EXHIBIT 10.8 SUPPLEMENTAL AGREEMENT NO. 4 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 24th day of March 2005, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and GOL TRANSPORTES AEREOS SA, a Brazilian corporation with its principal offices in Sao Paulo, Brazil (Buyer); WITNESSETH: 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 four (4) Boeing Model 737-8EH aircraft delivering in January, April, and August of 2008, 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: BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 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. 4 (SA-4) into the Purchase Agreement. 2. Tables. Add the new Table 5, Aircraft Delivery, Description, Price, and Advance Payments, (attached hereto) in order to incorporate Buyer's exercise of four (4) purchase right aircraft to become firm contracted Aircraft, delivering in January, April, and August of 2008. 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 revisions to the supplier decision dates and equipment on-dock requirement dates for the various buyer furnished equipment associated with the herein added SA-4 addition of four (4) Aircraft, inclusive of paragraph 3 regarding Buyer's responsibility to ensure that Buyer's BFE suppliers must meet the requirements of the U.S. Customs Service. 3.2 Buyer's further adjustments to the aircraft configuration remain possible on a case-by-case basis, however any such further adjustments will be made in the form of a master change with the value of such master changes to be included in the final delivery invoice for each applicable Aircraft. 4. Letter Agreements. 4.1 Remove and replace, in its entirety, the Attachment A to Letter Agreement No. 6-1162-DME-0706, Purchase Right Aircraft, with a new and revised Attachment A (attached hereto) to now include the exercise of four (4) purchase right aircraft under SA-4. 4.2 For the sake of clarity and understanding between the Parties, the terms and conditions of all Letter Agreements under the Purchase Agreement are understood to be fully available and will apply to purchase right aircraft that have been exercised to become firm purchased aircraft. BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 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 /s/ [illegible] ------------------------ Its Attorney-In-Fact GOL TRANSPORTES AEREOS SA By /s/ Cte. David Barioni Neto/Henrique Constantino ------------------------------------------------- Its VP Technical Witnesses: /s/ Cmte Fernando Sporleder Jr. - -------------------------------- Diretor de Frota Cad. 00033-SAOPP BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 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 1 SA-2 2. Aircraft Information Table 2 SA-2 3. Aircraft Information Table 3 SA-2 4. Aircraft Information Table 4 SA-3 5. Aircraft Information Table 5 SA-4 EXHIBIT A. Aircraft Configuration SA-2 B. Aircraft Delivery Requirements and Responsibilities SUPPLEMENTAL EXHIBITS AE1. Escalation Adjustment/Airframe and Optional Features BFE1. BFE Variables SA-4 CS1. Customer Support Variables EE1. Engine Escalation/Engine Warranty and Patent Indemnity SLP1. Service Life Policy Components BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 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-4 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 16 July 2004 SA-2 20 January 2005 SA-3 07 March 2005 SA-4 24 March 2005 BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 Attachment A to 6-1162-DIM-0706 Record of Purchase Right Aircraft Exercised Remaining Document Aircraft Un-exercised Description Effective Date Exercised Aircraft - ----------- --------------- --------- ------------ PA-2910 17 May 2004 0 28 SA-1 16 July 2004 2 26 SA-2 20 January 2005 0 46 SA-2 20 January 2005 4 42 SA-3 07 March 2005 5 37 SA-4 24 March 2005 4 33 BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 TABLE 5 TO PURCHASE AGREEMENT 2910 AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS AIRFRAME MODEL/MTOW: 737-800 155.500 DETAIL SPECIFICATION: DO 19A001-G (4/30/2004) ENGINE MODEL CFM56-7B27B1 AIRFRAME PRICE BASE YEAR/ESCALATION FORMULA: jul/03 ECI-W Afm AIRFRAME PRICE: $56.806.000 ENGINE PRICE BASE YEAR/ESCALATION FORMULA: N/A N/A OPTIONAL FEATURES: $ 592.400 ----------- SUB-TOTAL OF AIRFRAME AND FEATURES: $57.398.400 AIRFRAME ESCALATION DATA: ENGINE PRICE (PER AIRCRAFT): $ 0 BASE YEAR INDEX (ECI): 165,0 AIRCRAFT BASK PRICE (EXCLUDING BFE/SPE): $57.398.400 BASE YEAR INDEX (ICI): 136,8 =========== BUYER FURNISHED EQUIPMENT (BFE) ESTIMATE: $ 1.250.000 SELLER PURCHASED EQUIPMENT (SPE) ESTIMATE: $ 0 REFUNDABLE DEPOSIT/AIRCRAFT AT PROPOSAL ACCEPT: $ 85.000 ESCALATION ADVANCE PAYMENT PER AIRCRAFT (AMTS. DUE/MOS. PRIOR TO DELIVERY): ESCALATION ESTIMATE ADV 21/18/12/9/6 DELIVERY NUMBER OF FACTOR PAYMENT BASE AT SIGNING 24 MOS. MOS. TOTAL DATE AIRCRAFT (AIRFRAME) PRICE PER A/P 1% 4% 5% 30% - -------- --------- ---------- --------------- ---------- ---------- ----------- ----------- jan-2008 2 1,1667 $66.967.000 $584.670 $2.678.680 $3.348.350 $20.090.100 abr-2008 1 1,1751 $67.449.000 $589.490 $2.697.960 $3.372.450 $20.234.700 ago-2008 1 1,1873 $68.149.000 $596.490 $2.725.960 $3.407.450 $20.444.700 Total: 4 BOEING PROPRIETARY GOT P.A.No. 2910 SA-4 BUYER FURNISHED EQUIPMENT VARIABLES between THE BOEING COMPANY and GOL TRANSPORTES AEREOS SA Supplemental Exhibit BFE1 to Purchase Agreement Number 2910 BOEING PROPRIETARY GOT PA. No. 2910 SA-4 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 Complete 2005 Galley Inserts Complete 2005 Seats (passenger) Complete 2005 Cabin Systems Equipment Complete 2005 Miscellaneous Emergency Equipment Complete 2005 Cargo Handling Systems ****N/A**** BOEING PROPRIETARY GOT PA. No. 2910 SA-4 2. On-dock Dates On or before MARCH 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 (Early roll-out to support flight test, r/o 11/7/05) Aircraft Aircraft -------- Seats 4/19/06 Galleys/Furnishings 10/14/05 Miscellaneous Emergency Equipment 10/14/05 * Emergency floor lighting will be deferred until after flight test. All other cabin lighting and emergency egress lighting will be fully operational per flight test requirements. Estimated deferred on-dock date for floor lighting, 2/19/06 Electronics 8/21/05 Textiles/Raw Material 7/11/05 * All carpets and seat track covers will be deferred until after flight test is complete. Estimated on-dock 1/9/06 Cargo Systems N/A Provision Kits N/A Radomes N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- JULY 2006 AUGUST 2006 Aircraft Aircraft -------- -------- Seats 5/19/06 6/21/06 Galleys/Furnishings 5/12/06 6/14/06 Miscellaneous Emergency Equipment 5/12/06 6/14/06 Electronics 3/19/06 4/21/06 Textiles/Raw Material 2/9/06 3/13/06 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A Item Preliminary On-Dock Dates - ---- ------------------------- SEPTEMBER 2006 OCTOBER 2006 Aircraft Aircraft -------- -------- Seats 7/21/06 8/23/06 Galleys/Furnishings 7/14/06 8/16/06 Miscellaneous Emergency Equipment 7/14/06 8/16/06 Electronics 5/21/06 6/23/06 Textiles/Raw Material 4/10/06 5/15/06 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- NOVEMBER 2006 MARCH 2007 Aircraft Aircraft -------- -------- Seats 9/21/06 1/23/07 Galleys/Furnishings 9/14/06 1/16/07 Miscellaneous Emergency Equipment 9/14/06 1/16/07 Electronics 7/21/06 11/23/06 Textiles/Raw Material 6/12/06 9/21/06 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A Item Preliminary On-Dock Dates - ---- ------------------------- APRIL 2007 JULY 2007 (1) Aircraft Aircraft -------- -------- Seats 2/20/07 5/22/07 Galleys/Furnishings 2/13/07 5/15/07 Miscellaneous Emergency Equipment 2/13/07 5/15/07 Electronics 1/16/07 3/22/07 Textiles/Raw Material 10/30/06 2/8/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- JULY 2007 (2) AUGUST 2007 Aircraft Aircraft -------- -------- Seats 5/23/07 6/21/07 Galleys/Furnishings 5/16/07 6/14/07 Miscellaneous Emergency Equipment 5/16/07 6/14/07 Electronics 3/23/07 4/20/07 Textiles/Raw Material 2/1/07 3/12/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A Item Preliminary On-Dock Dates - ---- ------------------------- SEPTEMBER 2007 OCTOBER 2007 (1) Aircraft Aircraft -------- -------- Seats 7/21/07 8/23/07 Galleys/Furnishings 7/14/07 8/16/07 Miscellaneous Emergency Equipment 7/14/07 8/17/07 Electronics 5/21/07 6/22/07 Textiles/Raw Material 4/9/07 5/10/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- OCTOBER 2007 (2) OCTOBER 2007 (3) Aircraft Aircraft -------- -------- Seats 8/24/07 8/27/07 Galleys/Furnishings 8/17/07 8/20/07 Miscellaneous Emergency Equipment 8/17/07 8/20/07 Electronics 6/25/07 6/27/07 Textiles/Raw Material 5/11/07 5/14/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A Item Preliminary On-Dock Dates - ---- ------------------------- NOVEMBER 2007 (1) NOVEMBER 2007 (2) Aircraft Aircraft -------- -------- Seats 9/21/07 9/24/07 Galleys/Furnishings 9/14/07 9/17/07 Miscellaneous Emergency Equipment 9/14/07 9/17/07 Electronics 7/21/07 7/24/07 Textiles/Raw Material 6/8/07 6/11/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- DECEMBER 2007 (1) DECEMBER 2007 (2) Aircraft Aircraft -------- -------- Seats 10/23/07 10/24/07 Galleys/Furnishings 10/16/07 10/17/07 Miscellaneous Emergency Equipment 10/16/07 10/17/07 Electronics 8/23/07 8/24/07 Textiles/Raw Material 7/11/07 7/12/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A Item Preliminary On-Dock Dates - ---- ------------------------- JANUARY 2008 (1) JANUARY 2008 (2) Aircraft Aircraft -------- -------- Seats 11/21/07 11/22/07 Galleys/Furnishings 11/14/07 11/15/07 Miscellaneous Emergency Equipment 11/14/07 11/15/07 Electronics 11/14/07 11/15/07 Textiles/Raw Material 8/9/07 8/10/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- APRIL 2008 (1) APRIL 2008 (2) Aircraft Aircraft -------- -------- Seats 2/22/08 2/25/07 Galleys/Furnishings 2/15/08 2/18/07 Miscellaneous Emergency Equipment 2/15/08 2/18/07 Electronics 12/21/07 2/18/07 Textiles/Raw Material 10/30/07 8/29/07 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A Item Preliminary On-Dock Dates - ---- ------------------------- AUGUST 2008 (1) AUGUST 2008 (2) Aircraft Aircraft -------- -------- Seats 6/23/08 6/24/08 Galleys/Furnishings 6/16/08 6/17/08 Miscellaneous Emergency Equipment 6/16/08 6/17/08 Electronics 4/23/08 6/17/08 Textiles/Raw Material 3/13/08 3/14/08 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- SEPTEMBER 2008 Aircraft -------- Seats 8/21/08 Galleys/Furnishings 8/14/08 Miscellaneous Emergency Equipment 8/14/08 Electronics 6/20/08 Textiles/Raw Material 4/9/08 Cargo Systems N/A Provision Kits N/A Radomes N/A Item Preliminary On-Dock Dates - ---- ------------------------- FEBRUARY 2009 (1) FEBRUARY 2009 (2) Aircraft Aircraft -------- -------- Seats 12/12/08 12/15/08 Galleys/Furnishings 12/5/08 12/8/08 Miscellaneous Emergency Equipment 12/5/08 12/15/08 Electronics 10/13/08 10/15/08 Textiles/Raw Material 8/29/08 9/2/08 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A BOEING PROPRIETARY GOT PA. No. 2910 SA-4 Item Preliminary On-Dock Dates - ---- ------------------------- MARCH 2009 SEPTEMBER 2009 Aircraft Aircraft -------- -------- Seats 1/23/09 7/24/09 Galleys/Furnishings 1/16/09 7/17/09 Miscellaneous Emergency Equipment 1/16/09 7/17/09 Electronics 11/21/08 5/22/09 Textiles/Raw Material 9/30/08 4/9/09 Cargo Systems N/A N/A Provision Kits N/A N/A Radomes N/A N/A 3. Additional Delivery Requirements Customer will insure that Customer's BFE suppliers provide sufficient information to enable Boeing, when acting as Importer of Record for Customer's BFE, to comply with all applicable provisions of the U.S. Customs Service. BOEING PROPRIETARY GOT PA. No. 2910 SA-4