EX-10.54 9 exhibit10_54.htm EXHIBIT 10.54 exhibit10_54.htm - Generated by SEC Publisher for SEC Filing  

 

EXHIBIT 10.54

 

SUPPLEMENTAL AGREEMENT NO. 1

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 1st, 2012, as amended and supplemented (the Agreement) relating to the purchase and sale of Eighty-two (82) Boeing Model 737-8 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 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:

 

 

PA3780

1

GOT

SA-1

 

 

 
 
 

 

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. 1 (SA-1) 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] Further, Table 1 is revised [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

 

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

 

* DA payments are detailed in Letter Agreement GOT-PA-3780-LA-1207836 Paragraph 1a.

 

 

 

 

 

PA 3780

2

GOT

SA-1

 

 

 

 
 

 

5.                  Reschedule Fees

 

[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.

 

 

 

 

 

 

PA 3780

3

GOT

SA-1

 

 

 

 
 

 

 

________________________________________

 

 

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

 

           

 

 

 

 

 

PA 3780

4

GOT

SA-1

 

 

 

 
 

 

TABLE OF CONTENTS

SUPPLEMENTAL
AGREEMENT
NUMBER

 

 

 

ARTICLES

 

 

Article 1.

Quantity, Model and Description

 

Article 2.

Delivery Schedule

 

Article 3.

Price

 

Article 4.

Payment

 

Article 5.

Additional Terms

 

TABLE

 

 

1.

Aircraft Information Table

SA1

EXHIBIT

 

 

A.

Aircraft Configuration

 

B.

Aircraft Delivery Requirements and Responsibilities

 

SUPPLEMENTAL EXHIBITS

 

AE1.

Escalation Adjustment/Airframe and Optional Features

 

BFE1.

BFE Variables

SA1

CS1.

Customer Support Variables

 

EE1.

Engine Escalation/Engine Warranty and Patent Indemnity

 

SLP1.

Service Life Policy Components

 

 

 

 

PA3780

1

GOT

SA-1

 

 

 

 
 

 

LETTER AGREEMENTS

 

 

 

 

 

 

 

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-1207835

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

GOT-PA-3780-LA-1207836

Advance Payments Matters

GOT-PA-3780-LA-1207838

Promotional Support

GOT-PA-3780-LA-1207737

Special Matters

GOT-PA-3780-LA-1207734

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

GOT-PA-3780-LA-1207839

Demonstration Flight Waiver

GOT-PA-3780-LA-1207840

Banded Escalation Program

GOT-PA-3780-LA-1207841Boeing Purchase of Buyer Furnished Equipment

GOT-PA-3780-LA-1207842

Open Matters

GOT-PA-3780-LA-1207845

AGTA Matters

GOT-PA-3780-LA-1207848

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

GOT-PA-3780-LA-1207735

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

GOT-PA-3780-LA-1207830

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

                 

 

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

 

 

 

 

 

PA 3780

2

GOT

SA-1

 

 

 
 

 

RECORD OF SUPPLEMENTAL AGREEMENTS

 

 

SA-1               ________________        2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PA 3780

3

GOT

SA-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-1 Page 1

 

 
 

 

 

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

GAC INC.

 

Supplemental Exhibit BFE1 to Purchase
Agreement Number PA-3780

 

 

 

 

 

 

 

GOT-PA-3780-BFE1 SA-1

 

 

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.

 

Galley System

TBD

Galley Inserts

TBD

Seats (passenger)

TBD

Overhead & Audio System

TBD

In-Seat Video System

TBD

Miscellaneous Emergency Equipment

TBD

Cargo Handling Systems*

 

(Single Aisle Programs only)

 

TBD

     

 

*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). 

 

GOT-PA-3780-BFE1 SA-1 Page 1

 

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:

 

 

 

 

 

 

 

 

 

 

GOT-PA-3780-BFE1 SA-1 Page 2

 

BOEING PROPRIETARY

 

  
 
 

 

 

 

 

Table 1

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GOT-PA-3780-BFE1 SA-1 Page 3

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.

 

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html 

 

 

 

 

 

 

 

 

 

 

 

GOT-PA-3780-BFE1  SA-1 Page 4

BOEING PROPRIETARY