exhibit04_03.htm - Generated by SEC Publisher for SEC Filing



EXHIBIT
4.3


 


INFORMATION
IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED
PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH
(I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE
REGISTRANT IF PUBLICLY DISCLOSED


 


SIXTH AMENDMENT TO THE PROMISSORY AGREEMENT
FOR PURCHASE AND SALE AND OTHER COVENANTS entered into by and between:


 


PETROBRAS DISTRIBUIDORA S.A.,
headquartered at Rua Correia Vasques, 250 – 6th floor, in the City
of Rio de Janeiro, enrolled with the Brazilian Corporate Taxpayer Registry
under No. CNPJ 34.274.233/0001-02, herein represented, according to its
Articles of Association, by its Executive Manager for Aviation Products, Mrs.
Érica Saião Caputo and by its Marketing Manager for Air Companies, Mr. Julio
Cesar Abrahão, hereinafter referred to as “BR” and, on the other side:


 


GOL LINHAS AÉREAS S.A.
(previously named VRG Linhas Aéreas S.A.), a corporation organized and existing
under the laws of Brazil, headquartered at Praça Senador Salgado Filho, s/n,
Aeroporto Santos Dumont, Térreo, Área Pública, entre os eixos 46-48/O-P, Sala
Gerência - Back Office, CEP 20021-340, City and State of Rio de Janeiro,
enrolled with the Brazilian Corporate Taxpayer Registry under No. CNPJ/MF
07.575.651/0001-59 and branch office at Praça Comandante Lineu Gomes, s/n,
Portaria 3, Aeroporto, CEP 04626-020, City and State of São Paulo, enrolled
with the Brazilian Corporate Taxpayer Registry under No. CNPJ/MF 07.575.651/0004-00i,
herein represented by its directors duly elected at the shareholders' general
meeting, hereinafter referred to as the “PROMISING PURCHASER” and/or “GOL”,
have mutually agreed to enter into this Amendment, which shall be governed
according to the following clauses and conditions:


 


Whereas:


(i) BR and the PROMISING PURCHASER
entered into a Promissory Agreement for Purchase and Sale and Other Covenants
(the “Agreement”) on July 28, 2015, covering the supply of aviation kerosene
(JET A-1) by BR for a period of thirty-six (36) months, to become retroactively
effective as of January 1, 2015 until January 1, 2019;


 


(ii) The Parties entered into the 1st
Amendment to the Agreement on January 15, 2016 in order to: (i) amend Clause
1.1 of the Agreement; (ii) fully delete Clauses 1.1.1 and 1.1.2; (iii) amend
Clause 1.3 of the Agreement; (iv) include Clauses 1.5 1 1.6; (v) amend Clause
2.3.7 of the Agreement; (vi) fully delete Clauses 2.1.1 and 2.3.2 and, as a
result, renumber Clauses 2.3.3 to 2.3.7 of the Agreement; (vii) amend the
payment term to ten years plus 20 days (average term of 25 days), amending this
Clause 4.1; and (viii) delete Clause 8.1.1 and amend Clause 8.1.2;


 


(iii) The Parties entered into the 2nd
Amendment to the Agreement on April 20, 2016, in which they amended Clause 1.1
and changed the period for average selling price of the U.S. Dollar for conversion
purposes into Reais of the value per liter of the aviation kerosene, thus
changing Clause 3.2.2 of the Agreement;


 


(iv) The Parties entered into the 3rd
Amendment to the Agreement on August 16, 2016, in order to change the amounts
of the “Differential” and “BR Percentage” shown on the table of Annex I for
Brasilia (BSB) base;


 


(v) The Parties entered into the 4th
Amendment to the Agreement on October 6, 2016, in order to establish the conditions
of parameterization for tax benefits in some Brazilian States granting the
reduction of the tax basis/rate in the internal sales of QAV (Special Taxation
System), made by fuel distribution companies intended for the consumption of
cargo or passenger air carriers.


 


The Parties entered into the 5th
Amendment to the Agreement on December 27, 2018, in order to establish the
Differential and BR Percentage table, SLA, Table of Financial Charges, without
limitation thereto;


 





 

(vi) The Parties
intend to establish new provisions to the Agreement, with respect to Annex II –
SLA – BR, entered herein by operation of the 5th Amendment to the
Agreement;


 


The Parties mutually resolve to enter into
this 6th Amendment to the Agreement, which shall be governed by the
following clauses and conditions:


 


CLAUSE ONE: PURPOSE


 


1.              
The
purpose to this 6th Amendment to the Agreement is to agree on new
premises for the following indexes of SLA – Annex II to the 5th
Amendment to the Agreement:


 


1.2.
TIMELINESS.


 


1.2.1. It
is hereby agreed the 6-month grace period for the enforcement of the SLA, as
from the date of execution to the 5th Amendment to the Agreement.


 


1.2.2. It
is hereby agreed the [***] limit for the enforcement of penalty due to the
failure to achieve this index.


 


1.3.
COMPLIANCE WITH AUDIT REQUIREMENTS


 


1.3.1.   SLA
shall be, for this index, only enforceable to the audits carried out by GOL.


 


1.4.
SHORTAGE OF SUPPLY


 


1.4.1.
This clause shall become effective as soon as the Parties set out and approve
the calculation and reimbursement criterion of the losses caused by the
shortage of supply.


 


CLAUSE TWO: MISCELLANEOUS


 


2.1.          
The
Parties declare that this amendment represents the free statement of will of
the Parties, prevailing over any written or verbal negotiations previously held
between the Parties as for the purpose of the agreement under this amendment.


 


2.2.          
The
Parties hereto expressly ratify all the clauses and conditions to the agreement
under amendment that have not been amended herein.


 


In witness whereof, the Parties execute this
instrument in three (3) counterparts, in the presence of the two undersigned
witnesses.


 


 


São
Paulo, June 6, 2019.


 


 


____________________________________________________________


PETROBRAS
DISTRIBUIDORA S.A.


Name: 


Title: 


 


 


____________________________________________________________


GOL LINHAS AÉREAS


Name: 


Title: 


 


 





 





 

SEVENTH AMENDMENT TO
THE PROMISSORY AGREEMENT FOR PURCHASE AND SALE AND OTHER COVENANTS entered into
by and between:


 


PETROBRAS DISTRIBUIDORA S.A.,
headquartered at Rua Correia Vasques, 250 – 6th floor, in the City
of Rio de Janeiro, enrolled with the Brazilian Corporate Taxpayer Registry
under No. CNPJ 34.274.233/0001-02, herein represented, according to its
Articles of Association, by its Executive Manager for Aviation Products, Mrs.
Érica Saião Caputo and by its Marketing Manager for Air Companies, Mr. Julio
Cesar Abrahão, hereinafter referred to as “BR” and, on the other side:


 


GOL LINHAS AÉREAS S.A.
(previously named VRG Linhas Aéreas S.A.), a corporation organized and existing
under the laws of Brazil, headquartered at Praça Senador Salgado Filho, s/n,
Aeroporto Santos Dumont, Térreo, Área Pública, entre os eixos 46-48/O-P, Sala
Gerência - Back Office, CEP 20021-340, City and State of Rio de Janeiro,
enrolled with the Brazilian Corporate Taxpayer Registry under No. CNPJ/MF
07.575.651/0001-59 and branch office at Praça Comandante Lineu Gomes, s/n,
Portaria 3, Aeroporto, CEP 04626-020, City and State of São Paulo, enrolled
with the Brazilian Corporate Taxpayer Registry under No. CNPJ/MF 07.575.651/0004-00i,
herein represented by its directors duly elected at the shareholders' general
meeting, hereinafter referred to as the “PROMISING PURCHASER” and/or “GOL”,
have mutually agreed to enter into this Amendment, which shall be governed
according to the following clauses and conditions:


 


Whereas:


(i) BR and the PROMISING PURCHASER
entered into a Promissory Agreement for Purchase and Sale and Other Covenants
(the “Agreement”) on July 28, 2015, covering the supply of aviation kerosene
(JET A-1) by BR for a period of thirty-six (36) months, to become retroactively
effective as of January 1, 2015 and until January 1, 2019;


 


(ii) The Parties entered into the 1st
Amendment to the Agreement on January 15, 2016 in order to: (i) amend Clause
1.1 of the Agreement; (ii) fully delete Clauses 1.1.1 and 1.1.2; (iii) amend
Clause 1.3 of the Agreement; (iv) include Clauses 1.5 1 1.6; (v) amend Clause
2.3.7 of the Agreement; (vi) fully delete Clauses 2.1.1 and 2.3.2 and, as a
result, renumber Clauses 2.3.3 to 2.3.7 of the Agreement; (vii) amend the
payment term to ten years plus 20 days (average term of 25 days), amending this
Clause 4.1; and (viii) delete Clause 8.1.1 and amend Clause 8.1.2;


 


(iii) The Parties entered into the 2nd
Amendment to the Agreement on April 20, 2016, in which they amended Clause 1.1
and changed the period for average selling price of the U.S. Dollar for conversion
purposes into Reais of the value per liter of the aviation kerosene, thus
changing Clause 3.2.2 of the Agreement;


 


(iv) The Parties entered into the 3rd
Amendment to the Agreement on August 16, 2016, in order to change the amounts
of the “Differential” and “BR Percentage” shown on the table of Annex I for
Brasilia (BSB) base;


 


(v) The Parties entered into the 4th
Amendment to the Agreement on October 6, 2016, in order to establish the conditions
of parameterization for tax benefits in some Brazilian States granting the
reduction of the tax basis/rate in the internal sales of QAV (Special Taxation
System), made by fuel distribution companies intended for the consumption of
cargo or passenger air carriers.


 


(vi) The Parties entered into the 5th
Amendment to the Agreement on December 27, 2018, in order to establish the
Differential and BR Percentage table, SLA, Table of Financial Charges, without
limitation thereto;


 


(vii) The Parties entered into the 6th
Amendment to the Agreement on June 6, 2019, in order to establish new
provisions to the Agreement, with respect to Annex II – SLA – BR, entered
herein by operation of the 5th Amendment to the Agreement;


 


(viii) The Parties intend to include new
bases of the PROMISING PURCHASER to the Agreement;


 





 

The Parties mutually
resolve to enter into this 7th Amendment to the Agreement (“7th
Amendment to the Agreement”), which shall be governed by the following clauses
and conditions:


 


CLAUSE ONE: PURPOSE


 


1.1.      The purpose of this 7th
Amendment to the Agreement is to include the following conditions to the
Agreement:


 


1.1.1. The
Parties resolve to include the SINOP (OPS) and Vitória da Conquista (VDC)
bases, for which BR shall distribute Aviation Kerosene as set forth in the
Agreement.


 


1.1.1.1.
In virtue of the inclusion of new bases, the table in Annex I shall be included
with the following information: 


 


	
  Base (IATA)

  	
  Monthly Volume (L)

  	
  Annual Volume (L)

  	
  BR Percentage (%)

  	
  Fixed differential 

  BRL/liter

   

  Jan/2019 Base

   

  
	
  OPS

  	
  [***]

  	
  [***]

  	
  [***]

  	
  [***]

  
	
  VDC

  	
  [***]

  	
  [***]

  	
  [***]

  	
  [***]

  




 


1.1.2. The
Parties further decide to include the São José dos Campos (SJK) base, which
shall be only used as an alternate base of the PROMISING PURCHASER.


 


1.1.2.1. Due
to the SJK base being only an alternate route of the PROMISING PURCHASER, there
shall be no volume compromise and BR undertakes to supply fuel in the same
quality to be supplied to the other bases.


 


CLAUSE TWO: MISCELLANEOUS


 


2.1.          
The
Parties declare that this 7th Amendment to the Agreement represents
the free statement of will of the Parties, prevailing over any written or
verbal negotiations previously held between the Parties.


 


2.2.          
The
Parties hereto expressly ratify all the clauses and conditions to the agreement
under amendment that have not been amended herein.


 


In witness whereof, the Parties execute this
instrument in three (3) counterparts, in the presence of the two undersigned
witnesses.


 


 


São
Paulo, June 12, 2019.


 


 


____________________________________________________________


PETROBRAS
DISTRIBUIDORA S.A.


Name: 


Title: 


 


 


 


 


____________________________________________________________


GOL LINHAS AÉREAS


Name: 


Title: 


 


 





 

 


 


EIGHTH AMENDMENT TO THE PROMISSORY AGREEMENT
FOR PURCHASE AND SALE AND OTHER COVENANTS entered into by and between:


 


PETROBRAS DISTRIBUIDORA S.A.,
headquartered at Rua Correia Vasques, 250 – 6th floor, in the City
of Rio de Janeiro, enrolled with the Brazilian Corporate Taxpayer Registry
under No. CNPJ 34.274.233/0001-02, herein represented, according to its
Articles of Association, by its Executive Manager for Aviation Products, Mrs.
Érica Saião Caputo and by its Marketing Manager for Air Companies, Mr. Julio
Cesar Abrahão, hereinafter referred to as “BR” and, on the other side:


 


GOL LINHAS AÉREAS S.A.
(previously named VRG Linhas Aéreas S.A.), a corporation organized and existing
under the laws of Brazil, headquartered at Praça Senador Salgado Filho, s/n,
Aeroporto Santos Dumont, Térreo, Área Pública, entre os eixos 46-48/O-P, Sala
Gerência - Back Office, CEP 20021-340, City and State of Rio de Janeiro,
enrolled with the Brazilian Corporate Taxpayer Register under No. CNPJ/MF
07.575.651/0001-59 and branch office at Praça Comandante Lineu Gomes, s/n,
Portaria 3, Aeroporto, CEP 04626-020, City and State of São Paulo, enrolled
with the Brazilian Corporate Taxpayer Register under No. CNPJ/MF 07.575.651/0004-00i,
herein represented by its directors duly elected at the shareholders' general
meeting, hereinafter referred to as the “PROMISING PURCHASER” and/or “GOL”,
have mutually agreed to enter into this Amendment, which shall be governed
according to the following clauses and conditions:


 


Whereas:


(i) BR and the PROMISING PURCHASER
entered into a Promissory Agreement for Purchase and Sale and Other Covenants
(the “Agreement”) on July 28, 2015, covering the supply of aviation kerosene
(JET A-1) by BR for a period of 36 (thirty-six) months, to become retroactively
effective as of January 1, 2015 until January 1, 2019;


 


(ii) The Parties entered into the 1st
Amendment to the Agreement on January 15, 2016 in order to: (i) amend Clause
1.1 of the Agreement; (ii) fully delete Clauses 1.1.1 and 1.1.2; (iii) amend
Clause 1.3 of the Agreement; (iv) include Clauses 1.5 1 1.6; (v) amend Clause
2.3.7 of the Agreement; (vi) fully delete Clauses 2.1.1 and 2.3.2 and, as a
result, renumber Clauses 2.3.3 to 2.3.7 of the Agreement; (vii) amend the
payment term to ten years plus 20 days (average term of 25 days), amending this
Clause 4.1; and (viii) delete Clause 8.1.1 and amend Clause 8.1.2;


 


(iii) The Parties entered into the 2nd
Amendment to the Agreement on April 20, 2016, in which they amended Clause 1.1
and changed the period for average selling price of the U.S. Dollar for
conversion purposes into Reais of the value per liter of the aviation kerosene,
thus changing Clause 3.2.2 of the Agreement;


 


(iv) The Parties entered into the 3rd
Amendment to the Agreement on August 16, 2016, in order to change the amounts
of the “Differential” and “BR Percentage” shown on the table of Annex I for
Brasilia (BSB) base;


 


(v) The Parties entered into the 4th
Amendment to the Agreement on October 6, 2016, in order to establish the
conditions of parameterization for tax benefits in some Brazilian States
granting the reduction of the tax basis/rate in the internal sales of QAV
(Special Taxation System), made by fuel distribution companies intended for the
consumption of cargo or passenger air carriers.


 


(vi) The Parties entered into the 5th
Amendment to the Agreement on December 27, 2018, in order to establish the
Differential and BR Percentage table, SLA, Table of Financial Charges, without
limitation thereto;


 


(vii) The Parties entered into the 6th
Amendment to the Agreement on June 06, 2019, in order to establish new
provisions to the Agreement, with respect to Annex II – SLA – BR, entered
herein by operation of the 5th Amendment to the Agreement;


 





 

  



(viii) The Parties entered into the 7th Amendment to the Agreement on June 12, 2019, in order to include new bases into Annex I – SINOP (OPS) and Vitória da Conquista (VDC);


 


(ix) The Parties intend to include new bases of the PROMISING PURCHASER to the Agreement;


 


The Parties mutually resolve to enter into this 8th Amendment to the Agreement (“8th Amendment to the Agreement”), which shall be governed by the following clauses and conditions:


 


CLAUSE ONE: PURPOSE


 


1.1.      The purpose of this 8th Amendment to the Agreement is to include the following conditions to the Agreement:


 


1.1.1. The Parties resolve to include the following bases, for which BR shall distribute Aviation Kerosene as set forth in the Agreement:


 


            - Araçatuba (ARU);


            - Dourados (DOU).


 


1.1.1.1. Due to the inclusion of new bases, the table in Annex I shall be included with the following information: 


 




	

   Base (IATA)
	

   Monthly Volume (L)
	

   Annual Volume (L)
	

   BR Percentage (%)
	

   Fixed differential 
BRL/liter


    


   Jan/2019 Base


    

	

   ARU
	

   [***]
	

   [***]
	

   [***]
	

   [***]

	

   DOU
	

   [***]
	

   [***]
	

   [***]
	

   [***]





 


 


CLAUSE TWO: MISCELLANEOUS


 


2.1.           The Parties declare that this 8th Amendment to the Agreement represents the free statement of will of the Parties, prevailing over any written or verbal negotiations previously held between the Parties.


 


2.2.           The Parties hereto expressly ratify all the clauses and conditions to the agreement under amendment that have not been amended herein.


 


In witness whereof, the Parties execute this instrument in three (3) counterparts, in the presence of the two undersigned witnesses.


 


 


São Paulo, July 18, 2019.


 


 


____________________________________________________________


PETROBRAS DISTRIBUIDORA S.A.


Name: 


Title: 


 


 


 


 


____________________________________________________________


GOL LINHAS AÉREAS


Name: 


Title: