exhibit104.htm









Exhibit 10.4







Supplemental Agreement No. 56







to







Purchase Agreement No. 1951







(the Agreement)







Between







The Boeing Company







and







Continental Airlines, Inc.







Relating to Boeing Model 737 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, Boeing agrees to re-schedule the delivery of three (3) 737-900ER Aircraft originally scheduled to be delivered under the Agreement in April, May and June 2011 to ­­­­January, April, and May 2015.  The Customer also wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]







WHEREAS, Boeing agrees to re-schedule the delivery of two (2) 737-700 Aircraft originally scheduled to be delivered under the Agreement in July and August 2012 to March and April 2012;







WHEREAS, Boeing agrees to re-schedule the delivery of four (4) 737-700 Option Aircraft originally scheduled to be delivered under the Agreement in January, February, March and April 2012 to September and December 2012 and February and April 2013;







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, Customer has previously agreed to allow Boeing to use certain aircraft for flight testing in accordance with Letter Agreement 6-1162-RCN-1890, and the parties wish to update Attachment 1 to that Letter Agreement;







WHEREAS, in consideration of Customer’s acceptance of Boeing’s request to reschedule the Aircraft, advance payments received August 2, 2010 in the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] may be applied to the delivery invoice for the Aircraft with serial number 30132 scheduled to deliver August 16, 2010.  Any remaining advance payments received to date for rescheduled aircraft will be held without interest and will be applied against other advance payments for both 737 Aircraft and 787 aircraft as they become due.







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, Exhibits, and Letter Agreements:












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. 56.







1.2 Remove and replace, in their entirety, page T-2-2 and T-2-3 of Table 1 entitled “Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised page T-2-2, T-2-3 and T-2-4 of Table 1 attached hereto.







1.3 Remove and replace, in its entirety, page T-6-3 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised page T-6-3 of Table 1 attached hereto.







1.4 Remove and replace, in its entirety, Attachment B to Letter Agreement 1951-9R20, “Option Aircraft Delivery, Description, Price, and Advance Payments”.







1.5 Incorporate Letter Agreement 6-1162-SEE-0326, Model 737 – Koito Seat Resolution, to document the Koito seat delay resolution, which shall be inserted into the Agreement after Letter Agreement 6-1162-RCN-1890;







1.6 Remove and replace, in its entirety, Attachment 1 to Letter Agreement 6-1162-RCN-1890 with the revised Attachment 1 to Letter Agreement 6-1162-RCN-1890, 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/ Susan Englander                                           By: /s/ Jacques Lapointe







Its: Attorney-in-Fact                                                      Its: Senior Vice President- Procurement






  





  











  








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 56


	  	  	  	  
	  	
Aircraft Deliveries and


Descriptions – 737-800

	
 


T-3

	
 


SA 55


	  	  	  	  
	  	
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 56


	  	  	  	  
	
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 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


	  	  	  
	
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 737-924ER


[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 737-924ER


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

	
 


 


 


 


SA 53


	  	  	  
	
A-6.2

	
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 53


	  	  	  
	
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


	  	  	  
	
1951-9R20

	
Option Aircraft-Model 737-724 Aircraft

	
SA 56


	  	  	  
	
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


	  	  	  
	
6-1162-RCN-1888

	
Use of Aircraft – Boeing 747-800 and 787 Flight Test Training

	
 


SA 53


	  	  	  
	
6-1162-RCN-1890

	
Use of Aircraft for Testing

	
SA 56


	  	  	  
	
6-1162-SEE-0326

	
Model 737 – Koito Seat Resolution

	
SA 56





















  





  











  













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


	
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


 


	
Supplemental Agreement No. 53

	
December 23, 2009


	  	  
	
Supplemental Agreement No. 54

	
March 1, 2010


	  	  
	
Supplemental Agreement No. 55

	
March 31, 2010


	  	  
	
Supplemental Agreement No. 56

	
August 12, 2010


	  	  
	  	  



















  





  











  













 












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                                                                           SA56






  





  











  


















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-2-3


Boeing Proprietary                                                                           SA56











  





  











  


















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-2-4


Boeing Proprietary                                                                           SA56






  





  











  













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]














































































































































T-6-3


       Boeing Proprietary                                                                           SA56






  





  











  








Attachment B to


Letter Agreement 1951-9R20


Option Aircraft Delivery, Descripton, Price and Advance Payments















































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



















































































































































Boeing Proprietary                                                                                     SA56


Page 1 of 3






  





  











  













Attachment B to


Letter Agreement 1951-9R20


Option Aircraft Delivery, Descripton, Price and Advance Payments















































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



















































































































































Boeing Proprietary                                                                                     SA56






  





  











  








Page 2 of 3


Attachment B to


Letter Agreement 1951-9R20


Option Aircraft Delivery, Descripton, Price and Advance Payments















































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




































































































































Boeing Proprietary                                                                                     SA56


Page 3 of 3






  





  











  








Attachment to 6-1162-RCN-1890


Update No. 3



	
Aircraft No.

	
EWA No. *

	
Estimated Flight Test Hrs.

	
Actual Flight Test Hrs.

	
Scheduled Delivery Month

	
Revised Delivery Month

	
Test Program $ Value

	
Wheels, tires, brakes replaced?

	
Engines Borescoped?


	
3138/YJ571

	
Y3333-003


Y3232-008


Y3290-001


Y3242-021


Y3013-053


Y2227-004


Y3243-048

	
No greater than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 


 

	  	
Jan-2010

	
Aug-2010

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


 

	
No

	
Yes


	
3138/YJ571

	
Y3243-046


Y3243-045

	
No greater than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	  	
Jan-2010

	
Aug-2010

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


 

	
No

	
Yes


	
3138/YJ571

	
Y3243-050


Y3243-022


Y3230-024

	
No greater than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	  	
Jan-2010

	
Aug-2010

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

	
No

	
Yes


	
3464/YR201

	
Y3243-051


 

	
No greater than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	  	
Aug-2011

	
Aug-2011

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


 

	
No

	
N/A test engines will be installed on this aircraft


	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  















* EWA is the Boeing Engineering Work Authorization form number.  Such form contains the test description and will be provided to Customer concurrent with this attachment.







** Target delivery dates are TBD due to Koito Seat delays.  When more firm target delivery dates are known, they will be provided to Customer.







Approved by:







CONTINENTAL AIRLINES, INC.







By /s/ Jacques Lapointe







Its Senior vice President-Procurement






  





  











  


















August 12, 2010


6-1162-SEE-0326







Continental Airlines, Inc.


1600 Smith Street HQSFM


Houston, TX  77002








	
Subject:

	
Model 737 - Koito Seat Delay Resolution







 



	
Reference:

	
1)  Purchase Agreement No. 1951 dated July 23, 1996 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc.( the Customer).







 







 


This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.







1.           Koito Seat Delay.                                Customer’s 737-800 and 737-900ER Aircraft listed below have been configured with Koito seats.  Koito has been unable to deliver seats in order to support these deliveries.  Customer has executed multiple Master Changes which convert the SPE seat supplier from Koito to B/E and revise the aircraft configuration to support installation of B/E seats on these Aircraft (the Converted Aircraft):








	
 


#

	
Minor


Model

	
Serial


Number

	
Block Number

	
Contract


Month

	
Target Delivery Month


	
1

	
-800

	
30132

	
YJ571

	
November 2009

	
August 2010


	
2

	
-800

	
31658

	
YJ572

	
November 2009

	
August 2010


	
3

	
-800

	
31662

	
YJ573

	
December 2009

	
August 2010


	
4

	
-800

	
31660

	
YJ574

	
December 2009

	
August 2010


	
5

	
-800

	
37101

	
YJ576

	
January 2010

	
August 2010


	
6

	
-800

	
31642

	
YJ575

	
February 2010

	
August 2010


	
7

	
-800

	
31659

	
YJ577

	
March 2010

	
August 2010


	
8

	
-800

	
38700

	
YJ578

	
April 2010

	
August 2010


	
9

	
-800

	
.38701

	
YJ579

	
May 2010

	
August 2010


	
10

	
-900ER

	
31655

	
YH131

	
June 2010

	
December 2010


	
11

	
-900ER

	
31643

	
YH132

	
July 2010

	
December 2010


	
12

	
-800

	
31652

	
YR202

	
December 2010

	
December 2010












2.           Purchase and Installation of Interim Seats.  In order to deliver the Converted Aircraft to Customer, Boeing agrees to procure and install B/E Aerospace seats, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 


[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer agrees to facilitate reasonable requests from Boeing to perform testing on future aircraft deliveries to Customer, provided such testing does not materially impact the delivery date, value, utility or configuration of the aircraft.







3.           Non-Traditional BFE Door.  Notwithstanding the return language in paragraph 1 of Letter Agreement 6-1162-MSA-435 regarding Customer’s Non-Traditional BFE Door, Customer agrees to remove and ship, with AOG priority, the Non-Traditional BFE Doors within two days after delivery of each of the Converted Aircraft to Customer.







4.           Converted Aircraft Storage.  Boeing will store the Converted Aircraft from production rollout until the flyaway dates detailed in Article 7(the Storage Period) under the terms and conditions set forth in this paragraph.


 


During the Storage Period, Boeing shall store or cause the Converted Aircraft to be held in storage in accordance with the then current version of Boeing Document No. D6-25419-1, entitled Aircraft Storage Requirements, as it may be modified from time to time to take into account storage locations and storage conditions (Storage Procedures).  Boeing shall perform or cause to be performed all work associated with storage of the Converted Aircraft in accordance with the Storage Procedures and under the authority granted by the FAA to Boeing or a third party repair station facility.  Customer acknowledges that the data in the Storage Procedures is proprietary to Boeing and as such, is subject to the terms and conditions of the Purchase Agreement regarding protection of Proprietary Information.


 


 


The Storage Procedures shall be such as to preserve and protect the Converted Aircraft to the extent practical given the fact that the Converted Aircraft and its systems will be in a storage environment.  Customer acknowledges that during the storage period some degree of deterioration may occur, including without limitation in the Converted Aircraft exterior (painted and unpainted surfaces), seals, and in the general condition of the Converted Aircraft, that prudent storage precautions and procedures may not be able to mitigate.  At the time Boeing makes the stored Converted Aircraft available for delivery to Customer, Customer agrees to accept delivery of the Converted Aircraft with such deterioration as may have occurred to the Converted Aircraft during the storage period.  Prior to delivery of the Converted Aircraft, designated Customer representatives may inspect the Converted Aircraft in accordance with Article 9.2 of the Purchase Agreement.  Any deterioration deemed to be in excess of acceptable deterioration will be addressed via standard delivery processes, subject to discussion between Boeing and Customer.


 


Except to the extent provided in this Letter Agreement (including in this Article and Attachment A), the parties agree that the risk of loss of, or damage to, the Converted Aircraft shall remain with Boeing until, and shall pass from Boeing to the Customer upon, delivery of the Converted Aircraft to the Customer.  In the event of partial damage to the Converted Aircraft during the storage period, if in Boeing’s reasonable discretion the damage is repairable and if Boeing elects to repair the Converted Aircraft, such repair shall be to and in accordance with Boeing's commercial engineering and repair practices and standards.  If, during the storage period and prior to delivery of Aircraft the Converted Aircraft is destroyed or suffers damage beyond economic repair, Article 6.3 (Aircraft Damaged Beyond Repair) of the Purchase Agreement will apply.  If the Converted Aircraft is destroyed or suffers damage beyond economic repair after delivery of the Aircraft to Customer and before the Aircraft is ferried to Customer’s maintenance base, then Customer will retain the risk of loss of or damage to the Aircraft or loss of use thereof.  Customer hereby releases and relieves Boeing, its directors, officers, agents, employees, invitees and contractors, and waives its entire claim of recovery for loss or damage to the Converted Aircraft (including without limitation loss of use thereof and any incidental or consequential damages of any kind suffered by Customer) made available for or used in operations pursuant to this Agreement whether or not such loss or damage is due to the negligence of Boeing, Customer or any third party.  Customer shall cause its Hull Insurer of such Aircraft to waive all right of subrogation against Boeing, its directors, officers, agents, employees, invitees and contractors.


 


4.1           Aircraft and Engine Changes.


 


 


During the Storage Period, Boeing shall monitor and document any applicable service bulletins and/or airworthiness directives issued by the applicable regulatory agency against the Converted Aircraft (Changes or Orders) and will review and discuss with Customer whether incorporation or implementation of any work is required on the Converted Aircraft or engines during or at the end of the storage period as a result of such Changes or Orders.  If requested by Customer, and at Customer’s option, Boeing shall, either (a) incorporate any Changes or Orders prior to the delivery of the Converted Aircraft at Boeing’s sole cost and expense or (b) compensate Customer for the cost of incorporating any Changes or Orders on the Converted Aircraft


 


 


4.2           Aircraft Storage Documentation.


 


 


At time of delivery of the Converted Aircraft, Boeing will provide Customer with all documentation related to the storage of the Converted Aircraft, including but not limited to the following documentation:  (i) records related to storage, maintenance and modification of the Converted Aircraft; and (ii) updated technical documentation reflecting compliance with mandatory airworthiness directives of the applicable regulatory agency as mutually agreed to.


 







5.           Delivery.


 


Boeing will make the Converted Aircraft available for delivery to Customer, and Customer will accept delivery of the Converted Aircraft, according to the schedule provided in paragraph 1.0 (the Delivery Date).


 


 


If the Interim Seats do not arrive in time to support these Delivery Dates, Customer hereby agrees to accept delivery of these Converted Aircraft without seats installed, no later than August 31, 2010.


 


 


So long as there is no Customer default under the Purchase Agreement, then the Aircraft Basic Price shall escalate to the month of delivery as set out in Table 1 to the Purchase Agreement.


 







6.           Flyaway.                      Customer shall use reasonable efforts to fly the Converted Aircraft away immediately following delivery, except in the event that the Interim Seats are not available to support the delivery.  In this event, Boeing will continue to store the Converted Aircraft until the Interim Seats arrive, and will install the Interim Seats on the Converted Aircraft after delivery.  Customer shall use reasonable efforts to fly the Converted Aircraft away no later than three calendar days after installation of Interim Seats (Current schedule reflects that installation for Converted Aircraft 8 and 9 as listed in Article 1 will be complete on September 1st and 2nd, respectively).  Airplanes during this period will be held in storage in accordance with this Letter Agreement.  If Customer requests, and Boeing agrees, to store any of the Converted Aircraft beyond the currently scheduled flyaway dates, a modification to this Letter Agreement will be negotiated between Boeing and Customer to document the terms and conditions of such storage.







7.           Permanent Seat Solution.







7.1.           Customer will be solely responsible for the costs of purchasing and installing any alternate seats after delivery of the Converted Aircraft, including but not limited to, all labor costs, except that:








	
(i)  

	
Boeing agrees to provide Service Bulletins (Service Bulletins) to support installation of the permanent seat solutions, using seats that have been previously certified on a CAL 737NG Aircraft in production, with further ground rules and assumptions to be defined in the respective Service Bulletin Proposals.













	
(ii)  

	
Boeing agrees to store the parts identified in Attachment 1 to this Letter Agreement that were removed from the Converted Aircraft prior to Delivery (the Removed Parts) and will deliver them with the service bulletin kits.  If the Removed Parts are required prior to release of the service bulletin kits, Customer must provide 30 days’ notice for Boeing to obtain the Removed Parts from storage and prepare them for delivery to Customer.












For the avoidance of doubt, upon the delivery of each Converted Aircraft to Customer, the price of the Converted Aircraft shall not include any cost associated with the Interim Seats or permanent seats.








	
  

	
7.2.

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












8.           Exclusive Remedy.     Customer agrees that Boeing’s undertakings herein constitute complete and total compensation for all of Customer’s costs associated with the conversion of the SPE seat supplier for the Converted Aircraft.







9.           Confidential Treatment.     Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential.  Customer 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 except as required by law.












Very truly yours,







THE BOEING COMPANY












By /s/ Susan Englander







Its           Attorney-In-Fact           












ACCEPTED AND AGREED TO this







Date:   August 12, 2010







CONTINENTAL AIRLINES INC.







By   /s/ Jacques Lapointe      







Its: Senior Vice President-Procurement






  





  











  









	
  

	
Attachment 1 to Letter Agreement 6-1162-SEE-0326























	
  

	
Removed Parts:













	
DESCRIPTION

	
PART NUMBER

	
BFE/SPE/SFE

	
QTY PER A/P

	  
	  	  	  	  	  
	
LH class divider assy

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

	
SPE

	
1

	  
	
RH class divider assy

	
SPE

	
1

	  
	
Connector

	
SPE

	
2

	  
	
Wire harness assy, tee output

	
SPE

	
1

	  
	
Seat to seat cable

	
SPE

	
4

	  
	
Seat to seat cable

	
SPE

	
2

	  
	
Seat to seat cable

	
SPE

	
2

	  
	
Seat to seat cable

	
SPE

	
2

	  
	
Seat to sidewall cable

	
SPE

	
4

	  
	
Seat to sidewall cable

	
SPE

	
1

	  
	
Floor mounted stowage

	
SFE

	
1

	  
	
Seat-seat-sidewall-seat cable

	
SPE

	
12

	  
	
Seat-seat-sidewall-seat cable

	
SPE

	
10

	  
	
Seat-seat-sidewall-seat cable

	
SPE

	
2

	  
	
Seat-seat-sidewall-seat cable

	
SPE

	
2

	  
	
Term cap, J1

	
SPE

	
4

	  
	
PSU spacer panel

	
SFE

	
1

	  
	
PSU spacer panel

	  	  	  
	
PSU spacer panel

	
SFE

	
2

	  
	
PSU spacer panel

	
SFE

	
4

	  
	
PSU spacer panel

	
SFE

	
1

	  
	
Closeout seal

	
SFE

	
1

	  
	  	  	  	  


























	
  

	
Reference:







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



























August 5, 2010