Supplemental Agreement No. 47 to Purchase Agreement No. 1951 Between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
EXHBIT
10.21(av)
Supplemental
Agreement No. 47
to
Purchase
Agreement No. 1951
Between
The
Boeing Company
and
Continental
Airlines, Inc.
Relating
to Boeing Model 737 Aircraft
THIS
SUPPLEMENTAL AGREEMENT, entered into as of October
30, 2008 by and
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC.
(Buyer);
WHEREAS, the parties
agree to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, in order to
accommodate the [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. 47.
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.
2. Letter
Agreements:
2.1
Remove and replace, in its entirety, Attachment B to Letter Agreement No.
1951-9R20, “Option Aircraft – Model 737-724 Aircraft”, with the revised
Attachment B attached hereto.
3. [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Customer
agrees that [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
4. Reschedule Rights to Account
for the IAM Strike
Boeing’s labor contract renewal date
with its principal employee union (the IAM) expired at midnight on September 3,
2008. After a 48 hour mediation effort, the IAM initiated a strike on September
6, 2008. Customer acknowledges that the Revised Delivery Dates
discussed in the first and second paragraphs above and also reflected in the
revised pages T-2-2 and T-2-3 to Table 1 and Attachment B to Letter Agreement
No. 1951-9R20, are based on Boeing’s manufacturing capabilities prior to the IAM
strike.
When the IAM strike ends, Boeing will
determine the effect of the strike on the Revised Delivery Dates herein and
Boeing will provide to Customer a new set of Revised Delivery Dates which will
reflect the effect of such strike (Post Strike Revised Delivery
Dates). Customer hereby agrees to incorporate into the Purchase
Agreement such Post Strike Revised Delivery Dates. Customer also
acknowledges that [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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/ X.X.
Xxxxxx By: /s/Xxxxxx
Xxxxxxxx
Its:
Attorney-In-Fact Its: Senior Vice President
-
Finance and
Treasurer
TABLE OF
CONTENTS
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Page
Number
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SA
Number
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||
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ARTICLES
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|||
|
1.
|
Subject
Matter of
Sale
|
1-1
|
SA
39
|
|
2.
|
Delivery,
Title and Risk of
Loss
|
2-1
|
|
|
3.
|
Price
of
Aircraft
|
3-1
|
SA
39
|
|
4.
|
Taxes 40
|
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.
|
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
|
|
|
|
TABLE
OF CONTENTS
|
|
Page
Number
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SA
Number
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|||
|
TABLES
|
||||
|
1.
|
Aircraft
Deliveries and Descriptions - 737-500
|
T-1
|
SA
3
|
|
|
Aircraft
Deliveries and Descriptions - 737-700
|
T-2
|
SA
47
|
||
|
Aircraft
Deliveries and Descriptions - 737-800
|
T-3
|
SA
45
|
||
|
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
47
|
||
|
EXHIBITS
|
||||
|
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
46
|
||
|
A-2
|
Aircraft
Configuration - Model 737-724
(Aircraft
delivering July
2004)
|
SA
26
|
||
|
A-2.1
|
Aircraft
Configuration - Model 737-824
(Aircraft
delivering August 2004 through December 2007)
|
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
|
||
|
A-4
|
Aircraft
Configuration - Model
737-524
|
SA
3
|
||
|
A-5
|
Aircraft
Configuration - Model 737-924
[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 737-92ER
[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
|
Aircraft
and Engine Price Adjustments -
Current
Generation
Aircraft
|
SA
5
|
||
|
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
|
||
|
|
TABLE
OF CONTENTS
|
|
LETTER AGREEMENTS
|
SA
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
39
|
|
1951-6
|
Configuration
Matters
|
|
|
1951-7R1
|
Spares
Initial
Provisioning
|
SA
1
|
|
1951-8R2
|
Escalation
Sharing - New Generation
Aircraft
|
SA
4
|
|
1951-9R20
|
Option
Aircraft-Model 737-724 Aircraft SA 45
|
SA
45
|
|
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 - Model
737-924ER
|
SA
39
|
TABLE OF
CONTENTS
|
RESTRICTED LETTER
AGREEMENTS
|
SA
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-312R1
|
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-CHLl-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
|
TABLE OF
CONTENTS
|
DATED 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
|
|
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
|
|
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
|
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]
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]
