SUPPLEMENTAL AGREEMENT NO. 2 to Purchase Agreement No. 3780 between THE BOEING COMPANY and GAC INC. Relating to Boeing Model 737-8EH Aircraft

SUPPLEMENTAL AGREEMENT NO. 2

to

Purchase Agreement No. 3780

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. 3780, dated October 1^st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Eighty-two (82) Boeing Model 737-8 aircraft;

WHEREAS, Buyer and Boeing now wish to amend certain terms and conditions associated with the Agreement;

WHEREAS, Boeing and Buyer have agreed to amend the Agreement to incorporate Buyer’s [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:

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. 2 (SA-2) into the Purchase Agreement.

2.                  Tables.  

2.1              Remove and replace Table 1 to Purchase Agreement No. 3780, Aircraft  Delivery, Description, Price and Advance Payments, with the new Table 1 (attached hereto) in order to incorporate Customer and Boeing’s 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 delivery position changes in Table 1.

4.                  Definitive Agreement Payment

With the revision of Table 1, a Definitive Agreement (DA) top up payment of

5.                  Reschedule Fees

5.1

5.2              Boeing Professional Services will support Customers 2014 initiative to develop a new maintenance basing strategy to achieve maintenance costs savings identified during previous benchmark study. Boeing will perform analyses on Customers route network and maintenance capabilities and provide recommendations on consolidated "focus" maintenance bases, maintenance task packaging, inventory optimization, and changes to operational policies and procedures. Boeing will also develop, jointly with Customer, a project implementation plan. The consulting project work will be supported by two (2) Boeing aviation consultants and additional subject matter experts and analysts as required for a period of 9-10 months.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

5.3              Boeing Professional Services will support Customer's Asset Management and Finance initiatives to develop and improve analytical tools and processes to reduce aircraft redelivery costs and improve enterprise performance management of maintenance costs. Initiatives may include a study and recommendations on aligning future lease contract terms and operational procedures, aircraft disposition project planning and management, development of a maintenance finance function, and improved engine maintenance financial forecasting analysis. The consulting project work will be supported by two (2) Boeing aviation consultants and additional analysts and subject matter experts as required for a period of six to eight months.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

6.                  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.

________________________________________

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

TABLE OF CONTENTS

GOT-PA-3780-LA-1207847        Aircraft Schedule Reliability Program

RECORD OF SUPPLEMENTAL AGREEMENTS

Table 1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

GOT-PA-03780 64015-1F.TXT                                                                      Boeing Proprietary                                                                                                               SA-2 Page 1

Table 1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

GOT-PA-03780 64015-1F.TXT                                                                      Boeing Proprietary                                                                                                               SA-2 Page 2

Table 1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

GOT-PA-03780 64015-1F.TXT                                                                      Boeing Proprietary                                                                                                               SA-2 Page 3

Table 1 To
Purchase Agreement No. PA-03780
Aircraft Delivery, Description, Price and Advance Payments

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

* In accordance with the terms of Letter Agreement ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1, the delivery months listed in this Table 1 represent the middle month of a three month delivery window.

GOT-PA-03780 64015-1F.TXT                                                                      Boeing Proprietary                                                                                                               SA-2 Page 4

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

GAC INC.

Supplemental Exhibit BFE1 to Purchase Agreement Number PA-3780

BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-8 AIRCRAFT

This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection. 

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

Supplier Selection dates will be provided 24 months before the first aircraft delivery.

*For a new certification, supplier requires notification ten (10) months prior to

Cargo Handling System on-dock date.

Customer will enter into initial agreements with the selected Galley

System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before five calendar days after the above supplier selection dates to actively

participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). 

BOEING PROPRIETARY

2.                  On-dock Dates and Other Infromation.

On or before nine months prior to delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF  in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth in Table 1 below:

BOEING PROPRIETARY

Table 1

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

BOEING PROPRIETARY

3.                  Additional Delivery Requirements – Import.

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.

 ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇_▇▇▇▇▇▇/▇▇▇▇▇_▇▇▇▇▇▇▇.▇▇▇▇ 

BOEING PROPRIETARY