exhibit10_55.htm - Generated by SEC Publisher for SEC Filing



  





 


EXHIBIT 10.55



 


SUPPLEMENTAL AGREEMENT NO. 2


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;


 


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


 


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


 


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


 


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


 


 


1.                 Table of Contents.  


 




 


	

   PA3780
	

   1
	

   GOT

	

   SA-2
	

    
	

    











 




 


  



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. 2 (SA-2) 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]


 


 


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 


 


With the revision of Table 1, a Definitive Agreement (DA) top up payment of 


 


 


 


 




	

    
	

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

    





 


 


 


5.                  Reschedule Fees 


 


5.1


 




	

    
	

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

    





 




	

   PA 3780
	

   2
	

   GOT

	

   SA-2
	

    
	

    
	

    
	

    







 









 


  





 



5.2              Boeing Professional Services will support Customers 2014 initiative to develop a new maintenance basing strategy to achieve maintenance costs savings identified during previous benchmark study. Boeing will perform analyses on Customers route network and maintenance capabilities and provide recommendations on consolidated "focus" maintenance bases, maintenance task packaging, inventory optimization, and changes to operational policies and procedures. Boeing will also develop, jointly with Customer, a project implementation plan. The consulting project work will be supported by two (2) Boeing aviation consultants and additional subject matter experts and analysts as required for a period of 9-10 months.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


 


5.3              Boeing Professional Services will support Customer's Asset Management and Finance initiatives to develop and improve analytical tools and processes to reduce aircraft redelivery costs and improve enterprise performance management of maintenance costs. Initiatives may include a study and recommendations on aligning future lease contract terms and operational procedures, aircraft disposition project planning and management, development of a maintenance finance function, and improved engine maintenance financial forecasting analysis. The consulting project work will be supported by two (2) Boeing aviation consultants and additional analysts and subject matter experts as required for a period of six to eight months.  [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.


 


 


 


 


 


 




	

   PA 3780
	

   3
	

   GOT

	

   SA-2
	

    
	

    







 









 


  





 



________________________________________


 


 


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
	

    

	 	 	 	 	 	 	 	 




 


 


 




	

   PA 3780
	

   4
	

   GOT

	

   SA-2
	

    
	

    







 









 


  





 



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
	

   SA2

	

   EXHIBIT
	

    
	

    

	

   A.
	

   Aircraft Configuration
	

    

	

   B.
	

   Aircraft Delivery Requirements and Responsibilities
	

    

	

   SUPPLEMENTAL EXHIBITS
	

    

	

   AE1.
	

   Escalation Adjustment/Airframe and Optional Features
	

    

	

   BFE1.
	

   BFE Variables
	

   SA2

	

   CS1.
	

   Customer Support Variables
	

    

	

   EE1.
	

   Engine Escalation/Engine Warranty and Patent Indemnity
	

    

	

   SLP1.
	

   Service Life Policy Components
	

    





 


 


 


 


 




	

   PA3780
	

   1
	

   GOT

	

   SA-2
	

    
	

    







 









 


  





 





	

   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
	

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


   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


 




	

   PA 3780
	

   2
	

   GOT

	

   SA-2
	

    
	

    







 









 


  





 



RECORD OF SUPPLEMENTAL AGREEMENTS


 


 




	

   SA-1
	

   1
	

   October
	

   2012

	

   SA-2
	

   _
	

   ________
	

   2013





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




	

   PA 3780
	

   3
	

   GOT

	

   SA-2
	

    
	

    







 









 


  



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-2 Page 1




 









 


  





 



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-2 Page 2




 









 


  





 



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-2 Page 3




 









 


  





 



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]


 


 


 


 


 


 


 


 


 


 


 


* In accordance with the terms of Letter Agreement GOT-PA-3780-LA-1207842 Paragraph 1, the delivery months listed in this Table 1 represent the middle month of a three month delivery window.


 


 


 


 


 


 




 



GOT-PA-03780 64015-1F.TXT                                                                      Boeing Proprietary                                                                                                               SA-2 Page 4


 








 




 


  



 


 


 


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-2 




 


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). 


 


 




	GOT-PA-3780-BFE1 	SA-2 Page 1




                                                                                    


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:


 


 


 


 


 


 


 


 


 


 


 


 


 




	GOT-PA-3780-BFE1 	SA-2 Page 2




 


BOEING PROPRIETARY








 


  



 


 


 


Table 1


 


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


 


 


 


 


 


 


 


 


 


 


 


 




	GOT-PA-3780-BFE1 	 SA-2 Page 3




 


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 


 


 


 


 


 


 


 


 




	GOT-PA-3780-BFE1 	SA-2 Page 4




 


BOEING PROPRIETARY