exhibit04_23.htm - Generated by SEC Publisher for SEC Filing





SUPPLEMENTAL AGREEMENT NO. 9

to

Purchase Agreement No. 3780

between

THE BOEING COMPANY

and

GAC INC.

Relating to Boeing Model 737-8 Aircraft


THIS SUPPLEMENTAL AGREEMENT, entered into as of the 22nd day of January 2018, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC INC., a company organized under the laws of the Cayman Islands (Buyer);


W I T N E S S E T H:


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


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


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


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


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






	

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


WHEREAS, Boeing and Buyer have also agreed to amend the Agreement to incorporate 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.


1.1              Remove and replace, in its entirety, the Table of Contents with a new Table of Contents attached to this SA-10 and made a part hereof by this reference.


2.                  Tables.


2.1              Remove and replace Table 1-1 containing one hundred twenty (120) 737-8 Aircraft to the Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, and replace that Table 1-1 with a new Table 1-1 entitled 737-8 Aircraft Delivery, Description, Price, and Advance Payments that adds an additional fifteen (15) 737-8 Aircraft and removes thirty (30) 737-8 Aircraft that are being converted to thirty (30) 737-10 Aircraft, for a new total of one hundred five (105) 737-8 Aircraft.


2.2              Remove and replace Table 1 -1 to Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, with amended now current escalation factors, new Optional Features price, deferral of nine (9) Aircraft delivery positions, and the acceleration of two (2) aircraft delivery positions.  The revised Table 1-1 is attached to this SA-9 and made a part hereof by this reference,


3.                  Exhibits.


3.1              Remove and replace the Exhibit A, Aircraft Configuration, with a revised Exhibit A, amended to incorporate [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


3.2              Remove and replace the Supplemental Exhibit No. CS1, Customer Support Variables, with a revised CSl, attached to this SA-9 and made a part hereof by this reference.






	

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4.                  Letter Agreements


4.1              Remove and replace Letter Agreement No. GOT-PA-3 780-LA-3 207848R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207848R3, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   attached to this SA-9 and made a part hereof by this reference.  Letter Agreement No. GOT-PA-3780-LA-1207848R3 was modified to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


4.2              Add previously executed Letter Agreement No. GOT-PA-3780-LA-1701805.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached as Exhibit 6 to this SA-9 and made a part hereof by this reference.


5.                  Confidential Treatment.


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


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


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


THE BOEING COMPANY


By _________________________________


Its        Attorney-In-fact                                 






	

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GAC INC.




	

   By ______________________________
	

   By ______________________________

	

   Its _______________________________
	

   Its _______________________________

	

   Witness __________________________
	

   Witness __________________________





 






	

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TABLE OF CONTENTS




	

    
	

    
	

   SUPPLEMENTAL AGREEMENT
NUMBER 9

	

    
	

    
	

    

	

    
	

    
	

    

	

   ARTICLES
	

    
	

    

	

   Article 1.
	

   Quantity, Model and Description
	

    

	

   Article 2.
	

   Delivery Schedule
	

    

	

   Article 3.
	

   Price
	

    

	

   Article 4.
	

   Payment
	

    

	

   Article 5.
	

   Additional Terms
	

    

	

    
	

    
	

    

	

    
	

    
	

    

	

   TABLE
	

    
	

    

	

   1-1.
	

   Aircraft Information Table
	

   SA-9

	

    
	

    
	

    

	

   EXHIBIT
	

    
	

    

	

   A.
	

   Aircraft Configuration
	

   SA-9

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities
	

    

	

    
	

    
	

    

	

   SUPPLEMENTAL EXHIBITS
	

    

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features
	

    

	

   BFE1.
	

   BFE Variables
	

   SA-8

	

   CSl.
	

   Customer Support Variables
	

   SA-9

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity
	

    

	

   SLP1.
	

   Service Life Policy Components
	

    





 


 






	

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   LETTER AGREEMENTS
	

    
	

   SA Number

	

    
	

    
	

    

	

   GOT-PA-3780-LA-1207832
	

   Loading of Customer Software
	

    

	

   GOT-PA-3780-LA-1207833
	

   Spare Parts Initial Provisioning
	

    

	

   GOT-PA-3780-LA-1207834
	

   Purchase Rights
	

    

	

   GOT-PA-3780-LA-1207835R1
	

   Table 1-1 Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   SA-7

	

   GOT-PA-3780-LA-1207836R2
	

   Advance Payments Matters
	

   SA-8

	

   GOT-PA-3780-LA-1207838R1
	

   Promotional Support
	

   SA-3

	

   GOT-PA-3780-LA-1207737R2
	

   Special Matters – Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	

   SA-7

	

   GOT-PA-3780-LA-1207734R1
	

   Liquidated Damages – Non Excusable Delay
	

   SA-3

	

   GOT-PA-3780-LA-1207839
	

   Demonstration Flight Waiver
	

    

	

   GOT-PA-3780-LA-1207840R3
	

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

   SA-8

	

   GOT-PA-3780-LA-1207841
	

   Boeing Purchase of Buyer Furnished Equipment
	

    

	

   GOT-PA-3780-LA-1207842
	

   Open Matters
	

    

	

   GOT-PA-3780-LA-1207845
	

   AGTA Matters
	

    

	

   GOT-PA-3780-LA-1207848R3
	

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   SA-9





 






	

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   LETTER AGREEMENTS
	

    
	

   SA Number

	

    
	

    
	

    

	

   GOT-PA-3780-LA-1207735R1
	

   Performance Matters – 737-8
	

   SA-8

	

   GOT-PA-3780-LA-1207830
	

   Maintenance Cost Guarantee – 737-8
	

    

	

   GOT-PA-3780-LA-1207847
	

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

    

	

   GOT-PA-3780-LA-1501970R1
	

   Table 1-1 Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft
	

   SA-7

	

   GOT-PA-3780-LA-1600544
	

   Other Payment Matters
	

   SA-7

	

   GOT-PA-3780-LA-1701805
	

   Seller Purchased Equipment
	

   SA-9







 




	

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RECORD OF SUPPLEMENTAL AGREEMENTS


 




	

   SA-1
	

   1
	

   October
	

   2012

	

   SA-2
	

   4
	

   November
	

   2013

	

   SA-3
	

   2
	

   October
	

   2015

	

   SA-4
	

   2
	

   October
	

   2015

	

   SA-5
	

   6
	

   November
	

   2015

	

   SA-6
	

    
	

   Not used
	

   2016

	

   SA-7
	

   19
	

   April
	

   2016

	

   SA-8
	

   5
	

   December
	

   2016

	

   SA-9
	

   –
	

   October
	

   2017





 






	

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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments





	

   Airframe Model/MTOW:            737-8
	

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   Detail Specification:
	

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   Engine Model/Thrust:           CFMLEAP-1B27
	

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   Airframe Price Base Year/Escalation Formula:
	

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   Airframe Price:
	

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   Engine Price Base Year/Escalation Formula:
	

    
	

    

	

   Optional Features:
	

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   Sub-Total of Airframe and Features:
	

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   Airframe Escalation Data:
	

    
	

    

	

   Engine Price (Per Aircraft):
	

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   Base Year Index (ECI):
	

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   Aircraft Basic Price (Excluding BFE/SPE):
	

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   Base Year Index (CPI):
	

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   Buyer Furnished Equipment (BFE) Estimate:
	

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   Seller Purchased Equipment (SPE) Estimate:
	

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   Deposit per Aircraft:
	

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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments





	

    
	

    
	

   Escalation
	

    
	

    
	

   Escalation Estimate
	

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

	

   Delivery


   Date
	

   Number of


   Aircraft
	

   Factor


   (Airframe)
	

    
	

    
	

   Adv Payment Base


   Price Per A/P
	

   At Signing


   1%
	

   24 Mos.


   4%
	

   21/18/12/9/6 Mos.


   5%
	

   Total


   30%

	

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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments



 




	

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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments



 




	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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





 






	

    


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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments



 




	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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





 






	

    


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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments



 




	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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


 






	

    


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Table 1-1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments



 


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


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






	

    


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AIRCRAFT CONFIGURATION


Between


THE BOEING COMPANY


And


GAC, INC.


EXHIBIT A to PURCHASE AGREEMENT NUMBER 3780


 






	

    


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EXHIBIT A


AIRCRAFT CONFIGURATION


DATED __1-22-2018__


relating to


BOEING MODEL 737-8 AIRCRAFT


The Detail Specification is Boeing document number [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 Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as amended to incorporate [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 






	

    


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Boeing Proprietary




	

   [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]

	

    
	

    

	

   Customer Log:
	

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

    

	

   Customer:
	

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

    

	

   Model:
	

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

    

	

   Base Date:
	

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

    

	

   Qty of A/C:
	

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

    

	

    
	

    
	

    

	

    
	

    
	

    

	

    
	

    
	

    

	

    
	

    
	

   Price

	

   CR
	

   Title
	

   Per A/C $

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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

	

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CUSTOMER SUPPORT VARIABLES


between


THE BOEING COMPANY


and


GAC, INC.


Supplemental Exhibit CS1
to Purchase Agreement Number 3780






	

    


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CUSTOMER SUPPORT VARIABLES


relating to


BOEING MODEL 737-8 AIRCRAFT


Customer and Boeing will [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] prior to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


The Customer Support Program will be based upon and equivalent to the entitlements summarized below.


1.                  Maintenance Training.


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


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


2.                  Flight Training.


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






	

    


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


3.                  Planning Assistance.


3.1              Maintenance Engineering.


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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]d on ground rules and requirements information provided in advance by Customer.


3.2              Spares.


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4.                  Technical Data and Documents.


4.1              Flight Operations.


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4.2              Maintenance.


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4.3              Service Engineering.


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4.4              Maintenance Programs Engineering.


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4.5              Facilities and Equipment Planning.


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4.6              Airport Technology.


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4.7              Supplier Technical Data.


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4.8              Product Standard.


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4.9              Fleet Statistical Data and Report


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4.10          Engineering Drawings


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5.                  Aircraft Information.


5.1              “Aircraft Information” is defined as that data provided by Customer to Boeing which falls into one of the following categories:  (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data, (v) scheduled maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.


5.2              License Grant.  To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]






	

    


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For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.


Customer will provide Aircraft Information to Boeing through [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.                  Field Service Intro Representation


Included within Boeing’s field service representation will be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	

    


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


GAC, Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands


Subject:           Flexible Delivery Positions


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


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


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2.                  Written Notice Requirements


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







Very truly yours,


THE BOEING COMPANY


By _________________________________


Its                    Attorney-In-fact                     


ACCEPTED AND AGREED TO this


Date:                                                   2018


GAC INC.




	

   By ______________________________
	

   By ______________________________

	

   Its _______________________________
	

   Its _______________________________

	

   Witness __________________________
	

   Witness __________________________





 






	

    


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





 



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


GAC, Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands


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


This cover page incorporates previously executed letter agreement GOT-PA-3780-LA-1701805 (Letter Agreement).


This Page Intentionally Left Blank


 






	

    


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





 



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


GAC.  Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands


Subject:           Seller Purchased Equipment


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


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


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Very truly yours,


THE BOEING COMPANY


By    _________________________________


Its     Attorney-In-fact                                    


ACCEPTED AND AGREED TO this


Date:                                                               


GAC INC.




	

   By ______________________________
	

   By ______________________________

	

   Its _______________________________
	

   Its _______________________________

	

   Witness __________________________
	

   Witness __________________________





 






	

    


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Attachment A


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SUPPLEMENTAL AGREEMENT NO. 10


to


Purchase Agreement No. 3780


between


THE BOEING COMPANY


 


and


 


GAC INC.


 


Relating to Boeing Model 737-8 Aircraft and 737-10 Aircraft


 


THIS SUPPLEMENTAL AGREEMENT, entered into as of the 29th day of June 2018, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC INC., a company organized under the laws of the Cayman Islands (Buyer);


WITNESSETH:


 


WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Boeing Model 737-8 and Model 737-10 aircraft (individually, 737-8 Aircraft and 737-10 Aircraft, and collectively, Aircraft);


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


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


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


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


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




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


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


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


WHEREAS. Boeing and Buyer have agreed to a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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


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


 


1.                  Table of Contents.


1.1              Remove and replace, in its entirety, the Table of Contents with a new Table of Contents attached to this SA-10 and made a part hereof by this reference.


2.                  Tables.


2.1              Remove and replace Table 1-1 containing one hundred twenty (120) 737-8 Aircraft to the Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, and replace that Table 1-1 with a new Table 1-1 entitled 737-8 Aircraft Delivery, Description, Price, and Advance Payments that adds an additional fifteen (15) 737-8 Aircraft and removes thirty (30) 737-8 Aircraft that are being converted to thirty (30) 737-10 Aircraft, for a new total of one hundred five (105) 737¬8 Aircraft.


2.2              Add Table 1-3 containing thirty (30) 737-10 Aircaft to the Purchase Agreement No. 3780, entitled 737-10 Aircraft Delivery, Description, Price, and Advance Payments.


3.                  Exhibits.


3.1              Add the open configuration Exhibit A2, Aircraft Configuration for the 737-10 Aircraft.




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4.                  Letter Agreements.


4.1              Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207836R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with Letter Agreement No. GOT-PA-3780-1, A-207836R3, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached to this SA-10 and made a part hereof by this reference.


4.2              Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207838R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207838R2, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached to this SA-10 and made a part hereof by this reference.


4.3              Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207737R2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207737R3, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference


4.4              Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207840R3, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA- 1207840R4, 737-8 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


4.5              Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207842, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with Letter Agreement No. GOT-PA-3780-LA-1207842R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


4.6              Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207848R3, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with Letter Agreement No. GOT-PA-3780-LA- 1207848R4, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A 


REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.




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             4.7 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207735R1, 737-8, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA- 1207735R2, 737-8 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


 


4.8              Add Letter Agreement No. GOT-PA-3780-LA-1804583, 737-10 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


4.9              Add Letter Agreement No. GOT-PA-3780-LA-1804642, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


4.10          Add Letter Agreement No. GOT-PA-3780-LA-1807661, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


4.11          Add Letter Agreement No. GOT-PA-3780-LA-1804667, 737-10 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached to this SA-10 and made a part hereof by this reference.


4.12          Add Letter Agreement No. GOT-PA-3780-LA-1804679, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], attached to this SA-10 and made a part hereof by this reference.


4.13          Add Letter Agreement No. GOT-PA-3780-LA-1804682, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached to this SA-10 and made a part hereof by this reference.


5.                  Confidential Treatment.


            Buyer and Boeing each understands that certain commercial and financial information contained in this Supplemental Agreement are considered by both Buyer and Boeing as confidential. Buyer and Boeing agree that each will treat this Supplemental Agreement and the information contained herein as confidential and, except as otherwise required by law, will not, 


without the prior written consent of the other party, disclose this Supplemental Agreement or any information contained herein to any other person or entity.




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            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 ______________________


 


 


GAC INC.


 






	

    


   By __________________________________


    


   Its ___________________________________


    


   Witness_______________________________


    
	

    


   By __________________________________


    


   Its ___________________________________


    


   Witness_______________________________


    








- 5 -


 


 









 






SUPPLEMENTAL AGREEMENT NO. 11


to


Purchase Agreement No. 3780


between


THE BOEING COMPANY


and


GAC INC.


Relating to Boeing Model 737-8 Aircraft and 737-10 Aircraft


THIS SUPPLEMENTAL AGREEMENT, entered into as of the 21st day of November 2018, by and between THE BOEING COMPANY, a Delaware corporation with principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC INC., a company organized under the laws of the Cayman Islands (Buyer);


W I T N E S S E T H:


WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Boeing Model 737-8 and Model 737-10 aircraft (individually, 737-8 Aircraft and 737-10 Aircraft, and collectively, Aircraft);


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


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


WHEREAS, because Boeing and Buyer will [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];


WHEREAS, Boeing and Buyer agree that [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and


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


NOW, THEREFORE, in consideration of the mutual covenants contained herein,




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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 to this SA-11 and made a part hereof by this reference.


2. Tables.


Remove and replace Table 1-1 to the Purchase Agreement No. 3780, Aircraft Delivery, Description, Price, and Advance Payments, and replace that Table 1-1 with a new Table 1-1 entitled 737-8 Aircraft Delivery, Description, Price, and Advance Payments identified as SA-11, which will show the deferral of the October, November, and December 2019 Aircraft to May, June and July 2028.


3. Confidential Treatment. 


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


The Purchase Agreement, 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.


 




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


THE BOEING COMP ANY


 


 


ByWilliam E. Breyer


Its_________________________


 


GAC INC.


 


	

    


   By __________________________________


    


   Its ___________________________________


    


   Witness_______________________________


    
	

    


   By __________________________________


    


   Its ___________________________________


    


   Witness_______________________________


    







 


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