Supplemental Agreement No. 48 to Purchase Agreement No. 1951 Between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
EXHIBIT
10.3
Supplemental
Agreement No. 48
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 January
29 ,
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]
WHEREAS, Boeing and Customer agree to
incorporate new galleys and Head Impact Criteria requirements on the 737-800 and
737-900ER Model Aircraft.
WHEREAS, Boeing and
Customer have agreed to extend the expiration date for the [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] described in paragraph 2
of Letter Agreement 1951-5.
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. 48.
1.2 Remove
and replace, in its entirety, pages T-2-1, 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-2-1, T-2-2 and T-2-3 of Table 1 attached hereto.
1.3 Remove
and replace, in their entirety, pages T-3-5 of Table 1 entitled the “Aircraft
Deliveries and Descriptions, Model 737-800 Aircraft”, with the revised pages
T-3-5 of Table 1 attached hereto.
1.4 Remove
and replace, in their entirety, pages T-6-2 of Table 1 entitled the “Aircraft
Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised pages
T-6-2 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.
2.2
Incorporate Letter Agreement 6-1162-SEE-0176R4, “Record Option
Proposals”.
2.3 Remove
and replace, in it’s entirety, Letter Agreement 1951-5R3, with the attached
Letter Agreement 1951-5R4.
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. [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
The Aircraft with serial
numbers [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
All other Aircraft listed
above will be re-contracted into their post-strike target delivery months,
[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/ Xxxxx
Xxxxxxxxx By: /s/ Xxxxxx
Xxxxxxxx
Its:
Attorney-In-Fact Its: Senior Vice President
-
Finance and
Treasurer
TABLE OF
CONTENTS
|
Page
|
SA
|
||
|
ARTICLES
|
Number
|
Number
|
|
|
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
|
||
|
TABLES
|
Number
|
Number
|
|
|
1.
|
Aircraft
Deliveries and
Descriptions
– 737-500
|
T-1
|
SA
3
|
|
Aircraft
Deliveries and
Descriptions
– 737-700
|
T-2
|
SA
48
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-800
|
T-3
|
SA
48
|
|
|
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
|
|
|
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 737-824
(Aircraft
delivering through 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 737-924
[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 737-924
[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
|
|
|
|
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
4
|
||
|
1951-14
|
Installation
of Cabin Systems Equipment
737-924
|
SA
22
|
||
|
1951-15
|
Configuration
Matters – Model 737-924ER
|
SA
39
|
||
TABLE OF
CONTENTS
|
SA
|
||||
|
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-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-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
|
||
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
|
TABLE OF
CONTENTS
SUPPLEMENTAL
AGREEMENTS DATED AS
OF:
|
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
|
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
|
|
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
|
P.A.
1951
CAL
SA 48
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 SA48
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 SA48
Boeing
Proprietary
Table 1
to Purchase Agreement 1951
Aircraft
Deliveries and Descriptions
Model
737-900ER Aircraft
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CAL
Page
T-6-1 SA48
Boeing
Proprietary
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]
APR
47987, 50374Boeing
Proprietary
Page 1 of 3
January
29, 2009
Letter
No. 6-1162-SEE-0176R4
Continental
Airlines, Inc.
0000
Xxxxx Xxxxxx
Xxxxxxx,
XX 00000
|
Subject:
|
Record
Option Proposals
|
|
Reference:
|
a)
Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing
Company (Boeing) and Continental Airlines, Inc. (Customer) relating to
Model 737-924ER Aircraft
|
|
|
b)
Letter Agreement 6-1162-GOC-131R10, “Special
Matters”
|
This
Letter Agreement has been revised to accommodate a revised payment schedule and,
when accepted, will amend and supersede Letter Agreement 6-1162-0176R3.
As you
are aware, the FAA has released a new Part 121 requirement for
seats. The text of that new requirement is as follows:
“After
October 27, 2009, no person may operate a transport category airplane type
certificated after January 1, 1958 and manufactured on or after October 27, 2009
in passenger-carrying operations under this part unless all passenger and
attendant seats meet the requirements of the section 25.562 in effect on or
after June 16, 1988”
While
this ruling does not directly affect Boeing’s ability to deliver certified
aircraft, Boeing recognizes that Customer will be required to show
compliance. Therefore, in accordance with Article 8.3 entitled “FAA
Operator Changes” in the Purchase Agreement, Boeing has elected to offer Record
Option 2525C920R29 for the replacement of BFE passenger seats on the Model
737-800 Aircraft and Record Options 2500C920R45 and 2454C583M67 for the Model
737-900ER Aircraft (the HIC Record Options).
At
Customer’s request, Boeing has also priced Record Options 2500C920T06 and
2530C920T03 to revise the interior arrangement to include C&D galleys in
lieu of Sell galleys.
These
Record Options will be implemented on the 737-800 Model Aircraft with serial
number 30132 with a contract delivery month of November 2009. (Due to
the IAM Strike, this Aircraft is now targeted to deliver in January
2010.)
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table
A:
|
31640
|
31650
|
32836
|
37102
|
40001
|
|
31642
|
31651
|
33530
|
38700
|
40002
|
|
31643
|
31652
|
33537
|
38701
|
40003
|
|
31644
|
31653
|
36599
|
38702
|
40004
|
|
31646
|
31655
|
36600
|
38703
|
40005
|
|
31647
|
31659
|
37099
|
39998
|
|
|
31648
|
31661
|
37100
|
39999
|
|
|
31649
|
31663
|
37101
|
40000
|
TABLE
B:
|
30132
|
|
31658
|
|
31660
|
|
31662
|
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
If
Customer fails to substitute either a Model 737-800 or 737-900ER for the
Aircraft listed in Table A above, the Customer will be responsible
for:
|
1)
|
Incorporating
HIC into the Model 737-700Aircraft. (Customer may request a
proposal from Boeing to accomplish the incorporation of
HIC)
|
|
2)
|
Paying the charge
herein [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
Applicable
signature below will constitute Customer’s acceptance of the Record Options in
the table above.
APR
47987, 50374Boeing
Proprietary
Page 1 of 3
If you
have any questions or concerns, please feel free to contact me at
000-000-0000.
Sincerely,
THE
BOEING
COMPANY ACCEPTED
AND AGREED TO this
Date: January
29, 2009
by:
/s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx CONTINENTAL
AIRLINES, INC.
Aircraft
Contracts
Boeing
Commercial
Airplanes Signature:
/s/ Xxxxxx
Xxxxxxxx
Printed
Name Xxxxxx
Xxxxxxxx
Title Senior
Vice President
Finance and
Treasurer
1951-5R4
January
29, 2009
Continental
Airlines, Inc.
0000
Xxxxx Xxxxxx
Xxxxxxx,
XX 00000
Subject:Letter
Agreement No. 1951-5R3 to
Purchase Agreement No. 1951
-
|
|
Promotional
Support - Next Generation Aircraft
|
Ladies
and Gentlemen:
This
Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the
Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc.
(Buyer) relating to Model 737-624/-724/-824/-924/-924ER aircraft (the
Aircraft). This Letter Agreement supersedes and replaces in its
entirety Letter Agreement 1951-5R2 dated May 21, 1996.
All terms
used herein and in the Agreement, and not defined herein, will have the same
meaning as in the Agreement.
1.Planning
Meeting.
Boeing will assist Buyer in the
introduction of the Aircraft by providing to Buyer certain promotional
support. Promptly after execution of the Agreement and before any
funds are disbursed, a Boeing Airline Promotion representative will meet with
Buyer's designated representatives to discuss the extent, selection, scheduling,
and disbursement process for the promotion support to be provided.
0.Xxxxxxx
Level.
Model 737-624/-724/-824/-924
Aircraft. Boeing will make available to Buyer [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]. Programs include marketing research; tourism
development; corporate identity; direct marketing; video tape, film or still
photography requirements; planning, design and production of collateral
materials; management of promotion programs; and advertising
campaigns.
Model 737-924ER
Aircraft. In support of Buyers’s marketing and promotion
programs associated with the the Model 737-924ER and introduction of the
Aircraft into service, Boeing [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]. These programs may include marketing research;
tourism development; corporate identity; direct marketing; video tape, or still
photography; planning, design and production of collateral materials; management
of promotion programs and advertising campaigns. [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3.Additional
Support.
Additional promotional support may be
provided by Boeing subject to the parties reaching mutual agreement as to the
type of services, timing and price.
Buyer
understands that certain commercial and financial information contained in this
Letter Agreement is considered by Boeing as confidential. Buyer
agrees that it will treat this Letter Agreement and the information contained
herein as confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.
P.A.
No. 1951 SA 48
K/CAL
Continental
Airlines, Inc.
1951-5R3 Page
3
Very
truly yours,
THE
BOEING COMPANY
By /s/ Xxxxx
Xxxxxxxxx
Its Attorney-In-Fact
ACCEPTED
AND AGREED TO this
Date: January 29,
2009
CONTINENTAL
AIRLINES, INC.
By /s/ Xxxxxx
Xxxxxxxx
Its Senior Vice President -
Finance and Treasurer
