 
	2844-000004 	FUEL MEASURING STICKS IN LINEAR UNITS WITH CONVERSION TABLES IN KILOGRAMS 
	2911-000041 	ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - PARKER (ABEX) - 10-62167 
	2911-000043 	AC MOTOR-DRIVEN HYDRAULIC PUMPS - PARKER (ABEX) - 10-60556 
	3041-000003 	NO HEATED FLIGHT COMPARTMENT NUMBER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] WINDOW 
	3131-000143 	ACCELEROMETER - Honeywell P/N 971-4193-001 - BFE/SPE 
	3131-000187 	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE 
	3131A218A64 	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - SFIM - P/N ED47B109 -BFE/SPE 
	3132C174A01 	AIRBORNE DATA LOADER/RECORDER - ARINC [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - HONEYWELL - 964-0401-017 - BFE/SPE 
	3162-000006 	CDS DISPLAY - EFIS/MAP DISPLAY FORMAT - SIDE BY SIDE ENGINE PRESENTATION 
	3162-000022 	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI 
	3162-000028 	RADIO ALTITUDE - BELOW ADI 
	3162-000030 	RISING RUNWAY - DISPLAYED ON THE ADI 
	3162-000032 	RADIO ALTITUDE HEIGHT ALERT DISPLAY - 1000 FEET - ADI 
	3162-000042 	TCAS RESOLUTION ADVISORY - ADI 
	3162-000044 	TCAS RESOLUTION ADVISORY - VSI 
	3162-000046 	SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI 
	3162-000047 	LOCALIZER BACKCOURSE POLARITY - REVERSAL - ADI 
	3162-000050 	ILS FAILURE FLAGS - DISPLAYED FOR NCD 
	3162-000051 	ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE 
	3162-000059 	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY 
	3162-000064 	RANGE ARCS - NAVIGATION DISPLAY 
	3162-000079 	MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY 
	3162-000081 	ADF POINTER(S) - NAVIGATION DISPLAY 
	3162-000084 	TCAS [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] NM RANGE RING - NAVIGATION DISPLAY 
	3162-000085 	FMC AND ADIRU POSITION DIFFERENCE - DIFFERENCE EXCEEDANCE DISPLAYED 
	3162-000288 	APPROACH MINIMUMS - RADIO AND BARO BASED 
	3162A627A31 	MP - SOFTWARE ACTIVATION - DOUBLE DERATE INDICATION - ENABLE 
	3244-000008 	SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL 
	3245-000048 	BRAKES - STEEL - HIGH CAPACITY - HONEYWELL 
	3245-000093 	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - HONEYWELL - INSTALLATION WITH SFE 28 PR, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MPH TIRES 
	3245-000097 	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PR, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MPH RADIAL TIRES 
	3245B759A09 	MP - WHEELS TIRES AND BRAKES - MAIN LANDING GEAR - REPLACEMENT - GOODYEAR [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PR [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MPH TIRES IN LIEU OF STANDARD TIRES 
	3245C028J08 	MP - WHEELS AND TIRES - NOSE LANDING GEAR WHEELS - REVISION - GOODYEAR BIAS IN LIEU OF RADIAL 
	3321-000001 	PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL 
	3324-000017 	NO SMOKING SIGN - PERMANENT ILLUMINATION 
	3342-000035 	NOSE GEAR TAXI LIGHT - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]-WATT 
	3350A704A19 	EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT 
	3412-000022 	DUAL ELEMENT NON-ASPIRATED TAT PROBE 
	3414-000035 	STANDBY ALTIMETER/AIRSPEED INDICATOR - FLIGHT DECK 
	3423-000023 	STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE - SFE 
	3430-000112 	ILS/GPS MULTI-MODE RECEIVER(MMR) - ALLIEDSIGNAL - P/N 066-50029-1101 - BFE/SPE 





BOEING PROPRIETARY 

Page 3








			
	Exhibit A5_Block 8-11_SA-15.XLS 	 	BOEING PROPRIETARY 


			
	                 CR 	Block 8-11
    Aircraft 

    Exhibit A5 to Purchase Agreement No. 2910

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

    Per A/C 
	3430B693C19 	MP - ILS/GPS MULTI-MODE RECEIVER (MMR) - REVISION - HONEYWELL MMR IN LIEU OF ALLIEDSIGNAL MMR 	[CONFIDENTIAL 

PORTION OMITTED

AND FILED 

SEPARATELY 

WITH THE

COMMISSION

PURSUANT

TO A 

REQUEST 

FOR 

CONFIDENTIAL 

TREATMENT]
	3431A065B03 	VHF NAV/DME CONTROL PANEL - GABLES ENGINEERING - P/N G7500-03 - BFE/SPE 
	3433A732A13 	RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - HONEYWELL INTERNATIONAL INC - P/N 066-50007-0111 - BFE/SPE 
	3443A065B13 	SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL COLLINS TRANSCEIVER P/N 822-1710-001 - BFE/SPE 
	3443B691B64 	SINGLE WXR-2100 MULTISCAN WEATHER RADAR SYSTEM CONTROL PANEL - ROCKWELL COLLINS P/N 622-5129-802 - BFE 
	3443B694C32 	MP - WEATHER RADAR SYSTEM - REV - HONEYWELL AUTOTILT IN LIEU OF ROCKWELL MULTISCAN 
	3445B866A10 	TCAS SYSTEM - HONEYWELL INTERNATIONAL INC TCAS COMPUTER P/N 940-0300-001 - 
	3446-000045 	STANDARD VOLUME FOR ALTITUDE CALLOUTS 
	3446-000085 	GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] APPROACHING MINIMUMS, MINIMUMS 
	3451-000023 	VOR/MARKER BEACON - ALLIEDSIGNAL RECEIVER P/N 066-50012-0101 - BFE/SPE 
	3453B866A17 	ATC SYSTEM - HONEYWELL INTERNATIONAL INC ATC TRANSPONDER P/N 066-01127- 1602 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - HONEYWELL INTERNATIONALINC CONTROL PANEL P/N 071-01503-2601 - BFE/SPE 
	3455-000020 	DISTANCE MEASURING EQUIPMENT (DME) - ALLIEDSIGNAL INTERROGATOR P/N 066- 50013-0101 - BFE/SPE 
	3457A065A61 	AUTOMATIC DIRECTION FINDER - SINGLE SYSTEM 
	3457A065A62 	AUTOMATIC DIRECTION FINDER (ADF) - SINGLE SYSTEM - ALLIEDSIGNAL DFA-75B - ADF RECEIVER P/N 066-50014-0101; ADF ANTENNA P/N 2041683-7507 - BFE/SPE 
	3457A065A65 	SINGLE ADF CONTROL PANEL - GABLES - G7402-05 - WITH TONE SWITCH - BFE/SPE 
	3461A425A10 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED 
	3461A541C58 	MP - FMCS - FIXED DERATE INHIBIT 
	3461B559B19 	MP - FMCS - RUNWAY OFFSET POSITION - METERS 
	3461C135A55 	MP - FMCS - ACTIVATE COLOR OPERATION 
	3461C593D10 	MP - FMCS - TAKEOFF THRUST AUTOMATIC SELECTION - ENABLE 
	3511-000011 	NO REMOTE CREW OXYGEN FILL STATION 
	3511B873B95 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - EROS - BFE/SPE 
	3511B899B49 	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - FIRST OBSERVER - EROS - BFE/SPE 
	3511B899B50 	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - SECOND OBSERVER - EROS/SCOTT AVIATION - BFE/SPE 
	3511C028G29 	MP - CREW MASKS AND REGULATORS - REV - FOUR FULL FACE OXYGEN MASKS IN LIEU OF TWO FULL FACE AND TWO ORO-NASAL WITH SMOKE GOGGLE OXYGENMASKS 
	3520-000254 	CHEMICAL OXYGEN GENERATORS - PASSENGER OXYGEN SYSTEM - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MINUTES CAPABILITY 
	3811-000019 	POTABLE WATER - SERVICEABLE TO 60 GALLONS 
	3832-000032 	VACUUM WASTE SYSTEM - MONOGRAM TOILET ASSEMBLIES 
	3910C028D97 	AFT ELECTRONICS PANEL ARRANGEMENT - GOT 
	5200-000036 	HOLD-OPEN LOCK (DOWN-TO-RELEASE) - ENTRY AND SERVICE DOORS 
	5231A561C54 	CARGO DOOR - SOLID SKIN 
	5300-000027 	UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY 
	5352A298A27 	RADOME- HONEYCOMB CORE - SFE 
	5730B796A87 	MP - PARTIAL PROVISIONS FOR AVIATION PARTNERS BOEING (APB) WINGLET - INSTALLATION 
	5730B796B09 	MP - WINGLET INSTALLATION - AVIATION PARTNERS BOEING (APB) - BFE - 737-800 
	7200-000224 	SINGLE ANNULAR COMBUSTOR - CFM56-7 ENGINES 
	7200A251A03 	CFM56-7 ENGINES - 7B27/B1 FULL RATING 
	7900-000116 	LUBRICATING OIL - MOBIL JET II 
	MISC 	INTERIOR ALLOWANCE 
	OPTIONS: 191 	 TOTALS: 





BOEING PROPRIETARY 

Page 4









6-1162-DME-1152 

GAC, Inc. 

  Praça Comandante Linneu Gomes s/n 

Portaria 3 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo - SP Brazil 





			
	Subject: 	 	Aircraft Performance Guarantees – Model 737-700 
	 
	Reference: 	 	Purchase Agreement No.2019 (Purchase Agreement) between The 
	 	 	Boeing Company (Boeing) and GAC, Inc. (Customer) relating to 
	 	 	Model 737-700 aircraft (Aircraft)




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


Boeing agrees to provide Customer with the performance guarantees in the 


Attachment These guarantees are exclusive and expire upon delivery of the Aircraft to Customer. 


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. 


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. 









Letter Agreement No. 6-1162-DME-1152 

GAC Inc.    


Very truly yours, 


THE BOEING COMPANY 

 

By ____________

 Its Attorney-In-Fact 


ACCEPTED AND AGREED TO this Date:


GAC INC. 


By_____________

 Its ____________









Attachment to Letter Agreement 

No. 6-1162-DME-1152 

CFM56-7B22
Engines 

Page 1 


MODEL 737-700 WITH WINGLETS PERFORMANCE GUARANTEES 


FOR GOL TRANSPORTES AEREOS S/A 

			
	SECTION 	 	CONTENTS 
	1 	 	AIRCRAFT MODEL APPLICABILITY 
	2 	 	FLIGHT PERFORMANCE 
	3 	 	MANUFACTURER'S EMPTY WEIGHT 
	4 	 	AIRCRAFT CONFIGURATION 
	5 	 	GUARANTEE CONDITIONS 
	6 	 	GUARANTEE COMPLIANCE 
	7 	 	EXCLUSIVE GUARANTEES 












Attachment to Letter Agreement 

No. 6-1162-DME-1152 

CFM56-7B22 Engines 

Page 2 


1 AIRCRAFT MODEL APPLICABILITY 


The guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 737-700 Aircraft with winglets and a maximum takeoff weight of[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, a maximum landing weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, and a maximum zero fuel
weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, and equipped with Boeing furnished CFM56-7B22 engines. 


2 FLIGHT PERFORMANCE 

2.1 Takeoff 


 The FAA approved takeoff field length at a gross weight at the start of the ground roll of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, at a temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], at a sea level altitude, with an alternate forward center of gravity limit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent of the mean
aerodynamic chord, and using maximum takeoff thrust, shall not be more than the following guarantee value: 

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





2.2 Landing 


 The FAA approved landing field length at a gross weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms and at a sea level altitude, shall not be more than the following guarantee value: 

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





2.3 Cruise Range 


The still air range at an initial cruise altitude of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] feet on a standard day at[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Mach number, starting at a gross weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms and consuming [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms of fuel, and using not more than maximum cruise thrust (except
maximum climb thrust may be used during a step climb) and using the conditions and operating rules defined below, shall not be less than the following guarantee value: 

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





Conditions and operating rules: 


A step climb or multiple step climbs of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] feet altitude may be used when beneficial to minimize fuel burn. 










Attachment to Letter Agreement 

No. 6-1162-DME-1152 

CFM56-7B22 Engines 

Page 3 


3 MANUFACTURER'S EMPTY WEIGHT 


The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification D019A001GOT37P-1 plus [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


4 AIRCRAFT CONFIGURATION 


4.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification D019A001GOT37P-1 (hereinafter referred to as the Detail Specification).


Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft.
 Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees. 


4.2 The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees: 


(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement. 


(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights. 


5 GUARANTEE CONDITIONS 


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


5.2 The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-700 Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 41, dated [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 










Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 4 


5.3 In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in
Paragraph 5.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such
change. 


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


5.5 The cruise range guarantee includes allowances for normal power extraction and engine bleed for normal operation of the air conditioning system.  Normal electrical power extraction shall be defined as not less than a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] total
electrical load.  Normal operation of the air conditioning system shall be defined as pack switches in the "Auto" position, the temperature control switches in the "Auto" position that results in a nominal cabin temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and all air
conditioning systems operating normally.  This operation allows a maximum cabin pressure differential of[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pounds per square inch at higher altitudes, with a nominal Aircraft cabin ventilation rate of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cubic feet per minute including
passenger cabin recirculation (nominal recirculation is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]). The APU is turned off unless otherwise specified. 


5.6 The cruise range guarantee is based on an Aircraft center of gravity location of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord. 


5.7 Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of 1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per pound. 


6 GUARANTEE COMPLIANCE 


6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5. 


6.2 Compliance with the takeoff and landing guarantees shall be based on the FAA approved Airplane Flight Manual for the Model 737-800. 










Attachment to Letter Agreement 

No. 6-1162-DME-1153

CFM56-7B29/B1 Engines 

Page 5 


6.3 Compliance with the cruise range guarantee shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. 


6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be based on information in the "Weight and Balance Control and Loading Manual - Aircraft Report." 


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


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


7 EXCLUSIVE GUARANTEES 


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









Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 1 


MODEL 737-800 WITH WINGLETS PERFORMANCE GUARANTEES 


FOR GOL TRANSPORTES AEREOS S/A 

			
	SECTION 	 	CONTENTS 
	1 	 	AIRCRAFT MODEL APPLICABILITY 
	2 	 	FLIGHT PERFORMANCE 
	3 	 	MANUFACTURER'S EMPTY WEIGHT 
	4 	 	AIRCRAFT CONFIGURATION 
	5 	 	GUARANTEE CONDITIONS 
	6 	 	GUARANTEE COMPLIANCE 
	7 	 	EXCLUSIVE GUARANTEES 












Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 2 


1 AIRCRAFT MODEL APPLICABILITY 


The guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 737-800 Aircraft with winglets and short field performance enhancement option 0222C472A10, including a Two Position Tail Skid, and  a maximum takeoff
weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, a maximum landing weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, and a maximum zero fuel weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, and equipped with Boeing furnished CFM56-7B27/B1 engines. 


2 FLIGHT PERFORMANCE 

2.1 Takeoff 


2.1.1 The FAA approved takeoff field length at a gross weight at the start of the ground roll of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, at a temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], at a sea level altitude, with an alternate forward center of gravity limit of per cent of the
mean aerodynamic chord, and using maximum takeoff thrust, shall not be more than the following guarantee value: 

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





2.1.2 The FAA approved takeoff field length at a gross weight at the start of the ground roll of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms, at a temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], at a sea level altitude, with an alternate forward center of gravity limit of per cent of the
mean aerodynamic chord, and using maximum takeoff thrust, shall not be more than the following guarantee value: 

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





Engine derated to CFM56-7B24 thrust level. 










Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 3 


2.1.3 The FAA approved takeoff gross weight at the start of ground roll, at a temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], at an altitude of feet and satisfying the conditions defined below, with an alternate forward center of gravity limit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent of
the mean aerodynamic chord, and using maximum takeoff thrust, shall not be less than the following guarantee value: 

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





Conditions: 


The takeoff runway available (TORA) is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] meters.

 The takeoff distance available (TODA) is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] meters. 

The accelerate-stop distance available (ASDA) is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] meters. 


The lineup allowance adjustment to TORA and TODA is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] meters. 


The lineup allowance adjustment to ASDA is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] meters. 


The following obstacle definition is based on a straight-out departure where obstacle height and distance are specified with reference to the liftoff end of the runway: 

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




2.2 Landing 


2.2.1 The FAA approved landing gross weight from a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] meter runway, at a temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and at an altitude of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] feet, shall not be less than the following guarantee value: 

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





2.2.2 The FAA approved landing field length at a gross weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms and at a sea level altitude, shall not be more than the following guarantee value: 

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













Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 4 


2.3 Cruise Range 


The still air range at an initial cruise altitude of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] feet on a standard day at [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Mach number, starting at a gross weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms and consuming [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] kilograms of fuel, and using not more than maximum cruise thrust (except
maximum climb thrust may be used during a step climb) and using the conditions and operating rules defined below, shall not be less than the following guarantee value: 

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

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

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

     Nautical Miles 





Conditions and operating rules: 


A step climb or multiple step climbs of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] feet altitude may be used when beneficial to minimize fuel burn. 


3 MANUFACTURER'S EMPTY WEIGHT 


The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification D019A001GOT38P-1 Revision C plus one percent


4 AIRCRAFT CONFIGURATION 


4.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Revision C of Detail Specification D019A001GOT38P-1 (hereinafter referred to as the Detail Specification).


Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft.
 Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees. 










Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 5 


4.2 The Manufacturer's Empty Weight guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees: 


(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement. 


(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights. 


5 GUARANTEE CONDITIONS 


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


5.2 The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-800 Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 41, dated. 


5.3 In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in
Paragraph 5.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such
change. 


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










Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 6 


5.5 The cruise range guarantee includes allowances for normal power extraction and engine bleed for normal operation of the air conditioning system.  Normal electrical power extraction shall be defined as not less than a kilmetters okilowatts total
electrical load.  Normal operation of the air conditioning system shall be defined as pack switches in the "Auto" position, the temperature control switches in the "Auto" position that results in a nominal cabin temperature of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and all air
conditioning systems operating normally.  This operation allows a maximum cabin pressure differential of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pounds per square inch at higher altitudes, with a nominal Aircraft cabin ventilation rate of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cubic feet per minute including
passenger cabin recirculation (nominal recirculation is percent). The APU is turned off unless otherwise specified. 


5.6 The cruise range guarantee is based on an Aircraft center of gravity location of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent of the mean aerodynamic chord. 


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


6 GUARANTEE COMPLIANCE 


6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5. 


6.2 Compliance with the takeoff and landing guarantees shall be based on the FAA approved Airplane Flight Manual for the Model 737-800. 


6.3 Compliance with the cruise range guarantee shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. 


6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be based on information in the "Weight and Balance Control and Loading Manual - Aircraft Report." 


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


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










Attachment to Letter Agreement 

No. 6-1162-DME-1153 

CFM56-7B27/B1 Engines 

Page 7 


7 EXCLUSIVE GUARANTEES 


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










6-1162-DME-0824R2 

GAC, Inc.. 

  Praça Comandante Linneu Gomes s/n 

Portaria 3, 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo – SP Brazil 





			
	Subject: 	 	Special Matters – Table 1 through Table 7 Aircraft 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between The 
	 	 	Boeing Company (Boeing) and GAC Inc. (Customer) relating to 
	 	 	Model 737-8EH aircraft (Aircraft)




This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to the Table 1through Table 7 Aircraft. All below
described business considerations that are subject to escalation (STE) are each limited to the terms and conditions described in Letter Agreement No. 6-1162-DME-0825 and 6-1162-DME-1104 as each may apply to specific aircraft. All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 


1. Basic Credit Memorandum 


(a) The Basic Credit Memoranda associated with the purchase of the Table 1 Aircraft and Table 2 Aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in ,subject to escalation to the
time of aircraft delivery. 


(b) The Basic Credit Memoranda associated with the purchase of the Table 3 Aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. , subject to escalation to the time of aircraft
delivery. 


(c) The Basic Credit Memoranda associated with the purchase of the Table 4 Aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. , subject to escalation to the time of aircraft
delivery. 










Letter Agreement No. 6-1162-DME-0824R2 GAC Inc. 


used for the final delivery purchase payment, or for other Boeing goods and services, but not for advance payments. 


12. New Sub-Type Model 737-700 Credit Memorandum 


In recognition of Buyer’s decision to expand its use of the Boeing aircraft model range, Boeing will provide Buyer a special New Sub-Type Model 737-700 Credit Memorandum associated with the purchase of each Table 5 and Table 6 Substitute
Aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to escalation to the time of aircraft delivery. 


Such Credit Memoranda will be issued concurrently with the delivery of each Substitute Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and
services, but not for advance payments. 


13. New Customer Credit Memorandum 


(a) In support of Buyer’s new Varig operational entity, Boeing will provide a special Model 737-700 Credit Memorandum associated with the purchase of each Table 4 Substitute Aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. ), subject to escalation to the time of aircraft delivery. 


(b) In support of Buyer’s new Varig operational entity, Boeing will provide a special Model 737-700 Credit Memorandum associated with the purchase of each Table 5 and Table 6 Substitute Aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. , subject to escalation to the time of aircraft delivery. 


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


14. Special Boeing Allowance-CFM 


(a) The current agreement between Boeing and CFM expires with Buyer’s exercise of its remaining [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  purchase rights. In that the reference Proposal offers Buyer an additional [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  model 737-800 aircraft, Boeing will provide
Buyer with a special CFM replacement credit memoranda, applicable only to the Table 6 model 737-800 aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  per Table 6 Model 737-800 Aircraft, subject to escalation to
the time of aircraft delivery. 


(b) The current agreement between Boeing and CFM does not address model 737-700 aircraft that have been previously contracted as model 737-800 Aircraft. Therefore, should Buyer choose to substitute a model 737-700 aircraft for a Table










Letter Agreement No. 6-1162-DME-0707R1 GAC Inc.     


purposes, the initial [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] payment amounts due upon signing of the Purchase Agreement, and/or any Supplemental Agreement thereto, are not considered advance payments for the purposes of this advance payment cap commitment. The Cap
Amount applies to all of the Aircraft identified in the Purchase Agreement. Boeing and Customer agree that this Cap Amount may, with mutually agreed adjustment, include future exercised purchase right aircraft under the Purchase Agreement, with the
further limitation that the Cap Amount may be adjusted by Boeing at such time as the aggregate amount of advance payments held by Boeing does not exceed [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the aggregate advance payment base prices of all Aircraft scheduled for
delivery within the following twelve (12) months. 


Customer will pay advance payments for aircraft delivering under the Purchase 


Agreement pursuant to the advance payment schedule described herein until such time as the aggregate amount of advance payments paid to Boeing equals the Cap Amount. Once the Cap Amount has been reached and for as long as it is maintained, Customer
may postpone the payment of any additional advance payments owed Boeing pursuant to the advance payment schedule (the Postponed Advance Payments). 


Upon delivery of an Aircraft, Boeing will apply to the balance due invoice for such delivering Aircraft the amount of advance payments paid by Customer for the respective delivering Aircraft. This action will, if no other action is taken, cause the
aggregate amount of advance payments held by Boeing to decrease and fall below the Cap Amount. Therefore, concurrent with the delivery of each Aircraft, Customer agrees to pay to Boeing the Postponed Advance Payments, in the same order as each
advance payment was postponed, until either (i) all Postponed Advance Payments have been paid or (ii) until the aggregate amount of advance payments held by Boeing increases to once again equal the Cap Amount. 


5. Set-Off Rights 


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









6-1162-DME-0825 

GAC, Inc.. 

  Praça Comandante Linneu Gomes s/n 

Portaria 3, 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo – SP Brazil 





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




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


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


1. Financial Risk - Escalation 


1.1 Table 1 and Table 2 Aircraft 


Customer has requested and Boeing has agreed to a maximum of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative per annum escalation price adjustments applicable to all elements of the Agreement that are subject to escalation, including, but not limited to, the
aircraft, engines, optional features, and other business considerations such as those described in Letter Agreement No. 6-1162-DME-0824. Such maximum rate of escalation will be applicable to only those Table 1 and Table 2 aircraft delivered to
Customer on/before [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Such maximum rate of escalation shall not apply to any Purchase Right Aircraft regardless of delivery position, or any Table 1 aircraft or Table 2 aircraft delivering to Customer after [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


 1.2 Table 3, Table 4 and Table 7 Aircraft 


Customer has requested and Boeing has agreed to a maximum of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative per annum escalation price adjustments applicable to all elements of the Agreement that are subject to escalation, including, but not limited to, the
aircraft, engines, optional features, and other business considerations such as those described in










Letter Agreement No. 6-1162-DME-0825 GAC Inc. 


Letter Agreement No. 6-1162-DME-0824. Such maximum rate of escalation will be applicable to only those Table 3, Table 4 and Table 7 aircraft delivered to Customer on/before [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Such maximum rate of escalation shall not apply to any
Purchase Right Aircraft regardless of delivery position, or any Table 3, Table 4, or Table 7 aircraft delivering to Customer after [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


2. Escalation Cap 


Boeing agrees that at the time of delivery the escalation adjustment that is determined by Supplemental Exhibit AE1 to the Purchase Agreement applicable to the Airframe and Optional Features will not exceed the escalation adjustment determined by
using the escalation cap factor set forth in Attachment A for Table 1 and Table 2 aircraft, and Attachment B for Table 3, Table 4, and Table 7 aircraft, for an aircraft delivering in the corresponding month and year. For example, in the event the
actual escalation adjustment determined by Supplemental Exhibit AE1 for a particular delivery month and year is less than the escalation adjustment determined using the escalation cap factor set forth on Attachment A or Attachment B, the actual
escalation adjustment will be used; in the event the actual escalation adjustment determined by Supplemental Exhibit AE1 for a particular delivery month and year is more than the adjustment determined using the escalation cap factor set forth on
Attachment A or Attachment B, the adjustment determined using the escalation cap factor will be used. 


3. Assignment 


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


4. Confidential Treatment 


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










6-1162-DME-1104 

GAC, Inc.

  Praça Comandante Linneu Gomes s/n 

Portaria 3, 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo – SP Brazil 





			
	Subject: 	 	Banded Fixed Escalation Program 
	 
	Reference: 	 	Purchase Agreement No2910 (the Purchase Agreement) between The 
	 	 	Boeing Company (Boeing) and GAC Inc. (Customer) relating to 
	 	 	Model 737-800 aircraft (the Aircraft)




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


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 Article 2 of this Letter Agreement. 


2. Applicability. 


     Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the model 737-800 Aircraft in Table 5, Table 6, Table 8, Tale 9, Table 10, and Table 11 of the Purchase Agreement are
Program Aircraft under the terms of this Letter Agreement. Should Customer exercise its right of substitution such that a Program Aircraft shall become a model 737-700 aircraft, such model 737-700 aircraft will become Program Aircraft under the
terms of this Letter Agreement. 










6-1162-DME-0706R4 

GAC, Inc.

Praça Comandante Linneu Gomes s/n 

Portaria 3, 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo – SP Brazil 

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




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


In accommodation of Customer’s expressed desires for a high degree of flexibility in its planning for further future aircraft deliveries, Customer and Boeing have reached further agreement regarding certain modifications to the Agreement as set
forth below: 


1. Purchase Right Aircraft Delivery Timing 


Boeing offers Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] purchase rights (see Attachment A) under Supplemental Agreement No. SA-15. All purchase rights are offered on a subject-to-availability-of-position (STAP) basis, with delivery of all such purchase right aircraft to
occur not later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


All purchase right aircraft are offered to Customer for exercise as Model 737-8EH aircraft with a configuration and detail specification as that described in Exhibit A to the Purchase Agreement, with the exception of any detail special feature
changes or model substitution as may be mutually agreed between Customer and Boeing. 










Attachment A to 6-1162-DME-0706R4 


Record of Purchase Right Aircraft Exercised 

									
	 	 	 	 	 	 	 	 	Remaining 
	Document 	 	Effective 	 	 	Aircraft 	 	Un-exercised 
	Description 	 	Date 	 	 	Exercised 	 	Aircraft 
	 
	PA-2910 	 	17 May 	 	2004 	 	  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 	 	 	 	 
	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 	 	__ 	 	2009 	 
	 		 		 	













6-1162-DME-1106R1 

GAC, Inc. 

  Praça Comandante Linneu Gomes s/n 

Portaria 3 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo - SP Brazil 





			
	Subject: 	 	Aircraft Model Substitution 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between The 
	 	 	Boeing Company (Boeing) and GAC Inc. (Customer) relating to 
	 	 	Model 737-800 aircraft (the Aircraft)




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


Customer anticipates that it will, in the future, have necessity to operate both model 737 700 and model 737-800 aircraft, with each of the aircraft to be discretely defined per the below described categories (collectively, the Substitute Aircraft).



1. Specific Model and Configuration. 


Customer may, subject to the terms and conditions further described in this letter agreement, substitute for an earlier firm contracted Model 737-800 Aircraft, any one of the following: 


     (i) the purchase of Boeing Model 737-800 aircraft in a Varig configuration (Varig 737-800 Substitution Aircraft), for any Aircraft delivering in[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or later, 


     (ii) the purchase of Boeing Model 737-700 aircraft in a Varig configuration (Varig 737-700 Substitute Aircraft) in place of any of the Table 4 and Table 9 through Table 11 Model 737-800 Aircraft, 


     (iii) the purchase of Boeing Model 737-700 aircraft in a GOL configuration (GOL 737-700 Substitute Aircraft) in place of any of the Table 4 and Table 9 through Table 11 Model 737-800 Aircraft. 


2. Customer’s Written Notice. 










6-1162-DME-1162 

GAC, Inc. 

  Praça Comandante Linneu Gomes s/n 

Portaria 3 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo - SP Brazil 





			
	Subject: 	 	Special Matters – Table 8-11 Aircraft 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) between 
	 	 	The Boeing Company (Boeing) and GAC Inc. (Customer) relating 
	 	 	to Model 737-8EH aircraft (Aircraft)




This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to the Table 8, Table 9, Table 10, and Table 11 Aircraft.
All below described business considerations that are subject to escalation (STE) are each limited to the terms and conditions described in Letter Agreement No. 6-1162-DME-0825 and 6-1162-DME-1104 as each may apply to specific aircraft. All terms
used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 


1. Basic Credit Memorandum 


     (a) The Basic Credit Memoranda associated with the purchase of the Table 8 Table 9, Table 10 and Table 11 model 737-800 Aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), subject to escalation to the time of aircraft delivery. 


     (b) Should Customer choose to exercise its substitution rights for a Table 9, Table 10, or Table 11 model 737-800 Aircraft to become a model 737-700 aircraft, the associated Basic Credit Memorandum applicable to each
such substitution aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) per aircraft, subject to escalation to the time of aircraft delivery. 


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










Letter Agreement No. 6-1162-DME-1162 GAC Inc. 


2. Promotional & Communication Support 


     (a) Boeing will provide Buyer promotional and communication support as a credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) per Table 8 and Table 9,  model
737-800 Aircraft, subject to escalation to the time of each aircraft delivery. 


     (b) Should Customer choose to exercise its substitution rights for a Table 9 or Table 10 model 737-800 Aircraft to become a model 737-700 aircraft, the promotional and communication support credit memorandum applicable
to each such substitution aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) per aircraft, subject to escalation to the time of aircraft delivery. 


     (c) Boeing will provide Buyer promotional and communication support as a credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) per Table 10 and Table 11 model 737-800
Aircraft, subject to escalation to the time of each aircraft delivery. 


     (d) Should Customer choose to exercise its substitution rights for a Table 11 model 737-800 Aircraft to become a model 737-700 aircraft, the promotional and communication support credit memorandum applicable to each
such substitution aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) per aircraft, subject to escalation to the time of aircraft delivery. 


All such credit memoranda will be issued concurrently with the delivery of each of the Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and
services, but not for advance payments. 


3. Customer Support – Training 


     (a) Boeing will provide Buyer with a special customer support credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) per Table 8, Table 9, Table 10 and Table 11 model
737-800 Aircraft, subject to escalation to the time of each aircraft delivery. 


     (b) Should Customer choose to exercise its substitution rights for a Table 9, Table 10, or Table 11 model 737-800 Aircraft to become a model 737-700 aircraft, the special customer support credit memorandum applicable to
each such substitution aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per aircraft, subject to escalation to the time of aircraft delivery. 


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










Letter Agreement No. 6-1162-DME-1162  GAC Inc. 


4. Model 737-800 Performance Improvements 


Boeing will provide Buyer a special model 737-800 Performance Improvement credit memoranda, to offset the optional short field performance feature, in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per
Table 8, Table 9, Table 10, and Table 11 model 737-800 Aircraft, subject to escalation to the time of aircraft delivery. 


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


5. Aircraft Market Adjustment 


     (a) Boeing will provide Buyer a special Market Adjustment credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 8, Table 9, Table 10, and Table
11 model 737-800 Aircraft, subject to escalation to the time of aircraft delivery. 


     (b) As a special additional incentive to Buyer to take delivery of the Table 8 Aircraft, Boeing will provide a credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 8 Aircraft, subject to escalation to the time of aircraft delivery. 



Such credit memoranda will be issued concurrently with the delivery of each Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but
not for advance payments. 


6. Special Fleet Volume Acknowledgement 


     (a) Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 8 model 737-800 Aircraft, subject
to escalation to the time of aircraft delivery. 


     (b) Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 9 model 737-800
Aircraft, subject to escalation to the time of aircraft delivery. 


     (c) Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 10 model 737-800
Aircraft, subject to escalation to the time of aircraft delivery. 










Letter Agreement No. 6-1162-DME-1162  GAC Inc. 


     (d) Boeing will provide Buyer with a Special Fleet volume credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 11 model 737-800 Aircraft,
subject to escalation to the time of aircraft delivery. 


     (e) Should Customer choose to exercise its substitution rights for a Table 9, Table 10, or Table 11 model 737-800 Aircraft to become a model 737-700 aircraft, the Special Fleet volume credit memorandum applicable to
each such substitution aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per aircraft, subject to escalation to the time of aircraft delivery. 


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


7. Special Feature - Winglets 


     (a) Boeing will provide Buyer a Special Feature - Winglets credit memoranda in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per Table 8, Table 9, Table 10, and Table 11 model
737-800 aircraft, subject to escalation to the time of each aircraft delivery. 


     (b) Should Customer choose to exercise its substitution rights for a Table 9, Table 10, or Table 11model 737-800 Aircraft to become a model 737-700 aircraft, the Special Feature - Winglets credit memorandum applicable
to each such substitution aircraft will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per aircraft, subject to escalation to the time of aircraft delivery. 


Such Special Feature - Winglets credit memoranda will be issued concurrently with the delivery of each of the Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for
other Boeing goods and services, but not for advance payments. 


8. Special Fleet Growth Consideration 


     (a) Boeing will provide Buyer a Special Fleet Growth Credit Memoranda associated with the purchase of the Table 9 aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per Table 9 Aircraft, subject to escalation to the time of aircraft delivery. 


     (b) Boeing will provide Buyer a Special Fleet Growth Credit Memoranda associated with the purchase of the Table 10 and Table 11 aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per Aircraft, subject to escalation to the time of aircraft delivery. 










Letter Agreement No. 6-1162-DME-1162  GAC Inc. 


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


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


In recognition of Buyer’s decision to expand its use of the Boeing aircraft model range, Boeing will provide Buyer a special [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Credit Memorandum associated with the purchase of each Table 10 and table 11 Substitute Aircraft in the
amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to escalation to the time of aircraft delivery. 


Such Credit Memoranda will be issued concurrently with the delivery of each Substitute Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and
services, but not for advance payments. 


10. New Customer Credit Memorandum 


In support of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide a special Model 737-700 Credit Memorandum associated with the purchase of each Table 9, Table 10 and Table 11 Substitute Aircraft in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to escalation to the time of aircraft delivery. 


Such Credit Memoranda will be issued concurrently with the delivery of each Substitute Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and
services, but not for advance payments. 


11. Special Boeing Allowance-CFM 


     (a) The current agreement between Boeing and CFM does not address model 737-700 aircraft that have been previously contracted as model 737-800 Aircraft. Therefore, should Buyer choose to substitute a model 737-700
aircraft for a Table 9,  Table 10 or Table 11 aircraft, Boeing will provide Buyer with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], applicable for each such Substitute Aircraft, in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per model 737-700 Substitute Aircraft, subject to escalation to the time of aircraft delivery. 


     (b) Boeing will provide Buyer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  memoranda, applicable  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to escalation to the time of aircraft delivery. 










Letter Agreement No. 6-1162-DME-1162  GAC Inc. 


Such credit memoranda will be issued concurrently with the delivery of each of the Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and
services, but not for advance payments. 


12. Special Base Pricing Credit Memorandum 


     (a) As a special Buyer accommodation to assist in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] basis, Boeing will provide Buyer a Special Base Pricing Credit
Memoranda associated with the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per each Aircraft, subject to escalation to the time of aircraft
delivery. 


     (b) As a special Buyer accommodation to assist in offsetting the Aircraft base price adjustment [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing will provide Buyer a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] associated with the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per each Aircraft, subject to escalation to the time of aircraft delivery.


Such Credit Memoranda will be issued concurrently with the delivery of each of the Aircraft, may not be assigned without Boeing’s expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and
services, but not for advance payments. 


13. Model 737 Aircraft – Optional Features 


     (a) Customer agrees that the New Sky Interior package, as described in the Boeing Letter no. 6-1162-DME-1156 dated [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will be installed on all of Customer’s (i) Model 737-800 Aircraft beginning with
the first available aircraft to deliver in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] that is in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or soonest thereafter and/or (ii) Model 737-700 Aircraft beginning with the first available Aircraft to deliver in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] that is in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or soonest thereafter. The Boeing pricing for
the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per model 737-800 Aircraft and for the model 737-700 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. These Prices are expressed in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] dollars and are subject to escalation to the date of aircraft delivery. The Model 737 New Sky Interior feature will be incorporated into the Purchase Agreement by way of a new Exhibit A as soon
as is practicable. 


     (b) Customer agrees to incorporation of the Boeing optional feature no. 0170A425A76, Dual Flight Management Computer with Speed and Altitude Intervention, on all of Customer’s aircraft beginning with the
delivery of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or earlier Aircraft. The Boeing pricing for the Dual FMC optional 










Letter Agreement No. 6-1162-DME-1162 GAC Inc. 


feature is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per 737-800 Aircraft and is subject to escalation to the date of aircraft delivery. Customer will concurrently accept the deletion of the existing
optional feature no. 0170A425A75, Single Flight Management Computer. 


14. Advance Payment Matters 


(a) The terms and conditions of Letter Agreement No.


6-1162-DME-0707R1, Advance Payment Matters, notwithstanding, Buyer agrees to make advance payments for the Table 11 (Block 11) Aircraft as follows: 

			
	Months Prior to 	 	  Amount Due per Aircraft 
	Aircraft Delivery 	 	              (Percent times 
	 	 	Advance Payment Base Price)
	At Definitive Agreement 	 	  [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 above described deferral of a portion of the initial [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] amount normally due at the time of Definitive Agreement will be subject to the terms of Article 2 of Letter Agreement No. 6-1162-DME-0707R1, Advance Payment Matters,
with such deferral interest amounts due for payment at such time as the incremental amounts become due. 


     (b) Incorporation of the configuration features (i) New Sky Interior and (ii) Dual FMC, will result in a new Exhibit A document to later be added to the Purchase Agreement. Addition of the new Exhibit A, additional
escalation as a result of aircraft moving from Table 2, Table 4, and Table 5 to later delivery positions now in Table 8, Table 9, and Table 10 which utilize the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] base price and escalation data, will each act to cause an increase in the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] payment amounts due Boeing at the time of definitive agreement. These incremental additional amounts are due for payment to Boeing within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] business days of signature agreement to this SA-15. 


     (c) The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] IAM Machinist’s labor strike resulted in excusable delays of undelivered aircraft in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The terms of Article 7.3.1 of the Aircraft General Terms Agreement No. AGTA-GOT notwithstanding, the
escalation calculations for such strike-delay affected aircraft will include the excusable strike delay period. The escalation for this short period will appear and become payable at the time of each respective final aircraft invoice and delivery.










Letter Agreement No. 6-1162-DME-1162  GAC Inc. 


15. Assignment 


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


16. Confidential Treatment 


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


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


Very truly yours, 


THE BOEING COMPANY 


By _____________


Its Attorney-In-Fact 


ACCEPTED AND AGREED TO this 

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


GAC INC. 


By _____________


Its _____________










6-1162-DME-1164 

GAC, Inc. 

  Praça Comandante Linneu Gomes s/n 

Portaria 3 

Prédio 7 Jardim Aeroporto 

04626-020 São Paulo - SP Brazil 





			
	Subject: 	 	Cross Collateralization – Leased Aircraft – Boeing Capital 
	 	 	Corporation 
	 
	Reference: 	 	Purchase Agreement No. 2910 (the Purchase Agreement) dated [CONFIDENTIAL 

    PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

	PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    
	 	 	 between The Boeing Company (Boeing) and GAC, Inc. 
	 	 	(Customer) relating to Model 737 aircraft (the Aircraft)




This letter agreement (this "Letter Agreement") is entered into on the date below, and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 


Customer agrees that in the event of the occurrence of an "event of default" or any "special circumstance" or any other event or condition giving a party other than Customer the right to suspend performance or exercise a remedy (taking into account
any applicable grace periods, under the relevant documentation, during which Customer has the right to cure or correct the subject failure of performance) (an "Event of Default") under any of the lease agreements described on Schedule 1 hereto
between Customer’s affiliate VRG Linhas Aéreas SA (successor by merger to GOL Transportes Aéreos SA, formerly GOL Transportes Aéreos Ltda) (“Lessee”) and Boeing Capital Corporation(the “Leases”), Boeing
may, in addition to any other rights it may [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , all rights hereunder or under the Leases may be exercised simultaneously or in such other order as Boeing and Boeing Capital Corporation shall determine). 










6-1162-DME-1164 GAC,Inc. 


In furtherance of the foregoing, and in consideration for Boeing’s entering into the Letter Agreement No. 6-1162-DME-1164 and other good and valuable consideration for the benefit of Customer the receipt and sufficiency of which Customer hereby
acknowledges, and to secure Customer's obligations under each and every transaction and agreement described above, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  including without limitation all [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  excluding, however, any and all amounts which are the subject [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  it being agreed, however, that if and for so long as there shall not have occurred and be
continuing an Event of Default, then concurrently with the delivery of an Aircraft under the Purchase Agreement to Customer or its permitted assignee, and with the receipt by Boeing of payment in full of the balance of the purchase price for such
Aircraft,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Letter Agreement. 


In the event that Boeing sets off against, or otherwise exercises rights against any such [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  after such application, to require Customer to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  agrees that with respect to
any set-off rights hereunder it shall use best efforts to first [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


2 










6-1162-DME-1164 GAC,Inc. 


Customer further agrees that in addition to the rights and remedies set forth above in this Letter Agreement, Boeing shall have (and does not waive) any other rights, including rights of setoff, it may have under contract or law upon the occurrence
of an Event of Default; and without limiting the foregoing, nothing set forth herein shall be construed to limit in any way any right or remedy of Boeing,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


Customer further agrees to pay to or for the account of Boeing, or reimburse Boeing for, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of legal counsel, accountants, appraisers,
inspectors or other professionals, and costs of investigation) of or incurred by Boeing in connection with the exercise or enforcement of its rights and remedies under or relating to this Letter Agreement; and any amount so payable shall be paid by
Customer within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  days after receipt of a written demand from Boeing. 


Customer further agrees, at its own cost and expense, to be responsible for and to duly execute and deliver (to Boeing or otherwise), or cause to be duly executed and delivered (to Boeing or otherwise), such further instruments and to do and cause
to be done such further acts and things, including [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  as Boeing may at any time
and from time to time reasonably request in order to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


In consideration of Customer entering into this Letter Agreement, Boeing Capital Corporation agrees [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


Customer understands that the commercial and financial information contained in this Letter Agreement and attachments hereto are considered by Boeing as confidential. Boeing and Customer agree that they will treat this Letter 


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


This Letter Agreement and the security interest assigned herein shall terminate automatically upon [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


3 










6-1162-DME-1164 GAC,Inc. 

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


THIS LETTER AGREEMENT SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON WITHOUT 


REFERENCE TO ANY RULES GOVERNING CONFLICT OF LAWS. 


ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING PAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. 


4 










6-1162-DME-1164 GAC,Inc. 


This Letter Agreement constitutes the entire agreement between Customer and Boeing concerning the subject matter hereof and supersedes all previous proposals, agreements, understandings, negotiations and other written and oral communications in
relation hereto. 


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


Very truly yours, 


THE BOEING COMPANY 


By 


Its Attorney-In-Fact 


ACCEPTED AND AGREED TO this 

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


GAC, INC. 


By 


5 










Attachment to 6-1162-DME-1164 GAC,Inc. 


SCHEDULE 1 


Aircraft Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  as supplemented by Lease Supplement No. 1, dated as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and as further amended by Amendment to Aircraft Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  by Amendment to
Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] by Amendment No.3 to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and by Amendment to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively the “Lease”),
pursuant to which Lessor leased to Lessee [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Boeing Model 737-700 airframe bearing manufacturer’s serial number [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  installed CFM International Model CFM56-7B22 engines bearing manufacturer’s serial numbers [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively, the “Aircraft”) 


Lessee and Lessor entered into an Aircraft Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  as supplemented by Lease Supplement No. 1, dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and as further amended by Amendment to Aircraft Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  by Amendment to Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  by Amendment No. 3 to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , and by Amendment No. 4 to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively the “Lease”), pursuant to which Lessor leased to Lessee [CONFIDENTIAL PO
RTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Boeing Model 737-700 airframe bearing manufacturer’s serial number [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  installed CFM International Model
CFM56-7B22 engines bearing manufacturer’s serial numbers[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively, the “Aircraft”) 


Aircraft Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  as supplemented by Lease Supplement No. 1, dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and as further amended by Amendment to Aircraft Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  by Amendment to
Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  by Amendment No. 3 to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and by Amendment No. 4 to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (collectively the
“Lease”), pursuant to which Lessor leased to Lessee [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Boeing Model 737-700 airframe bearing manufacturer’s serial number [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  installed CFM International Model CFM56-7B22 engines bearing manufacturer’s serial
numbers [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively, the “Aircraft”) 










Attachment to 6-1162-DME-1164 GAC,Inc. 


Supplement No. 1, dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and as further amended by Amendment to Aircraft Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and by Amendment to Lease Agreement dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , by Amendment No. 3 to Lease
Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] , and by Amendment No. 4 to Lease Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  dated as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively the “Lease”), pursuant to which Lessor leased to Lessee [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Boeing Model
737-700 airframe bearing manufacturer’s serial number [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  installed CFM International Model CFM56-7B22 engines bearing manufacturer’s serial numbers [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  (collectively, the “Aircraft”)