Supplemental Agreement No. 8 (SA-8) to Purchase Agreement No. 3158 between The Boeing Company and TAM Linhas Aéreas S.A. Relating to Boeing Model 777 Aircraft
Exhibit 4.34.1
Supplemental Agreement No. 8 (SA-8)
to
Purchase Agreement No. 3158
between
The Boeing Company
and
TAM Linhas Aéreas S.A.
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of _____________, 2015, by and between THE BOEING COMPANY (Boeing) and TAM Linhas Aéreas S.A. (Customer);
WHEREAS, Boeing and Customer entered into Purchase Agreement No. 3158 dated February 8, 2007 relating to Boeing Model 777-32WER aircraft (Aircraft) which agreement, including all tables, exhibits, supplemental exhibits and specifications thereto, together with all letter agreements then or thereafter entered into that by their terms constitute part of such purchase agreement as may be amended and supplemented from time to time (the “Purchase Agreement”).
WHEREAS [***];
WHEREAS, [***];
WHEREAS, Boeing and Customer have mutually agreed to amend the Purchase Agreement to incorporate the effect of this and certain other changes.
AGREEMENT
NOW THEREFORE, and in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
| 1. | Revision of Table of Contents and Aircraft Information Table to the Purchase Agreement: |
| 1.1. | Table of Contents. The Table of Contents of the Purchase Agreement is deleted in its entirety and is replaced by the new Table of Contents identified with an SA-8 legend and attached hereto. |
| 1.2. | Tables. “Table 3 to Purchase Agreement No. 3158, Aircraft Delivery, Description, Price and Advance Payments” (Table 3) is deleted in its entirety and the new Table 3 entitled “Table 3 to Purchase Agreement No. PA-3158 Aircraft Delivery, Description, Price and Advance Payments” attached hereto is substituted in lieu thereof to reflect the new delivery positions for the two (2) 777 Freighter delivery positions. |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| 2. | Letter Agreements. |
| 2.1. | [***]. |
| 3. | [***]. |
[***].
| 4. | [***]. |
[***].
EXECUTED IN DUPLICATE as of the day and year first above written.
DATED AS OF this _______day of ________________________ of 2015
| TAM Linhas Aéreas S.A. | THE BOEING COMPANY | |||
| By: | ||||
| By: | [***] | |||
| (Printed or Typed Name) | Its: | [***] | ||
| Its: | ||||
| By: | ||||
| (Printed or Typed Name) | ||||
| Its: | ||||
P.A. No. 3158
TAM
Boeing Proprietary
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
TABLE OF CONTENTS
| Supplemental Agreement Number | |||
| ARTICLES | |||
| 1. | Quantity, Model and Description | ||
| 2. | Delivery Schedule | ||
| 3. | Price | ||
| 4. | Payment | ||
| 5. | Miscellaneous | ||
| TABLE | |||
| 1 | 2008 Delivery Year Aircraft Information Table | XX-0 | |
| 0 | 0000 Xxxxxxxx Year Aircraft Information Table | XX-0 | |
| 0 | 0000 Xxxxxxxx Year Aircraft Information Table | SA-5 | |
| 3 | Table 3 Aircraft | SA-8 | |
| EXHIBIT | |||
| A. | Aircraft Configuration | SA-2 | |
| A-2 | Aircraft Configuration for the 2013 Delivery Year Aircraft | XX-0 | |
| X-0 | Aircraft Configuration for the Table 3 Aircraft | SA-7 | |
| B. | Aircraft Delivery Requirements &Responsibilities | ||
| SUPPLEMENTAL EXHIBITS | |||
| [***] | [***] | ||
| [***] | [***] | [***] | |
| BFE1 | Buyer Furnished Equipment Variables | SA-6 | |
| CS1 | Customer Support Document | ||
| EE1. | Engine Escalation And Engine Warranty | ||
| SLP1. | Service Life Policy Components | ||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| LETTER AGREEMENTS | SA Number | |||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | |||
| [***] | [***] | |||
| [***] | [***] | |||
| 6-1162-AJH-0848 | Customer Directed Seller Purchased Equipment | (LA No. 9) | SA-5 | |
| [***] | [***] | |||
| 6-1162-AJH-0850 | Spare Parts Initial Provisioning | (LA No.11) | ||
| [***] | [***] | |||
| [***] | [***] | |||
| [***] | [***] | |||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
| [***] | [***] | [***] | ||
P.A. No. 3158
TAM
Boeing Proprietary
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Table 3 To
Purchase Agreement No. PA-03158
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: 777-Freighter | [***] | Detail Specification: | [***] | ||
| Engine Model/Thrust: GE90-110B1L | [***] | Airframe Price Base Year/Escalation Formula: | [***] | [***] | |
| Airframe Price: | [***] | Engine Price Base Year/Escalation Formula: | [***] | [***] | |
| Optional Features: | [***] | ||||
| Sub-Total of Airframe and Features: | [***] | Airframe Escalation Data: | |||
| Engine Price (Per Aircraft): | [***] | [***] | [***] | ||
| Aircraft Basic Price (Excluding BFE/SPE): | [***] | [***] | [***] | ||
| Buyer Furnished Equipment (BFE) Estimate: | [***] | ||||
| Seller Purchased Equipment (SPE)/In-Flight Entertainment (IFE)// Estimate: | [***] | ||||
| Deposit per Aircraft: | [***] |
| [***] | [***] | [***] | |||||||
| Delivery | Number of | [***] | [***] | [***] | [***] | [***] | [***] | ||
| Date | Aircraft | [***] | [***] | [***] | [***] | [***] | [***] | ||
| [***] | 1 | [***] | [***] | [***] | [***] | [***] | [***] | ||
| [***] | 1 | [***] | [***] | [***] | [***] | [***] | [***] | ||
| Total: | 2 |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| Boeing Proprietary | Page 1 |
6-1161-DJH-1295R1
TAM Linhas Aéreas X.X.
Xxx General Pantaleão Teles, 210
Sao Paulo - SP
00000-000
Xxxxxx
| Subject: | 777F Aircraft Model Substitution Rights |
| Reference: | Purchase Agreement No. PA-3158 (Purchase Agreement) between The Boeing Company (Boeing) and TAM Linhas Aereas S.A. (Customer) relating to Model 777 aircraft (777F 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. | Customer’s Written Notice. |
[***].
| 2. | Boeing’s Production Capability. |
| 2.1 | [***]. |
| 2.2 | [***]. |
| 2.3 | [***]. |
| 3. | [***]. |
[***].
| 4. | [***]. |
[***].
| 5. | [***]. |
| 5.1 | [***]. |
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
| 5.2 | [***]. |
| 6. | [***]. |
[***].
| 7. | [***]. |
[***].
Very truly yours,
| THE BOEING COMPANY | ||
| By | ||
| Its | [***] | |
| ACCEPTED AND AGREED TO this | ||
| Date: | ||
| TAM Linhas Aéreas S.A. | ||
| By | ||
| Its | ||
| TAM Linhas Aéreas S.A. | ||
| By | ||
| Its | ||
“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
