SUPPLEMENTAL AGREEMENT NO. 14 to Purchase Agreement No. 2910 between THE BOEING COMPANY and GAC INC. Relating to Boeing Model 737-8EH Aircraft
Exhibit 10.26
SUPPLEMENTAL AGREEMENT NO. 14
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 29th day of September 2008, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GAC INC., a company organized under the laws of the Cayman Islands (Buyer);
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; and
WHEREAS, Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement, and
WHEREAS, Boeing and Buyer have agreed to amend the Agreement in order to incorporate the additional new Exhibit A3 aircraft configuration documentation that will apply to model 737-700 aircraft that may be added to this Agreement in substitution for earlier firm contracted model 737-800 aircraft.
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, the Table of Contents with a new Table of Contents (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 14 (SA-14) into the Purchase Agreement.
2. Tables.
2.1 Remove and replace Table 4 with the new Table 4 (attached hereto) in order to reflect the deletion of the July 2009 model 737-800 aircraft.
2.2 Add the new Table 7 (attached hereto) in order to reflect Buyer's decision to substitute a July 2009 model 737-700 in lieu of an earlier firm contracted July 2009 model 737-800 aircraft.
3. Exhibits.
3.1 Add the new Exhibit A3, Aircraft Configuration (GOT 737-700), which Buyer has approved and agrees will apply to any model 737-800 aircraft that is to become a model 737-700 under the terms and conditions of Letter Agreement No. 6-1162- DME-1106R1, Aircraft Model Substitution.
4. Letter Agreements.
4.1 Remove and replace page 11 of the Letter Agreement no. 6-1162-DME-0824R2, Special Matters, with the new page 11 (attached hereto) in order to clarify Item 14(c) addressing the Special Boeing Allowance to be provided to Buyer per the terms and conditions described therein.
4.2 Remove and replace page 1, page 2, and page 3 of the Letter Agreement No. 6-1162-DME-1104, Banded Fixed Escalation Program, with the new page 1, page 2, and page 3, (attached hereto) to reflect the Buyer's decision and provision to Boeing of written notification that the applicability of the terms and conditions of this letter agreement will be for the Table 5 and Table 6 aircraft only.
4.3 Add the new Letter Agreement No. 6-1162-DME-1106R1, Aircraft Model Substitution, (attached hereto) with its expanded applicability to now also include Buyer's ability to make substitution of an Aircraft to become an (a) Varig configuration model 737-800 aircraft, a (b) Varig configuration model 737-700 aircraft, or a (c) GOL configuration model 737-700 aircraft.
4.4 incorporate, by reference, the previously agreed upon stand-alone Letter Agreement No. 6-1162-DME-1111R1, SA-13 – Delayed Advance Payment due upon Execution, dated 21 December 2007, relating to the non-refundable nature of and delayed receipt by Boeing of certain advance payment amounts.
Boeing's labor contract renewal date with its principal employee union expired at midnight on September 3, 2008. After a 48 hour mediation effort, the IAM initiated a strike on September 6, 2008. (IAM Action) The Customer acknowledges that (i) the obligations of Boeing described in this Supplemental Agreement are premised upon Boeing's manufacturing capability prior to the IAM Action; and (ii) delay in the performance of any obligation of Boeing under this Purchase Agreement resulting from such a strike or labor action is an excusable delay under the provisions of Article 7 of the AGTA.
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 /s/ [Unreadable]
Its Attorney-In-Fact
GAC INC.
By /s/ Xxxxxxxx Xxxxxxxxxxx Witness /s/ Xxxx Xxxxxxx Xxxxxxxxxxx
Its Henrique Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxxxxx
Diretora de Tesouraria
| TABLE OF CONTENTS | ||||
| SUPPLEMENTAL AGREEMENT NUMBER |
||||
| ARTICLES | ||||
| 1. | Quantity, Model and Description | |||
| 2. | Delivery Schedule | |||
| 3. | Price | |||
| 4. | Payment | |||
| 5. | Miscellaneous | |||
| TABLE | ||||
| 1. | Aircraft Information Table 1 (Block 1 aircraft) | SA-13 | ||
| 2. | Aircraft Information Table 2 (Block 2 aircraft) | SA-12 | ||
| 3. | Aircraft Information Table 3 (Block 3 aircraft) | SA-11 | ||
| 4. | Aircraft Information Table 4 (Block 4 aircraft) | SA-14 | ||
| 5. | Aircraft Information Table 5 (Block 5 aircraft) | SA-13 | ||
| 6. | Aircraft Information Table 6 (Block 6 aircraft) | SA-13 | ||
| 7. | Aircraft Information Table 7 (Block 7 aircraft) | SA-14 | ||
| EXHIBIT | ||||
| A. | Aircraft Configuration (GOT 737-800) | XX-0 | ||
| X0. | Aircraft Configuration (GOT 737-800 w/O/H stowage) | SA-10 | ||
| A3. | Aircraft Configuration (GOT 737-700) | SA-14 | ||
| B. | Aircraft Delivery Requirements and Responsibilities | |||
| SUPPLEMENTAL EXHIBITS | ||||
| AEI . | Escalation Adjustment/Airframe and Optional Features | SA-5 | ||
| BFE1. | BFE Variables | SA-13 | ||
| CS1. | Customer Support Variables | |||
| EEl. | Engine Escalation/Engine Warranty and Patent Indemnity | |||
| SLP1. | Service Life Policy Components | |||
| SUPPLEMENTAL AGREEMENT NUMBER |
||||
| LETTER AGREEMENTS | ||||
| 2910-01 | Customer Software | |||
| 2910-02 | Spares – Flight Crew Training Spare Parts Support | |||
| 2910-03 | Spares – Initial Provisioning | |||
| 6-1162-DME-0706R4 | Purchase Rights | SA-13 | ||
| 6-1162-DME-0707R1 | Advance Payment Matters | SA-13 | ||
| 6-1162-DME-0708 | Technical Matters | |||
| 6-1162-DME-0710 | Performance Guarantees | SA-10 | ||
| 6-1162-DME-0711 | Promotional Support | |||
| 6-1162-DME-0712 | Special Matters | SA-5 | ||
| 6-1162-DME-0713 | Tailored Weight Program | |||
| 6-1162-DME-0714 | Demonstration Flight Waiver | |||
| 6-1162-DME-0824R2 | Special Matters | SA-14 | ||
| 6-1162-DME-0825 | Market Risk - Escalation | SA-10 | ||
| 6-1162-DME-0841 | Certain 2006 Aircraft Deliveries - Advance Payment Matters | SA-7 | ||
| 6-1162-DME-0867 | Short-Term Payment Deferral - Signing of SA-7 | SA-7 | ||
| 6-1162-DME-1104 | Banded Fixed Escalation Program | SA-14 | ||
| 6-1162-DME-1106R1 | Aircraft Model Substitution | SA-14 | ||
| 6-1162-DME-1107 | Promotional Support Agreement - Varig | SA-13 | ||
| 6-1162-DME-1111R1 | SA-13 - Delayed Advance Payment Due Upon Execution | SA-14 | ||
| RECORD OF SUPPLEMENTAL AGREEMENTS | |||
| SA-1 | 16 |
July | 2004 |
| SA-2 | 20 |
January | 2005 |
| SA-3 | 07 |
March | 2005 |
| XX-0 | 00 |
Xxxxx | 0000 |
| SA-5 | 25 |
July | 2005 |
| SA-6 | 26 |
August | 2005 |
| SA-7 | 18 |
November | 2005 |
| SA-8 | 17 |
February | 2006 |
| XX-0 | 00 |
Xxxxx | 0000 |
| SA-10 | 19 |
October | 2006 |
| SA-11 | 24 |
October | 2006 |
| SA-12 | 28 |
February | 2007 |
| SA-13 | 17 |
December | 2007 |
| SA-14 | ________ |
________ | 2008 |
Supplemental. Agreement No. SA-14
Table 4 to Purchase Agreement No. 2910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | 155.500 | Detail Specification: | D019A001GOT38P (6/21/2006) | ||||||
| Engine Model/Thrust: | CFM56-7B27/B1 | Airframe Price Base Year/Escalation Formula: | jul/06 | ECI-MFG/CPI | ||||||
| Airframe Price: | $64.491.000 | Engine Price Base Year/Escalation Formula: | N/A | N/A | ||||||
| Optional Features: | $672.500 | |||||||||
| Sub-Total of Airframe and Features: | $65.163.500 | Airframe Escalation Data: | ||||||||
| Engine Price (Per Aircraft): | $0 | Base Year Index (ECI): | 180,3 | |||||||
| Aircraft Basic Price (Excluding BFE/SPE): | $65.163.500 | Base Year Index (CPI): | 195,4 | |||||||
| Buyer Furnished Equipment (BFE) Estimate: | $1.418.000 | |||||||||
| Seller Purchased Equipment (SPE) Estimate: | $0 | |||||||||
| Refundable Deposit/Aircraft at Proposal Accept: | $100.000 | |||||||||
| Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
At Signing 1% |
24 Mos, 4% |
21/18/12/9/6 Mos. 5% |
Total 30% | ||
| set-2009 | 1 | 1.0896 | $71,002,000 | $610,020 | $2,840,080 | $3,550,100 | $21,300,600 | ||
| out-2009 | 1 | 1.0918 | $71,146,000 | $611,460 | $2,845,840 | $3,557,300 | $21,343,800 | ||
| nov-2009 | 1 | 1.0939 | $71,282,000 | $612,820 | $2,851,280 | $3,564,100 | $21,384,600 | ||
| dez-2009 | 1 | 1.0971 | $71,491,000 | $614,910 | $2,859,640 | $3,574,550 | $21,447,300 | ||
| jan-2009 | 1 | 1.1004 | $71,706,000 | $617,060 | $2,868,240 | $3,585,300 | $21,511,800 | ||
| mai-2009 | 2 | 1.111 | $72,397,000 | $623,970 | $2,895,880 | $3,619,850 | $21,719,100 | ||
| jun-2009 | 2 | 1.1136 | $72,566,000 | $625,660 | $2,902,640 | $3,628,300 | $21,769,800 | ||
| jul-2009 | 2 | 1.1158 | $72,709,000 | $627,090 | $2,908,360 | $3,635,450 | $21,812,700 | ||
| abr-2009 | 1 | 1.1404 | $74,312,000 | $643,120 | $2,972,480 | $3,715,600 | $22,293,600 | ||
| jun-2009 | 1 | 1.1456 | $74,651,000 | $646,510 | $2,986,040 | $3,732,550 | $22,395,300 | ||
| out-2009 | 1 | 1.1556 | $75,303,000 | $653,030 | $3,012,120 | $3,765,150 | $22,590,900 | ||
| fev-2009 | 1 | 1.168 | $76,111,000 | $661,110 | $3,044,440 | $3,805,550 | $22,833,300 | ||
Page 1
Supplemental Agreement No. SA-14 Table 4 to
Purchase Agreement No. 2910
Aircraft Delivery, Description, Price and Advance Payments
| Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
At Signing 1% |
24 Mos. 4% |
21/18/12/9/6 Mos. 5% |
Total 30% |
||
| mar-2012 | 1 | 1.1707 | $76,287,000 | $662,870 | $3,051,480 | $3,814,350 | $22,886,100 | ||
| abr-2012 | 1 | 1.1739 | $76,495,000 | $664,950 | $3,059,800 | $3,824,750 | $22,948,500 | ||
| mai-2012 | 1 | 1.1766 | $76,671,000 | $666,710 | $3,066,840 | $3,833,550 | $23,001,300 | ||
| jun-2012 | 1 | 1.1792 | $76,841,000 | $668,410 | $3,073,640 | $3,842,050 | $23,052,300 | ||
| Total: | 19 |
Page 2
Supplemental Agreement SA-14
Table 7 to Purchase Agreement No. 2910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-700 | 133.000 | ||||||||
| Detail Specification: | D019A001-K (3/2/2007) | |||||||||
| Engine Model/Thrust: | CFM56-7B22 | |||||||||
| Airframe Price Base Year/Escalation Formula: | ju1/06 | ECI-MFG/CPI | ||||||||
| Airframe Price: | $52.361.000 | Engine Price Base Year/Escalation Formula: | N/A | N/A | ||||||
| Optional Features: | $733.400 | |||||||||
| Sub-Total of Airframe and Features: | $53.094.400 | Airframe Escalation Data: | ||||||||
| Engine Price (Per Aircraft): | $0 | Base Year Index (ECI): | 180,3 | |||||||
| Aircraft Basic Price (Excluding BFE/SPE): | $53.094.400 | Base Year Index (CPI): | 195,4 | |||||||
| Buyer Furnished Equipment (BFE) Estimate: | $1.325.000 | |||||||||
| Seller Purchased Equipment (SPE) Estimate: | $0 | |||||||||
| Refundable Deposit/Aircraft at Proposal Accept: | $95.000 | |||||||||
| Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
At Signing 1% |
24 Mos. 4% |
21/18/12/9/6 Mos. 5% |
Total 30% |
||
| jul-2009 | 1 | 1.0763 | $57,146,000 | $476,460 | $2,285,840 | $2,857,300 | $17,143,800 | ||
| Total: | 1 |
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
GAC INC.
Exhibit A3 to Purchase Agreement Number 2910
relating to
BOEING MODEL 737-7EH AIRCRAFT
(GOT 737-700)
A3
Exhibit A3 to
Purchase Agreement No. 2910
AIRCRAFT CONFIGURATION
Dated: __August 2008
relating to
BOEING MODEL 737-7EH AIRCRAFT
(GOT 737-700)
The Detail Specification is D019A001GOT37P-1, dated TBD*. Such Detail Specification will be comprised of Boeing Configuration Specification No. D019A001-K, dated 02 March 2007 as amended to incorporate the Options listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019A001GOT37P-1. As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
* Detail Specification D019A001GOT37P-1 expected availability 01 December 2008
A3
| Exhibit A3-R1_737-700_SA-14 | BOEING PROPRIETARY | 9/10/2008-18:27 |
| CR | Exhibit A3-R1 to Purchase Agreement 2910 GOT 737-700 Title |
2006 $ Price Per A/C |
| 0110-000026 | MINOR MODEL 737-700 PASSENGER AIRPLANE | IB |
| 0110-000030 | MAJOR MODEL 737 AIRPLANE | IB |
| 0170A213B33 | FLIGHT DECK - 2 OBSERVERS | $33,900 |
| 0170A244C58 | SERVICING FEATURES - BASIC | -$3,200 |
| 0170A425A75 | AVIONICS - SINGLE FMC WITH MULTI-CONTROL DISPLAY UNIT | $61,300 |
| 0170A541A14 | AIRFRAME - 737-700 | IB |
| 0170B401A73 | CLIMATE - NORMAL WEATHER OPERATIONS | -$3,200 |
| 0170B871A29 | LAVATORY AFT COMPLEX - TWO LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS | $339,000 |
| 0170B871A31 | GALLEY AFT COMPLEX - G4B GALLEY - DOMED AFT BULKHEAD (BASELINE) | $78,300 |
| 0170B871A35 | FORWARD COMPLEX - MINIMUM GALLEY CAPACITY | $256,700 |
| 0170C204A96 | CARGO LINERS- HEAVY DUTY - FORWARD | -$3,200 |
| 0170C204A99 | CARGO LINERS- HEAVY DUTY- AFT | -$3,200 |
| 0170C221A13 | CERTIFICATION - BASIC | IB |
| 0170C939A02 | COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF | $163,300 |
| 0220CO28L22 | TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - 737-700 - GOT | NC |
| 0224-000036 | EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS) | $10,100 |
| 0228A086A39 | AIRPLANE FLIGHT MANUALS - REVISION - TO IMPROVE LANDING PERFORMANCE OF AIRCRAFT ON WET GROOVED OR POROUS FRICTION COARSE RUNWAYS. | $3,600 |
| 0228A229A17 | BRAZILIAN CTA SUPPLEMENT TO THE FAA APPROVED AIRPLANE FLIGHT MANUAL | NC |
| 0228B393A68 | AIRPLANE FLIGHT MANUAL | NC |
| 0252B299A36 | INSTRUMENTATION, AIRPLANE AND FUEL MEASURING STICK MANUALS IN METRIC UNITS - TEMPERATURE IN DEGREES CELSIUS | NC |
| 0315B393A65 | CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 737-700 | NC |
| 0351C028L25 | TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS | $15,400 |
| 1110C724Y99 | EXTERIOR NON-REGULATORY MARKINGS | NC |
| 1110C724Z00 | EXTERIOR REGULATORY MARKINGS AND COLOR SCHEME | NC |
| 1130B637X54 | LOWER LOBE CARGO COMPARTMENT LOADING PLACARDS - BILINGUAL - POUNDS PER SQUARE FOOT AND KG PER SQUARE METER - (PORTUGUESE/ENGLISH) | NC |
| 1130C724Z04 | LIGHTED SIGNS | NC |
| 1130C724Z06 | INTERIOR PLACARDS AND MARKERS | NC |
| 2130-000010 | 600 FPM CABIN PRESSURE ASCENT RATE | NC |
| 2130-000012 | 350 FPM CABIN PRESSURE DESCENT RATE | NC |
| 2170-000021 | OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS | NC |
| 2210-000003 | AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE | NC |
| 2210-000121 | AUTOFLIGHT - ACTIVATION OF CONTROL WHEEL STEERING REVERSION IN APPROACH MODE | NC |
| 2210-000123 | AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE WINGS LEVEL | NC |
| 2210-000128 | AUTOFLIGHT - CONTROL WHEEL STEERING WARNING | NC |
| 2210-000130 | AUTOFLIGHT - AIRSPEED DEVIATION WARNING | NC |
| 2210-000142 | AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET | NC |
| 2230-000137 | AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION XXXXXXXX | XX |
| 0000X000X00 | COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE | NC |
| 2311A589A21 | HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE HONEYWELL INTERNATIONAL INC. HF TRANSCEIVER - P/N 000-0000-000 - AND DIGITAL HF COUPLER - P/N 000-0000-000 - BFE/SPE | NC |
| 2312-000427 | VHF COMMUNICATIONS - SYSTEM INSTALLATION OF DUAL ALLIEDSIGNAL RTA-44D FM-IMMUNE ARINC 716/750 TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING AND CMC INTERFACE CAPABILITY - 000-00000-0000 - BFE/SPE | NC |
| 2321-000047 | SELCAL - GABLES CONTROL PANEL - P/N G7165-01 | NC |
| 2321-000050 | SELCAL - AVTECH FIVE CHANNEL DECODER - P/N 1200008-000 - BFE/SPE | NC |
| 2324A632A76 | EMERGENCY LOCATOR TRANSMITTER (ELT) - HONEYWELL 3-FREQUENCY AUTOMATIC FIXED, P/N 1152682-1 - BFE | $23,700 |
| 2331B754B15 | PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - ROCKWELL XXXXXXX AMPLIFIER - BFE/SPE | NC |
| 2331B754B21 | PRAM/BMM SYSTEM - PANASONIC - 80MB - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE | NC |
BOEING PROPRIETARY
Page 1
| Exhibit A3-R1_737-700_SA-14 | BOEING PROPRIETARY | 9/10/2008-18:27 |
| CR | Exhibit A3-R1 to Purchase Agreement 2910 GOT 737-700 Title |
2006 $ Price Per A/C |
| 2350C174A16 | AUDIO CONTROL PANEL INSTALLATION - 3VHF/2HF - AVTECH CORPORATION | NC |
| 2351-000034 | HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1341 - BFE/SPE | NC |
| 2351-000036 | HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE | NC |
| 2351-000042 | CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION | NC |
| 2351A213B77 | BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE | NC |
| 2351A213B80 | HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE | NC |
| 2351A213B81 | HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE | NC |
| 2371-000053 | SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL- 2 HOUR RECORDING TIME - P/N 000-0000-000 & P/N 000-0000-000 - BFE/SPE | NC |
| 2433-000042 | STANDBY POWER - 30-MINUTE CAPABILITY - SINGLE 48 AMP HOUR BATTERY | $48,100 |
| 2513-000433 | CUPHOLDER - INSTALLATION - FIRST OFFICER'S SIDEWALL WITHOUT PRINTER OR AUDIO SELECTOR PANEL | NC |
| 2513A794B51 | ASHTRAY - DELETION - FLIGHT COMPARTMENT | NC |
| 2513B694F45 | CONTROL COLUMN CHECKLIST PLACARDS - GOT | NC |
| 2520C724Z09 | INTERIOR COLOR AND MATERIAL - STANDARD OFFERING | NC |
| 2523C724Z11 | PASSENGER SERVICE UNITS | $162,900 |
| 2524B873A08 | FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT | $27,400 |
| 2524C028L23 | FORWARD RIGHT HAND FULL HEIGHT WINDSCREEN/STOWAGE UNIT SELECTABLES | $600 |
| 2524C724Z18 | FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT | $28,300 |
| 2525C724Z21 | ECONOMY CLASS SEATS - BFE/SPE | NC |
| 2527C006A05 | FLOOR COVERING- CARPET, SERGED EDGES | NC |
| 2528C724Z22 | OVERHEAD STOWAGE BINS | $1,000 |
| 2528C724Z24 | LITERATURE POCKETS | $4,100 |
| 2530C724Z29 | GALLEY INSERT PART NUMBERS - BFE/SPE | NC |
| 2530C724Z30 | GALLEY PART NUMBERS - BFE/SPE | NC |
| 2540C724Z32 | LA LAVATORY SELECTABLES | NC |
| 2540C724Z33 | LD LAVATORY SELECTABLES | NC |
| 2540C724Z34 | LE LAVATORY SELECTABLES | NC |
| 2560-000268 | CREW LIFE VEST STOWAGE - FLIGHT DECK, SECOND OBSERVER - COMPARTMENT ABOVE CLOSET | NC |
2560B329B14 |
CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR CRUISERS - P/N 63600- 501 - BFE/SPE | NC |
| 2560B694F26 | PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - B/E AEROSPACE - P/N 119003-11 - ON STANCHIONS - BFE/SPE | $700 |
| 2562C724Z35 | OVERWATER EMERGENCY EQUIPMENT - BFE/SPE | NC |
| 2564C724Z45 | DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - BFE/SPE | $20,100 |
| 2622-000047 | APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINES | NC |
| 2800C528A45 | FUEL SYSTEM PLACARDS - REVISION - ADD PORTUGUESE IN LIEU OF ENGISH ONLY - GOT | NC |
| 2841-000004 | STANDARD FUEL SYSTEM ACCURACY - NO FUEL XXXXXXXXXXXXX | XX |
| 0000-000000 | ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - XXXXXX (ABEX) - 10-62167 | NC |
| 2911-000043 | AC MOTOR-DRIVEN HYDRAULIC PUMPS - XXXXXX (ABEX) - 10-60556 | NC |
| 3041-000003 | NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW | NC |
| 3131-000143 | ACCELEROMETER - Honeywell P/N 000-0000-000 - BFE/SPE | NC |
| 3131-000187 | DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS PER SECOND MAXIMUM DATA RATE - P/N 000-0000-000 BFE/SPE | NC |
| 3131B694J50 | DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) - WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - SFIM - P/N ED47B109 - BFE/SPE | NC |
| 3132C174A01 | AIRBORNE DATA LOADER/RECORDER - ARINC 615 - HONEYWELL - 000-0000-000 - BFE/SPE | NC |
| 3161C175A22 | ENGINE OIL QUANTITY DISPLAY - PERCENT - ENGINE DISPLAY | NC |
| 3161C175A29 | FUEL TOTALIZER - ENABLE | NC |
| 3162-000018 | ATTITUDE COMPARATOR - FLASHING - ADI | NC |
| 3162-000022 | FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI | NC |
| 3162-000026 | DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI | NC |
| 3162-000027 | RADIO ALTITUDE - ABOVE ADI | NC |
| 3162-000030 | RISING RUNWAY - DISPLAYED ON THE ADI | NC |
| 3162-000036 | LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY | NC |
BOEING PROPRIETARY
Page 2
| Exhibit A3-R1_737-700_SA-14 | BOEING PROPRIETARY | 9/10/2008-18:27 |
| CR | Exhibit A3-R1 to Purchase Agreement 2910 GOT 737-700 Title |
2006 $ Price Per A/C |
| 3162-000040 | BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY | NC |
| 3162-000044 | TCAS RESOLUTION ADVISORY - VSI | NC |
| 3162-000046 | SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI | NC |
| 3162-000051 | ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE | NC |
| 3162-000059 | MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY | NC |
| 3162-000064 | RANGE ARCS - NAVIGATION DISPLAY | NC |
| 3162-000079 | MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY | NC |
| 3162-000084 | TCAS 3 NM RANGE RING - NAVIGATION DISPLAY | NC |
| 3162-000088 | AIRSPEED BUG - ENABLED - 80 KNOT SETTING - MACH AIRSPEED INDICATOR | NC |
| 3162-000218 | GROUND SPEED - DISPLAYED BELOW AIRSPEED TAPE WHEN MACH NUMBER IS NOT DISPLAYED - PRIMARY FLIGHT DISPLAY | NC |
| 3162A213A02 | CDS DISPLAY - PFD/ND FORMAT - OVER AND UNDER ENGINE PRESENTATION | NC |
| 3162A627A32 | SOFTWARE ACTIVATION - DOUBLE DERATE INDICATION - ENABLE | $2,700 |
| 3244-000008 | SERVICE INTERPHONE CONNECTOR - EXTERNAL POWER PANEL | NC |
| 3245-000048 | BRAKES - STEEL - HIGH CAPACITY - HONEYWELL | NC |
| 3245-000363 | WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH GOODYEAR SFE 12 PR, 225 MPH BIAS TIRES | NC |
| 3245B759A08 | WHEELS AND TIRES - MAIN LANDING GEAR - WHEELS - HONEYWELL HIGH GROSS WEIGHT - INSTALLATION WITH GOODYEAR 28 PR 225MPH TIRES - SFE | NC |
| 3321-000001 | PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL | NC |
| 3324-000017 | NO SMOKING SIGN - PERMANENT ILLUMINATION | NC |
| 3342-000035 | NOSE GEAR TAXI LIGHT - 250-WATT | NC |
| 3350A704A19 | EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT | $15,900 |
| 3412-000022 | DUAL ELEMENT NON-ASPIRATED TAT PROBE | NC |
| 3414-000035 | STANDBY ALTIMETER/AIRSPEED INDICATOR - FLIGHT DECK | NC |
| 3423-000023 | STANDBY ATTITUDE INDICATOR - SEXTANT AVIONIQUE - SFE | NC |
| 3430B866A28 | ILS/GPS MULTI-MODE RECEIVER (MMR) - HONEYWELL INTERNATIONAL INC. - P/N 066- 50029-1201 - BFE/SPE | NC |
| 3431A065B03 | VHF NAV/DME CONTROL PANEL - GABLES ENGINEERING - P/N G7500-03 - BFE/SPE | NC |
| 3433A732A13 | RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - HONEYWELL INTERNATIONAL INC - P/N 000-00000-0000 - BFE/SPE | NC |
| 3443A065B11 | SINGLE WEATHER RADAR CONTROL PANEL - WITH AUTOTILT FUNCTIONALITY - HONEYWELL INTERNATIONAL INC P/N 2041223-3135 -BFE/SPE | $13,500 |
| 3443B866A08 | SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND AUTOTILT CAPABILITY - HONEYWELL INTERNATIONAL INC TRANSCEIVER P/N 000-00000-0000 - BFE/SPE | NC |
| 3445B866A10 | TCAS SYSTEM - HONEYWELL INTERNATIONAL INC TCAS COMPUTER P/N 000-0000-000 - TCAS CHANGE 7 COMPLIANT - BFE/SPE | NC |
| 3446-000045 | STANDARD VOLUME FOR ALTITUDE CALLOUTS | NC |
| 3446-000048 | ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT ENABLE | NC |
| 3446-000049 | 500 SMART CALLOUT XXXXXXXXX | XX |
| 0000-000000 | GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, APPROACHING MINIMUMS, MINIMUMS | NC |
| 3451-000023 | VOR/MARKER BEACON - ALLIEDSIGNAL RECEIVER P/N 000-00000-0000 - BFE/SPE | NC |
| 3453B866A17 | ATC SYSTEM - HONEYWELL INTERNATIONAL INC ATC TRANSPONDER P/N 000-00000-0000 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - HONEYWELL INTERNATIONAL INC CONTROL PANEL P/N 000-00000-0000 - BFE/SPE | NC |
| 3455-000020 | DISTANCE MEASURING EQUIPMENT (DME) - ALLIEDSIGNAL INTERROGATOR P/N 000-00000-0000 - BFE/SPE | NC |
| 3457A065A61 | AUTOMATIC DIRECTION FINDER - SINGLE SYSTEM | NC |
| 3457A065A62 | AUTOMATIC DIRECTION FINDER (ADF) - SINGLE SYSTEM - ALLIEDSIGNAL DFA-75B - ADF RECEIVER P/N 000-00000-000; ADF ANTENNA P/N 2041683-7507 - BFE/SPE | NC |
| 3457A065A65 | 1SINGLE ADF CONTROL PANEL - GABLES - G7402-05 - WITH TONE SWITCH - BFE/SPE | NC |
| 3461A425A09 | 1-FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - BOEING SUPPLIED | NC |
| 3461A425A36 | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- RUNWAY OFFSET POSITION - METERS | NC |
BOEING PROPRIETARY
Page 3
| Exhibit A3-R1_737-700_SA-14 | BOEING PROPRIETARY | 9/10/2008-18:27 |
| CR | Exhibit A3-R1 to Purchase Agreement 2910 GOT 737-700 Title |
2006 $ Price Per A/C |
| 3461A425A48 | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - ACTIVATE COLOR OPERATION | NC |
| 3461C739A01 | FLIGHT MANAGEMENT COMPUTING SYSTEM (FMCS) - TAKEOFF THRUST AUTOMATIC SELECTION - ENABLE | $2,200 |
| 3511-000011 | NO REMOTE CREW OXYGEN FILL STATION | NC |
| 3511B873B97 | CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - FIRST OBSERVER - B/E AEROSPACE - BFE/SPE | $3,800 |
| 3511B873B98 | CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - B/E AEROSPACE - BFE/SPE | $7,500 |
| 3511C198A22 | CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - SECOND OBSERVER - B/E AEROSPACE - BFE/SPE | $3,800 |
| 3520C724Z53 | SUPPLEMENTAL OXYGEN SYSTEM | $27,600 |
| 3811-000019 | POTABLE WATER - SERVICEABLE TO 60 GALLONS | NC |
| 3832-000032 | VACUUM WASTE SYSTEM - MONOGRAM TOILET ASSEMBLIES | NC |
| 3910C028D97 | AFT ELECTRONICS PANEL ARRANGEMENT - GOT | NC |
| 5200-000036 | HOLD-OPEN LOCK (DOWN-TO-RELEASE) - ENTRY AND SERVICE DOORS | NC |
| 5231A561C54 | CARGO DOOR - SOLID SKIN | NC |
| 5300-000027 | XXXXXXXXX XXXXX XXXXXX, XXX XXXXXXX XXXXXXXXXX | XX |
| 0000X000X00 | RADOME- NORDAM- SFE | NC |
| 5730B290A42 | PARTIAL PROVISIONS FOR AVIATION PARTNERS BOEING (APB) WINGLET INSTALLATION | $79,500 |
| 5730C581A09 | WINGLET INSTALLATION STC CERTIFIED - AVIATION PARTNERS BOEING (APB) - BFE/SPE (737-700) | $22,800 |
| 7200-000116 | XXX00-0 XXXXXXX - 0X00 RATING | SIDE LTR |
| 7900-000116 | LUBRICATING OIL - MOBIL JET II | NC |
| MISC | INTERIOR ALLOWANCE | -$711,600 |
| OPTIONS: 154 | TOTALS: | $733,400 |
BOEING PROPRIETARY
Page 4
GAC Inc.
Letter Agreement No. 6-1162-DME-0824R2
4 aircraft, Boeing will provide Buyer with a special CFM replacement credit memoranda, applicable for each such Table 4 Substitute Aircraft, in the amount of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per Table 4 Substitute Aircraft, subject to escalation to the time of aircraft delivery.
(c) The current agreement between Boeing and CFM does not address Table 5 and/or Table 6 model 737-700 aircraft that have been previously contracted as model 737-800 Aircraft. Boeing will provide Buyer with a special CFM replacement credit memoranda, applicable to the Table 5 and/or Table 6 Aircraft that Buyer chooses to exercise as Substitute Model 737-700 Aircraft in the amount of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], per each such Substitute Aircraft, subject to escalation to the time of aircraft delivery.
Such credit memoranda will be issued concurrently with the delivery of each of the Aircraft, may not be assigned without Boeing's expressed consent, and may be used for the final delivery purchase payment, or for other Boeing goods and services, but not for advance payments.
15. New Customer Subsidiary — Varig Livery
As a form of special recognition of Customer's purchase and operation of it's new subsidiary, Boeing will provide the standard level of requisite non-recurring Boeing support, at no-charge to Customer, with regard to the delivery of Customer's designated aircraft in the Varig paint livery.
16. Assignment
The Credit Memoranda described in this Letter Agreement are provided as a special financial accommodation to Customer in consideration of Customer's becoming the operator of the Aircraft, and cannot be assigned, in whole or in part, without the prior written consent of The Boeing Company.
17. Confidential Treatment
Customer and Boeing each understands that certain commercial and financial information contained in this Letter Agreement are considered by both Customer and Boeing as confidential. Customer and Boeing agree that each will treat this Letter 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 Letter Agreement or any information contained herein to any other person or entity.
6-1162-DME-1104
GAC Inc.
Xxx Xxxxx xx Xxxxxxxx 0000
Xxx Xxxxx XX Xxxxxx
00000-000
| Subject: | Banded Fixed Escalation Program | |
| Reference: | Purchase Agreement No2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-800 aircraft (the 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. Definitions
"Escalation Notice" means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
"Program Aircraft" means each Aircraft specified in Article 2 of this Letter Agreement.
2. Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the model 737-800 Aircraft in Table 5 and Table 6 of the Purchase Agreement have now become Program Aircraft under the terms of this Letter Agreement. Should Customer exercise its right of substitution such that a Table 5 and/or Table 6 Aircraft shall become a model 737-700 aircraft, such model 737-700 aircraft will become Program Aircraft under the terms of this Letter Agreement.
6-1162-DME-1104
GAC Inc.
3. Escalation Forecast.
Boeing will release an escalation forecast in February and August of each year based on Boeing's then current standard CPI escalation formula. Only one escalation forecast shall be used to conduct the escalation analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The escalation forecast applicable to a given Program Aircraft is set forth in Attachment A.
4. Greater than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Cumulative Annual Escalation.
4.1 If the escalation forecast, as set forth in Article 3, above, projects a cumulative annual escalation factor that exceeds the cumulative annual [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] escalation factor, as set forth in Attachment B, for the scheduled delivery month of any Program Aircraft that is scheduled to deliver within the time period applicable to such escalation forecast, as set forth in Attachment A, then Boeing shall issue an Escalation Notice to the Customer by the date set forth in Attachment A. Such Escalation Notice shall, in Boeing's sole discretion, either:
4.1.1 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4.1.2 provide Customer with the option of either: [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.2 Customer shall notify Boeing in writing of its election to exercise the option contained in Article 4.1.2(i) or 4.1.2(ii) above within seven days of its receipt of the Escalation Notice from Boeing. In the event Customer exercises its option in accordance with Article 4.1.2(ii) above, then: (i) Boeing will return to Customer, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and (ii) [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.3 [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.4 Should Customer fail to issue any notice to Boeing in accordance with Article 4.2 above, then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program Aircraft shall be calculated in accordance with Supplemental Exhibit AEI.
6-1162-DME-1104
GAC Inc.
5. Equal to or Less than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Cumulative Annual Escalation.
If the escalation forecast, as set forth in Article 3, above, projects a cumulative annual escalation factor that is equal to or less than the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual escalation factor, as set forth in Attachment B, for the scheduled delivery month of any Program Aircraft that is scheduled to deliver within the time period applicable to such escalation forecast, as set forth in Attachment A, then such cumulative annual escalation applicable to such Program Aircraft shall be calculated as follows:
5.1 If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AE1 at time of delivery of a Program Aircraft, produces an escalation rate of less than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual escalation as set forth in Attachment B for such Program Aircraft, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
5.2 If the cumulative annual escalation factor, as determined in accordance with Supplemental Exhibit AEI at time of delivery of a Program Aircraft, produces an escalation rate [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cumulative annual escalation factor as set forth in Attachment B for such Program Aircraft, then the escalation rate applicable to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6. Applicability to Other Financial Consideration.
The escalation adjustment for any other sum, identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit-AE1, and which pertains to the Program Aircraft shall be calculated using the escalation methodology established in this Letter Agreement for such Program Aircraft notwithstanding any other provisions of the Purchase Agreement to the contrary.
6-1162-DME-1106R1
GAC Inc.
Xxx Xxxxx xx Xxxxxxxx 0000
Xxx Xxxxx XX Xxxxxx
04547-006
| Subject: | Aircraft Model Substitution | |
| Reference: | Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-800 aircraft (the 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.
Customer anticipates that it will, in the future, have necessity to operate both model 737-700 and model 737-800 aircraft, with each of the aircraft to be discretely defined per the below described categories (collectively, the Substitute Aircraft).
1. Specific Model and Configuration.
Customer may, subject to the terms and conditions further described in this letter agreement, substitute for an earlier firm contracted Model 737-800 Aircraft, any one of the following:
(i) the purchase of Boeing Model 737-800 aircraft in a Varig configuration (Varig 737-800 Substitution Aircraft), for any Aircraft delivering in July 2009 or later,
(ii) the purchase of Boeing Model 737-700 aircraft in a Varig configuration (Varig 737-700 Substitute Aircraft) in place of any of the Block 4 (Table 4), Block 5 (Table5) and Block 6 (Table 6) Model 737-800 Aircraft,
(iii) the purchase of Boeing Model 737-700 aircraft in a GOL configuration (GOL 737-700 Substitute Aircraft) in place of any of the Block 4 (Table 4), Block 5 (Table5) and Block 6 (Table 6) Model 737-800 Aircraft,
2. Customer's Written Notice.
Letter Agreement No. 6-1162-DME-1106R1
GAC Inc.
Customer will provide written notice of its intention to substitute the purchase of an Aircraft, delivering in July 2009 or later, with the purchase of one of the three (3) above described Substitute Aircraft;
(a) no later than the first day of the month that is twelve (12) months prior to the scheduled month of delivery of the Aircraft for which it will be substituted, provided that such Substitute Aircraft has a defined configuration that has been previously approved by Boeing and Customer or,
(b) no later than the first day of the month that is eighteen (18) months prior to the scheduled month of delivery of the Aircraft for which it will be substituted, if a Substitute Aircraft does not have a defined configuration that has been previously approved by Boeing and Customer.
3. Boeing's Production Capability.
Customer's substitution right is conditioned upon Boeing's having production capability for the Substitute Aircraft in the scheduled delivery month of the Aircraft for which it will be substituted.
Boeing will tentatively quote delivery positions for Substitute Aircraft to allow Customer to secure quotes from Buyer Furnished Equipment vendors, and Boeing to secure quotes from Seller Furnished Equipment vendors which supports the required on-dock dates. If Boeing is unable to manufacture the Substitute Aircraft in the scheduled delivery month of the Aircraft for which it will be substituted, then Boeing shall promptly make a written offer of an alternate delivery month for Customer's consideration and written acceptance within thirty days of such offer.
4. Definitive Agreement.
Customer's substitution right and Boeing's obligation in this Letter Agreement are further conditioned upon Customer's and Boeing's executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer's substitution notice to Boeing or of Customer's acceptance of an alternate delivery month in accordance with paragraph 2 above.
5. Price and Advance Payments.
The Airframe Base Price, Optional Features Prices, Engine Prices and Aircraft Basic 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. The escalation indices and methodology used to estimate the Advance Payment Base Prices will be adjusted to Boeing's and the engine manufacturer's then-current provisions for such elements as of the date of execution of the definitive purchase agreement for the Substitute Aircraft.
Letter Agreement No. 6-1162-DME-1106R1
GAC Inc.
If the Advance Payment Base Price for any Substitute Aircraft is higher than that of the Aircraft, Customer will pay to Boeing the amount of the difference as of the date of execution of the definitive agreement for the Substitute Aircraft. If the Advance Payment Base Price of the Substitute Aircraft is lower than that of the Aircraft, Boeing will retain any excess amounts previously paid by Customer until the next payment is due from Customer, at which point Customer will reduce the amount of such payment by the amount of the excess or, Customer may provide written direction to Boeing, prior to the next payment is due from Customer, to apply the excess to a payment not yet due for a specified Aircraft. In no case will Boeing refund or pay interest on any excess amounts created by virtue of Customer's exercise of the rights of substitution described in this agreement.
6. Confidential Treatment.
Customer and Boeing each understands that certain commercial and financial information contained in this Letter Agreement are considered by both Customer and Boeing as confidential. Customer and Boeing agree that each will treat this Letter 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 Letter Agreement or any information contained herein to any other person or entity.
Very truly yours,
THE BOEING COMPANY
By /s/________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: _____________________2008
GAC INC.
| By /s/_______________________________________ | /s/ | |
| Its Henrique Xxxxxxxxxxx | Xxxx Xxxxxxx Xxxxxxxxxxx Diretora de Tesouraria |
