exhibit105.htm










Exhibit 10.5












Supplemental Agreement No. 20







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 August 12, 2010 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]







WHEREAS, the parties also agree to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]












Whereas the parties previously executed Letter Agreement No. 6-1162-RCN-1892 in regards to the replacement of certain SPE Koito Seats with Weber Seats for 777 Aircraft Block Numbers WC223 and WC224 and the parties desire to incorporate such Letter into the Purchase Agreement;












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. 20.







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]







3.           Revised Attachment to Letter Agreement 2061-1R10







Remove and replace, in its entirety, the Attachment to Letter Agreement No. 2061-1R10 “Option Aircraft Delivery, Price and Advance Payments”, with the Attachment attached hereto to reflect the termination of Customer’s last 4 Option Aircraft.







4.           Option Aircraft Deposit Matters







Boeing and Customer hereby agree to incorporate into the Purchase Agreement Letter Agreement No. 6-1162-RCN-1895 regarding certain Option Aircraft deposit matters which is attached hereto, and which shall be inserted into the Letter Agreement after Letter Agreement No. 6-1162-CHL-195.







5.           Letter Agreement No. 6-1162-RCN-1892







Letter Agreement No. 6-1162-RCN-1892 regarding the replacement of certain SPE Koito Seats with Weber Seats which was previously executed by the parties and is attached hereto is hereby incorporated into the Purchase Agreement, and which shall be inserted into the Letter Agreement after Letter Agreement No. 6-1162-CHL-195.







6.           Other Terms







The effectiveness of this Supplemental Agreement is contingent on the concurrent execution of the 737 supplemental agreement no. 56 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






  





  











  













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. 20


	  	  	  
	
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


	  	  	  
	
2061-1R10

	
(Attachment) Option Aircraft Delivery, Price and Advance Payments

	
SA No. 20


	  	  	  
	
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


	  	  	  
	
6-1162-RCN-1892

	
Credit memorandum for Weber Seat Costs

	
SA No. 20


	  	  	  
	
6-1162-RCN-1895

	
777 Option Aircraft Deposit Matters

	
SA No. 20


























  





  











  



















	
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


	  	  
	
Supplemental Agreement No. 19

	
March 2, 2010


	  	  
	
Supplemental Agreement No. 20

	
August 12, 2010


	  	  














  





  











  













Attachment to Letter Agreement 2061-1R10


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]











  





  











  








June 21, 2010


6-1162-RCN-1892












Continental Airlines, Inc.


1600 Smith Street HQSFM


Houston, TX 77002













	
Subject:

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












Reference:                      a) Purchase Agreement No. 2061 (the Purchase Agreement)


between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 777-200ER aircraft (the Aircraft)







b) Master Change No. 2525D115A55 Entitled: MP – PASSENGER COMPARTMENT SEATS – REVISION – REPLACE KOITO ECONOMY SEATS WITH WEBER ECONOMY SEATS – SPE (Master Change)







This Letter Agreement amends and supplements the Purchase Agreement.  All terms used and not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.








	
1.

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

















3.           Confidential Treatment.







Boeing and Customer understand that certain information contained in this Letter Agreement, including any attachments hereto, is considered by both parties to be confidential.  Boeing and Customer 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.






  





  











  













BOEING PROPRIETARY







Very truly yours,







THE BOEING COMPANY







By    /s/ R.C. Nelson







Its    Attorney-In-Fact    












ACCEPTED AND AGREED TO this







Date: June 21, 2010







CONTINENTAL AIRLINES, INC.







By /s/ Jacques Lapointe







Its: Senior Vice President- Procurement











  





  











  


















6-1162-RCN-1895












Continental Airlines, Inc.


1600 Smith Street HQSFM


Houston, TX 77002

















Subject:                      777 Option Aircraft Deposit Matters








	
Reference:

	
Supplemental Agreement No. 20 to Purchase Agreement No. 2061 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 777-200ER aircraft (the Aircraft)

















This Letter Agreement amends and supplements the Purchase Agreement.  All terms used and not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.












1.           Option Deposits for Cancelled Option Aircraft.







Boeing and Customer agree that the deposits held by Boeing for the Option Aircraft terminated pursuant to Supplement Agreement No. 20 to the Purchase Agreement in the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each Option Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be retained by Boeing [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]












2.           Confidential Treatment.







Boeing and Customer understand that certain information contained in this Letter Agreement is considered by both parties to be confidential.  Boeing and Customer 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.






















BOEING PROPRIETARY






  





  











  








Continental Airlines, Inc.


6-1162-RCN-1895







Page 2



























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

































































































BOEING PROPRIETARY