Supplemental Agreement No. 20 to Purchase Agreement No. 2910 between THE BOEING COMPANY and GAC Inc. Relating to Boeing Model 737-8EH Aircraft
Supplemental Agreement No. 20
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 ____________________ 2011, 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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and
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:
| PA2910 | 1 | GOT |
| SA-20 |
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. 20 (SA-20) into the Purchase Agreement.
2. Letter Agreements.
2.1 Remove and replace page 1 of the Letter Agreement No.
6-1162-DME-1106R1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with a new page 1 (attached hereto) in order to more clearly identify in the letter agreement title/subject that it pertains to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2.2 Add the new Letter Agreement No. 6-1162-DME-1271, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2.3 Add the new Letter Agreement No. 6-1162-DME-1272, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3. 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.
________________________________________
| PA2910 | 2 | GOT |
| SA-20 |
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 _________________________
Its Attorney‑In‑Fact
GAC INC.
By _________________________ By _________________________
Its Its
Witness Witness
| PA2910 | 3 | GOT |
| SA-20 |
| 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-19 | |
| 3. | Aircraft Information Table 2-A (Block 2-A aircraft) | SA-19 | |
| 4. | Aircraft Information Table 3 (Block 3 aircraft) | SA-11 | |
| 5. | Aircraft Information Table 4 (Block 4 aircraft) | SA-19 | |
| 6. | Aircraft Information Table 5 (Block 5 aircraft) | SA-19 | |
| 7. | Aircraft Information Table 6 (Block 6 aircraft) | SA-19 | |
| 8. | Aircraft Information Table 7 (Block 7 aircraft) | SA-14 | |
| 9. | Aircraft Information Table 8 (Block 8 aircraft) | SA-19 | |
| 10. | Aircraft Information Table 9 (Block 9 aircraft) | SA-19 | |
| 11. | Aircraft Information Table 00 (Xxxxx 00 xxxxxxxx) | XX-00 | |
| 00. | Aircraft Information Table 00 (Xxxxx 00 xxxxxxxx) | XX-00 | |
| 00. | Aircraft Information Table 00 (Xxxxx 00 xxxxxxxx) | XX-00 | |
| 00. | Aircraft Information Table 13 (Block 13 aircraft) | SA-19 | |
| EXHIBIT | |||
| A. | A. | Aircraft Configuration – Xxxxx 0 & 0 | XX-00 |
| X-0. | Aircraft Configuration – Block 2-A | SA-19 | |
| A-2. | Aircraft Configuration – Xxxxx 0 & 0 | XX-00 | |
| X-0. | Aircraft Configuration – Table 7 (737-700) | SA-14 | |
| A-4. | Aircraft Configuration – Xxxxx 0 & 0 | XX-00 | |
| X-0. | Aircraft Configuration – Block 8 through 00 | XX-00 | |
| X-0. | Xxxxxxxx 737-700 Aircraft Configuration – Table 12 | SA-18 | |
| B. | Aircraft Delivery Requirements and Responsibilities | ||
| SUPPLEMENTAL EXHIBITS | |||
| AE1. | Escalation Adjustment/Airframe and Optional Features | SA-5 | |
| BFE1. | BFE Variables | SA-19 | |
| CS1. | Customer Support Variables | ||
| EE1. | Engine Escalation/Engine Warranty and Patent Indemnity | ||
| SLP1. | Service Life Policy Components | ||
| PA2910 | i | GOT |
| SA-20 |
| SUPPLEMENTAL | ||
| LETTER AGREEMENTS | AGREEMENT | |
| NUMBER | ||
| 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-19 |
| 6-1162-DME-0707R1 | Advance Payment Matters | SA-15 |
| 6-1162-DME-0708 | Technical Matters | |
| 6-1162-DME-0710 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | SA-10 |
| 6-1162-DME-0711 | Promotional Support | |
| 6-1162-DME-0712 | Special Matters (canceled & superseded) | SA-5 |
| 6-1162-DME-0713 | Tailored Weight Program | |
| 6-1162-DME-0714 | Demonstration Flight Waiver | |
| 6-1162-DME-0824R2 | Special Matters - Table 0-0 Xxxxxxxx | XX-00 |
| 0-0000-XXX-0000 | Xxxxxx Risk - Escalation | SA-18 |
| 6-1162-DME-0841 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | SA-7 |
| 6-1162-DME-0867 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-7 |
| 6-1162- DME-1104 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-19 |
| 6-1162- DME-1106R1 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT] | SA-20 |
| 6-1162- DME-1107 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-18 |
| 6-1162-DME-1111R1 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-14 |
| 6-1162- DME-1152 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-15 |
| 6-1162- DME-1153 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-15 |
| 6-1162- DME-1162 | Special Matters – Table 8-11 & Table 13 Aircraft | SA-19 |
| 6-1162- DME-1164 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-15 |
| 6-1162- DME-1185 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT] | SA-16 |
| 6-1162- DME-1213 | Special Matters – Table 00 Xxxxxxxx | XX-00 |
| 0-0000- XXX-0000 | Xxxxxxx Special Matters – Table 13 Aircraft | SA-19 |
| 6-1162- DME-1271 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT] | SA-20 |
| PA2910 | ii | GOT |
| SA-20 |
| 6-1162- DME-1272 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | SA-20 |
| PA2910 | iii | GOT |
| SA-20 |
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 | 29 | September | 2008 |
| SA-15 | 30 | April | 2009 |
| SA-16 | 24 | September | 2009 |
| SA-17 | 28 | October | 2009 |
| SA-18 | 08 | July | 2010 |
| SA-19 | 17 | September | 2010 |
| SA-20 | __ | 2011 |
| PA2910 | iv | GOT |
| XX-00 |
0-0000-XXX-0000X0
XXX, Inc.
Praça Comandante Linneu Xxxxx s/n
Portaria 3
Prédio 7 Jardim Aeroporto
04626-020 São Paulo - SP Brazil
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
1. Specific Model and Configuration.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:
2. Customer’s Written Notice.
| PA2910 | GOT | |
| XX-00 |
0-0000-XXX-0000
XXX, Inc.
Praça Comandante Linneu Xxxxx s/n
Portaria 3
Prédio 7 Jardim Aeroporto
04626-020 São Paulo - SP Brazil
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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 shall have the same meaning as in the Purchase Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:
1. Customer’s Written Notice.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. Boeing’s Production Capability.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]).
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. Definitive Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. Price and Advance Payments.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. Assignment.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
Very truly yours,
|
THE BOEING COMPANY | ||
|
| ||
|
By |
| |
|
| ||
|
Its |
Attorney-In-Fact | |
|
_____________________________ | ||
|
ACCEPTED AND AGREED TO this | ||
|
| ||
|
Date: |
January 2011 | |
|
| ||
|
GAC, INC. | ||
|
| ||
|
By |
| |
|
| ||
|
Its |
| |
Witnesses:
_____________________________ _____________________________
6-1162-DME-1272
GAC, Inc.
Praça Comandante Linneu Xxxxx s/n
Portaria 3
Prédio 7 Jardim Aeroporto
04626-020 São Paulo - SP Brazil
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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, and reflects the mutual agreement of the parties concerning certain business considerations pertaining to the Table 5 Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
1. Model 737-700 Purchase Requirement
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| PA2910 | Page 1 | |
| SA-20 |
BOEING PROPRIETARY
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
([CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
5. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
8. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
9. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
10. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
11. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
PA 2910
SA-20 Page 2
BOEING PROPRIETARY
12. Advance Payments, Base Year Pricing & Escalation
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
13. Assignment
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
14. 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.
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.
Very truly yours,
|
THE BOEING COMPANY | ||
|
| ||
|
By |
| |
|
| ||
|
Its |
Attorney-In-Fact | |
|
_____________________________ | ||
|
ACCEPTED AND AGREED TO this | ||
|
| ||
|
Date: |
January 2011 | |
|
| ||
|
GAC, INC. | ||
|
| ||
|
By |
| |
|
| ||
|
Its |
| |
PA 2910
SA-20 Page 3
BOEING PROPRIETARY
Witnesses:
_____________________________ _____________________________
PA 2910
SA-20 Page 4
BOEING PROPRIETARY
Attachment A to
Letter Agreement No. 6-1162-DME-1272 to
Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-900ER | Detail Specification: | ||
| Engine Model/Thrust: | CFM56-7B27/B1F | 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): | Base Year Index (ECI): | |||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||
| Buyer Furnished Equipment (BFE) Estimate: | ||||
| Seller Purchased Equipment (SPE) Estimate: | ||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT-PA-02910 | SA-20 | |
| 55716-1F.TXT | Boeing Proprietary | Page 1 |
Attachment B to
Letter Agreement No. 6-1162-DME-1272 to
Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-700 | Detail Specification: | ||
| Engine Model/Thrust: | CFM56-7B22 | 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): | Base Year Index (ECI): | |||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||
| Buyer Furnished Equipment (BFE) Estimate: | ||||
| Seller Purchased Equipment (SPE) Estimate: | ||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT-PA-02910 | SA-20 | |
| 55731-1F.TXT | Boeing Proprietary | Page 1 |
6-1162-DME-1274
GAC, Inc.
Praça Comandante Linneu Xxxxx s/n
Portaria 3
Prédio 7 Jardim Aeroporto
04626-020 São Paulo - SP Brazil
Subject: Option Aircraft
Reference: Purchase Agreement No. 2910 (the Purchase Agreement) between The Boeing Company (Boeing) and GAC Inc. (Customer) relating to Model 737-8EH aircraft (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. Right to Purchase Option Aircraft.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 through Table 13 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Model 737-8EH aircraft as option aircraft (Option Aircraft).
2. Delivery.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. Configuration.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. Price.
PA 2910 Page 1
BOEING PROPRIETARY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. Payment.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. Option Exercise.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. Definitive Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
9. Assignment.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
10. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
PA 2910 Page 2
BOEING PROPRIETARY
Very truly yours,
|
THE BOEING COMPANY | ||
|
| ||
|
By |
| |
|
| ||
|
Its |
Attorney-In-Fact | |
|
| ||
|
ACCEPTED AND AGREED TO this | ||
|
| ||
|
Date: |
January, 2011 | |
|
| ||
|
GAC, Inc.
| ||
|
| ||
|
By |
| |
|
| ||
|
Its |
| |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
PA 2910 Page 3
BOEING PROPRIETARY
Attachment to Letter Agreement No. 6-1162-DME-1274 - Option Aircraft
Purchase Agreement No. PA-2910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||
| Buyer Furnished Equipment (BFE) Estimate: | ||||
| Seller Purchased Equipment (SPE) Estimate: | ||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT-PA-02910 | ||
| 55051-1F.TXT | Boeing Proprietary | Page 1 |
Supplemental Agreement No. SA-19
Table 2-A
To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT - PA-02910 | SA-19 | |
| 54939-1F.TXT | Boeing Proprietary | Page 1 |
Supplemental Agreement No. SA-19
Table 2 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT - PA-02910 | SA-19 | |
| 54940-1F.TXT | Boeing Proprietary | Page 2 |
Supplemental Agreement No. SA-19
Table 2 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]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT - PA-02910 | SA-19 | |
| 54940-1F.TXT | Boeing Proprietary | Page 3 |
Supplemental Agreement No. SA-19
Table 4 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54941-1F.TXT | Boeing Proprietary | Page 4 |
Supplemental Agreement No. SA-19
Table 5 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT - PA-02910 | SA-19 | |
| 54944-1F.TXT | Boeing Proprietary | Page 5 |
Supplemental Agreement No. SA-19
Table 5 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]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54944-1F.TXT | Boeing Proprietary | Page 6 |
Supplemental Agreement No. SA-15
Table 6 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | Detail Specification: | |||||
| Engine Model/Thrust: | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||
| GOT - PA-02910 | SA-19 | |
| 54944-1F.TXT | Boeing Proprietary | Page 7 |
Supplemental Agreement No. SA-19
Table 8 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54945-1F.TXT | Boeing Proprietary | Page 8 |
Supplemental Agreement No. SA-19
Table 9 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54945-1F.TXT | Boeing Proprietary | Page 9 |
Supplemental Agreement No. SA-19
Table 10 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54945-1F.TXT | Boeing Proprietary | Page 10 |
Supplemental Agreement No. SA-19
Table 11 To Purchase Agreement No. PA-02910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54945-1F.TXT | Boeing Proprietary | Page 11 |
Letter Agreement No. 6-1162-DME-1274
Table 13 to Purchase Agreement No. 2910
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 737-800 | Detail Specification: | ||||
| Engine Model/Thrust: | CFM56-7B27/B1 | 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): | Base Year Index (ECI): | |||||
| Aircraft Basic Price (Excluding BFE/SPE): | Base Year Index (CPI): | |||||
| Buyer Furnished Equipment (BFE) Estimate: | ||||||
| Seller Purchased Equipment (SPE) Estimate: | ||||||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54946-1F.TXT | Boeing Proprietary | Page 12 |
Letter Agreement No. 6-1162-DME-1274
Table 13 to Purchase Agreement No. 2910
Aircraft Delivery, Description, Price and Advance Payments
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||
| GOT - PA-02910 | SA-19 | |
| 54946-1F.TXT | Boeing Proprietary | Page 13 |
