Supplemental Agreement No. 55 to Purchase Agreement No. 1951 (the Agreement) Between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
Exhibit 10.3
Supplemental Agreement No. 55
to
Purchase Agreement No. 1951
(the Agreement)
Between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 737 Aircraft
THIS SUPPLEMENTAL AGREEMENT, is entered into as of March 31, 2010 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer);
WHEREAS, in consideration of Customer’s purchase of fourteen (14) Aircraft in 2009 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Customer wishes to exercise its [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Customer has previously agreed to allow Boeing to use certain aircraft for flight testing in accordance with Letter Agreement 6-1162-RCN-1890;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:
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1.
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Table of Contents, Articles, Tables, Exhibits, and Letter Agreements:
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1.1 Remove and replace, in its entirety, the “Table of Contents”, with the “Table of Contents” attached hereto, to reflect the changes made by this Supplemental Agreement No. 55.
1.2 Remove and replace, in their entirety, pages T-2-2 and T-2-3 of Table 1 each entitled “Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised pages T-2-2 and T-2-3 of Table 1 attached hereto.
1.3 Remove and replace, in its entirety, page T-3-7 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-800 Aircraft”, with the revised page T-3-7 of Table 1 attached hereto.
1.4 Remove and replace, in its entirety, Attachment 1 to Letter Agreement 6-1162-RCN-1890 with the revised Attachment 1 to Letter Agreement 6-1162-RCN-1890, attached hereto.
1.5 Remove and replace, in its entirety, Attachment B to Letter Agreement No. 1951-9R20 with the revised Attachment B to Letter Agreement No. 1951-9R20 attached hereto.
The Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first written above.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
Its: Attorney-in-Fact Its: Senior Vice President –Procurement
TABLE OF CONTENTS
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Page
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SA
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ARTICLES
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Number
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Number
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1.
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Subject Matter of Sale
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1-1
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SA 39
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2.
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Delivery, Title and Risk of Loss
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2-1
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3.
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Price of Aircraft
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3-1
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SA 39
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4.
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Taxes
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4-1
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5.
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Payment
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5-1
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6.
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Excusable Delay
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6-1
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7.
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Changes to the Detail Specification
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7-1
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SA 39
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8.
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Federal Aviation Requirements and
Certificates and Export License
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8-1
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SA 39
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9.
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Representatives, Inspection,
Flights and Test Data
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9-1
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10.
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Assignment, Resale or Lease
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10-1
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11.
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Termination for Certain Events
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11-1
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12.
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Product Assurance, Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance
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12-1
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13.
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Buyer Furnished Equipment and
Spare Parts
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13-1
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14.
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Contractual Notices and Requests
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14-1
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SA 39
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15.
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Miscellaneous
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15-1
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TABLE OF CONTENTS
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Page
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SA
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TABLES
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Number
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Number
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1.
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Aircraft Deliveries and
Descriptions – 737-500
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T-1
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SA 3
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Aircraft Deliveries and
Descriptions – 737-700
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T-2
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SA 55
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Aircraft Deliveries and
Descriptions – 737-800
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T-3
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SA 55
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Aircraft Deliveries and
Descriptions – 737-600
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T-4
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SA 4
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Aircraft Deliveries and
Descriptions – 737-900
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T-5
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SA 39
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Aircraft Deliveries and
Descriptions – 737-900ER
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T-6
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SA 53
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EXHIBITS
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A-1
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Aircraft Configuration – Model 737-724
(Aircraft delivering through July 2004)
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SA 26
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A-1.1
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Aircraft Configuration – Model 737-724
(Aircraft delivering on or after August 2004)
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SA 46
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A-2
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Aircraft Configuration – Model 737-824
(Aircraft delivering through July 2004)
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SA 26
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A-2.1
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Aircraft Configuration – Model 737-824
(Aircraft delivering August 2004 through
December 2007)
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SA 41
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A-2.2
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Aircraft Configuration – Model 737-824
(Aircraft delivering January 2008 through
July 2008)
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SA 45
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A-2.3
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Aircraft Configuration – Model 737-824
(Aircraft scheduled to deliver between August 2008 and October 2010)
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SA 50
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A-2.4
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Aircraft Configuration – Model 737-824
(Aircraft scheduled to deliver in or after November 2010)
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SA 50
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A-3
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Aircraft Configuration – Model 737-624
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SA 1
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A-4
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Aircraft Configuration – Model 737-524
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SA 3
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A-5
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Aircraft Configuration – Model 737-924
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 26
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A-6
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Aircraft Configuration – Model 737-924ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 45
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A-6.1
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Aircraft Configuration – Model 737-924ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 53
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A-6.2
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Aircraft Configuration – Model 737-924ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 53
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B
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Product Assurance Document
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SA 1
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C
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Customer Support Document – Code Two –
Major Model Differences
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SA 1
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C1
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Customer Support Document – Code Three –
Minor Model Differences
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SA 39
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D
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Aircraft Price Adjustments – New Generation
Aircraft (1995 Base Price - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 1
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D1
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Airframe and Engine Price Adjustments –
Current Generation Aircraft
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SA 1
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D2
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Aircraft Price Adjustments – New Generation
Aircraft (1997 Base Price - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 5
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D3
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Aircraft Price Adjustments - New
Generation Aircraft (July 2003 Base Price –
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 41
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D4
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Escalation Adjustment – Airframe and
Optional Features [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 41
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E
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Buyer Furnished Equipment Provisions Document
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SA 39
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F
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Defined Terms Document
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SA 5
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TABLE OF CONTENTS
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SA
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LETTER AGREEMENTS
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Number
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1951-1
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Not Used
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1951-2R4
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Seller Purchased Equipment
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SA 39
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1951-3R22
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Option Aircraft-Model 737-824 Aircraft
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SA 38
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1951-4R1
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Waiver of Aircraft Demonstration
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SA 1
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1951-5R3
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Promotional Support – New Generation
Aircraft
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SA 48
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1951-6
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Configuration Matters
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1951-7R1
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Spares Initial Provisioning
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SA 1
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1951-8R2
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Escalation Sharing – New Generation Aircraft
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SA 4
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1951-9R20
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Option Aircraft-Model 737-724 Aircraft
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SA 55
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1951-11R1
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Escalation Sharing-Current Generation
Aircraft
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SA 4
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1951-12R7
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Option Aircraft – Model 737-924 Aircraft
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SA 32
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1951-13
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Configuration Matters – Model 737-924
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SA 5
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1951-14
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Installation of Cabin Systems Equipment
737-924
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SA 22
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1951-15
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Configuration Matters – Model 737-924ER
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SA 39
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TABLE OF CONTENTS
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SA
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RESTRICTED LETTER AGREEMENTS
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Number
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6-1162-MMF-295
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Performance Guarantees – Model
737-724 Aircraft
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6-1162-MMF-296
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Performance Guarantees – Model
737-824 Aircraft
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6-1162-MMF-308R4
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Disclosure of Confidential
Information
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SA 39
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6-1162-MMF-309R1
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 1
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6-1162-MMF-311R6
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 46
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6-1162-MMF-312R1
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Special Purchase Agreement Provisions
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SA 1
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6-1162-MMF-319
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Special Provisions Relating to the
Rescheduled Aircraft
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6-1162-MMF-378R1
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Performance Guarantees – Model
737-524 Aircraft
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SA 3
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6-1162-GOC-015R1
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 31
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6-1162-GOC-131R10
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Special Matters
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SA 46
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6-1162-DMH-365
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Performance Guarantees – Model
737-924 Aircraft
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SA 5
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6-1162-DMH-624
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 8
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6-1162-DMH-680
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Delivery Delay Resolution Program
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SA 9
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6-1162-DMH-1020
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 14
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6-1162-DMH-1035
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 15
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6-1162-DMH-1054
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 16
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6-1162-CHL-048
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Rescheduled Aircraft Agreement
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SA 26
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6-1162-CHL-195
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Restructure Agreement for Model
737NG and 757-300 Aircraft
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SA 30
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6-1162-MSA-768
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Performance Guarantees – Model
737-924ER Aircraft
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SA 39
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6-1162-SEE-133
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[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 46
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6-1162-SEE-0176R4
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Record Option Proposals
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SA 48
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6-1162-SEE-0187
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Passenger Service Unit Resolution
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SA 50
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6-1162-SEE-0225R1
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Use of Aircraft – Carbon Brakes [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Testing
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SA 50
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6-1162-SEE-0263
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Use of Aircraft – 737NG
Performance Improvement Package Testing
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SA 50
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6-1162-RCN-1888
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Use of Aircraft – Boeing 747-800 and 787 Flight Test Training
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SA 53
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6-1162-RCN-1890
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Use of Aircraft for Testing
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SA 55
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TABLE OF CONTENTS
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DATED AS OF:
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Supplemental Agreement No. 1
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October 10, 1996
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Supplemental Agreement No. 2
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March 5, 1997
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Supplemental Agreement No. 3
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July 17, 1997
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Supplemental Agreement No. 4
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October 10, 1997
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Supplemental Agreement No. 5
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May 21, 1998
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Supplemental Agreement No. 6
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July 30, 1998
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Supplemental Agreement No. 7
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November 12, 1998
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Supplemental Agreement No. 8
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December 7, 1998
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Supplemental Agreement No. 9
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February 18, 1999
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Supplemental Agreement No. 10
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March 19, 1999
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Supplemental Agreement No. 11
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May 14, 1999
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Supplemental Agreement No. 12
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July 2, 1999
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Supplemental Agreement No. 13
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October 13, 1999
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Supplemental Agreement No. 14
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December 13, 1999
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Supplemental Agreement No. 15
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January 13, 2000
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Supplemental Agreement No. 16
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March 17, 2000
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Supplemental Agreement No. 17
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May 16, 2000
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Supplemental Agreement No. 18
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September 11, 2000
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Supplemental Agreement No. 19
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October 31, 2000
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Supplemental Agreement No. 20
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December 21, 2000
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Supplemental Agreement No. 21
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March 30, 2001
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Supplemental Agreement No. 22
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May 23, 2001
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Supplemental Agreement No. 23
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June 29, 2001
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Supplemental Agreement No. 24
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August 31, 2001
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Supplemental Agreement No. 25
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December 31, 2001
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Supplemental Agreement No. 26
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March 29, 2002
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Supplemental Agreement No. 27
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November 6, 2002
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Supplemental Agreement No. 28
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April 1, 2003
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Supplemental Agreement No. 29
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August 19, 2003
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Supplemental Agreement No. 30
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November 4, 2003
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Supplemental Agreement No. 31
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August 20, 2004
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Supplemental Agreement No. 32
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December 29, 2004
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Supplemental Agreement No. 33
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December 29, 2004
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Supplemental Agreement No. 34
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June 22, 2005
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Supplemental Agreement No. 35
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June 30, 2005
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Supplemental Agreement No. 36
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July 21, 2005
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Supplemental Agreement No. 37
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March 30, 2006
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Supplemental Agreement No. 38
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June 6, 2006
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Supplemental Agreement No. 39
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August 3, 2006
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Supplemental Agreement No. 40
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December 5, 2006
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Supplemental Agreement No. 41
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June 1, 2007
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Supplemental Agreement No. 42
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June 13, 2007
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Supplemental Agreement No. 43
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July 18, 2007
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Supplemental Agreement No. 44
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December 7, 2007
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Supplemental Agreement No. 45
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February 20, 2008
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Supplemental Agreement No. 46
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June 25, 2008
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Supplemental Agreement No. 47
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October 30, 2008
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Supplemental Agreement No. 48
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January 29, 2009
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Supplemental Agreement No. 49
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May 1, 2009
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Supplemental Agreement No. 50
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July 23, 2009
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Supplemental Agreement No. 51
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August 5, 2009
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Supplemental Agreement No. 52
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August 31, 2009
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Supplemental Agreement No. 53
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December 23, 2009
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Supplemental Agreement No. 55
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March 31, 2010
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Table 1 to Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page T-2-2
Boeing Proprietary SA55
Table 1 to Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page T-2-3
Boeing Proprietary SA55
Table 1 to Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-800 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page T-3-7
Boeing Proprietary SA55
Attachment to 6-1162-RCN-1890
Update No. 2
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Aircraft No.
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EWA No. *
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Estimated Flight Test Hrs.
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Actual Flight Test Hrs.
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Scheduled Delivery Month
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Revised Delivery Month
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Test Program $ Value
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Wheels, tires, brakes replaced?
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Engines Borescoped?
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3138/YJ571
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Y3333-003
Y3232-008
Y3290-001
Y3242-021
Y3013-053
Y2227-004
Y3243-048
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No greater than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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TBD**
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TBD**
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[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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No
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Yes
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3138/YJ571
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Y3243-046
Y3243-045
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No greater than 00
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XXX**
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XXX**
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$23,000
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No
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Yes
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* EWA is the Boeing Engineering Work Authorization form number. Such form contains the test description and will be provided to Customer concurrent with this attachment.
** Target delivery dates are TBD due to Koito Seat delays. When more firm target delivery dates are known, they will be provided to Customer.
Approved by:
CONTINENTAL AIRLINES, INC.
By __________________________
Its ___________________________
Attachment B to
Letter Agreement 1951-9R20
Option Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page 1 of 3
Boeing Proprietary SA55
Attachment B to
Letter Agreement 1951-9R20
Option Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page 2 of 3
Boeing Proprietary SA55
Attachment B to
Letter Agreement 1951-9R20
Option Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page 3 of 3
Boeing Proprietary SA55
