exhibit10_52.htm - Generated by SEC Publisher for SEC Filing



  





Exhibit 10.52



 


SUPPLEMENTAL AGREEMENT NO. 24


to


Purchase Agreement No. 2910


between


THE BOEING COMPANY


and


GAC INC.


Relating to Boeing Model 737-8EH Aircraft


 


 


 


 


THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2013, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC INC., a company organized under the laws of the Cayman Islands (Buyer);


 


W I T N E S S E T H: 


 


WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 2910, dated 17 May 2004, as amended and supplemented (the Agreement) relating to the purchase and sale of fifteen (15) Boeing Model 737-8EH aircraft;


 


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


 


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


 


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


 


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


 


 




	

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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. 24 (SA-24) into the Purchase Agreement.


 


 


2.                  Tables.  


 


 


2.1              Remove and replace Table 11 to Purchase Agreement No. 2910, Aircraft  Delivery, Description, Price and Advance Payments, with the new Table 11 (attached hereto) in order to incorporate Customer and Boeing agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


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


 


 


3.                  Exhibits.  


 


3.1              Remove and replace the Supplemental Exhibit No. BFE1, Buyer Furnished Equipment Variables, with a new Supplemental Exhibit No. BFE1 (attached hereto) in order to incorporate the delivery position deletions from Table 11 and Table 13. 


 


 


4.                  Definitive Agreement Payment 


 


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


 


5.                  Confidential Treatment. 


 


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


 




	

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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
	

    
	

   Attorney-In-Fact
	

    
	

    
	

    

	

   GAC INC.
	

    
	

    
	

    
	

    

	

   By _________________________
	

   By _________________________

	

   Its
	

    
	

    
	

    
	

   Its
	

    

	

   Witness
	

    
	

    
	

    
	

   Witness
	

    

	 	 	 	 	 	 




 


 


 


 


 


 


 




	

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TABLE OF CONTENTS


SUPPLEMENTAL 
AGREEMENT
NUMBER


ARTICLES


 


1.                         Quantity, Model and Description 


2.                         Delivery Schedule 


3.                         Price  


4.                         Payment  


5.                         Miscellaneous  


 


TABLE


 




	

   1.
	

   Aircraft Information Table 1 (Block 1 aircraft)
	

   SA-13

	

   2.
	

   Aircraft Information Table 2 (Block 2 aircraft)
	

   SA-19

	

   3.
	

   Aircraft Information Table 2-A (Block 2-A aircraft)
	

   SA-19

	

   4.
	

   Aircraft Information Table 3 (Block 3 aircraft)
	

   SA-11

	

   5.
	

   Aircraft Information Table 4 (Block 4 aircraft)
	

   SA-19

	

   6.
	

   Aircraft Information Table 5 (Block 5 aircraft)
	

   SA-22

	

   7.
	

   Aircraft Information Table 6 (Block 6 aircraft)
	

   SA-23

	

   8.
	

   Aircraft Information Table 7 (Block 7 aircraft)
	

   SA-14

	

   9.
	

   Aircraft Information Table 8 (Block 8 aircraft) Deleted
	

   SA-21

	

   10.
	

   Aircraft Information Table 9 (Block 9 aircraft) Deleted
	

   SA-21

	

   11.
	

   Aircraft Information Table 10 (Block 10 aircraft) Deleted
	

   SA-22

	

   12.
	

   Aircraft Information Table 11 (Block 11 aircraft)
	

   SA-24

	

   13.
	

   Aircraft Information Table 12 (Block 12 aircraft)
	

   SA-18

	

   14.
	

   Aircraft Information Table 13 (Block 13 aircraft)
	

   SA-24

	

   15.
	

   Aircraft Information Table 14 (Block 14 aircraft)
	

   SA-22

	

   EXHIBIT
	

    
	

    

	

   A. A.
	

   Aircraft Configuration – Block 1 & 2
	

   SA-19

	

   A-1.
	

   Aircraft Configuration – Block 2-A
	

   SA-19

	

   A-2.
	

   Aircraft Configuration – Block 3 & 4
	

   SA-19

	

   A-3.
	

   Aircraft Configuration – Table 7 (737-700)
	

   SA-14

	

   A-4.
	

   Aircraft Configuration – Block 5 & 6
	

   SA-19

	

   A-5.
	

   Aircraft Configuration – Block 8 – 11 & Block 13
	

   SA-19

	

   A-6.
	

   Baseline 737-700 Aircraft Configuration – Table 12
	

   SA-18

	

   A-7.
	

   Baseline 737-800 Aircraft Configuration – Table 14
	

   SA-21





 


B.     Aircraft Delivery Requirements and Responsibilities


 


SUPPLEMENTAL EXHIBITS


 




	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features
	

   SA-5

	

   BFE1.
	

   BFE Variables
	

   SA-24

	

   CS1.
	

   Customer Support Variables
	

    

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity
	

    

	

   SLP1.
	

   Service Life Policy Components
	

    





 




	

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   SUPPLEMENTAL

	

   LETTER AGREEMENTS
	

   AGREEMENT

	

    
	

   NUMBER

	

   2910-01
	

   Customer Software
	

    

	

   2910-02
	

   Spares – Flight Crew Training Spare Parts Support
	

    

	

   2910-03
	

   Spares – Initial Provisioning
	

    

	

   6-1162-DME-0706R4
	

   Purchase Rights
	

   SA-19

	

   6-1162-DME-0707R1
	

   Advance Payment Matters
	

   SA-21

	

   6-1162-DME-0708
	

   Technical Matters
	

    

	

   6-1162-DME-0710
	

   Performance Guarantees (YK721-YK769)
	

   SA-10

	

   6-1162-DME-0711
	

   Promotional Support
	

    

	

   6-1162-DME-0712
	

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

   SA-5

	

   6-1162-DME-0713
	

   Tailored Weight Program
	

    

	

   6-1162-DME-0714
	

   Demonstration Flight Waiver
	

    

	

   6-1162-DME-0824R2
	

   Special Matters - Table 1-7 Aircraft
	

   SA-18

	

   6-1162-DME-0825
	

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

   SA-18

	

   6-1162-DME-0841
	

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

    

	

    
	

   Advance Payment Matters
	

   SA-7

	

   6-1162-DME-0867
	

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] -Signing of SA-7
	

   SA-7

	

   6-1162- DME-1104
	

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

   SA-21

	

   6-1162- DME-1106R1
	

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

    

	

    
	

   SA-21

	

   6-1162- DME-1107
	

   Promotional Support Agreement - Varig
	

   SA-18

	

   6-1162-DME-1111R1
	

   SA-13 - Delayed Advance Payment
	

    

	

    
	

   Due upon Execution
	

   SA-14

	

   6-1162- DME-1152
	

   Aircraft Performance Guarantees – Model 737-700
	

   SA-15

	

    
	

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

    

	

   6-1162- DME-1153
	

   Aircraft Performance Guarantees – Model 737-800
	

   SA-15

	

    
	

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

    

	

   6-1162- DME-1162
	

   Special Matters – Table 8-11 & Table 13 Aircraft
	

   SA-19

	

   6-1162- DME-1164
	

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

   SA-15

	

    
	

    







 









 


  





 





	

   6-1162- DME-1185
	

   Delayed Delivery of 2010 Aircraft to 2016
	

   SA-16

	

   6-1162- DME-1213
	

   Special Matters – Table 12 Aircraft
	

   SA-18

	

   6-1162- DME-1250
	

   Certain Special Matters – Table 13 Aircraft
	

   SA-19

	

   6-1162- DME-1271
	

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

    

	

    
	

   SA-20

	

   6-1162- DME-1272
	

   Special Matters – Table 5 Aircraft Substitution
	

   SA-20

	

   6-1162-DME-1274
	

   Option Aircraft
	

   SA-21

	

   6-1167- DME-1339
	

   Special Matters – Table 14 Aircraft
	

   SA-21

	

   GOT-PA-02910-LA-1209208
	

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

    

	

    
	

   SA-21





 


 


 


 


 




	

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RECORD OF SUPPLEMENTAL AGREEMENTS


 


 




	

   SA-1
	

   16
	

   July
	

   2004

	

   SA-2
	

   20
	

   January
	

   2005

	

   SA-3
	

   07
	

   March
	

   2005

	

   SA-4
	

   24
	

   March
	

   2005

	

   SA-5
	

   25
	

   July
	

   2005

	

   SA-6
	

   26
	

   August
	

   2005

	

   SA-7
	

   18
	

   November
	

   2005

	

   SA-8
	

   17
	

   February
	

   2006

	

   SA-9
	

   13
	

   March
	

   2006

	

   SA-10
	

   19
	

   October
	

   2006

	

   SA-11
	

   24
	

   October
	

   2006

	

   SA-12
	

   28
	

   February
	

   2007

	

   SA-13
	

   17
	

   December
	

   2007

	

   SA-14
	

   29
	

   September
	

   2008

	

   SA-15
	

   30
	

   April
	

   2009

	

   SA-16
	

   24
	

   September
	

   2009

	

   SA-17
	

   28
	

   October
	

   2009

	

   SA-18
	

   08
	

   July
	

   2010

	

   SA-19
	

   17
	

   September
	

   2010

	

   SA-20
	

   11
	

   February
	

   2011

	

   SA-21
	

   01
	

   October
	

   2012

	

   SA-22
	

   17
	

   April
	

   2013

	

   SA-23
	

   26
	

   August
	

   2013

	

   SA-24
	

    
	

    
	

   2013





 


 


 


 




	

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Supplemental Agreement No. SA-24


Table 11 To Purchase Agreement No. PA-02910


Aircraft Delivery, Description, Price and Advance Payments


 


 


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


 


 


 


 


 


 


 


 


 


 


 


 




	

   GOT - PA-02910
	

   Boeing Proprietary
	

   SA-24

	

   54945-1F.TXT
	

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Supplemental Agreement No. SA-24


Table 13 To Purchase Agreement No. PA-02910


Aircraft Delivery, Description, Price and Advance Payments


 


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




	

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BUYER FURNISHED EQUIPMENT VARIABLES between


THE BOEING COMPANY and


 


GAC INC.


Supplemental Exhibit BFE1 to Purchase Agreement Number 2910


 


 


 


 


 


 


 


 


 




	

   P.A. No. 2910 BFE1-GOT 


   SA-24
	Supp Exhibit BFE-1




 


BOEING PROPRIETARY


 


Page 1  of 9 




 









 


  





 



BOEING PROPRIETARY


 


 


 


 


BUYER FURNISHED EQUIPMENT VARIABLES


relating to


BOEING MODEL 737-8EH AIRCRAFT


 


 


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


 


 


1.                  Supplier Selection. Customer will: 


 


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


 


Galley System                                                 Complete 2005






Galley Inserts                                                  Complete 2005






Seats (passenger)                                            Complete 2005






Cabin Systems Equipment                               Complete 2005






Miscellaneous Emergency Equipment               Complete 2005






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






 


 


 


2.                  On-dock Dates 


 


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


 


 


 


 




	P.A. No. 2910 BFE1-GOT
SA-24	Supp Exhibit BFE-1




BOEING PROPRIETARY




 


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BOEING PROPRIETARY


 


 


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 




	

   P.A. No. 2910 BFE1-GOT
	

    
	

    
	

    
	

   Supp Exhibit BFE-1
	

    
	

    
	

   Supp Exhibit BFE-1

	

   SA-24
	

    
	

    
	

   


   


   


   


   BOEING PROPRIETARY
	

    
	

    
	

    
	

    
	

    

	 	 	 	 	 	 	 	 	 	 	 	 	 




 


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EXHIBIT 10.52


BOEING PROPRIETARY


 


 


 


 


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


 


 


 


3.                  Additional Delivery Requirements 


 


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


 


 


 


 


 


 


 


 


 


 


 


 




	

   P.A. No. 2910 BFE1-GOT
	

   Supp Exhibit BFE-1
	

   Supp Exhibit BFE-1

	

   SA-24
	

   BOEING PROPRIETARY
	

    

	

    
	

    


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