Supplemental Agreement No. 34 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. 34
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
June 22, 2005, by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement), as amended and supplemented, relating to Boeing Model 737-500, 737-600, 737-700, 737-800, and 737-900 aircraft (the Aircraft);
WHEREAS, Boeing has identified further business terms related to pricing adjustment for Aircraft delivering in the years 2005 and on.
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. 34.
2. Letter Agreements:
2.1 Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R3, "Special Matters", with the revised Letter Agreement 6-1162-GOC-131R4 attached hereto.
The Agreement will be deemed to be supplemented to the extent herein provided 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/ Xxxxxxx X. Xxxxxxxx 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 5
2. Delivery, Title and Risk
of Loss 2-1
3. Price of Aircraft 3-1 SA 31
4. Taxes 4-1
5. Payment 5-1
6. Excusable Delay 6-1
7. Changes to the Detail
Specification 7-1 SA 5
8. Federal Aviation Requirements and
Certificates and Export License 8-1 SA 5
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 17
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 31
Aircraft Deliveries and
Descriptions - 737-800 T-3 SA 33
Aircraft Deliveries and
Descriptions - 737-600 T-4 SA 4
Aircraft Deliveries and
Descriptions - 737-900 T-5 SA 31
EXHIBITS
A-1 Aircraft Configuration - Model 737-724
(Aircraft delivering through July 2004) SA 26
A-2 Aircraft Configuration - Model 737-824
(Aircraft delivering through July 2004) SA 26
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
(Aircraft delivering through July 2004) SA 26
A-6 Aircraft Configuration - Model 737-724
(Aircraft delivering in or after
August 2004) SA 31
A-7 Aircraft Configuration - Model 737-824
(Aircraft delivering in or after
August 2004) SA 31
TABLE OF CONTENTS
SA
Number
EXHIBITS (continued)
A-8 Aircraft Configuration - Model 737-924
(Aircraft delivering in or after
August 2004) SA 31
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 1
D Aircraft Price Adjustments - New
Generation Aircraft (1995 Base Price -
Aircraft delivering through July 2004) SA 1
D1 Airframe and Engine Price Adjustments -
Current Generation Aircraft SA 1
D2 Aircraft Price Adjustments - New
Generation Aircraft (1997 Base Price - Aircraft
delivering through July 2004) SA 5
D3 Aircraft Price Adjustments - New
Generation Aircraft (July 2003 Base Price -
Aircraft delivering in or after August 2004) SA 31
E Buyer Furnished Equipment
Provisions Document SA 20
F Defined Terms Document SA 5
TABLE OF CONTENTS
SA
Number
LETTER AGREEMENTS
1951-1 Not Used
1951-2R3 Seller Purchased Equipment SA 5
1951-3R20 Option Aircraft-Model 737-824 Aircraft SA 33
1951-4R1 Waiver of Aircraft Demonstration SA 1
1951-5R2 Promotional Support - New Generation
Aircraft SA 5
1951-6 Configuration Matters
1951-7R1 Spares Initial Provisioning SA 1
1951-8R2 Escalation Sharing - New Generation
Aircraft SA 4
1951-9R15 Option Aircraft-Model 737-724 Aircraft SA 30
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 SA 22
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-308R3 Disclosure of Confidential
Information SA 5
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-311R4 [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] SA 22
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-131R4 Special Matters SA 34
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS (continued)
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
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
Supplemental Agreement No. 21 March 30, 2001
TABLE OF CONTENTS
SUPPLEMENTAL AGREEMENTS DATED 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 , 2005
June 22, 2005
6-1162-GOC-131R4
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-GOC-131R4 to Purchase
Agreement No. 1951 - Special Matters
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as of July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirely Letter Agreement 6-1162-GOC-131R3 dated May 23, 2001.
All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.
1. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Advance Payment Schedule.
2.1 Firm Aircraft. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2.2 Option Aircraft. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. Option Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. Confidential Treatment.
Boeing and Buyer understand that certain information contained in this Letter Agreement, including any attachments hereto, are considered by both parties to be confidential. Notwithstanding the provisions of Letter Agreement 6-1162-MMF-308R2, Boeing and Buyer 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.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 22, 2005
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance and Treasurer
