SUPPLEMENTAL AGREEMENT NO. 23 to Purchase Agreement No. 2910 between THE BOEING COMPANY and GAC INC. Relating to Boeing Model 737-8EH Aircraft
Exhibit 10.51
SUPPLEMENTAL AGREEMENT NO. 23
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 ____________________ 2013, 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);
W I T N E S S E T H:
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 to incorporate Buyer’s decision [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT],
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:
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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. 23 (SA-23) into the Purchase Agreement.
2. Tables.
2.1 Remove and replace Table 6 to Purchase Agreement No. 2910, Aircraft Delivery, Description, Price and Advance Payments, with the new Table 6 (attached hereto) in order to incorporate Customer and Boeing agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3. Exhibits.
3.1 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 change in delivery position listed in Table 6.
4. Definitive Agreement Payment
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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.
________________________________________
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The Purchase Agreement, Exhibits and Letter Agreements shall be deemed amended to the extent herein provided and as so amended shall continue in full force and effect. In the event of any inconsistency between the above provisions and those provisions contained in the Purchase Agreement, the terms of this Supplemental Agreement will govern and control.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY
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GAC INC. |
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By _________________________ |
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TABLE OF CONTENTS
SUPPLEMENTAL
AGREEMENT
NUMBER
ARTICLES
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
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1. |
Aircraft Information Table 1 (Block 1 aircraft) |
SA-13 |
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2. |
Aircraft Information Table 2 (Block 2 aircraft) |
SA-19 |
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3. |
Aircraft Information Table 2-A (Block 2-A aircraft) |
SA-19 |
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4. |
Aircraft Information Table 3 (Block 3 aircraft) |
SA-11 |
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5. |
Aircraft Information Table 4 (Block 4 aircraft) |
SA-19 |
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6. |
Aircraft Information Table 5 (Block 5 aircraft) |
SA-22 |
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7. |
Aircraft Information Table 6 (Block 6 aircraft) |
SA-23 |
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8. |
Aircraft Information Table 7 (Block 7 aircraft) |
SA-14 |
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9. |
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SA-21 |
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10. |
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SA-21 |
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11. |
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SA-22 |
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12. |
Aircraft Information Table 00 (Xxxxx 00 xxxxxxxx) |
XX-00 |
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00. |
Aircraft Information Table 00 (Xxxxx 00 xxxxxxxx) |
XX-00 |
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00. |
Aircraft Information Table 00 (Xxxxx 00 xxxxxxxx) |
XX-00 |
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00. |
Aircraft Information Table 14 (Block 14 aircraft) |
SA-22 |
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EXHIBIT |
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A. A. |
Aircraft Configuration – Xxxxx 0 & 0 |
XX-00 |
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X-0. |
Aircraft Configuration – Block 2-A |
SA-19 |
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A-2. |
Aircraft Configuration – Xxxxx 0 & 0 |
XX-00 |
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X-0. |
Aircraft Configuration – Table 7 (737-700) |
SA-14 |
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A-4. |
Aircraft Configuration – Xxxxx 0 & 0 |
XX-00 |
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X-0. |
Aircraft Configuration – Block 8 – 11 & Xxxxx 00 |
XX-00 |
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X-0. |
Baseline 737-700 Aircraft Configuration – Table 00 |
XX-00 |
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X-0. |
Xxxxxxxx 737-800 Aircraft Configuration – Table 14 |
SA-21 |
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
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AE1. |
Escalation Adjustment/Airframe and Optional Features |
SA-5 |
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BFE1. |
BFE Variables |
SA-23 |
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CS1. |
Customer Support Variables |
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EE1. |
Engine Escalation/Engine Warranty and Patent Indemnity |
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SLP1. |
Service Life Policy Components |
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SA-23 |
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SUPPLEMENTAL | |
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LETTER AGREEMENTS |
AGREEMENT | |
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NUMBER | |
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2910-01 |
Customer Software |
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2910-02 |
Spares – Flight Crew Training Spare Parts Support |
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2910-03 |
Spares – Initial Provisioning |
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6-1162-DME-0706R4 |
Purchase Rights |
SA-19 |
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6-1162-DME-0707R1 |
Advance Payment Matters |
SA-21 |
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6-1162-DME-0708 |
Technical Matters |
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6-1162-DME-0710 |
Performance Guarantees [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-10 |
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6-1162-DME-0711 |
Promotional Support |
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6-1162-DME-0712 |
Special Matters [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-5 |
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6-1162-DME-0713 |
Tailored Weight Program |
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6-1162-DME-0714 |
Demonstration Flight Waiver |
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6-1162-DME-0824R2 |
Special Matters - Table 1-7 Aircraft |
SA-18 |
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6-1162-DME-0825 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]- Escalation |
SA-18 |
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6-1162-DME-0841 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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Advance Payment Matters |
SA-7 |
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6-1162-DME-0867 |
Short-Term Payment Deferral - Signing of SA-7 |
SA-7 |
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6-1162- DME-1104 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Escalation Program |
SA-21 |
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6-1162- DME-1106R1 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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SA-21 | |
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6-1162- DME-1107 |
Promotional Support Agreement - Varig |
SA-18 |
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6-1162-DME-1111R1 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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SA-14 | |
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6-1162- DME-1152 |
Aircraft Performance Guarantees – Model 737-700 |
SA-15 |
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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6-1162- DME-1153 |
Aircraft Performance Guarantees – Model 737-800 |
SA-15 |
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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6-1162- DME-1162 |
Special Matters – Table 8-11 & Table 13 Aircraft |
SA-19 |
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6-1162- DME-1164 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-15 |
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6-1162- DME-1185 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-16 |
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6-1162- DME-1213 |
Special Matters – Table 00 Xxxxxxxx |
XX-00 |
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0-0000- XXX-0000 |
Xxxxxxx Special Matters – Table 13 Aircraft |
SA-19 |
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6-1162- DME-1271 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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SA-20 | |
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6-1162- DME-1272 |
Special Matters – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-20 |
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6-1162-DME-1274 |
Option Aircraft |
SA-21 |
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6-1167- DME-1339 |
Special Matters – Table 00 Xxxxxxxx |
XX-00 |
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XXX-XX-00000-XX-0000000 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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SA-21 |
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SA-23 |
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RECORD OF SUPPLEMENTAL AGREEMENTS
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SA-1 |
16 |
July |
2004 |
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SA-2 |
20 |
January |
2005 |
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SA-3 |
07 |
March |
2005 |
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XX-0 |
00 |
Xxxxx |
0000 |
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SA-5 |
25 |
July |
2005 |
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SA-6 |
26 |
August |
2005 |
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SA-7 |
18 |
November |
2005 |
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SA-8 |
17 |
February |
2006 |
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XX-0 |
00 |
Xxxxx |
0000 |
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SA-10 |
19 |
October |
2006 |
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SA-11 |
24 |
October |
2006 |
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SA-12 |
28 |
February |
2007 |
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SA-13 |
17 |
December |
2007 |
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SA-14 |
29 |
September |
2008 |
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SA-15 |
30 |
April |
2009 |
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SA-16 |
24 |
September |
2009 |
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SA-17 |
28 |
October |
2009 |
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SA-18 |
08 |
July |
0000 |
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XX-00 |
00 |
September |
2010 |
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SA-20 |
11 |
February |
2011 |
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SA-21 |
01 |
October |
2012 |
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SA-22 |
17 |
April |
2013 |
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SA-23 |
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2013 |
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Supplemental Agreement No. SA-15
Table 6 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Boeing Proprietary |
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54944-1F.TXT |
Page 1 |
BUYER FURNISHED EQUIPMENT VARIABLES between
THE BOEING COMPANY and
GAC INC.
Supplemental Exhibit BFE1 to Purchase Agreement Number 2910
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P.A. No. 2910 BFE1-GOT SA-23 |
Supp Exhibit BFE-1 |
BOEING PROPRIETARY
Page 1 of 9
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 before March 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:
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Supp Exhibit BFE-1 |
BOEING PROPRIETARY
Page 2 of 9
BOEING PROPRIETARY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Supp Exhibit BFE-1 |
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Supp Exhibit BFE-1 |
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BOEING PROPRIETARY
EXHIBIT 10.51
BOEING PROPRIETARY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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.
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P.A. No. 2910 BFE1-GOT |
Supp Exhibit BFE-1 |
Supp Exhibit BFE-1 |
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BOEING PROPRIETARY |
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