exhibit10_54.htm - Generated by SEC Publisher for SEC Filing



  





 



EXHIBIT 10.54


 


SUPPLEMENTAL AGREEMENT NO. 1


to


Purchase Agreement No. 3780


between


THE BOEING COMPANY


and


GAC INC.


Relating to Boeing Model 737-8EH Aircraft


 


 


 


 


THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 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. 3780, dated October 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Eighty-two (82) Boeing Model 737-8 aircraft; 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 to incorporate Buyer’s decision [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];


 


WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate Buyer’s decision [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:


 


 




	

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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. 1 (SA-1) into the Purchase Agreement.


 


 


2.                  Tables.  


 


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


 


4.                  Definitive Agreement Payment 


 


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


 


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


 


 


 


 


 




	

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5.                  Reschedule Fees 


 


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


 


6.                  Confidential Treatment. 


 


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


 


 


 


 


 


 




	

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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
	

    
	

    

	

   Article 1.
	

   Quantity, Model and Description
	

    

	

   Article 2.
	

   Delivery Schedule
	

    

	

   Article 3.
	

   Price
	

    

	

   Article 4.
	

   Payment
	

    

	

   Article 5.
	

   Additional Terms
	

    

	

   TABLE
	

    
	

    

	

   1.
	

   Aircraft Information Table
	

   SA1

	

   EXHIBIT
	

    
	

    

	

   A.
	

   Aircraft Configuration
	

    

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities
	

    

	

   SUPPLEMENTAL EXHIBITS
	

    

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features
	

    

	

   BFE1.
	

   BFE Variables
	

   SA1

	

   CS1.
	

   Customer Support Variables
	

    

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity
	

    

	

   SLP1.
	

   Service Life Policy Components
	

    





 


 


 




	

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   LETTER AGREEMENTS
	

    
	

    
	

    
	

    
	

    
	

    
	

    

	

   GOT-PA-3780-LA-1207832
	

   Loading of Customer Software

	

   GOT-PA-3780-LA-1207833
	

   Spare Parts Initial Provisioning

	

   GOT-PA-3780-LA-1207834
	

   Purchase Rights

	

   GOT-PA-3780-LA-1207835
	

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

	

   GOT-PA-3780-LA-1207836
	

   Advance Payments Matters

	

   GOT-PA-3780-LA-1207838
	

   Promotional Support

	

   GOT-PA-3780-LA-1207737
	

   Special Matters

	

   GOT-PA-3780-LA-1207734
	

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

	

   GOT-PA-3780-LA-1207839
	

   Demonstration Flight Waiver

	

   GOT-PA-3780-LA-1207840
	

   Banded Escalation Program

	

   GOT-PA-3780-LA-1207841Boeing Purchase of Buyer Furnished Equipment

	

   GOT-PA-3780-LA-1207842
	

   Open Matters

	

   GOT-PA-3780-LA-1207845
	

   AGTA Matters

	

   GOT-PA-3780-LA-1207848
	

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

	

   GOT-PA-3780-LA-1207735
	

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

	

   GOT-PA-3780-LA-1207830
	

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

	 	 	 	 	 	 	 	 	 




 


GOT-PA-3780-LA-1207847        Aircraft Schedule Reliability Program


 


 


 


 


 




	

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RECORD OF SUPPLEMENTAL AGREEMENTS


 


 


SA-1               ________________        2013


 


 


 


 


 


 


 


 


 


 


 


 


 


 




	

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Table 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]


 


 


 


 


 


 


 


 


 


 


 


 


GOT-PA-03780 64015-1F.TXT                                                                                 Boeing Proprietary                                                                                                                            SA-1 Page 1




 









 


  



 


 


BUYER FURNISHED EQUIPMENT VARIABLES


between


THE BOEING COMPANY


and


GAC INC.


 


Supplemental Exhibit BFE1 to Purchase 
Agreement Number PA-3780


 


 


 


 


 


 


 




	GOT-PA-3780-BFE1 	SA-1 




 


 


BOEING PROPRIETARY




 









 


  





 



 


BUYER FURNISHED EQUIPMENT VARIABLES


relating to


BOEING MODEL 737-8 AIRCRAFT


 


 


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


 


 


 


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


 


1. Supplier Selection. 


 


Customer will:


 


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


 


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


 




	

   Galley System
	

   TBD

	

   Galley Inserts
	

   TBD

	

   Seats (passenger)
	

   TBD

	

   Overhead & Audio System
	

   TBD

	

   In-Seat Video System
	

   TBD

	

   Miscellaneous Emergency Equipment
	

   TBD

	

   Cargo Handling Systems*
	

    

	

   (Single Aisle Programs only)
	

    
	

   TBD

	 	 	 




 


*For a new certification, supplier requires notification ten (10) months prior to


Cargo Handling System on-dock date.


 


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




 




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BOEING PROPRIETARY









 




 


  





 



 


2.                  On-dock Dates and Other Infromation. 


 


 


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


 


 


 


 


 


 


 


 


 


 




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BOEING PROPRIETARY




 


  






 


  





 



 


 


 


Table 1


 


 


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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BOEING PROPRIETARY








 


  



 


 


3.                  Additional Delivery Requirements – Import. 


 


 


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


 


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


 


 


 


 


 


 


 


 


 


 


 




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BOEING PROPRIETARY