Exhibit 4.17
   Supplemental Agreement No. 7  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 _________ day of ____________________ 2016, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), andGAC 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 aircraft (Aircraft);  Whereas,Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement;  WHEREAS, Buyer now wishes to [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:  PA3780

   1

   GOT   SA-7


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1.Table of Contents.  Remove and replace, in its entirety , theTable of Contentswith a newTable of Contents(attached hereto) to reflect the incorporation of this Supplemental Agreement No. 7 (SA-7) 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 Table 1-1 to Purchase Agreement No. 3780,Aircraft Delivery, Description, Price, and Advance Payments, to revise Table 1 to Table 1-1.  2.2  Add Table 1-2 to Purchase Agreement No. 3780,Aircraft Delivery, Description, Price and Advance Payments,to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Purchase Agreement No. 3780.  2.3  Add Table 1-2R to Purchase Agreement No. 3780,Aircraft Delivery, Description, Price, and Advance Payments, to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Purchase Agreement No. 3780.  3.Exhibits.  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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.         Letter Agreements  4.1  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207835,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207835R1, Table 1-1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate revised language clarifying that Letter Agreement No. GOT-PA-3780-LA-1207835R1 applies to Table 1-1 Aircraft.  4.2  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1501970,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],


with Letter Agreement No. GOT-PA-3780-LA-1501970R1, Table 1-1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate revised language clarifying that Letter Agreement No. GOT-PA-3780-LA-1501970R1 applies to Table 1-1 Aircraft.  PA3780

   2

   GOT SA-7


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4.3  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207836,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207836R1,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate revised language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.4  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207737R1,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the new Letter Agreement No. GOT-PA-3780-LA-1207737R2,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],to incorporate language revising the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.5  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207840R1,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207840R2,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to update [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.6  Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207848,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the new Letter Agreement No. GOT-PA-3780-LA-1207848R1,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], in order to revise the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.7  Add Letter Agreement No. GOT-PA-3780-LA-1601003,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION


PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 1-2 Aircraft.  
  PA3780

   3

   GOT


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4.8  Add Letter Agreement No. GOT-PA-3780-LA-1600544,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.9  Add Letter Agreement No. GOT-PA-3780-LA-1601021,Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 1-2 Aircraft.  4.10 Add Letter Agreement No. GOT-PA-3780-LA-1601086,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to incorporate language regarding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for Table 1-2 Aircraft.   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.  
  PA3780

   4

   GOT


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EXECUTED IN DUPLICATE as of the day and year first above written.   THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact   GAC INC.   By _________________________    By _________________________  ItsIts   WitnessWitness


PA3780

   5

   GOT SA-7


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TABLE OF CONTENTS ****  SUPPLEMENTAL

   AgreementNUMBER     ARTICLESArticle 1.

   Quantity, Model and DescriptionArticle 2.

   Delivery ScheduleArticle 3.

   PriceArticle 4.

   PaymentArticle 5.

   Additional Terms
  TABLE1-1.

   1-2.

   Aircraft Information Table SA7

   Aircraft Information Table SA71-2R.

   Aircraft Information Table [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA7EXHIBITA.

   Aircraft ConfigurationB.

   Aircraft Delivery Requirements and Responsibilities
  SUPPLEMENTAL EXHIBITSAE1.

   Escalation Adjustment/Airframe and Optional FeaturesBFE1.

   BFE Variables SA7CS1.

   Customer Support VariablesEE1.

   Engine Escalation/Engine Warranty and Patent IndemnitySLP1.

   Service Life Policy Components
   PA3780

   1

   GOT SA-7


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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                    SA-7 Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] GOT-PA-3780-LA-1207836R1      Advance Payments Matters                                             SA-7 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-1207840R2      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program        SA-7 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-1207848R1      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions     SA-7 GOT-PA-3780-LA-1207735             Performance Matters – 737-8                                          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                    SA-7 Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  
  PA3780

   2

   GOT


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GOT-PA-3780-LA-1600544           Other [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters      SA-7 GOT-PA-3780-LA-1601003           Special Matters – Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]                               SA-7 GOT-PA-3780-LA-1601021           Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]         SA-7 GOT-PA-3780-LA-1601086           [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]         SA-7             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                                                    2016 SA-7                                                    2016







|PA3780 | 3 | GOT
|------ | - | ---
|SA-7   |   |    



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Airframe Model/MTOW:

   737-8

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

   

   Detail Specification:Engine Model/Thrust:

   CFMLEAP-1B28

   

   Airframe Price Base Year/Escalation Formula:

   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Airframe Price:

   

   

   Engine Price Base Year/Escalation Formula:Optional Features:Sub-Total of Airframe and Features:

   

   Airframe Escalation Data:Engine Price (Per Aircraft):

   

   

   Base Year Index (ECI):Aircraft Basic Price (Excluding BFE/SPE):

   

   Base Year Index (CPI):Buyer Furnished Equipment (BFE) Estimate:Seller Purchased Equipment (SPE) Estimate:Deposit per Aircraft:Escalation

   

   

   Escalation Estimate

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

   Number of

   Factor

   

   

   Adv Payment Base

   At Signing

   24 Mos.

   21/18/12/9/6 Mos.

   TotalDate *

   Aircraft

   (Airframe)

   

   

   Price Per A/P

   1%

   4%

   5%

   30%[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

   1

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

   

   

   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]1211111111111211121111112111311121112111311122221212131221321211112121111111111122111111111Total:

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


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



Airframe Model/MTOW:

   737-8

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

   

   Detail Specification:Engine Model/Thrust:

   

   CFMLEAP-1B28

   

   Airframe Price Base Year/Escalation Formula:

   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Airframe Price:

   

   

   

   Engine Price Base Year/Escalation Formula:Optional Features:Sub-Total of Airframe and Features:

   

   

   Airframe Escalation Data:Engine Price (Per Aircraft):

   

   

   Base Year Index (ECI):Aircraft Basic Price (Excluding BFE/SPE):

   

   Base Year Index (CPI):Buyer Furnished Equipment (BFE) Estimate:Seller Purchased Equipment (SPE) Estimate:Refundable Deposit/Aircraft at Proposal Accept:
 Escalation

   

   Escalation Estimate

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

   Number of

   Factor

   

   Adv Payment Base

   At Signing

   24 Mos.

   21/18/12/9/6 Mos.

   TotalDate*

   Aircraft

   (Airframe)

   

   Price Per A/P

   1%

   4%

   5%

   30%[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

   9

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

   

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

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

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

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

   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]7717


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Airframe Model/MTOW:

   

   737-8

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

   

   Detail Specification:Engine Model/Thrust:

   

   CFMLEAP-1B28

   

   Airframe Price Base Year/Escalation Formula:

   

   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Airframe Price:

   

   

   

   Engine Price Base Year/Escalation Formula:Optional Features:Sub-Total of Airframe and Features:

   

   

   Airframe Escalation Data:Engine Price (Per Aircraft):

   

   

   

   Base Year Index (ECI):Aircraft Basic Price (Excluding BFE/SPE):

   

   

   Base Year Index (CPI):Buyer Furnished Equipment (BFE) Estimate:Seller Purchased Equipment (SPE) Estimate:Refundable Deposit/Aircraft at Proposal Accept:Escalation

   

   

   Escalation Estimate

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

   Number of

   Factor

   

   

   Adv Payment Base

   At Signing

   24 Mos.

   21/18/12/9/6 Mos.

   TotalDate*

   Aircraft

   (Airframe)

   

   

   Price Per A/P

   1%

   4%

   5%

   30%[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

   2

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

   

   

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

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

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

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

   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]224Total:

   10[CONFIDENTIAL PORTION OMMITED 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 PA-3780 **** **** **** **** **** **** **** **** ****   GOT-PA-3780-BFE1

   

   SA-7**BOEING PROPRIETARY**


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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

   TBDGalley Inserts

   TBDSeats (passenger)

   TBDOverhead & Audio System

   TBDIn-Seat Video System

   TBDMiscellaneous Emergency Equipment

   TBDCargo 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 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]after the above supplier selection dates to actively participate with   GOT-PA-3780-BFE1

   

   SA-7Page1**BOEING PROPRIETARY**


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Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). 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 (MBFin 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-7Page2**BOEING PROPRIETARY**


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Table 1 For planning purposes, preliminary BFE on-dock dates:Scheduled Month/Year of Delivery:

   Quantity

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

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

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

   Preliminary BFE on-dock dates will be provided 24 months before each aircraft delivery.  GOT-PA-3780-BFE1

   

   SA-7Page3**BOEING PROPRIETARY**


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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-7Page4**BOEING PROPRIETARY**





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The Boeing CompanyP.O. Box 3707Seattle, WA98124‐2207
 GOT-PA-3780-LA-1207835R1  GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands  Subject:          Table 1-1 Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) andGAC Inc.(Customer) relating to Table 1-1 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.  Customer may substitute the purchase of Boeing Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft (Substitute Aircraft) in place of Aircraft with the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] subject to the following terms and conditions:  1.Customer’s Written Notice. Customer shall provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft; [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.Boeing’s Production Capability.    GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page1****

   **BOEING PROPRIETARY**


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GOT-PA-03780-LA-1207835 R1
 2.1Customer’s substitution right is conditioned upon Boeing [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2.2[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 3.Definitive Agreement. Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.Price and Advance Payments. 4.1The Airframe Price, Optional Features Price and, if applicable, Engine Price will be [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.2       Refer to Letter Agreement GOT-PA-03780-LA-1207737R2 “Special Matters Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  5.Assignment. Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part. 6.Confidential Treatment. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. Very truly yours,  THE BOEING COMPANY   GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page 2****

   **BOEING PROPRIETARY**


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GOT-PA-03780-LA-1207835 R1
 By _________________________  ItsAttorney‐In‐Fact    ACCEPTED AND AGREED TO this  Date:2016­­­­­­   GAC INC.  By _________________________

   By _________________________Its

   ItsWitness

   Witness


GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page 3****

   **BOEING PROPRIETARY**


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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207  GOT-PA-3780-LA-1501790R1   GAC, Inc. PO Box 309, Ugland House Grand CaymanKY1-1104Cayman Islands  Subject:          Table 1-1Substitution of Model 737-8 into Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Reference:    Purchase Agreement No. PA-3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC INC. (Customer) relating to Table 1-1 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. Customer may substitute the purchase of Boeing Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (Substitute Aircraft) in place of Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] subject to the following terms and conditions: 1.Customer’s Written Notice. Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft, [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page1****

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3.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The right to substitute Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] aircraft under the terms of the Purchase Agreement [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.Definitive Agreement. Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 5.Price and Advance Payments.  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  6.Assignment. Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part. 7.Confidential Treatment. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.   GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page 2****

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Very truly yours,  THE BOEING COMPANYBy_______________________________Its_______________________________

   Attorney-In-FactACCEPTED AND AGREED TO thisDate:_____________________________

   2016
  GAC INC.   By _________________________          By _________________________  ItsIts   WitnessWitness


GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page 3****

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
  GOT-PA-3780-LA-1207836R1  GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands   Subject:          Advance Payment Matters  Reference:    a) Purchase Agreement No. PA-3780 (PA 3780) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft) b) Purchase Agreement No. 2910 (PA 2910) between The Boeing Company (Boeing) and GOL Transportes Aereos SA (the 737-800 Customer) relating to Model 737-8EH aircraft (the 737-800 Aircraft)  This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.  1.Advance Payment Schedule:  Notwithstanding Boeing’s standard 30% advance payment schedule set forth in Table 1-1 and Table 1-2 of the Purchase Agreement, [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   2.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page1****

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GOT-PA-03780-LA-1207836R1
 3.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   4.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   5.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   6.Set-Off Rights  Customer agrees that in the event of a default of its obligations under any purchase agreement with Boeing or any agreement with any Boeing subsidiary or affiliate, Boeing may apply any or all advance payments, or other payments made by Customer with respect to an aircraft or any other Boeing product to cure, in part or in whole, any default with respect to any other aircraft or Boeing product or with respect to any other obligation under any such Boeing purchase agreement or any such agreement with another Boeing subsidiary or affiliate. In the event that Boeing sets off against, or otherwise exercises rights against any such payments made by Customer, and applies any such amounts to any obligations owed by Customer to Boeing, its subsidiaries or affiliates, Boeing will be entitled, after such application, to require Customer to replace within ten days the amount so applied such that the total amount of advance payments would be restored to the aggregate total amount of advance payments due.  7.Payments  7.1 Payments due upon reaching a Definitive Agreement are to be received by Boeing within [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  All of the other periodic advance payments described in the payment schedule(s) as set forth above are each due on [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Any payments received later than [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be subject to a late payment interest charge calculated on the basis of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Late payment


interest charges will accrue further interest charges until paid, with any unpaid such late payment interest charges to be included in the final delivery invoice for the respective aircraft.  GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page 2****

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GOT-PA-03780-LA-1207836R1
 7.2 Notwithstanding the late payment interest charges described in Article 7.1 of this Letter Agreement, if Customer does not make [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer will be charged late payment interest calculated on the basis of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  8.Confidential Treatment  The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.   Very truly yours,  THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact    ACCEPTED AND AGREED TO this  Date:2016­­­­­­­­­   GAC INC.   By _________________________          By _________________________  GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page 3****

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GOT-PA-03780-LA-1207836R1    GOT-PA-3780-LA-1501790R1

   

   SA-7Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Model Substitution

   Page1****

   **BOEING PROPRIETARY**
  ItsIts   WitnessWitness


PA-3780                                                                                                                                   SA-731 March, 2012 Advance Payments Matters                                                                                              Page4 BOEING PROPRIETARY


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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
  GOT-PA-3780-LA-1207737R2  GAC, Inc. PO Box 309, Ugland House Grand CaymanKY1-1104Cayman Islands  Subject:          Special Matters – Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) andGAC Inc.(Customer) relating to Model 737-8 aircraft (Aircraft)   This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to the Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the terms and conditions of Letter Agreement No. GOT-PA-3780-LA-1207835R1 or Letter Agreement No. GOT-PA-3780-LA-1501790R1.  Any Aircraft that are substituted from 737-8 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Any Aircraft that are substituted from 737-8 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The considerations defined in this Letter Agreement are provided to Customer in recognition of the execution of the Purchase Agreement and thereafter Customer fully performing all of the obligations as set forth in the Purchase Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.  1.              [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   PA 3780

   Special Matters Table 1-1 Aircraft

   

   Page1**BOEING PROPRIETARY**


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GOT-PA-3780-LA-1207737R2
 2.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    3.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    4.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   5.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   6.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   7.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    8.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    9.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    PA 3780

   Special Matters Table 1-1 Aircraft

   

   Page 2**BOEING PROPRIETARY**


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GOT-PA-3780-LA-1207737R2
 10.       [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   11.       [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   12.       [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   13.       [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   14.       Assignment Unless otherwise noted herein, the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in this Letter Agreement are provided as a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer and in [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.  15.       Confidentiality Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]     PA 3780

   Special Matters Table 1-1 Aircraft

   

   Page 3**BOEING PROPRIETARY**


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GOT-PA-3780-LA-1207737R2
   If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.  Very truly yours,   THE BOEING COMPANYBy __________________ItsAttorney-In-FactACCEPTED AND AGREED TO thisDate:

   , 2016
  GAC INC.   By _________________________     By ______________________      ItsIts         WitnessWitness


****  PA 3780

   Special Matters Table 1-1 Aircraft

   

   Page 4**BOEING PROPRIETARY**


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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
 GOT-PA-3780-LA-1601003   GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands  Subject:          Special Matters – Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  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, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to Table 1-2 Aircraft and Aircraft that become the subject of model substitution under the terms and conditions of Letter Agreement No. GOT-PA-3780-LA-1601021.  Any Aircraft that are substituted from 737-8 to become [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Any Aircraft that are substituted from 737-8 to become [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The considerations defined in this Letter Agreement are provided to Customer in recognition of the execution of the Purchase Agreement and thereafter Customer fully performing all of the obligations as set forth in the Purchase Agreement. [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  1.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   2.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]     PA-3780

   SA-7 Special Matters Table 1-2 Aircraft Page1 BOEING PROPRIETARY


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GOT-PA-3780-LA-1601003
 3.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    4.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   5.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   6.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   7.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   8.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   9.         [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    10.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   11.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   12.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]     PA-3780

   SA-7  Special Matters Table 1-2 Aircraft Page2 BOEING PROPRIETARY


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GOT-PA-3780-LA-1601003
 13.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  14.Assignment Unless otherwise noted herein, the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in this Letter Agreement are provided [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Customer [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the operator of the Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. 15.Confidentiality The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Very truly yours,  THE BOEING COMPANYByIts

   Attorney-In-FactACCEPTED AND AGREED TO thisDate:
 GAC INC.   By _________________________          By _________________________  PA-3780

   SA-7  Special Matters Table 1-2 Aircraft Page3 BOEING PROPRIETARY


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GOT-PA-3780-LA-1601003
  ItsIts   WitnessWitness     Attachment A  Current GOL Fleet   Operator

   MSNGOT

   28011GOT

   28403GOT

   28499GOT

   28500GOT

   28575GOT

   28577GOT

   28578GOT

   28580GOT

   28584GOT

   28613GOT

   29076GOT

   29077GOT

   29103GOT

   29905GOT

   30050GOT

   30051GOT

   30135GOT

   30238GOT

   30239GOT

   30242GOT

   30246GOT

   30247GOT

   30275GOT

   30621GOT

   30738GOT

   30739GOT

   32406GOT

   32407GOT

   32415GOT

   32440GOT

   32574GOT

   32743GOT

   33380GOT

   33417GOT

   34267GOT

   34268GOT

   34269GOT

   34270GOT

   34271GOT

   34272GOT

   34273GOT

   34274GOT

   34275GOT

   34276GOT

   34277GOT

   34278GOT

   34279GOT

   34280GOT

   34281GOT

   34474GOT

   34475GOT

   34654GOT

   34655GOT

   34656GOT

   34753GOT

   34755GOT

   34757GOT

   34758GOT

   34962GOT

   34963GOT

   34964GOT

   34965GOT

   34966GOT

   35063GOT

   35064GOT

   35065GOT

   35066GOT

   35824GOT

   35825GOT

   35826GOT

   35827GOT

   35828GOT

   35829GOT

   35830GOT

   35831TAV

   35832GOT

   35835GOT

   35836GOT

   35837GOT

   35838GOT

   35842GOT

   35843GOT

   35844GOT

   35845GOT

   35846GOT

   35850GOT

   35851GOT

   35852GOT

   36146GOT

   36147GOT

   36148GOT

   36149GOT

   36150GOT

   36434GOT

   36566TAV

   36596GOT

   37595GOT

   37596GOT

   37597GOT

   37598TAV

   37599GOT

   37600TAV

   37601GOT

   37608GOT

   37609GOT

   37610GOT

   38876GOT

   38877GOT

   38878GOT

   39604TAV

   39607TAV

   39608TAV

   39609TAV

   39611TAV

   39612GOT

   39613GOT

   39614GOT

   39615GOT

   39616GOT

   39617GOT

   39618GOT

   39619GOT

   39620GOT

   39621GOT

   39622GOT

   39623GOT

   39624GOT

   39625GOT

   39629GOT

   39631GOT

   39632GOT

   39633GOT

   39634GOT

   39636GOT

   39637GOT

   39639GOT

   39640GOT

   40738GOT

   40739GOT

   40741GOT

   40742GOT

   40744GOT

   40745GOT

   41163GOT

   41166GOT

   41170GOT

   41467  PA-3780

   SA-7 Special Matters Table 1-2 Aircraft Page 4 BOEING PROPRIETARY


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GOT-PA-3780-LA-1207840R2










GAC, Inc.

PO Box 309, Ugland House

Grand CaymanKY1-1104Cayman Islands



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



Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) andGAC 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.

# 1.Definitions.

[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Noticemeans the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.

Program Aircraftmeans each Aircraft specified in Table 1-1 and Table 1-2 of the Purchase Agreement as of the date of this Letter Agreement.

# 2.Applicability.

Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



# 3.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Forecast.

Boeing will release an [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast in February and August of each year based on


Boeing’s then current standard [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] formula.  Only one [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast shall be used to conduct the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] analysis performed in accordance with Article 4.1, below, for a given Program Aircraft.  The [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast applicable to a given Program Aircraft is set forth in Attachment A.




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4.Greater than [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.1 If the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a cumulative [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.1.1[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or 4.1.2provide Customer with the option of either:  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4.2 If Boeing provides Customer the option described in Article 4.1.2 above, then Customer shall notify Boeing in writing of its election to exercise the option contained in Article 4.1.2 (i), 4.1.2 (ii) or 4.1.2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4.1.3Within [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4.1.4Should Customer fail to issue any notice to Boeing in accordance with Article 4.2 above, then the [CONFIDENTIAL PORTION OMMITED AND FILED


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SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 5.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. If the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 6.Applicability to Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  7.Assignment. Except for an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part. 8.Confidential Treatment. Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.


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Very truly yours,  THE BOEING COMPANYBy __________________ItsAttorney-In-FactACCEPTED AND AGREED TO thisDate:

   , 2016
 GAC INC.   By _________________________     By ______________________   ItsIts    WitnessWitness


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


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


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





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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
  GOT-PA-3780-LA-1207848R1  GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands  Subject:          [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions  Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) andGAC 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.  To accommodate Customer’s concerns regarding uncertain market conditions and Boeing’s [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer and Boeing agree that [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to the following terms and conditions:  1.Aircraft with [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions:  1.1The following [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] identified in Table 1-1 to the Purchase Agreement (Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions) are subject to the terms and conditions described in this Letter Agreement:   PA-3780

   

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GOT-PA-3780-LA-1207848 R1
 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  1.2       The following [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] identified in Table 1-2 to the Purchase Agreement (Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]) are subject to the terms and conditions described in this Letter Agreement:  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 1.3The Table 1-1 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions and Table 1-2 [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions may be individually and collectively referred to as [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions.  2.Written Notice Requirements  2.1Table 1-1[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Positions with[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.1.1  Customer’s Written Notice:            Customer shall provide Boeing written notice of its request to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]            Customer’s right to request a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   PA-3780

   

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GOT-PA-3780-LA-1207848 R1
 2.1.2 Boeing’s Written Notice: Boeing shall provide Customer a written notice of its desire to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]            Boeing’s right to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.2Table 1-1[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Positions and Table 1-2[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Positions with[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.2.1  Customer’s Written Notice:  Customer shall provide Boeing written notice of its request to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]            Customer’s right to request a [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.2.2  Boeing’s Written Notice: In the event that Boeing desires to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]            Boeing’s right to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  3.Boeing’s Production Capability.  Once Boeing has received Customer’s written request, Boeing will review Customer’s request to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:    PA-3780

   

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GOT-PA-3780-LA-1207848 R1
 3.1Boeing having the production capability to produce the Aircraft [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  4.Definitive Agreement.  4.1The [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] rights, and Customer and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer and Boeing executing a supplemental agreement to amend Table 1-1 or Table 1-2, as applicable, [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]: (i) Customer’s written Notice to Boeing; or (ii) Customer’s acceptance of an [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] under the terms of Article 3 above (iii) Boeing’s written notice to Customer. 4.2In the event that definitive agreement defining the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as set forth in Table 1-1 or Table 1-2, as applicable, to the Purchase Agreement. 4.3       Should Boeing or Customer not exercise its right to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as applicable, to the Purchase Agreement.  5.Price and Advance Payments.  The Airframe, Engine, and Optional Features Prices will be provided in [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as applicable, and escalated to the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].    PA-3780

   

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GOT-PA-3780-LA-1207848 R1
 6.Assignment.  Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.  7.Confidential Treatment.  The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.   PA-3780

   

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GOT-PA-3780-LA-1207848 R1
   Very truly yours,  THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact    ACCEPTED AND AGREED TO this  Date:2016­­­­­­­­­   GAC INC.   By _________________________          By ______________________  ItsIts   WitnessWitness


PA-3780

   

   SA-7[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
  GOT-PA-3780-LA-1600544   GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands  Subject:          Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters  Reference:    a) Purchase Agreement No. PA-3780 (PA 3780) between The Boeing Company (Boeing) and GAC, Inc. (Customer) relating to Model 737-8 aircraft (Aircraft)  b) Purchase Agreement No. 2910 (PA 2910) between The Boeing Company (Boeing) and GOL Transportes Aereos SA (the 737-800 Customer) relating to Model 737-8EH aircraft (the 737-800 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.  In recognition of Customer’s request for [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  1.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   2.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   3.Assignment    GOT-PA-3780-LA-1600544Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters

   LA Page1**BOEING PROPRIETARY**


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Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.  4.Confidential Treatment  The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.                  If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.   Very truly yours,  THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact  **** GOT-PA-3780-LA-1600544Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters

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ACCEPTED AND AGREED TO this  Date:2016   GAC INC.   By _________________________          By _________________________  ItsIts   WitnessWitness


GOT-PA-3780-LA-1600544Other [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Matters

   LA Page 3**BOEING PROPRIETARY**


The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207  GOT-PA-3780-LA-1601021   GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands  Subject:          Table 1-2 Aircraft Model Substitution  Reference:    Purchase Agreement No. PA-3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC INC. (Customer) relating to Model 737-8 aircraft in Table 1-2 (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. Customer may substitute the purchase of Boeing Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to the following terms and conditions: 1.Customer’s Written Notice. 1.1Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  1.2Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  1.3Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],    GOT-PA-3780-LA-1601021

   

   SA-7Table 1-2 Aircraft Model Substitution

   

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1.4Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], 2.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Position. 2.1Customer’s substitution right is conditioned upon Boeing having an [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] position for the Substitute Aircraft in the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 2.2[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 2.3All of Boeing’s [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] positions for Substitute Aircraft will be considered [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] a definitive agreement in accordance with paragraph 4 below. 2.4   [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 3.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] The right to substitute to Model [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4.Definitive Agreement. Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   GOT-PA-3780-LA-1601021

   

   SA-7Table 1-2 Aircraft Model Substitution

   

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5.Price and Advance Payments. 5.1The Airframe Price, Optional Features Price and, if applicable, Engine Price will be adjusted to Boeing’s and the engine manufacturer’s then-current prices for such elements as of the date of execution of the definitive purchase agreement for the Substitute Aircraft. 5.2[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 5.3Refer to Letter Agreement GOT-PA-3780-LA-1601003 “Special Matters Table 1-2 Aircraft” for the [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 6.Assignment. Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part. 7.Confidentiality. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.   GOT-PA-3780-LA-1601021

   

   SA-7Table 1-2 Aircraft Model Substitution

   

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Very truly yours,  THE BOEING COMPANYBy _________________________Its Attorney-In-FactACCEPTED AND AGREED TO thisDate: _______________________
 GAC INC.   By _________________________          By _________________________   ItsIts   WitnessWitness    GOT-PA-3780-LA-1601021

   

   SA-7Table 1-2 Aircraft Model Substitution

   

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207  GOT-PA-3780-LA-1601086  GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands  Subject:          [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  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. 1.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 1.1Customer will use its best efforts to [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]: Furthermore, the following [CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  3.Assignment. Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or, in part.   GOT-PA-3780-LA-1601086[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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4.Confidentiality. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  Very truly yours,  THE BOEING COMPANYBy ________________________ItsAttorney-In-FactACCEPTED AND AGREED TO thisDate: _____________________
  GAC INC.   By _________________________          By _________________________   ItsIts   WitnessWitness


GOT-PA-3780-LA-1601086[CONFIDENTIAL PORTION OMMITED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

   LA Page 2BOEING PROPRIETARY


Supplemental Agreement No. 8  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 _________ day of ____________________ 2016, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), andGAC 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 aircraft (Aircraft);  Whereas,Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement;  WHEREAS, Buyer notified Boeing per the terms of Letter Agreement GOT-PA-3780-LA-1601086,[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] 737-8 Aircraft described in Table 1-2 and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in Table 1-2R; and  PA3780

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





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





1.Table of Contents.



Remove and replace, in its entirety, theTable of Contentswith a newTable of Contentsto reflect the incorporation of this Supplemental Agreement No. 8 (SA-8) into the Purchase Agreement.



2.Tables.



2.1 Remove Table 1-2 to Purchase Agreement No. 3780,Aircraft Delivery, Description, Price, and Advance Payments.



2.2 Remove Table 1-2R to Purchase Agreement No. 3780,Aircraft Delivery, Description, Price, and Advance Payments.



3.Exhibits.



Remove and replace the Supplemental Exhibit No. BFE1,Buyer Furnished Equipment Variables, with a revised Supplemental Exhibit No. BFE1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



4.Letter Agreements



4.1 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207836R1,Advance Payment Matters, with Letter Agreement No. GOT-PA-3780-LA-1207836R2,Advance Payment Matters, revised to reflect updated advance payments [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



4.2 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207840R2,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with Letter Agreement No. GOT-PA-3780-LA-1207840R3,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], revised to remove reference to Table 1-2 Aircraft.



4.3 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207848R1,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE





PA3780

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COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions, with Letter Agreement No. GOT-PA-3780-LA-1207848R2,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions, to incorporate revised terms and conditions related to Buyer’s decision [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  4.4 Remove and replace Letter Agreement No. GOT-PA-3780-LA-1207735,Performance Matters – 737-8,with the new Letter Agreement No. GOT-PA-3780-LA-1207735R1,Performance Matters – 737-8, to incorporate the performance guarantees [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  4.5 Remove Letter Agreement No. GOT-PA-3780-LA-1601003,Special Matters Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  4.6 Remove Letter Agreement No. GOT-PA-3780-LA-1601021,Table 1-2 737-8 Aircraft Model Substitution.  4.7 Remove Letter Agreement No. GOT-PA-3780-LA-1601086,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].   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.              PA3780

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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 _________________________  ItsAttorney‐In‐Fact   GAC INC.   By _________________________    By _________________________  ItsIts  ****  PA3780

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TABLE OF CONTENTS  Supplemental Agreement NUMBER   ARTICLESArticle 1.

   Quantity, Model and DescriptionArticle 2.

   Delivery ScheduleArticle 3.

   PriceArticle 4.

   PaymentArticle 5.

   Additional Terms
  TABLE1-1.

   1-2.

   Aircraft Information TableSA7

   Aircraft Information TableSA81-2R.

   Aircraft Information Table [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA8EXHIBITA.

   Aircraft ConfigurationB.

   Aircraft Delivery Requirements and Responsibilities
  SUPPLEMENTAL EXHIBITSAE1.

   Escalation Adjustment/Airframe and Optional FeaturesBFE1.

   BFE Variables SA8CS1.

   Customer Support VariablesEE1.

   Engine Escalation/Engine Warranty and Patent IndemnitySLP1.

   Service Life Policy Components
   PA3780

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SA LETTER AGREEMENTSNumber 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                       SA-7 Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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] Program        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-1207848R2      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions     SA-8 GOT-PA-3780-LA-1207735R1      Performance Matters – 737-8                                          SA-8GOT-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                       SA-7 Model [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] GOT-PA-3780-LA-1600544             Other Payment Matters                                                      SA-7 GOT-PA-3780-LA-1601003           Special Matters – Table 1-2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA-8 GOT-PA-3780-LA-1601021           Table 1-2 737-8 Aircraft Model SubstitutionSA-8  **** PA3780

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GOT-PA-3780-LA-1601086           [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA-8              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                                                    2016




PA3780

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BUYER FURNISHED EQUIPMENT VARIABLES  between  THE BOEING COMPANY  and  GAC INC.   Supplemental Exhibit BFE1 to Purchase Agreement Number PA-3780     GOT-PA-3780-BFE1

   

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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

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Galley InsertsSeats (passenger)Overhead & Audio SystemIn-Seat Video SystemMiscellaneous Emergency EquipmentCargo Handling Systems*

   (Single Aisle Programs only)
  *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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]after the above supplier selection dates to actively participate with   GOT-PA-3780-BFE1

   

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Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). 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 (MBFin 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

   

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Table 1 Nominal Del Date

   Aircraft Qty

   Seats

   Galley / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Misc. Emergency Equipment

   Textiles / Raw Materials

   Cargo Systems

   Provision Kits

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

   1

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]121111111111121112111111211131112Aircraft Qty111211131112222121213122132121111212Aircraft Qty1111111111122111111111Total

   120
  ****  GOT-PA-3780-BFE1

   

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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

   

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
  GOT-PA-3780-LA-1207836R2  GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands   Subject:          Advance Payment Matters  Reference:    a) Purchase Agreement No. PA-3780 (PA 3780) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8 aircraft (Aircraft) b) Purchase Agreement No. 2910 (PA 2910) between The Boeing Company (Boeing) and GOL Transportes Aereos SA (the 737-800 Customer) relating to Model 737-8EH aircraft (the 737-800 Aircraft)  This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.  1.Advance Payment Schedule:  Notwithstanding Boeing’s standard 30% advance payment schedule set forth in Table 1-1 of the Purchase Agreement, Boeing agrees that Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    2.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:     PA-3780

   

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GOT-PA-03780-LA-1207836R2
 3.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    4.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    5.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    6.Set-Off Rights  Customer agrees that in the event of a default of its obligations under any purchase agreement with Boeing or any agreement with any Boeing subsidiary or affiliate, Boeing may apply any or all advance payments, or other payments made by Customer with respect to an aircraft or any other Boeing product to cure, in part or in whole, any default with respect to any other aircraft or Boeing product or with respect to any other obligation under any such Boeing purchase agreement or any such agreement with another Boeing subsidiary or affiliate. In the event that Boeing sets off against, or otherwise exercises rights against any such payments made by Customer, and applies any such amounts to any obligations owed by Customer to Boeing, its subsidiaries or affiliates, Boeing will be entitled, after such application, to require Customer to replace within ten days the amount so applied such that the total amount of advance payments would be restored to the aggregate total amount of advance payments due.  7.Payments 7.1 Payments due upon reaching a Definitive Agreement are to be received by Boeing within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. All of the other periodic advance payments described in the payment schedule(s) as set forth above are each due on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Any payments received later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be subject to a late payment interest charge calculated on the basis of. Late payment  PA-3780

   

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GOT-PA-03780-LA-1207836R2
   interest charges will accrue further interest charges until paid, with any unpaid such late payment interest charges to be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 7.2 Notwithstanding the late payment interest charges described in Article 7.1 of this Letter Agreement, if Customer does not make [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer will be charged late payment interest calculated on the basis of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  Any such interest charges will be included [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  8.Confidential Treatment The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.   Very truly yours,  THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact    ACCEPTED AND AGREED TO this  Date:2016­­­­­­­­­   GAC INC.   PA-3780

   

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GOT-PA-03780-LA-1207836R2
  By _________________________          By _________________________   ItsIts   WitnessWitness


PA-3780

   

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
   GOT-PA-3780-LA-1207840R3  GAC, Inc. PO Box 309, Ugland House Grand CaymanKY1-1104Cayman Islands  Subject:          [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program  Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) andGAC 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. 1.Definitions. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Noticemeans the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below. Program Aircraftmeans each Aircraft specified in Table 1-1 of the Purchase Agreement as of the date of this Letter Agreement. 2.Applicability. Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  3.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Forecast. Boeing will release an [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR


CONFIDENTIAL TREATMENT] forecast in February and August of each year based on Boeing’s then current standard [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] formula.  Only one [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast shall be used to conduct the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] analysis performed in accordance with Article 4.1, below, for a given Program Aircraft.  The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast applicable to a given Program Aircraft is set forth in Attachment A.  PA-3780                                                                                                                                   SA-8 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Program        Page1 BOEING PROPRIETARY


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GOT-PA-3780-LA-1207840 R3
    4.Greater than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4.1If the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a cumulative [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.1.1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.1.2provide Customer with the option of either:  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.2If Boeing provides Customer the option described in Article 4.1.2 above, then Customer shall notify Boeing in writing of its election to exercise the option contained in Article 4.1.2 (i), 4.1.2 (ii) or 4.1.2 (iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4.2.1Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].   PA-3780

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GOT-PA-3780-LA-1207840 R3
 4.2.2Should Customer fail to issue any notice to Boeing in accordance with Article 4.2 above, then the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 5.Equal to or Less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. If the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] forecast, as set forth in Article 3, above, projects a cumulative annual [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] factor that is equal to or less [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 6.Applicability to Other [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 7.Assignment. Except for an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned in whole or in part. 8.Confidential Treatment. Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.   PA-3780

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GOT-PA-3780-LA-1207840 R3
   Very truly yours,  THE BOEING COMPANYByIts

   Attorney-In-FactACCEPTED AND AGREED TO thisDate:

   , 2016
  GAC INC.   By _________________________          By _________________________  ItsIts   WitnessWitness  PA-3780

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GOT-PA-3780-LA-1207840 R3
     ATTACHMENT A  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  PA-3780

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GOT-PA-3780-LA-1207840 R3
   ATTACHMENT B [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


PA-3780

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
 GOT-PA-3780-LA-1207848R2  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] Positions  Reference:    Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) andGAC 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.  To accommodate Customer’s concerns regarding uncertain market conditions and Boeing’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer and Boeing agree that [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], subject to the following terms and conditions:  1.Aircraft with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions:  1.1The following[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]identified in Table 1-1 to the Purchase Agreement (Table 1-1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Positions) are subject to the terms and conditions described in this Letter Agreement: PA-3780

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GOT-PA-3780-LA-1207848 R2
  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   1.3The Table 1-1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Positions may be individually and collectively referred to as[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Positions.  2.Written Notice Requirements  2.1Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.1.1  Customer’s Written Notice:            Customer shall provide Boeing written notice of its request to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Customer’s right to request a[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.1.2 Boeing’s Written Notice: Boeing shall provide Customer a written notice of its desire to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Boeing’s right to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.2Table 1-1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions [CONFIDENTIAL PORTION OMITTED AND   PA-3780

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GOT-PA-3780-LA-1207848 R2
   FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Positions with Scheduled Delivery Dates in 2020 – 2028  2.2.1  Customer’s Written Notice:  Customer shall provide Boeing written notice of its request to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Customer’s right to request a[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  2.2.2  Boeing’s Written Notice: In the event that Boeing desires to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Boeing’s right to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  3.Boeing’s Production Capability.  Once Boeing has received Customer’s written request, Boeing will review Customer’s request to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  3.1Boeing having the production capability to produce the Aircraft[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  4.Definitive Agreement.  4.1The[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]rights, and Customer and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer and Boeing executing a supplemental agreement to amend Table 1-1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   PA-3780

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GOT-PA-3780-LA-1207848 R2
   (i) Customer’s written Notice to Boeing; or (ii)[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (iii) Boeing’s written notice to Customer. 4.2In the event that definitive agreement defining the[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 4.3       Should Boeing or Customer not exercise its right to[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  5.Price and Advance Payments.  The Airframe, Engine, and Optional Features Prices will be provided in[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]and escalated to the[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  6.Assignment.  Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.  7.Confidential Treatment.  The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  PA-3780

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GOT-PA-3780-LA-1207848 R2
    Very truly yours,  THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact    ACCEPTED AND AGREED TO this  Date:2016­­­­­­­­­   GAC INC.   By _________________________          By _________________________  ItsIts   WitnessWitness      PA-3780

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The Boeing CompanyP.O. Box 3707Seattle, WA98124-2207
   GOT-PA-3780-LA-1207735R1   GAC, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands    Subject:          Performance Matters – 737-8  Reference:    Purchase Agreement No.3780 (the Purchase Agreement) between The Boeing Company (Boeing) andGAC Inc.(Customer) relating to Model 737-8 aircraft (the 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.  All terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision of the Purchase Agreement.  As defined in the “Open Matters” Letter Agreement GOT-PA-03780-LA-1207842 between Boeing and Customer, Boeing will provide Customer with an Interim Performance Assesment(Interim Performance Assesment)of the 737-8 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  1.[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Related to Fuel Burn.  The efficiency from fuel burn of the Aircraft over similarly-sized aircraft is a significant factor in determining the Aircraft value.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]   1.1       [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    PA-3780

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GOT-PA-3780-LA-1207735R1
 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 1737-8 MAX Aircraft Block Fuel Improvement over 737NG Aircraft

   [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]
   2.         [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing projects that the short field landing weight capability of the Aircraft in 2019 [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 performance guarantee confirming the short field landing weight capability of the Aircraft is described in Attachment B to this Letter Agreement. 3.         [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing projects that the payload – range capability of the Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  The performance guarantee confirming the payload-range capability of the Aircraft is described in Attachment B to this Letter Agreement.  4.         Duplication of Benefits **** ****  PA-3780

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GOT-PA-3780-LA-1207735R1
  Boeing and Customer agree it is not the intent of the parties to provide benefits hereunder that duplicate benefits to be provided (a) by Boeing under the Purchase Agreement, or any other agreement between Boeing and Customer, or (b) by engine manufacturer under any agreement between engine manufacturer and Customer, due to the Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to such other guarantee or commitment.  5.         Assignment Unless otherwise noted herein, the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described in this Letter Agreement are provided [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Customer and in consideration of Customer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.  6.         Confidentiality Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.  In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].   If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.  Very truly yours,  THE BOEING COMPANY   By _________________________     PA-3780

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GOT-PA-3780-LA-1207735R1
      ItsAttorney‐In‐Fact    ACCEPTED AND AGREED TO this  Date:2016­­­­­­­­   GAC INC.   By _________________________          By _________________________  ItsIts   WitnessWitness


PA-3780

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page1
 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]FOR GOL (VRG Linhas Aereas S.A.) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SECTION                       CONTENTS 1              AIRCRAFT MODEL APPLICABILITY 2              [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] REFERENCE LEVEL 3              AIRCRAFT CONFIGURATION 4              CONDITIONS 5              DEMONSTRATION  ** ** **  PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page2
 1                      AIRCRAFT MODEL APPLICABILITY 1.1The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level contained in this attachment is applicable to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 1.2The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level is based on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 2                      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] REFERENCE LEVEL 2.1.1[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level for a [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] Reference Level: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Conditions and operating rules: Stage Length:

   [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]Takeoff:Climbout Maneuver:Climb:Cruise:Descent:Approachand Landing Maneuver:Fixed Allowances:  PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page3
      2.1.2               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Operational Empty Weight Basis    PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page4 , 2.1.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Weight Summary - GOL AirlinesStandard Model Specification MEWConfiguration Specification [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]Changes for GOL Airlines[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]GOL Airlines Operational Empty Weight (OEW)GOL Airlines Manufacturer's Empty Weight (MEW)Standard and Operational Items Allowance[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Quantity

   Pounds* Seat Weight Included:

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Economy Class TripleEconomy Class Triple w/3 In-Arm Food Trays
 
  PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page5
   2.1.4 Standard and Operational Items AllowanceStandard Items AllowanceQty

   Pounds

   PoundsUnusable Fuel

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]OilOxygen EquipmentPassenger Portable / MasksCrew MasksMiscellaneous EquipmentCrash AxeMegaphonesFlashlightsSmoke HoodsGalley Structure & Fixed InsertsOperational Items AllowanceCrew and Crew Baggage

   **[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**Flight CrewCabin CrewNavigation Bags & ManualsCatering Allowance & Removable InsertsPassenger Service EquipmentPotable Water - 60 USGWaste Tank DisinfectantEmergency EquipmentEscape Slides - ForwardEscape Slides - AftLife Vests - CrewTotal Standard and Operational Items Allowance

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]     PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page6
 3                      AIRCRAFT CONFIGURATION 3.1737-800 Aircraft Configuration The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level contained in this attachment is based on the 737-800 Aircraft configuration as defined in the original release of Detail Specification TBD, the 737-800 Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.1.3. 3.2                   737-8 Aircraft Configuration The configuration of the 737-8 used to demonstrate performance relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level will be the delivered configuration of 737-8 as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, to reflect a configuration similar to that of the 737-800W in Section 2.1.3. 4                      CONDITIONS 4.1The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. 4.2The climb, cruise and descent portions of the mission [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Normal electrical power extraction shall be defined as not less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The APU is turned off unless otherwise specified. 4.3The climb, cruise and descent portions of the mission block fuel commitment is based on an Aircraft center of gravity location not to be aft of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord.  PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page7
 4.4Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and a fuel density of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 5                      DEMONSTRATION 5.1Demonstration of the 737-8 performance relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the 737-8 Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4. 5.2For the purpose of demonstrating the performance of the 737-8 relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level the following shall be used as fixed quantities and allowances: Taxi-Out:Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Takeoff and Climbout Maneuver:Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Distance [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Approach and Landing Maneuver:Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Taxi-In (shall be consumed from the reserve fuel):Fuel [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Usable reserve fuel remaining upon completion of the approach and landing maneuver: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]      PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page8
     5.3Demonstration of the 737-8 performance for the climb, cruise and descent portions of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level commitment shall be established by calculations based on flight test data obtained from a 737-8 aircraft in a configuration similar to that defined by the Detail Specification. 5.4The OEW used for demonstrating the 737-8 performance relative to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification plus adjustments to the GOL (VRG Linhas Aereas S.A.) Manufacturers Empty Weight and Standard and Operational Items Allowance to reflect a configuration similar to that of the 737-800W shown in Section 2.1.3. 5.5The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering [CONFIDENTIAL


PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reference Level.          PA-3780AERO-B-BBA4-M12-0306

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Attachment A to Letter Agreement No. GOT-PA-03780-LA-1207735R1 Page9
 5.6The demonstrated performance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification.


PA-3780AERO-B-BBA4-M12-0306

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page1
 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PERFORMANCE GUARANTEESFOR VRG Linhas Aereas S.A. SECTION                       CONTENTS 1              AIRCRAFT MODEL APPLICABILITY 2              FLIGHT PERFORMANCE 3              AIRCRAFT CONFIGURATION 4              GUARANTEE CONDITIONS 5              GUARANTEE COMPLIANCE 6              EXCLUSIVE GUARANTEES  P.A. No.3780

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page2
 1                      AIRCRAFT MODEL APPLICABILITY The guarantees contained in this Attachment (the "Performance Guarantees") are applicable to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 2                      FLIGHT PERFORMANCE 2.1                   Landing 2.1.1The FAA approved landing gross weight into a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] runway and at an altitude of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with an alternate forward center of gravity limit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord, shall not be less than the following guarantee value: NOMINAL: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]TOLERANCE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]GUARANTEE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2.1.2The FAA approved landing field length at a gross weight of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and at a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] altitude with an alternate forward


center of gravity limit of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord, shall not be more than the following guarantee value:  P.A. No.3780

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page3
 NOMINAL: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]TOLERANCE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]GUARANTEE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2.2                   Mission 2.2.1               Mission Payload The payload for a stage length of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] nautical miles in still air (equivalent to a distance of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] nautical miles with a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] knot headwind, representative of a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] using the conditions and operating rules defined below, shall not be less than the following guarantee value:  P.A. No.3780

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page4
 NOMINAL: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]TOLERANCE: -[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]GUARANTEE: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Conditions and operating rules: StageLength:

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

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

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

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

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Approach and Landing Maneuver:

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

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]       P.A. No.3780

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page5
 2.2.2               Operational Empty Weight Basis [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  P.A. No.3780

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page6
 2.2.3               [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Weight Summary - GOL Airlines **** Standard Model Specification MEWKilogramsConfiguration Specification

   [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]Changes for GOL AirlinesGOL Airlines Manufacturer's Empty Weight (MEW)Standard and Operational Items Allowance

   [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]GOL Airlines Operational Empty Weight (OEW)* Seat Weight Included:

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Tourist Class TripleTourist Class Triple w/3 In-Arm Food Trays    P.A. No.3780

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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page 7
 2.2.4               Standard and Operational Items Allowance Standard Items AllowanceQty

   KilogramsUnusable Fuel

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]OilOxygen EquipmentMiscellaneous EquipmentGalley Structure & Fixed InsertsOperational Items AllowanceCrew and Crew Baggage

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Flight CrewCabin CrewNavigation Bags & ManualsCatering Allowance & Removable InsertsPassenger Service EquipmentPotable Water - 60 USGWaste Tank DisinfectantEmergency EquipmentTotal Standard and Operational Items Allowance

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    P.A. No.3780

   SA-8AERO-B-BBA4-M14-0360A

   SS14-0162 BOEING PROPRIETARY


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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page 8
 3                      AIRCRAFT CONFIGURATION 3.1The guarantees contained in this Attachment are based on the Aircraft configuration as defined in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], plus any changes mutually agreed upon or otherwise allowed by the Purchase Agreement to be incorporated into the Customer’s Detail Specification (herein referred to as the Detail Specification).  Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft.  Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees. 3.2The guarantee payload of Paragraph 2.2.1 will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 4                      GUARANTEE CONDITIONS 4.1All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. 4.2For the purposes of these [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] guarantees the Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-900ER Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 41, dated July 31, 2007. 4.3In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 4.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the


guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.  **** **** **** **** **** **** P.A. No.3780

   SA-8AERO-B-BBA4-M14-0360A

   SS14-0162 **BOEING PROPRIETARY**


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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page 9
 4.4The landing guarantee and the takeoff portion of the mission guarantee are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 225 mph tires, with Category B brakes and anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified.  The takeoff performance is based on no engine bleed for air conditioning or thermal anti-icing and the Auxiliary Power Unit (APU) turned off unless otherwise specified.  The improved climb performance procedure will be used for takeoff as required.  The landing performance is based on the use of automatic spoilers. 4.5The climb, cruise and descent portions of the mission guarantee include allowances for normal power extraction and engine bleed for normal operation of the air conditioning system.  The digital bleed is set for the Customer interior in Paragraph 2.2.3.  No bleed or power extraction for thermal anti-icing is provided unless otherwise specified.  The APU is turned off unless otherwise specified. 4.6The climb, cruise and descent portions of the mission guarantee are based on an Aircraft center of gravity location, as determined by Boeing, not to be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord. 4.7Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and a fuel density of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 5                      GUARANTEE COMPLIANCE 5.1Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.  P.A. No.3780

   SA-8AERO-B-BBA4-M14-0360A

   SS14-0162 BOEING PROPRIETARY


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Attachment B to Letter Agreement No. GOT-PA-3780-LA-1207735R1 Page10
 5.2Compliance with the landing guarantee and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-8. 5.3Compliance with the landing guarantees and the takeoff portion of the mission guarantee shall be shown using an alternate forward center of gravity limit [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the mean aerodynamic chord. 5.4Compliance with the climb, cruise and descent portions of the mission guarantee shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. 5.5The OEW used for compliance with the mission guarantee shall be the actual MEW plus the Standard and Operational Items Allowance in Appendix E of the Detail Specification. 5.6The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees. 5.7Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification. 6                      EXCLUSIVE GUARANTEES The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.


P.A. No.3780

   SA-8AERO-B-BBA4-M14-0360A

   SS14-0162 BOEING PROPRIETARY