Supplemental Agreement No. 18 to Purchase Agreement No. 2061 between The Boeing Company and
Exhibit
10.24(r)
Supplemental
Agreement No. 18
to
Purchase
Agreement No. 2061
between
The
Boeing Company
and
Continental
Airlines, Inc.
Relating
to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, is entered
into as of December
23, 2009 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Customer);
WHEREAS, the parties hereto entered
into Purchase Agreement No. 2061 dated October 10, 1997 (the Purchase Agreement)
relating to Boeing Model 777-200ER Aircraft (the Aircraft);
and
WHEREAS,
the parties agree to [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
NOW
THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as follows:
1. Revised Table of
Contents
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.
18.
2. Revised Table
4
Remove
and replace, in its entirety, Table 4 “Aircraft Delivery, Description, Price and
Advance Payments” with a revised Table 4 attached hereto to reflect removal of
the [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
PA
2061 SA18-1
CAL
Supplemental
Agreement No. 18
To
Purchase Agreement No. 2061
3. Other
Terms
Boeing agrees the advance payments paid
with respect to the [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
The effectiveness of this Supplemental
Agreement is contingent on the concurrent execution of the 737 supplemental
agreement no. 53 to purchase agreement no. 1951.
The
Purchase 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
PA
2061 SA18-1
CAL
TABLE OF
CONTENTS
|
ARTICLES
|
Revised By:
|
||
|
1.
|
Quantity,
Model and Description
|
SA
No. 13
|
|
|
2.
|
Delivery
Schedule
|
SA
Xx. 00
|
|
|
0.
|
Xxxxx
|
XX
Xx. 00
|
|
|
0.
|
Payment
|
SA
No. 13
|
|
|
5.
|
Miscellaneous
|
SA
No. 13
|
|
|
TABLE
|
|||
|
1.
|
Aircraft
Information Table 1
|
SA
No. 5
|
|
|
2.
|
Aircraft
Information Table 2
|
SA
No. 9
|
|
|
3.
|
Aircraft
Information Table 3
|
SA
No. 11
|
|
|
4.
|
Aircraft
Information Table 4
|
SA
No. 18
|
|
|
EXHIBIT
|
|||
|
A.
|
Aircraft
Configuration
|
||
|
A1.
|
Aircraft
Configuration for 777-200ER Aircraft (applicable to Table 4
Aircraft)
|
SA
No. 14
|
|
|
B.
|
Aircraft
Delivery Requirements and Responsibilities
|
||
|
SUPPLEMENTAL EXHIBITS
|
|||
|
AE1.
|
Escalation
Adjustment/Airframe and Optional Features (applicable to Table 3
Aircraft)
|
SA
No. 14
|
|
|
AE1-1.
|
Escalation
Adjustment/Airframe and Optional Features (applicable to Table 4
Aircraft)
|
SA
No. 14
|
|
|
BFE1.
|
BFE
Variables
|
||
|
BFE2.
|
BFE
Variables (applicable to Table 4 Aircraft)
|
SA
No. 14
|
|
|
CS1.
|
Customer
Support Variables
|
||
|
EE1.
|
Engine
Escalation/Engine Warranty and Patent Indemnity
|
||
|
EE2.
|
Engine
Escalation/Engine Warranty and Patent Indemnity
|
SA
No. 9
|
|
|
EE3.
|
Engine
Escalation/Engine Warranty and Patent Indemnity (applicable to Tables 3
and 4 Aircraft)
|
SA
No. 13
|
|
|
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
|||
|
LETTER AGREEMENTS
|
|||
|
2061-1R10
|
Option
Aircraft
|
SA
No. 14
|
|
|
2061-2
|
Demonstration
Flights
|
||
|
2061-3
|
Installation
of Cabin Systems Equipment
|
||
|
2061-4
|
Spares
Initial Provisioning
|
||
|
2061-5
|
Flight
Crew Training Spares
|
||
|
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
SA
No. 12
|
||
|
6-1162-AJH-899
|
Supplemental
[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
SA
No. 13
|
|
|
TABLE
OF CONTENTS
|
|||
|
CONFIDENTIAL LETTER
AGREEMENTS
|
Revised By:
|
||
|
6-1161-GOC-087
|
Aircraft
Performance Guarantees
|
||
|
6-1162-GOC-088
|
Promotion
Support
|
||
|
6-1162-GOC-089R4
|
Special
Matters
|
SA
No. 14
|
|
|
6-1162-GOC-172
|
Additional
Matters
|
SA
No. 1
|
|
|
6-1162-CHL-048
|
Rescheduled
Aircraft Agreement
|
SA
No. 9
|
|
|
6-1162-CHL-195
|
Restructure
Agreement for Model 737NG and 757-300 Aircraft
|
SA
No. 10
|
|
|
Dated as of:
|
|
|
Supplemental
Agreement No. 1
|
December
18, 1997
|
|
Supplemental
Agreement No. 2
|
July
30, 1998
|
|
Supplemental
Agreement No. 3
|
September
25, 1998
|
|
Supplemental
Agreement No. 4
|
February
3, 1999
|
|
Supplemental
Agreement No. 5
|
March
26, 1999
|
|
Supplemental
Agreement No. 6
|
May
14, 1999
|
|
Supplemental
Agreement No. 7
|
October
31, 2000
|
|
Supplemental
Agreement No. 8
|
June
29, 2001
|
|
Supplemental
Agreement No. 9
|
June
25, 2002
|
|
Supplemental
Agreement No. 10
|
November
4, 2003
|
|
Supplemental
Agreement No. 11
|
July
28, 2005
|
|
Supplemental
Agreement No. 12
|
March
17, 2006
|
|
Supplemental
Agreement No. 13
|
December
3, 2007
|
|
Supplemental
Agreement No. 14
|
February
20, 2008
|
|
Supplemental
Agreement No. 15
|
October
15, 2008
|
|
Supplemental
Agreement No. 16
|
May
1, 2009
|
|
Supplemental
Agreement No. 17
|
August
31, 2009
|
|
Supplemental
Agreement No. 18
|
December
23, 2009
|
Table
4
to
Purchase Agreement 2061
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
CAL Boeing Proprietary SA
18
