Supplemental Agreement No. 20 to Purchase Agreement No. 2061 between The Boeing Company and
Exhibit 10.5
Supplemental Agreement No. 20
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 August 12, 2010 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]
WHEREAS, the parties also agree to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Whereas the parties previously executed Letter Agreement No. 6-1162-RCN-1892 in regards to the replacement of certain SPE Koito Seats with Xxxxx Seats for 000 Xxxxxxxx Xxxxx Numbers WC223 and WC224 and the parties desire to incorporate such Letter into the Purchase Agreement;
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. 20.
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]
3. Revised Attachment to Letter Agreement 2061-1R10
Remove and replace, in its entirety, the Attachment to Letter Agreement No. 2061-1R10 “Option Aircraft Delivery, Price and Advance Payments”, with the Attachment attached hereto to reflect the termination of Customer’s last 4 Option Aircraft.
4. Option Aircraft Deposit Matters
Boeing and Customer hereby agree to incorporate into the Purchase Agreement Letter Agreement No. 6-1162-RCN-1895 regarding certain Option Aircraft deposit matters which is attached hereto, and which shall be inserted into the Letter Agreement after Letter Agreement No. 6-1162-CHL-195.
5. Letter Agreement No. 6-1162-RCN-1892
Letter Agreement No. 6-1162-RCN-1892 regarding the replacement of certain SPE Koito Seats with Xxxxx Seats which was previously executed by the parties and is attached hereto is hereby incorporated into the Purchase Agreement, and which shall be inserted into the Letter Agreement after Letter Agreement No. 6-1162-CHL-195.
6. Other Terms
The effectiveness of this Supplemental Agreement is contingent on the concurrent execution of the 737 supplemental agreement no. 56 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
TABLE OF CONTENTS
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ARTICLES
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Revised By:
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1.
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Quantity, Model and Description
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SA No. 13
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2.
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Delivery Schedule
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SA Xx. 00
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0.
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Xxxxx
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XX Xx. 00
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0.
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Payment
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SA No. 13
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5.
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Miscellaneous
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SA No. 13
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TABLE
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1.
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Aircraft Information Table 1
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SA No. 5
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2.
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Aircraft Information Table 2
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SA No. 9
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3.
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Aircraft Information Table 3
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SA No. 11
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4.
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Aircraft Information Table 4
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SA No. 20
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EXHIBIT
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A.
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Aircraft Configuration
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A1.
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Aircraft Configuration for 777-200ER Aircraft (applicable to Table 4 Aircraft)
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SA No. 14
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B.
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Aircraft Delivery Requirements and Responsibilities
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SUPPLEMENTAL EXHIBITS
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AE1.
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Escalation Adjustment/Airframe and Optional Features (applicable to Table 3 Aircraft)
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SA No. 14
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AE1-1.
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Escalation Adjustment/Airframe and Optional Features (applicable to Table 4 Aircraft)
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SA No. 14
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BFE1.
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BFE Variables
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BFE2.
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BFE Variables (applicable to Table 4 Aircraft)
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SA No. 14
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CS1.
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Customer Support Variables
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EE1.
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Engine Escalation/Engine Warranty and Patent Indemnity
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EE2.
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Engine Escalation/Engine Warranty and Patent Indemnity
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SA No. 9
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EE3.
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Engine Escalation/Engine Warranty and Patent Indemnity (applicable to Tables 3 and 4 Aircraft)
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SA No. 13
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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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LETTER AGREEMENTS
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2061-1R10
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Option Aircraft
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SA No. 14
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2061-1R10
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(Attachment) Option Aircraft Delivery, Price and Advance Payments
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SA No. 20
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2061-2
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Demonstration Flights
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2061-3
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Installation of Cabin Systems Equipment
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2061-4
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Spares Initial Provisioning
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2061-5
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Flight Crew Training Spares
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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 No. 12
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6-1162-AJH-899
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Supplemental [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA No. 13
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TABLE OF CONTENTS
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CONFIDENTIAL LETTER AGREEMENTS
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Revised By:
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6-1161-GOC-087
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Aircraft Performance Guarantees
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6-1162-GOC-088
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Promotion Support
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6-1162-GOC-089R4
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Special Matters
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SA No. 14
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6-1162-GOC-172
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Additional Matters
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SA No. 1
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6-1162-CHL-048
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Rescheduled Aircraft Agreement
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SA No. 9
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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 No. 10
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6-1162-RCN-1892
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Credit memorandum for Xxxxx Seat Costs
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SA No. 20
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6-1162-RCN-1895
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777 Option Aircraft Deposit Matters
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SA No. 20
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Dated as of:
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Supplemental Agreement No. 1
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December 18, 1997
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Supplemental Agreement No. 2
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July 30, 1998
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Supplemental Agreement No. 3
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September 25, 1998
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Supplemental Agreement No. 4
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February 3, 1999
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Supplemental Agreement No. 5
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March 26, 1999
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Supplemental Agreement No. 6
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May 14, 1999
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Supplemental Agreement No. 7
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October 31, 2000
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Supplemental Agreement No. 8
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June 29, 2001
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Supplemental Agreement No. 9
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June 25, 2002
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Supplemental Agreement No. 10
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November 4, 2003
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Supplemental Agreement No. 11
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July 28, 2005
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Supplemental Agreement No. 12
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March 17, 2006
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Supplemental Agreement No. 13
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December 3, 2007
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Supplemental Agreement No. 14
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February 20, 2008
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Supplemental Agreement No. 15
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October 15, 2008
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Supplemental Agreement No. 16
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May 1, 2009
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Supplemental Agreement No. 17
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August 31, 2009
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Supplemental Agreement No. 18
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December 23, 2009
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Supplemental Agreement No. 19
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March 2, 2010
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Supplemental Agreement Xx. 00
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Xxxxxx 00, 0000
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Xxxxxxxxxx to Letter Agreement 2061-1R10
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]
June 21, 2010
6-1162-RCN-1892
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx XXXXX
Xxxxxxx, XX 00000
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Subject:
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[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for Xxxxx Seats Costs
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Reference: a) Purchase Agreement No. 2061 (the Purchase Agreement)
between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 777-200ER aircraft (the Aircraft)
b) Master Change No. 2525D115A55 Entitled: MP – PASSENGER COMPARTMENT SEATS – REVISION – REPLACE KOITO ECONOMY SEATS WITH XXXXX ECONOMY SEATS – SPE (Master Change)
This Letter Agreement amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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1.
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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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3. Confidential Treatment.
Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY
By /s/ X.X. Xxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 21, 2010
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxxx Xxxxxxxx
Its: Senior Vice President- Procurement
6-1162-RCN-1895
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx XXXXX
Xxxxxxx, XX 00000
Subject: 777 Option Aircraft Deposit Matters
|
Reference:
|
Supplemental Agreement No. 20 to Purchase Agreement No. 2061 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 777-200ER aircraft (the Aircraft)
|
This Letter Agreement amends and supplements the Purchase Agreement. All terms used and not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. Option Deposits for Cancelled Option Aircraft.
Boeing and Customer agree that the deposits held by Boeing for the Option Aircraft terminated pursuant to Supplement Agreement No. 20 to the Purchase Agreement in the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each Option Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be retained by Boeing [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. Confidential Treatment.
Boeing and Customer understand that certain information contained in this Letter Agreement is considered by both parties to be confidential. Boeing and Customer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.
BOEING PROPRIETARY
Continental Airlines, Inc.
6-1162-RCN-1895
Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx Xxxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 12, 2010
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxxx Xxxxxxxx
Its: Senior Vice President-Procurement
BOEING PROPRIETARY
