EXHIBIT 10.5
SUPPLEMENTAL AGREEMENT NO. 1
TO
PURCHASE AGREEMENT NO. 2910
BETWEEN
THE BOEING COMPANY
AND
GOL TRANSPORTES AEREOS SA
RELATING TO BOEING MODEL 737-8EH AIRCRAFT
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 16th day of July 2004,
by and between THE BOEING COMPANY, a Delaware corporation with its principal
offices in the City of Seattle, State of Washington (Boeing), and GOL
TRANSPORTES AEREOS SA, a Brazilian corporation with its principal offices in Sao
Paulo, Brazil (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, Boeing and Buyer now wish to amend certain terms and conditions
associated with the Agreement, and
WHEREAS, Boeing and Buyer have agreed to the terms and conditions relating
to the exercise of Buyer's purchase rights concerning two (2) Boeing Model
737-8EH aircraft, 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. 1 (SA-1) into the Agreement.
2. Tables.
Add the new Table 2, Aircraft Information Table- SA-1, to reflect the
addition of two (2) additional model 737-8EH aircraft being delivered in June
and July of 2006.
3. Exhibits.
3.1 Remove and replace, in its entirety, the Supplemental Exhibit BFE-1,
Buyer Furnished Equipment Variables, with a new Supplemental Exhibit BFE-1
(attached hereto) to depict and include the decision dates and on-dock
requirement dates for the various buyer furnished equipment associated with the
added two (2) aircraft.
4. Letter Agreements.
4.1 Remove and replace, in its entirety, page l and page 2 to Letter
Agreement No. 6-1162-DME-0706, Purchase Right Aircraft, with a new page 1 and
page 2 (attached hereto) to reflect the adjustment resulting from the exercise
of two (2) of the 2005 purchase right aircraft and the addition of two (2)
one-for-one purchase right aircraft in calendar year 2009, with a resulting six
(6) one-for-one purchase right aircraft remaining.
4.2 For the sake of clarity and understanding between the Parties, the
terms and conditions of all Letter Agreements under the Agreement are understood
to be fully available and will apply to purchase right aircraft that have been
exercised to become firm purchased aircraft.
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. Specific language, references made directly or inferred, elsewhere in
the Purchase Agreement No. 2910 notwithstanding, this Supplemental Agreement No.
1 (SA-1) describes the full extent of any and all business and financial
considerations applicable to Buyer's purchase of the subject two (2) purchase
right aircraft. 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.
P.A. No. 2910
SA-1 2 GOT
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY
By /s/ Dennis M. Egge
-----------------------------
Its Attorney-In-Fact
GOL TRANSPORTES AEREOS SA
By /s/ David Barioni Neto and Wilson Maciel Ramos
---------------------------------------------------
Its VP Technical and VP Managerial and IT
Witness:
/s/ illegible
- -----------------------------------
/s/ illegible
- -----------------------------------
In witness whereof, I have hereunto set my hand and affixed my seal.
Dennis M. Egge, known to me signed this document on August 17, 2004.
P.A. No. 2910
SA-1 3 GOT
TABLE OF CONTENTS
SA
NUMBER
------
ARTICLES
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table
2. Aircraft Information Table - SA-1 SA-1
EXHIBIT
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1. Escalation Adjustment/Airframe and Optional Features
BFE1. BFE Variables SA-1
CS1. Customer Support Variables
EE1. Engine Escalation/Engine Warranty and Patent Indemnity
SLP1. Service Life Policy Components
P.A. No. 2910
SA-1 i GOT
SA
LETTER AGREEMENTS NUMBER
- ----------------- ------
2910-01 Customer Software
2910-02 Spares - Flight Crew Training Spare Parts Support
2910-03 Spares - Initial Provisioning
6-1162-DME-0706 Purchase Right Aircraft SA-1
6-1162-DME-0707 Advance Payment Matters
6-1162-DME-0708 Technical Matters
6-1162-DME-0710 Performance Guarantees
6-1162-DME-0711 Promotional Support
6-1162-DME-0712 Special Matters
6-1162-DME-0713 Tailored Weight Program
6-1162-DME-0714 Demonstration Flight Waiver
RECORD OF SUPPLEMENTAL AGREEMENTS
SA-1 16th July 2004
P.A. No. 2910
SA-1 ii GOT
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
GOL TRANSPORTES AEREOS SA
Supplemental Exhibit BFEl to Purchase Agreement Number 2910
P.A. No. 2910c Revised BFE1 Revised 7/9/04
SA-1 GOT
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 June 12, 2005
Galley Inserts June 12, 2005
Seats (passenger) June 19, 2005
Cabin Systems Equipment June 19, 2005
Miscellaneous Emergency Equipment June 12, 2005
Cargo Handling Systems October 6, 2005
P.A. No. 2910 BFE1-1 GOT
SA-1
BOEING PROPRIETARY
1. On-dock Dates
On or before 01 September 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 below:
Item Preliminary On-Dock Dates
- ---- -------------------------
JUNE 2006
Aircraft Aircraft
-------- --------
Seats 4/19/06
Galleys/Furnishings 4/12/06
Miscellaneous Emergency Equipment 4/12/06
Electronics 2/19/06
Textiles/Raw Material 1/9/06
Cargo Systems 3/29/06
Provision Kits 11/29/05
Radomes 3/12/06
Item Preliminary On-Dock Dates
- ---- -------------------------
JULY 2006
Aircraft Aircraft
-------- --------
Seats 5/19/06
Galleys/Furnishings 5/12/06
Miscellaneous Emergency Equipment 5/12/06
Electronics 3/19/06
Textiles/Raw Material 2/9/05
Cargo Systems 4/28/06
Provision Kits 12/29/05
Radomes 4/12/06
P.A. No. 2910 BFE1-2 GOT
SA-1
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
- ---- -------------------------
JULY 2007
Aircraft Aircraft
-------- --------
Seats 5/19/07
Galleys/Furnishings 5/12/07
Miscellaneous Emergency Equipment 5/12/07
Electronics 3/19/07
Textiles/Raw Material 2/8/07
Cargo Systems 5/4/07
Provision Kits 1/4/07
Radomes 4/12/07
Item Preliminary On-Dock Dates
- ---- -------------------------
OCTOBER 2007
Aircraft Aircraft
-------- --------
Seats 8/27/07
Galleys/Furnishings 8/20/07
Miscellaneous Emergency Equipment 8/20/07
Electronics 6/27/07
Textiles/Raw Material 5/10/07
Cargo Systems 8/6/07
Provision Kits 4/6/07
Radomes 7/20/07
Item Preliminary On-Dock Dates
- ---- -------------------------
NOVEMBER 2007 (1)
P.A. No. 2910 BFE1-3 GOT
SA-1
BOEING PROPRIETARY
Aircraft Aircraft
-------- --------
Seats 9/21/07
Galleys/Furnishings 9/14/07
Miscellaneous Emergency Equipment 9/14/07
Electronics 7/21/07
Textiles/Raw Material 6/11/07
Cargo Systems 8/31/07
Provision Kits 4/30/07
Radomes 8/14/07
Item Preliminary On-Dock Dates
- ---- -------------------------
NOVEMBER 2007 (2)
Aircraft Aircraft
-------- --------
Seats 9/23/07
Galleys/Furnishings 9/16/07
Miscellaneous Emergency Equipment 9/16/07
Electronics 7/23/07
Textiles/Raw Material 6/12/07
Cargo Systems 9/4/07
Provision Kits 5/4/07
Radomes 8/16/07
P.A. No. 2910 BFE1-4 GOT
SA-1
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
- ---- -------------------------
DECEMBER 2007 (1)
Aircraft Aircraft
-------- --------
Seats 10/21/07
Galleys/Furnishings 10/14/07
Miscellaneous Emergency Equipment 10/14/07
Electronics 8/21/07
Textiles/Raw Material 7/11/07
Cargo Systems 10/1/07
Provision Kits 6/1/07
Radomes 9/14/07
Item Preliminary On-Dock Dates
- ---- -------------------------
DECEMBER 2007 (2)
Aircraft Aircraft
-------- --------
Seats 10/24/07
Galleys/Furnishings 10/17/07
Miscellaneous Emergency Equipment 10/17/07
Electronics 8/24/07
Textiles/Raw Material 7/12/07
Cargo Systems 10/3/07
Provision Kits 6/3/07
Radomes 9/17/07
P.A. No. 2910 BFE1-5 GOT
SA-1
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
- ---- -------------------------
JANUARY 2008 (1)
Aircraft Aircraft
-------- --------
Seats 11/18/07
Galleys/Furnishings 11/11/07
Miscellaneous Emergency Equipment 11/11/07
Electronics 9/18/07
Textiles/Raw Material 8/8/07
Cargo Systems 10/28/07
Provision Kits 6/28/07
Radomes 10/11/07
Item Preliminary On-Dock Dates
- ---- -------------------------
JANUARY 2008 (2)
Aircraft Aircraft
-------- --------
Seats 11/21/07
Galleys/Furnishings 11/14/07
Miscellaneous Emergency Equipment 11/14/07
Electronics 9/21/07
Textiles/Raw Material 8/9/07
Cargo Systems 10/29/07
Provision Kits 6/29/07
Radomes 10/14/07
P.A. No. 2910 BFE1-6 GOT
SA-1
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
- ---- -------------------------
APRIL 2008
Aircraft Aircraft
-------- --------
Seats 2/17/08
Galleys/Furnishings 2/10/08
Miscellaneous Emergency Equipment 2/10/08
Electronics 12/17/07
Textiles/Raw Material 10/27/07
Cargo Systems 1/29/07
Provision Kits 9/26/07
Radomes 1/10/08
Item Preliminary On-Dock Dates
- ---- -------------------------
AUGUST 2008
Aircraft Aircraft
-------- --------
Seats 6/21/08
Galleys/Furnishings 6/14/08
Miscellaneous Emergency Equipment 6/21/08
Electronics 4/21/08
Textiles/Raw Material 3/9/08
Cargo Systems 5/31/08
Provision Kits 1/31/08
Radomes 5/14/08
P.A. No. 2910 BFE1-7 GOT
SA-1
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
- ---- -------------------------
OCTOBER 2008
Aircraft Aircraft
-------- --------
Seats 8/22/08
Galleys/Furnishings 8/15/08
Miscellaneous Emergency Equipment 8/15/08
Electronics 6/22/08
Textiles/Raw Material 5/10/08
Cargo Systems 8/1/08
Provision Kits 4/1/08
Radomes 7/15/08
Item Preliminary On-Dock Dates
- ---- -------------------------
FEBRUARY 2009 (1)
Aircraft Aircraft
-------- --------
Seats 12/13/08
Galleys/Furnishings 12/6/08
Miscellaneous Emergency Equipment 12/6/08
Electronics 9/13/08
Textiles/Raw Material 8/29/08
Cargo Systems 11/14/08
Provision Kits 7/14/08
Radomes 11/6/08
P.A. No. 2910 BFE1-8 GOT
SA-1
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
- ---- -------------------------
FEBRUARY 2009 (2)
Aircraft Aircraft
-------- --------
Seats 12/14/08
Galleys/Furnishings 12/7/08
Miscellaneous Emergency Equipment 12/14/08
Electronics 9/14/08
Textiles/Raw Material 8/30/08
Cargo Systems 11/15/08
Provision Kits 7/17/08
Radomes 11/7/08
Item Preliminary On-Dock Dates
- ---- -------------------------
AUGUST 2009
Aircraft Aircraft
-------- --------
Seats 6/21/09
Galleys/Furnishings 6/14/09
Miscellaneous Emergency Equipment 6/21/09
Electronics 4/21/09
Textiles/Raw Material 3/9/09
Cargo Systems 5/31/09
Provision Kits 1/31/09
Radomes 5/14/09
P.A. No. 2910 BFE1-9 GOT
SA-1
BOEING PROPRIETARY
6-1162-DME-0706
GOL Transportes Aereos SA
Rua Tamoios, 246
Jardim Aeroporto
Sao Paulo - SP
04630-000 - Brazil
Subject: Purchase Right Aircraft
Reference: Purchase Agreement No. 2910 (the Purchase Agreement) between The
Boeing Company (Boeing) and GOL Transportes Aereos SA (Customer)
relating to Model 737-8EH 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.
In accommodation of Customer's expressed desires for aircraft delivery
flexibility, Customer and Boeing have reached agreement regarding certain
modifications to the Agreement as set forth below:
2. Purchase Right Aircraft Delivery Timing
Boeing offers Customer twenty (20) model 737-8EH purchase right aircraft; with
delivery of all such purchase right aircraft to occur not later than 31 December
2010 at a rate of not more than five (5) per year, with firm purchase exercise
requirements as follows:
Number Exercise Number Exercise
of aircraft Date of Aircraft Date
- ----------- -------- ----------- --------
4 June 2007
3 June 2005 5 June 2008
4 June 2006 4 June 2009
P.A. No. 2910
SA-1 GOT
Letter Agreement NO. 6-1162-DME-0706 Page 2
GOL Transportes Aereos SA
All purchase right aircraft are offered on a subject-to-availability-of-position
(STAP) basis, and will retain the same Model 737-8EH configuration and detail
specification as that described in Exhibit A to the Purchase Agreement, with the
exception of any detail special feature changes as may be mutually agreed. With
the firm exercise of each purchase right, Boeing offers Customer the ability to
add a one-for-one additional purchase right aircraft, to a maximum of six (6)
such additional purchase right aircraft, with any such additional purchase right
aircraft to also be STAP and exercised not later than 01 June 2009 for delivery
not later than 31 December 2010. Should Customer choose not to exercise some or
all of the offered purchase right aircraft in any given calendar year, such
un-exercised purchase right aircraft will be cancelled and not be available for
later exercise.
3. Purchase Right Aircraft Exercise and Business Terms.
Customer may exercise a purchase right aircraft by providing Boeing with written
notice not later than the first business day of the exercise month above
described, which will be not less than fifteen (15) months prior to the
requested aircraft delivery position, with not more than two (2) requested
aircraft to be delivered in any one month. Boeing will, within thirty (30) days
of Customer's notice to exercise a purchase right aircraft, notify Customer of
the availability of such requested delivery position as well as alternative
delivery positions, and within such thirty (30) day period the Purchase
Agreement will be amended to incorporate the agreed upon additional firm
purchased aircraft.
The same base price and business terms as those described in the reference
Purchase Agreement will apply to any such model 737-8EH purchase right aircraft
delivering before 31 December 2010. However, Boeing does retain the right to
increase the basic aircraft price to accommodate any mandated government or
other changes made necessary for reasons of improving safety-of-flight and/or
retention of the aircraft certificate of airworthiness.
At the time of Customer's exercise of a purchase right aircraft, such aircraft
will then become a firmly contracted aircraft and will require Customer's
payment within 5 business days any advance payments due at time of exercise, per
the terms of the Purchase Agreement and/or Letter Agreement No, 6-1162-DME-0707
as well as any further advance payments as may be due per the terms of the
advance payment schedule described therein.
4. Firm Aircraft Termination - Excusable Delay.
If any firm Aircraft are terminated by Boeing from this Purchase Agreement under
Article 7, Excusable Delay, the number of Purchase Right Aircraft available to
Customer under this Letter Agreement shall remain unchanged. If any firm
Aircraft are terminated by Customer from this Purchase Agreement under Article
P.A. No. 2910
SA-1 GOT