Contract
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
SUPPLEMENTAL AGREEMENT NO. GOT-PA-3780-SA-15
to
Purchase Agreement No. PA-3780 between
THE BOEING COMPANY
and GAC Inc.
Relating to Boeing Model [****] Aircraft
THIS SUPPLEMENTAL AGREEMENT is made between THE BOEING
COMPANY, a Delaware corporation (Boeing), and GAC Inc., a company organized under the laws of the Cayman Island (Customer);
Customer and Boeing entered into Purchase Agreement No. PA-3780, dated October 01, 2012 as amended, and supplemented, (Purchase Agreement) relating to the purchase and sale of Boeing Model [****] (the [***] Aircraft) and [****] (the [****] Aircraft) (collectively and individually Aircraft); and this Supplemental Agreement No. 15 (SA-15) is an amendment to and is incorporated into the Purchase Agreement:
WHEREAS, Customer and Boeing wish to amend the Purchase Agreement for the acceleration of [****] Boeing Model [****] Aircraft ([****] Aircraft) summarized as follows:
Current Delivery Month | Revised Delivery Month |
[****] | [****] |
[****] | [****] |
[****] | [****] |
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:
GOT-PA-3780-SA-15 | Page1 | |
BOEING PROPRIETARY |
1. | Table of Contents. |
Remove and replace, in its entirety, the current Table of Contents with the new Table of Contents (attached hereto), to reflect the incorporation of this SA-15 into the Purchase Agreement.
2. | Tables. |
2.1 Table [****][****] Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and replaced with a new Table [****], [****] Aircraft Delivery, Description, Price and Advance Payments attached hereto to reflect [****].
3. | Miscellaneous. |
3.1 The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect. Any Tables of Contents, Tables, Supplemental Exhibits, Letter Agreements or other documents that are listed in the Sections above are incorporated into this SA-15 by this reference.
3.2 This SA-15 will become effective upon execution and receipt by both Parties on or before January 28, 2022, after which date this SA-15 will be null and void and have no force or effect.
AGREED AND ACCEPTED this
January 28, 2022
Date
THE BOEING COMPANY
Signature
GAC INC
Signature Signature
[****]
Printed name Printed name
Title Title
GOT-PA-3780-SA-15 | Page2 | |
BOEING PROPRIETARY |
TABLE OF CONTENTS | ||
SUPPLEMENTAL AGREEMENT NUMBER 15 | ||
ARTICLES | ||
Article 1. | Quantity, Model and Description | |
Article 2. | Delivery Schedule | |
Article 3. | Price | |
Article 4. | Payment | |
Article 5. | Additional Terms | |
TABLE | ||
[****] | [****]Aircraft Information Table | SA-13 |
[****] | [****]Aircraft Information Table | SA-15 |
[****] | [****]Aircraft Information Table | SA-13 |
[****] | [****]Aircraft Information Table | SA-14 |
EXHIBIT |
||
A | [****]Aircraft Configuration | SA-9 |
A2 | [****]Aircraft Configuration | SA-10 |
A3 | [****]Aircraft Configuration | SA-13 |
A4 | [****]Aircraft Configuration | SA-13 |
A5 | [****]Aircraft Configuration | SA-13 |
A6 | [****]Aircraft Configuration | SA-13 |
A7 | [****] Aircraft Configuration | SA-13 |
A8 | [****]Aircraft Configuration | SA-13 |
B | Aircraft Delivery Requirements and Responsibilities | |
SUPPLEMENTAL EXHIBITS | ||
AE1. | Escalation Adjustment/Airframe and Optional Features | |
BFE1. | BFE Variables | SA-8 |
CS1. | Customer Support Variables | SA-9 |
EE1. | Engine Escalation/Engine Warranty and Patent Indemnity | |
SLP1. | Service Life Policy Components |
LETTER AGREEMENTS |
SA Number | |
GOT-PA-3780-LA-1207832 | Loading of Customer Software | |
GOT-PA-3780-LA-1207833 | Spare Parts Initial Provisioning | |
GOT-PA-3780-LA-1207834 | Purchase Rights | |
GOT-PA-3780-LA-1207835R1 | [****] Substitution of Model [****] into | SA-7 |
GOT-PA-3780-LA-1207836R4 |
Model [****] Aircraft Advance Payments Matters |
SA-13 |
GOT-PA-3780-LA-1207838R1 | Promotional Support | SA-3 |
GOT-PA-3780-LA-1207737R4 | Special Matters | SA-13 |
GOT-PA-3780-LA-1207734R1 | Liquidated Damages Non Excusable Delay | SA-3 |
GOT-PA-3780-LA-1207839 | Demonstration Flight Waiver | |
GOT-PA-3780-LA-1207840R4 | [****] Banded Fixed Escalation Program | SA-10 |
GOT-PA-3780-SA-15 | Page3 | |
BOEING PROPRIETARY |
GOT-PA-3780-LA-1207841
GOT-PA-3780-LA-1207842R1 |
Boeing Purchase of Buyer Furnished Equipment Open Matters |
SA-10 |
GOT-PA-3780-LA-1207845 | AGTA Matters | |
[****] |
SA-13 | |
GOT-PA-3780-LA-1207735R2
GOT-PA-3780-LA-1207830 |
Performance Matters [****] Maintenance Cost Guarantee [****] |
|
GOT-PA-3780-LA-1207847 | Aircraft Schedule Reliability Program | |
GOT-PA-3780-LA-0000000X0 | Table [****] Substitution of Model [****] into | SA-7 |
GOT-PA-3780-LA-1600544 |
Model [****] Aircraft Other Payment Matters |
SA-10 |
GOT-PA-3780-LA-1701805 | Seller Purchased Equipment | SA-9 |
GOT-PA-3780-LA-1804583 | [****] Performance Guarantees | SA-10 |
GOT-PA-3780-LA-1804642R1 | Major Model Substitution | SA-13 |
GOT-PA-3780-LA-1804661 | Used Aircraft Purchase by Boeing | SA-10 |
GOT-PA-3780-LA-1804029 | [****] Cap and Share Escalation Program | SA-10 |
GOT-PA-3780-LA-1804679 | Aircraft Model Substitution [****] to [****] | SA-10 |
GOT-PA-3780-LA-1804682 | Substitution of Model [****] | SA-10 |
GOT-PA-3780-LA-2102847 | Special Matters - Remarket Aircraft | SA-13 |
GOT-PA-3780-LA-2103050 | Accommodations Agreement Matters | SA-13 |
GOT-PA-3780-SA-15 | Page4 | |
BOEING PROPRIETARY |
RECORD OF SUPPLEMENTAL AGREEMENTS
SA-1 | 1 | October | 2012 |
SA-2 | 4 | November | 2013 |
SA-3 | 2 | October | 2015 |
SA-4 | 2 | October | 2015 |
SA-5 | 6 | November | 2015 |
SA-6 | Not used | 2016 | |
SA-7 | 19 | April | 2016 |
SA-8 | 5 | December | 2016 |
SA-9 | 22 | January | 2017 |
SA-10 | 12 | September | 2018 |
SA-11 | 21 | November | 2018 |
SA-12 | 23 | September | 2019 |
SA-13 | 31 | July | 2021 |
SA-14 | 10 | Nov | 2021 |
SA-15 | 28 | January | 2022 |
GOT-PA-3780-SA-15 | Page5 | |
BOEING PROPRIETARY |
Table 1-1R1 To Purchase Agreement No. PA-03780 Aircraft Delivery, Description, Price and Advance Payments |
[****]
GOT-PA-03780 114489-1F.txt | SA-15 | |
Boeing Proprietary | Page 1 |
Table 1-1R1 To Purchase Agreement No. PA-03780 Aircraft Delivery, Description, Price and Advance Payments |
[****]
Total: 98
Boeing Proprietary
SA-15
Page 3