Supplemental Agreement No. 49 to Purchase Agreement No. 1951 Between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
EXHIBIT
10.4
Supplemental
Agreement No. 49
to
Purchase
Agreement No. 1951
Between
The
Boeing Company
and
Continental
Airlines, Inc.
Relating
to Boeing Model 737 Aircraft
THIS
SUPPLEMENTAL AGREEMENT, is entered into as of May 1 , 2009 by and
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC.
(Buyer);
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, 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 Agreement as follows:
1. Table of Contents, Articles,
Tables and Exhibits:
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. 49.
1.2 Remove
and replace, in their entirety, pages T-2-2 and T-2-3 of Table 1 entitled the
“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-3-5 of Table 1 entitled the “Aircraft
Deliveries and Descriptions, Model 737-800 Aircraft”, with the revised page
T-3-5 of Table 1 attached hereto, and add page T-3-6.
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/ Xxxxxx
Xxxxxxxx
Its:
Attorney-In-Fact Its: Senior Vice President
-
Finance and
Treasurer
P.A.
1951
CAL
SA 49-
TABLE OF
CONTENTS
|
Page
|
SA
|
||
|
ARTICLES
|
Number
|
Number
|
|
|
1.
|
Subject
Matter of Sale
|
1-1
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SA
39
|
|
2.
|
Delivery,
Title and Risk of Loss
|
2-1
|
|
|
3.
|
Price
of Aircraft
|
3-1
|
SA
39
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|
4.
|
Taxes
|
4-1
|
|
|
5.
|
Payment
|
5-1
|
|
|
6.
|
Excusable
Delay
|
6-1
|
|
|
7.
|
Changes
to the Detail Specification
|
7-1
|
SA
39
|
|
8.
|
Federal
Aviation Requirements and
Certificates
and Export License
|
8-1
|
SA
39
|
|
9.
|
Representatives,
Inspection,
Flights
and Test Data
|
9-1
|
|
|
10.
|
Assignment,
Resale or Lease
|
10-1
|
|
|
11.
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Termination
for Certain Events
|
11-1
|
|
|
12.
|
Product
Assurance; Disclaimer and
Release;
Exclusion of Liabilities:
Customer
Support; Indemnification
and
Insurance
|
12-1
|
|
|
13.
|
Buyer
Furnished Equipment and
Spare
parts
|
13-1
|
|
|
14.
|
Contractual
Notices and Requests
|
14-1
|
SA
39
|
|
15.
|
Miscellaneous
|
15-1
|
|
P.A.
1951
SA 49
N/CAL
|
|
TABLE
OF CONTENTS
|
|
Page
|
SA
|
||
|
TABLES
|
Number
|
Number
|
|
|
1.
|
Aircraft
Deliveries and
Descriptions
– 737-500
|
T-1
|
SA
3
|
|
Aircraft
Deliveries and
Descriptions
– 737-700
|
T-2
|
SA
49
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-800
|
T-3
|
SA
49
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-600
|
T-4
|
SA
4
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-900
|
T-5
|
SA
39
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-900ER
|
T-6
|
SA
48
|
|
|
SA
|
|||
|
EXHIBITS
|
Number
|
||
|
A-1
|
Aircraft
Configuration – Model 737-724
(Aircraft
delivering through July 2004)
|
SA
26
|
|
|
A-1.1
|
Aircraft
Configuration – Model 737-724
(Aircraft
delivering on or after August 2004)
|
SA
26
|
|
|
A-2
|
Aircraft
Configuration – Model 737-824
(Aircraft
delivering through July 2004)
|
SA
26
|
|
|
A-2.1
|
Aircraft
Configuration – Model 737-824
(Aircraft
delivering August 2004)
|
SA
41
|
|
|
A-2.2
|
Aircraft
Configuration – Model 737-824
(Aircraft
delivering January 2008 through
July
2008)
|
SA
45
|
|
|
A-2.3
|
Aircraft
Configuration – Model 737-824
(Aircraft
delivering after July 2008)
|
SA
45
|
|
|
A-3
|
Aircraft
Configuration – Model 737-624
|
SA
1
|
|
|
|
TABLE
OF CONTENTS
|
|
SA
|
|||
|
EXHIBITS
(continued)
|
Number
|
||
|
A-4
|
Aircraft
Configuration – Model 737-524
|
SA
3
|
|
|
A-5
|
Aircraft
Configuration – Model 737-524
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
SA
26
|
|
|
A-6
|
Aircraft
Configuration – Model 737-924ER
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
SA
45
|
|
|
A-6.1
|
Aircraft
Configuration – Model 737-924ER
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
SA
45
|
|
|
B
|
Product
Assurance Document
|
SA
1
|
|
|
C
|
Customer
Support Document – Code Two -
Major
Model Differences
|
SA
1
|
|
|
C1
|
Customer
Support Document – Code Three -
Minor
Model Differences
|
SA
39
|
|
|
D
|
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]
|
SA
1
|
|
|
D1
|
Airframe
and Engine Price Adjustments -
Current
Generation Aircraft
|
SA
1
|
|
|
D2
|
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]
|
SA
5
|
|
|
D3
|
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]
|
SA
41
|
|
|
D4
|
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]
|
SA
41
|
|
|
E
|
Buyer
Furnished Equipment Provisions Document
|
SA
39
|
|
|
F
|
Defined
Terms Document
|
SA
5
|
|
P.A.
1951
SA 49
N/CAL
|
|
TABLE
OF CONTENTS
|
|
SA
|
||||
|
LETTER
AGREEMENTS
|
Number
|
|||
|
1951-1
|
Not
Used
|
|||
|
1951-2R4
|
Seller
Purchased Equipment
|
SA
39
|
||
|
1951-3R22
|
Option
Aircraft-Model 737-824 Aircraft
|
SA
38
|
||
|
1951-4R1
|
Waiver
of Aircraft Demonstration
|
SA
1
|
||
|
1951-5R3
|
Promotional
Support – New Generation
Aircraft
|
SA
48
|
||
|
1951-6
|
Configuration
Matters
|
|||
|
1951-7R1
|
Spares
Initial Provisioning
|
SA
1
|
||
|
1951-8R2
|
Escalation
Sharing – New Generation
Aircraft
|
SA
4
|
||
|
1951-9R21
|
Option
Aircraft-Model 737-724 Aircraft
|
SA
48
|
||
|
1951-11R1
|
Escalation
Sharing-Current Generation
Aircraft
|
SA
4
|
||
|
1951-12R7
|
Option
Aircraft – Model 737-924 Aircraft
|
SA
32
|
||
|
1951-13
|
Configuration
Matters – Model 737-924
|
SA
5
|
||
|
1951-14
|
Installation
of Cabin Systems Equipment
737-924
|
SA
22
|
||
|
1951-15
|
Configuration
Matters – Model737-924ER
|
SA
39
|
||
P.A.
1951
SA 49
N/CAL
TABLE OF
CONTENTS
|
SA
|
||||
|
RESTRICTED
LETTER AGREEMENTS
|
Number
|
|||
|
6-1162-MMF-295
|
Performance
Guarantees – Model
737-724
Aircraft
|
|||
|
6-1162-MMF-296
|
Performance
Guarantees – Model
737-824
Aircraft
|
|||
|
6-1162-MMF-308R4
|
Disclosure
of Confidential
Information
|
SA
39
|
||
|
6-1162-MMF-309R1
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
1
|
||
|
6-1162-MMF-311R6
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
46
|
||
|
6-1162-MMF-312R
|
Special
Purchase Agreement
Provisions
|
SA
1
|
||
|
6-1162-MMF-319
|
Special
Provisions Relating to the
Rescheduled
Aircraft
|
|||
|
6-1162-MMF-378R1
|
Performance
Guarantees – Model
737-524
Aircraft
|
SA
3
|
||
|
6-1162-GOC-015R1
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
31
|
||
|
6-1162-GOC-131R10
|
Special
Matters
|
SA
46
|
||
|
6-1162-DMH-365
|
Performance
Guarantees – Model
737-924
Aircraft
|
SA
5
|
||
|
6-1162-DMH-624
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
8
|
||
|
6-1162-DMH-680
|
Delivery
Delay Resolution Program
|
SA
9
|
||
|
6-1162-DMH-1020
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
14
|
||
|
6-1162-DMH-1035
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
15
|
||
|
6-1162-DMH-1054
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
16
|
||
|
6-1162-CHL-048
|
Rescheduled
Aircraft Agreement
|
SA
26
|
||
|
6-1162-CHL-195
|
Restructure
Agreement for Model
737NG
and 757-300 Aircraft
|
SA
30
|
||
|
6-1162-MSA-768
|
Performance
Guarantees – Model
737-924ER
Aircraft
|
SA
39
|
||
|
6-1162-SEE-133
|
[CONFIDENTIAL
MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT]
|
SA
46
|
||
|
6-1162-SEE-0176R4
|
Record
Option Proposals
|
SA
48
|
||
P.A.
1951
SA 49
N/CAL
TABLE OF
CONTENTS
SUPPLEMENTAL
AGREEMENTSDATED AS OF:
|
|
Supplemental
Agreement No. 1 October 10,
1996
|
|
|
Supplemental
Agreement No. 2 March 5,
1997
|
|
|
Supplemental
Agreement No. 3 July 17,
1997
|
|
|
Supplemental
Agreement No. 4 October 10,
1997
|
|
|
Supplemental
Agreement No. 5 May 21,
1998
|
|
|
Supplemental
Agreement No. 6 July 30,
1998
|
|
|
Supplemental
Agreement No. 7 November 12,
1998
|
|
|
Supplemental
Agreement No. 8 December 7,
1998
|
|
|
Supplemental
Agreement No. 9 February 18,
1999
|
|
|
Supplemental
Agreement No. 10 March 19,
1999
|
|
|
Supplemental
Agreement No. 11 May 14,
1999
|
|
|
Supplemental
Agreement No. 12 July 2,
1999
|
|
|
Supplemental
Agreement No. 13 October 13,
1999
|
|
|
Supplemental
Agreement No. 14 December 13,
1999
|
|
|
Supplemental
Agreement No. 15 January 13,
2000
|
|
|
Supplemental
Agreement No. 16 March 17,
2000
|
|
|
Supplemental
Agreement No. 17 May 16,
2000
|
|
|
Supplemental
Agreement No. 18 September 11,
2000
|
|
|
Supplemental
Agreement No. 19 October 31,
2000
|
|
|
Supplemental
Agreement No. 20 December 21,
2000
|
|
|
Supplemental
Agreement No. 21 March 30,
2001
|
TABLE OF
CONTENTS
SUPPLEMENTAL
AGREEMENTSDATED AS OF:
|
|
Supplemental
Agreement No. 22 May 23,
2001
|
|
|
Supplemental
Agreement No. 23 June 29,
2001
|
|
|
Supplemental
Agreement No. 24 August 31,
2001
|
|
|
Supplemental
Agreement No. 25 December 31,
2001
|
|
|
Supplemental
Agreement No. 26 March 29,
2002
|
|
|
Supplemental
Agreement No. 27 November 6,
2002
|
|
|
Supplemental
Agreement No. 28 April 1,
2003
|
|
|
Supplemental
Agreement No. 29 August 19,
2003
|
|
|
Supplemental
Agreement No. 30 November 4,
2003
|
|
|
Supplemental
Agreement No. 31 August 20,
2004
|
|
|
Supplemental
Agreement No. 32 December 29,
2004
|
|
|
Supplemental
Agreement No. 33 December 29,
2004
|
|
|
Supplemental
Agreement No. 34 June 22,
2005
|
|
|
Supplemental
Agreement No. 35 June 30,
2005
|
|
|
Supplemental
Agreement No. 36 July 21,
2005
|
|
|
Supplemental
Agreement No. 37 March 30,
2006
|
|
|
Supplemental
Agreement No. 38 June 6,
2006
|
|
|
Supplemental
Agreement No. 39 August 3,
2006
|
|
|
Supplemental
Agreement No. 40 December 5,
2006
|
|
|
Supplemental
Agreement No. 41 June 1,
2007
|
|
|
Supplemental
Agreement No. 42 June 13,
2007
|
|
|
Supplemental
Agreement No. 43 July 18,
2007
|
TABLE OF
CONTENTS
SUPPLEMENTAL
AGREEMENTSDATED AS OF:
|
|
Supplemental
Agreement No. 44 December 7,
2007
|
|
|
Supplemental
Agreement No. 45 February 20,
2008
|
|
|
Supplemental
Agreement No. 46 June 25,
2008
|
|
|
Supplemental
Agreement No. 47 October 30,
2008
|
|
|
Supplemental
Agreement No. 48 January 29,
2009
|
|
|
Supplemental
Agreement No. 49 May 1,
2009
|
P.A.
1951
SA 49
N/CAL
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]
CAL
Page T-2-2 SA 49
Boeing
Proprietary
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]
CAL
Page T-3-5 SA 49
Boeing
Proprietary
