Supplemental Agreement No. 44 to Purchase Agreement No. 1951 Between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
EXHIBIT 10.21(as)
Supplemental Agreement No. 44
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
December 7, 2007 by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, conditioned on the acceptance of this Supplemental Agreement No. 44, Boeing will offer Supplemental Agreement No. 45 to Buyer for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Boeing and Buyer agree to modify the Table 1 to change the Advance Payment Base Price to reflect the same amount as of SA 41 for Serial Numbers 33533, 33534, 33535, 30132, and correct the Escalation Factor and Advance Payment Base Price for Serial Numbers 36599, 33537, 36600, 31659, 37102, and 37101.
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, and Letter Agreements:
- 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. 44.
- 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.
- Remove and replace, in its entirety, pages T-6-1 and T-6-2 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft", with the revised pages T-6-1 and T-6-2 of Table 1 attached hereto.
- Remove and replace, in its entirety, page T-2-2 and T-2-3 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", with the revised page T-2-2 and T-2-3 of Table 1 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.
Notwithstanding any other provision of this Supplemental Agreement No. 44 to the contrary, if Boeing and Customer have not executed a subsequent supplemental agreement [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], then this Supplemental Agreement No. 44 shall be null and void.
EXECUTED IN DUPLICATE as of the day and year first written above.
THE BOEING COMPANY Continental Airlines, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxx
Its: Attorney-In-Fact Its: Senior Vice President -
Finance and Treasurer
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
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 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 SA
Number Number
TABLES
1. Aircraft Deliveries and
Descriptions - 737-500 T-1 SA 3
Aircraft Deliveries and
Descriptions - 737-700 T-2 SA 44
Aircraft Deliveries and
Descriptions - 737-800 T-3 SA 44
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 44
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 41
A-2 Aircraft Configuration - Model 737-824
(Aircraft delivering through July 2004) SA 26
A-2.1 Aircraft Configuration - Model 737-824
(Aircraft delivering through August 2004
through December 2007) SA 41
A-2.2 Aircraft Configuration - Model 737-824
(Aircraft delivering on or after January 2008 SA 41
A-3 Aircraft Configuration - Model 737-624 SA 1
A-4 Aircraft Configuration - Model 737-524 SA 3
TABLE OF CONTENTS
SA
Number
EXHIBITS (continued)
A-5 Aircraft Configuration - Model 737-924
(Aircraft delivering through July 2004) SA 26
A-6 Aircraft Configuration - Model 737-924ER SA 41
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 SEPERATELY
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
TABLE OF CONTENTS
SA
Number
EXHIBITS (continued)
E Buyer Furnished Equipment
Provisions Document SA 39
F Defined Terms Document SA 5
TABLE OF CONTENTS
SA
Number
LETTER AGREEMENTS
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
1951-9R19 Option Aircraft-Model 737-724 Aircraft SA 42
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
- Installation of Cabin Systems Equipment
737-924 SA 22
1951-15 Configuration Matters - Model 737-924ER SA 39
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
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-311R5 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 39
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-131R9 Special Matters SA 42
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
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS (continued)
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 TOA REQUEST
FOR CONFIDENTIAL TREATMENT] SA 14
6-1162-DMH-1054 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] SA 14
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
TABLE OF CONTENTS
SUPPLEMENTAL AGREEMENTS 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
TABLE OF CONTENTS
SUPPLEMENTAL AGREEMENTS DATED AS OF:
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
TABLE OF CONTENTS
SUPPLEMENTAL AGREEMENTS DATED AS OF:
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
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]
