fexhibit1024r.htm


    
      

    


    Exhibit
10.24(r)

    


    Supplemental
Agreement No. 18

    


    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 December
23, 2009 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]

    


    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.
18.

    


    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]

    


    PA
2061                                                      SA18-1

    CAL


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Supplemental
Agreement No. 18

    To
Purchase Agreement No. 2061

    


    


    3.           Other
Terms

    


    Boeing agrees the advance payments paid
with respect to the [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].

    


    The effectiveness of this Supplemental
Agreement is contingent on the concurrent execution of the 737 supplemental
agreement no. 53 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/ Susan
Englander                                                                                       By: /s/ Jacques
Lapointe

    


    Its:
Attorney-in-Fact                                                                                 Its:_Senior Vice President –
Procurement

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
2061                                                      SA18-1

    CAL


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    TABLE OF
CONTENTS

    


    
      	
              ARTICLES

            	
              Revised By:

            
	 
      	 
      
	
              1.

            	
              Quantity,
      Model and Description

            	
              SA
      No. 13

            
	 
      	 
      	 
      
	
              2.

            	
              Delivery
      Schedule

            	
              SA
      No. 13

            
	 
      	 
      	 
      
	
              3.

            	
              Price

            	
              SA
      No. 13

            
	 
      	 
      	 
      
	
              4.

            	
              Payment

            	
              SA
      No. 13

            
	 
      	 
      	 
      
	
              5.

            	
              Miscellaneous

            	
              SA
      No. 13

            
	 
      	 
      	 
      
	
              TABLE

            	 
      	 
      
	 
      	 
      	 
      
	
              1.

            	
              Aircraft
      Information Table 1

            	
              SA
      No. 5

            
	 
      	 
      	 
      
	
              2.

            	
              Aircraft
      Information Table 2

            	
              SA
      No. 9

            
	 
      	 
      	 
      
	
              3.

            	
              Aircraft
      Information Table 3

            	
              SA
      No. 11

            
	 
      	 
      	 
      
	
              4.

            	
              Aircraft
      Information Table 4

            	
              SA
      No. 18

            
	 
      	 
      	 
      
	
              EXHIBIT

            	 
      	 
      
	 
      	 
      	 
      
	
              A.

            	
              Aircraft
      Configuration

            	 
      
	 
      	 
      	 
      
	
              A1.

            	
              Aircraft
      Configuration for 777-200ER Aircraft (applicable to Table 4
      Aircraft)

            	
               

              SA
      No. 14

            
	 
      	 
      	 
      
	
              B.

            	
              Aircraft
      Delivery Requirements and Responsibilities

            	 
      
	 
      	 
      	 
      
	
              SUPPLEMENTAL EXHIBITS

            	 
      
	 
      	 
      	 
      
	
              AE1.

            	
              Escalation
      Adjustment/Airframe and Optional Features (applicable to Table 3
      Aircraft)

            	
               

              SA
      No. 14

            
	 
      	 
      	 
      
	
              AE1-1.

            	
              Escalation
      Adjustment/Airframe and Optional Features (applicable to Table 4
      Aircraft)

            	
              SA
      No. 14

            
	 
      	 
      	 
      
	
              BFE1.

            	
              BFE
      Variables

            	 
      
	 
      	 
      	 
      
	
              BFE2.

            	
              BFE
      Variables (applicable to Table 4 Aircraft)

            	
              SA
      No. 14

            
	 
      	 
      	 
      
	
              CS1.

            	
              Customer
      Support Variables

            	 
      
	 
      	 
      	 
      
	
              EE1.

            	
              Engine
      Escalation/Engine Warranty and Patent Indemnity

            	 
      
	 
      	 
      	 
      
	
              EE2.

            	
              Engine
      Escalation/Engine Warranty and Patent Indemnity

            	
              SA
      No. 9

            
	 
      	 
      	 
      
	
              EE3.

            	
              Engine
      Escalation/Engine Warranty and Patent Indemnity (applicable to Tables 3
      and 4 Aircraft)

            	
              SA
      No. 13

            
	 
      	 
      	 
      
	
              [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT]

            	 
      
	 
      	 
      	 
      
	
              LETTER AGREEMENTS

            	 
      
	 
      	 
      	 
      
	
              2061-1R10

            	
              Option
      Aircraft

            	
              SA
      No. 14

            
	 
      	 
      	 
      
	
              2061-2

            	
              Demonstration
      Flights

            	 
      
	 
      	 
      	 
      
	
              2061-3

            	
              Installation
      of Cabin Systems Equipment

            	 
      
	 
      	 
      	 
      
	
              2061-4

            	
              Spares
      Initial Provisioning

            	 
      
	 
      	 
      	 
      
	
              2061-5

            	
              Flight
      Crew Training Spares

            	 
      
	 
      	 
      	 
      
	
              [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT]

            	
              SA
      No. 12

            
	 
      	 
      	 
      
	
              6-1162-AJH-899

            	
              Supplemental
      [CONFIDENTIAL MATERIAL
      OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
      PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

            	
              SA
      No. 13

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	 
      	
              TABLE
      OF CONTENTS

            	 
      
	 
      	 
      	 
      
	
              CONFIDENTIAL LETTER
    AGREEMENTS

            	
              Revised By:

            
	 
      	 
      	 
      
	
              6-1161-GOC-087

            	
              Aircraft
      Performance Guarantees

            	 
      
	 
      	 
      	 
      
	
              6-1162-GOC-088

            	
              Promotion
      Support

            	 
      
	 
      	 
      	 
      
	
              6-1162-GOC-089R4

            	
              Special
      Matters

            	
              SA
      No. 14

            
	 
      	 
      	 
      
	
              6-1162-GOC-172

            	
              Additional
      Matters

            	
              SA
      No. 1

            
	 
      	 
      	 
      
	
              6-1162-CHL-048

            	
              Rescheduled
      Aircraft Agreement

            	
              SA
      No. 9

            
	 
      	 
      	 
      
	
              6-1162-CHL-195

            	
              Restructure
      Agreement for Model 737NG and 757-300 Aircraft

            	
               

              SA
      No. 10

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              SUPPLEMENTAL AGREEMENTS

            	
              Dated as of:

            
	 
      	 
      
	
              Supplemental
      Agreement No. 1

            	
              December
      18, 1997

            
	 
      	 
      
	
              Supplemental
      Agreement No. 2

            	
              July
      30, 1998

            
	 
      	 
      
	
              Supplemental
      Agreement No. 3

            	
              September
      25, 1998

            
	 
      	 
      
	
              Supplemental
      Agreement No. 4

            	
              February
      3, 1999

            
	 
      	 
      
	
              Supplemental
      Agreement No. 5

            	
              March
      26, 1999

            
	 
      	 
      
	
              Supplemental
      Agreement No. 6

            	
              May
      14, 1999

            
	 
      	 
      
	
              Supplemental
      Agreement No. 7

            	
              October
      31, 2000

            
	 
      	 
      
	
              Supplemental
      Agreement No. 8

            	
              June
      29, 2001

            
	 
      	 
      
	
              Supplemental
      Agreement No. 9

            	
              June
      25, 2002

            
	 
      	 
      
	
              Supplemental
      Agreement No. 10

            	
              November
      4, 2003

            
	 
      	 
      
	
              Supplemental
      Agreement No. 11

            	
              July
      28, 2005

            
	 
      	 
      
	
              Supplemental
      Agreement No. 12

            	
              March
      17, 2006

            
	 
      	 
      
	
              Supplemental
      Agreement No. 13

            	
              December
      3, 2007

            
	 
      	 
      
	
              Supplemental
      Agreement No. 14

            	
              February
      20, 2008

            
	 
      	 
      
	
              Supplemental
      Agreement No. 15

            	
              October
      15, 2008

            
	 
      	 
      
	
              Supplemental
      Agreement No. 16

            	
              May
      1, 2009

            
	 
      	 
      
	
              Supplemental
      Agreement No. 17

            	
              August
      31, 2009

            
	 
      	 
      
	
              Supplemental
      Agreement No. 18

            	
              December
      23, 2009

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Table
4

    to
Purchase Agreement 2061

    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]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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    CAL                                                      Boeing Proprietary SA
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