EXHIBIT 4.22
   Supplemental Agreement No. 25  to  Purchase Agreement No. 2910  between  THE BOEING COMPANY  and  GAC Inc.  Relating to Boeing Model 737-8EH Aircraft    THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2015, 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. 2910, dated 17 May 2004, as amended and supplemented (the Agreement) relating to the purchase and sale of fifteen (15) Boeing Model 737-8EH aircraft;  Whereas,Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement,  WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate Buyer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and  WHEREAS, Boeing and Buyer have also agreed to amend the Agreement to incorporate certain other changes as may be described herein;  NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to amend the Agreement as follows:      1


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1.Table of Contents.  Remove and replace, in its entirety, theTable of Contentswith a new Table of Contents (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 25 (SA-25) into the Purchase Agreement.  2.Tables.  2.1       Remove and replace Table 13 to Purchase Agreement No. 2910,Aircraft Delivery, Description, Price and Advance Payments, with the new Table 13(attached hereto) in order to incorporate Customer and Boeing agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  2.2       Remove and replace Table 14 to Purchase Agreement No. 2910,Aircraft Delivery, Description, Price and Advance Payments, with the new Table 14(attached hereto) in order to incorporate Customer and Boeing agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  3.Exhibits.  3.1Remove and replace the Supplemental Exhibit No. BFE1,Buyer Furnished Equipment Variables, with a new Supplemental Exhibit No. BFE1 (attached hereto) in order to incorporate [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.Advance Payments  4.1       [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in definitive agreement payments held by Boeing.  The full amount of these definitive agreement payments [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The application of those definitive agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  4.2       [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in advance payments on hand excluding definitive agreement payments.  This amount will be held as excess payments to be applied to future advance payments.  Boeing will begin applying this excess payments amount to advance payments owed [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].   2


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

   ItsWitness

   Witness


3


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TABLE OF CONTENTSSUPPLEMENTALAGREEMENTNUMBERARTICLES1.

   Quantity, Model and Description2.

   Delivery Schedule3.

   Price4.

   Payment5.

   MiscellaneousTABLE1.

   Aircraft Information Table 1 (Block 1 aircraft)

   SA-132.

   Aircraft Information Table 2 (Block 2 aircraft)

   SA-193.

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

   SA-194.

   Aircraft Information Table 3 (Block 3 aircraft)

   SA-115.

   Aircraft Information Table 4 (Block 4 aircraft)

   SA-196.

   Aircraft Information Table 5 (Block 5 aircraft)

   SA-227.

   Aircraft Information Table 6 (Block 6 aircraft)

   SA-238.

   Aircraft Information Table 7 (Block 7 aircraft)

   SA-149.

   Aircraft Information Table 8 (Block 8 aircraft)Deleted

   SA-2110.

   Aircraft Information Table 9 (Block 9 aircraft) Deleted

   SA-2111.

   Aircraft Information Table 10 (Block 10 aircraft)Deleted

   SA-2212.

   Aircraft Information Table 11 (Block 11 aircraft)

   SA-2413.

   Aircraft Information Table 12 (Block 12 aircraft)

   SA-1814.

   Aircraft Information Table 13 (Block 13 aircraft)

   SA-2515.

   Aircraft Information Table 14 (Block 14 aircraft)

   SA-25EXHIBITA.

   A.

   Aircraft Configuration – Block 1 & 2

   SA-19A-1.

   Aircraft Configuration – Block 2-A

   SA-19A-2.

   Aircraft Configuration – Block 3 & 4

   SA-19A-3.

   Aircraft Configuration – Table 7 (737-700)

   SA-14A-4.

   Aircraft Configuration – Block 5 & 6

   SA-19A-5.

   Aircraft Configuration – Block 8 – 11 & Block 13

   SA-19A-6.

   Baseline 737-700 Aircraft Configuration – Table 12

   SA-18A-7.

   Baseline 737-800 Aircraft Configuration – Table 14

   SA-21B.

   Aircraft Delivery Requirements and ResponsibilitiesSUPPLEMENTAL EXHIBITSAE1.

   Escalation Adjustment/Airframe and Optional Features

   SA-5BFE1.

   BFE Variables

   SA-25CS1.

   Customer Support VariablesEE1.

   Engine Escalation/Engine Warranty and Patent IndemnitySLP1.

   Service Life Policy Components
 i


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SUPPLEMENTALLETTER AGREEMENTS

   AGREEMENTNUMBER2910-01

   Customer Software2910-02

   Spares – Flight Crew Training Spare Parts Support2910-03

   Spares – Initial Provisioning6-1162-DME-0706R4

   Purchase Rights

   SA-196-1162-DME-0707R1

   Advance Payment Matters

   SA-216-1162-DME-0708

   Technical Matters6-1162-DME-0710

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

   SA-106-1162-DME-0711

   Promotional Support6-1162-DME-0712

   Special Matters (canceled & superseded)

   SA-56-1162-DME-0713

   Tailored Weight Program6-1162-DME-0714

   Demonstration Flight Waiver6-1162-DME-0824R2

   Special Matters - Table 1-7 Aircraft

   SA-186-1162-DME-0825

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

   SA-186-1162-DME-0841

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

   SA-7Advance Payment Matters6-1162-DME-0867

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

   SA-76-1162- DME-1104

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

   SA-216-1162- DME-1106R1

   [CONFIDENTIAL PORTION OMITTED AND FILEDSEPARATELY WITH THE COMMISSION PURSUANT TOA REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-216-1162- DME-1107

   Promotional Support Agreement - Varig

   SA-186-1162-DME-1111R1

   SA-13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT]

   SA-146-1162- DME-1152

   Aircraft Performance Guarantees – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANTTO A REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-156-1162- DME-1153

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

   SA-156-1162- DME-1162

   Special Matters – Table 8-11 & Table 13 Aircraft

   SA-196-1162- DME-1164

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

   SA-156-1162- DME-1185

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

   SA-16
 ii


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6-1162- DME-1213

   Special Matters – Table 12 Aircraft

   SA-186-1162- DME-1250

   Certain Special Matters – Table 13 Aircraft

   SA-196-1162- DME-1271

   [CONFIDENTIAL PORTION OMITTED AND FILEDSEPARATELY WITH THE COMMISSION PURSUANT TOA REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-206-1162- DME-1272

   Special Matters – Table 5 Aircraft Substitution

   SA-206-1162-DME-1274

   Option Aircraft

   SA-216-1167- DME-1339

   Special Matters – Table 14 Aircraft

   SA-21GOT-PA-02910-LA-1209208

   [CONFIDENTIAL PORTION OMITTED AND FILEDSEPARATELY WITH THE COMMISSION PURSUANT TOA REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-21
 iii


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RECORD OF SUPPLEMENTAL AGREEMENTSSA-1

   16

   July

   2004SA-2

   20

   January

   2005SA-3

   07

   March

   2005SA-4

   24

   March

   2005SA-5

   25

   July

   2005SA-6

   26

   August

   2005SA-7

   18

   November

   2005SA-8

   17

   February

   2006SA-9

   13

   March

   2006SA-10

   19

   October

   2006SA-11

   24

   October

   2006SA-12

   28

   February

   2007SA-13

   17

   December

   2007SA-14

   29

   September

   2008SA-15

   30

   April

   2009SA-16

   24

   September

   2009SA-17

   28

   October

   2009SA-18

   08

   July

   2010SA-19

   17

   September

   2010SA-20

   11

   February

   2011SA-21

   01

   October

   2012SA-22

   17

   April

   2013SA-23

   26

   August

   2013SA-24

   24

   November

   2013SA-25

   

   

   2015
 iv


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Airframe Model/MTOW:

   737-800

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

   

   Detail Specification:

   

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

   2Q10 External FcstEngine Model/Thrust:

   CFM56-7B27/B1

   

   Airframe Price Base Year/Escalation Formula:

   [CONFIDENTIAL PORTION OMITTED 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):

   

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Aircraft Basic Price (Excluding BFE/SPE):

   

   Base Year Index (CPI):Buyer Furnished Equipment (BFE) Estimate:

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Seller Purchased Equipment (SPE) Estimate:Deposit per Aircraft:

   

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

   

   

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

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

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

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

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]011111Total

   6


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Airframe Model/MTOW:

   737-800

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

   

   Detail Specification:

   

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

   4Q11 External Fcst~4Q11 External Fcst - EnginesEngine Model/Thrust:

   CFM56-7B27/B1

   

   Airframe Price Base Year/Escalation Formula:

   [CONFIDENTIAL PORTION OMITTED 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):

   

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

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

   

   

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

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

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

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

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]1Total:

   2


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BUYER FURNISHED EQUIPMENT VARIABLES  between  THE BOEING COMPANY  and  GAC INC.   Supplemental Exhibit BFE1 to Purchase Agreement Number 2910     BOEING PROPRIETARY Page1of10


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BOEING PROPRIETARY
 BUYER FURNISHED EQUIPMENT VARIABLES  relating to  BOEING MODEL 737-8EH AIRCRAFT   This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.   1.Supplier Selection.  Customer will:  1.1       Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:  Galley System                                                 Complete 2005  Galley Inserts                                                  Complete 2005  Seats (passenger)                                             Complete 2005  Cabin Systems Equipment                              Complete 2005  Miscellaneous Emergency Equipment            Complete 2005  Cargo Handling Systems                                ****N/A****    2.On-dock Dates  On or beforeMarch 2005, Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE.  For planning purposes, a preliminary BFE on-dock schedule is set forth in the table below:   BOEING PROPRIETARY Page2of10


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

   Qty

   Seats

   Galleys / Furnishings

   

   Electronics

   

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   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]

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

   

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

   

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

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

   NA

   NA

   NAJune 2006: Early roll out to support flight test r/o 11/7/05; * Emergency floor lighting will be deferred until after flight test. All other cabin lighting and emergency egress lighting will be fully operational per flight test requirements. Estimated deferred on-dock date for floor lighting 2/19/06; * All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 1/9/06[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]

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

   

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

   

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

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

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA3

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA  BOEING PROPRIETARY Page3of10


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

   Qty

   Seats

   Galleys / Furnishings

   

   Electronics

   

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes[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]

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

   

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

   

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

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

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA  BOEING PROPRIETARY Page4of10


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

   Qty

   Seats

   Galleys / Furnishings

   

   Electronics

   

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes[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]

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

   

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

   

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

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

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA  BOEING PROPRIETARY Page5of10


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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

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

   0

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

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

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

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

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

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

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

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA2

   NA

   NA

   NA0

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA3

   NA

   NA

   NA2

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA  BOEING PROPRIETARY Page6of10


---



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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes[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]

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

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

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

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

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

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

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA  BOEING PROPRIETARY Page7of10


---



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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   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]

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

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

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

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

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

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

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA  BOEING PROPRIETARY Page8of10


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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

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

   0

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

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

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

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

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

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

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

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA
   3.Additional Delivery Requirements  Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.  In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to  BOEING PROPRIETARY Page9of10


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BOEING PROPRIETARY
 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.


BOEING PROPRIETARY Page **10**of10


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Supplemental Agreement No. 26  to  Purchase Agreement No. 2910  between  THE BOEING COMPANY  and  GAC Inc.  Relating to Boeing Model 737-8EH Aircraft    THIS SUPPLEMENTAL AGREEMENT, entered into as of the _________ day of ____________________ 2015, 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. 2910, dated 17 May 2004, as amended and supplemented (the Agreement) relating to the purchase and sale of fifteen (15) Boeing Model 737-8EH aircraft (Aircraft);  Whereas,Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement,  WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate Buyer’s decision 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:     1


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1.Table of Contents.  Remove and replace, in its entirety, theTable of Contentswith a new Table of Contents (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 26 (SA-26) into the Purchase Agreement.  2.Tables.  2.1       Remove and replace Table 13 to Purchase Agreement No. 2910,Aircraft Delivery, Description, Price and Advance Payments, with the new Table 13(attached hereto) in order to incorporate Buyer and Boeing’s agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  2.2       Remove and replace Table 14 to Purchase Agreement No. 2910,Aircraft Delivery, Description, Price and Advance Payments, with the new Table 14(attached hereto) in order to incorporate Buyer and Boeing’s agreement to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  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.Advance Payments  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in definitive agreement payments held by Boeing.  The full amount of these definitive agreement payments [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The application of those definitive agreement [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,  2


---



will not, without the prior written consent of the other party, disclose this Supplemental Agreement or any information contained herein to any other person or entity.   ________________________________________    The Purchase Agreement, Exhibits and Letter Agreements shall be deemed amended to the extent herein provided and as so amended shall continue in full force and effect.  In the event of any inconsistency between the above provisions and those provisions contained in the Purchase Agreement, the terms of this Supplemental Agreement will govern and control.   EXECUTED IN DUPLICATE as of the day and year first above written.   THE BOEING COMPANY   By _________________________  ItsAttorney‐In‐Fact   GAC INC.   By _________________________

   By _________________________Its

   ItsWitness

   Witness


3


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TABLE OF CONTENTSSUPPLEMENTALAGREEMENTNUMBERARTICLES1.

   Quantity, Model and Description2.

   Delivery Schedule3.

   Price4.

   Payment5.

   MiscellaneousTABLE1.

   Aircraft Information Table 1 (Block 1 aircraft)

   SA-132.

   Aircraft Information Table 2 (Block 2 aircraft)

   SA-193.

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

   SA-194.

   Aircraft Information Table 3 (Block 3 aircraft)

   SA-115.

   Aircraft Information Table 4 (Block 4 aircraft)

   SA-196.

   Aircraft Information Table 5 (Block 5 aircraft)

   SA-227.

   Aircraft Information Table 6 (Block 6 aircraft)

   SA-238.

   Aircraft Information Table 7 (Block 7 aircraft)

   SA-149.

   Aircraft Information Table 8 (Block 8 aircraft)Deleted

   SA-2110.

   Aircraft Information Table 9 (Block 9 aircraft) Deleted

   SA-2111.

   Aircraft Information Table 10 (Block 10 aircraft)Deleted

   SA-2212.

   Aircraft Information Table 11 (Block 11 aircraft)

   SA-2413.

   Aircraft Information Table 12 (Block 12 aircraft)

   SA-1814.

   Aircraft Information Table 13 (Block 13 aircraft)

   SA-2615.

   Aircraft Information Table 14 (Block 14 aircraft)

   SA-26EXHIBITA.

   A.

   Aircraft Configuration – Block 1 & 2

   SA-19A-1.

   Aircraft Configuration – Block 2-A

   SA-19A-2.

   Aircraft Configuration – Block 3 & 4

   SA-19A-3.

   Aircraft Configuration – Table 7 (737-700)

   SA-14A-4.

   Aircraft Configuration – Block 5 & 6

   SA-19A-5.

   Aircraft Configuration – Block 8 – 11 & Block 13

   SA-19A-6.

   Baseline 737-700 Aircraft Configuration – Table 12

   SA-18A-7.

   Baseline 737-800 Aircraft Configuration – Table 14

   SA-21B.

   Aircraft Delivery Requirements and ResponsibilitiesSUPPLEMENTAL EXHIBITSAE1.

   Escalation Adjustment/Airframe and Optional Features

   SA-5BFE1.

   BFE Variables

   SA-26CS1.

   Customer Support VariablesEE1.

   Engine Escalation/Engine Warranty and Patent IndemnitySLP1.

   Service Life Policy Components
 i


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SUPPLEMENTALLETTER AGREEMENTS

   AGREEMENTNUMBER2910-01

   Customer Software2910-02

   Spares – Flight Crew Training Spare Parts Support2910-03

   Spares – Initial Provisioning6-1162-DME-0706R4

   Purchase Rights

   SA-196-1162-DME-0707R1

   Advance Payment Matters

   SA-216-1162-DME-0708

   Technical Matters6-1162-DME-0710

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

   SA-106-1162-DME-0711

   Promotional Support6-1162-DME-0712

   Special Matters (canceled & superseded)

   SA-56-1162-DME-0713

   Tailored Weight Program6-1162-DME-0714

   Demonstration Flight Waiver6-1162-DME-0824R2

   Special Matters - Table 1-7 Aircraft

   SA-186-1162-DME-0825

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

   SA-186-1162-DME-0841

   [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 FORCONFIDENTIAL TREATMENT]

   SA-76-1162-DME-0867

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

   SA-76-1162- DME-1104

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

   SA-216-1162- DME-1106R1

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

   SA-216-1162- DME-1107

   Promotional Support Agreement - Varig

   SA-186-1162-DME-1111R1

   SA-13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-146-1162- DME-1152

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

   SA-156-1162- DME-1153

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

   SA-156-1162- DME-1162

   Special Matters – Table 8-11 & Table 13 Aircraft

   SA-196-1162- DME-1164

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

   SA-15
 ii


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6-1162- DME-1185

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

   SA-166-1162- DME-1213

   Special Matters – Table 12 Aircraft

   SA-186-1162- DME-1250

   Certain Special Matters – Table 13 Aircraft

   SA-196-1162- DME-1271

   [CONFIDENTIAL PORTION OMITTED AND FILEDSEPARATELY WITH THE COMMISSION PURSUANT TOA REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-206-1162- DME-1272

   Special Matters – Table 5 [CONFIDENTIAL PORTIONOMITTED AND FILED SEPARATELY WITH THECOMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT]

   SA-206-1162-DME-1274

   Option Aircraft

   SA-216-1167- DME-1339

   Special Matters – Table 14 Aircraft

   SA-21GOT-PA-02910-LA-1209208

   [CONFIDENTIAL PORTION OMITTED AND FILEDSEPARATELY WITH THE COMMISSION PURSUANT TOA REQUEST FOR CONFIDENTIAL TREATMENT]

   SA-21
 iii


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RECORD OF SUPPLEMENTAL AGREEMENTSSA-1

   16

   July

   2004SA-2

   20

   January

   2005SA-3

   07

   March

   2005SA-4

   24

   March

   2005SA-5

   25

   July

   2005SA-6

   26

   August

   2005SA-7

   18

   November

   2005SA-8

   17

   February

   2006SA-9

   13

   March

   2006SA-10

   19

   October

   2006SA-11

   24

   October

   2006SA-12

   28

   February

   2007SA-13

   17

   December

   2007SA-14

   29

   September

   2008SA-15

   30

   April

   2009SA-16

   24

   September

   2009SA-17

   28

   October

   2009SA-18

   08

   July

   2010SA-19

   17

   September

   2010SA-20

   11

   February

   2011SA-21

   01

   October

   2012SA-22

   17

   April

   2013SA-23

   26

   August

   2013SA-24

   24

   November

   2013SA-25

   2

   October

   2015SA-26

   

   

   2015
 iv


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Airframe Model/MTOW:

   737-800

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

   

   Detail Specification:

   

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

   2Q10 External FcstEngine Model/Thrust:

   CFM56-7B27/B1

   

   Airframe Price Base Year/Escalation Formula:

   [CONFIDENTIAL PORTION OMITTED 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):

   

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Aircraft Basic Price (Excluding BFE/SPE):

   

   Base Year Index (CPI):Buyer Furnished Equipment (BFE) Estimate:

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Seller Purchased Equipment (SPE) Estimate:Deposit per Aircraft:

   

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

   

   

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

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

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

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

   [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]1111Total:

   5


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Airframe Model/MTOW:

   737-800

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

   

   Detail Specification:

   

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

   4Q11 External Fcst~4Q11 External Fcst - EnginesEngine Model/Thrust:

   

   CFM56-7B27/B1

   

   Airframe Price Base Year/Escalation Formula:

   [CONFIDENTIAL PORTION OMITTED 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):

   

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

   

   

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

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

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

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

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

   1


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BUYER FURNISHED EQUIPMENT VARIABLES  between  THE BOEING COMPANY  and  GAC INC.   Supplemental Exhibit BFE1 to Purchase Agreement Number 2910     BOEING PROPRIETARY  Page1of10


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BOEING PROPRIETARY
 BUYER FURNISHED EQUIPMENT VARIABLES  relating to  BOEING MODEL 737-8EH AIRCRAFT   This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.   1.Supplier Selection.  Customer will:  1.1       Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:  Galley System                                                 Complete 2005  Galley Inserts                                                  Complete 2005  Seats (passenger)                                             Complete 2005  Cabin Systems Equipment                              Complete 2005  Miscellaneous Emergency Equipment            Complete 2005  Cargo Handling Systems                                ****N/A****    2.On-dock Dates  On or beforeMarch 2005, Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE.  For planning purposes, a preliminary BFE on-dock schedule is set forth in the table below:   BOEING PROPRIETARY Page2of10


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

   Qty

   Seats

   Galleys / Furnishings

   

   Electronics

   

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   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]

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

   

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

   

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

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

   NA

   NA

   NAJune 2006: Early roll out to support flight test r/o 11/7/05; * Emergency floor lighting will be deferred until after flight test. All other cabin lighting and emergency egress lighting will be fully operational per flight test requirements. Estimated deferred on-dock date for floor lighting 2/19/06; * All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 1/9/06   BOEING PROPRIETARY Page3of10


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

   Qty

   Seats

   Galleys / Furnishings

   

   Electronics

   

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes[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]

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

   

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

   

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

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

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA3

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA   BOEING PROPRIETARY Page4of10


---



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

   Qty

   Seats

   Galleys / Furnishings

   

   Electronics

   

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes3

   

   

   

   

   

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA2

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA1

   

   

   NA

   NA

   NA   BOEING PROPRIETARY Page5of10


---



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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

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

   0

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

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

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

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

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

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

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

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA2

   NA

   NA

   NA0

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA2

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA3

   NA

   NA

   NA2

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA
    BOEING PROPRIETARY Page6of10




---



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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes2

   

   

   

   

   

   

   

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA1

   NA

   NA

   NA
    BOEING PROPRIETARY Page7of10




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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes1

   

   

   

   

   

   

   

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA1

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA
       BOEING PROPRIETARY Page8of10




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

   Qty

   Seats

   Galleys / Furnishings

   Antennas & Mounting Equipment

   Avionics

   Cabin Systems Equipment

   Miscellaneous/ Emergency Equipment

   Textiles / Raw Material

   Cargo Systems

   Provision Kits

   Radomes0

   

   

   

   

   

   

   

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA0

   NA

   NA

   NA
       BOEING PROPRIETARY Page9of10




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


BOEING PROPRIETARY Page10of10