Supplemental Agreement No. 52 to Purchase Agreement No. 1951 Between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
Exhibit
10.4
Supplemental
Agreement No. 52
to
Purchase
Agreement No. 1951
Between
The
Boeing Company
and
Continental
Airlines, Inc.
Relating
to Boeing Model 737 Aircraft
THIS
SUPPLEMENTAL AGREEMENT, is entered into as of August
31, 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 previously agreed to [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]
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. 52.
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.
1.3 Remove
and replace, in their entirety, page T-3-7 of Table 1 entitled the “Aircraft
Deliveries and Descriptions, Model 737-800 Aircraft”, with the revised page
T-3-7 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.
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/
Xxxxxxx
Xxxxxxxx
Its:
Attorney-in-Fact Its: Senior Vice President
– Procurement
TABLE OF
CONTENTS
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Page
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SA
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ARTICLES
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Number
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Number
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1.
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Subject
Matter of Sale
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1-1
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SA
39
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2.
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Delivery,
Title and Risk of Loss
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2-1
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|
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3.
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Price
of Aircraft
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3-1
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SA
39
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4.
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Taxes
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4-1
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5.
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Payment
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5-1
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6.
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Excusable
Delay
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6-1
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7.
|
Changes
to the Detail Specification
|
7-1
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SA
39
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8.
|
Federal
Aviation Requirements and
Certificates
and Export License
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8-1
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SA
39
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9.
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Representatives,
Inspection,
Flights
and Test Data
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9-1
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|
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10.
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Assignment,
Resale or Lease
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10-1
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11.
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Termination
for Certain Events
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11-1
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12.
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Product
Assurance, Disclaimer and
Release;
Exclusion of Liabilities;
Customer
Support; Indemnification
and
Insurance
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12-1
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|
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13.
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Buyer
Furnished Equipment and
Spare
Parts
|
13-1
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|
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14.
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Contractual
Notices and Requests
|
14-1
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SA
39
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15.
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Miscellaneous
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15-1
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|
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TABLE
OF CONTENTS
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Page
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SA
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||
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TABLES
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Number
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Number
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|
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1.
|
Aircraft
Deliveries and
Descriptions
– 737-500
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T-1
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SA
3
|
|
Aircraft
Deliveries and
Descriptions
– 737-700
|
T-2
|
SA
52
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-800
|
T-3
|
SA
52
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-600
|
T-4
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SA
4
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|
|
Aircraft
Deliveries and
Descriptions
– 737-900
|
T-5
|
SA
39
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|
|
Aircraft
Deliveries and
Descriptions
– 737-900ER
|
T-6
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SA
51
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|
|
EXHIBITS
|
|||
|
A-1
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Aircraft
Configuration – Model 737-724
(Aircraft
delivering through July 2004)
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SA
26
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|
|
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
scheduled to deliver between August 2008 and October 2010)
|
SA
50
|
|
|
A-2.4
|
Aircraft
Configuration – Model 737-824
(Aircraft
scheduled to deliver in or after November 2010)
|
SA
50
|
|
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A-3
|
Aircraft
Configuration – Model 737-624
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SA
1
|
|
|
A-4
|
Aircraft
Configuration – Model 737-524
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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 737-924ER
[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
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|
|
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
5
|
||
|
1951-14
|
Installation
of Cabin Systems Equipment
737-924
|
SA
22
|
||
|
1951-15
|
Configuration
Matters – Model 737-924ER
|
SA
39
|
||
TABLE OF
CONTENTS
|
SA
|
||||
|
RESTRICTED 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
|
||
|
6-1162-SEE-0187
|
Passenger
Service Unit Resolution
|
SA
50
|
||
|
6-1162-SEE-0225R1
|
Use
of Aircraft – Carbon Brakes [CONFIDENTIAL MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Testing
|
SA
50
|
||
|
6-1162-SEE-0263
|
Use
of Aircraft – 737NG
Performance
Improvement Package Testing
|
SA
50
|
||
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
|
|
Supplemental
Agreement No. 48
|
January
29, 2009
|
|
Supplemental
Agreement No. 49
|
May
1, 2009
|
|
Supplemental
Agreement No. 50
|
July
23, 2009
|
|
Supplemental
Agreement No. 51
|
August
5, 2009
|
|
Supplemental
Agreement No. 52
|
August
31, 2009
|
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]
Page
T-2-2
Boeing
Proprietary SA52
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]
Page
T-2-3
Boeing
Proprietary SA52
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]
Page
T-3-7
Boeing
Proprietary SA52
