EXHIBIT 10



EXHIBIT 10.23(ae)





Supplemental Agreement No. 30


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 Nov 4, 2003, 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 and Buyer have mutually agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


WHEREAS, Boeing and Buyer have mutually agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


WHEREAS, Boeing and Buyer have mutually agreed [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


WHEREAS, Boeing and Customer have mutually agreed to the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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


WHEREAS, Boeing and Buyer have mutually agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


WHEREAS, Boeing and Buyer have mutually agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


WHEREAS, Boeing and Customer have mutually agreed to the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and


WHEREAS, Boeing and Customer have mutually agreed to concurrently amend the Purchase Agreement, Purchase Agreement Number 2061, Purchase Agreement Number 2211 and Purchase Agreement Number 2333 to incorporate the effect of these and certain other changes;


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:


1.1Remove 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. 30.


1.2Remove and replace, in its entirety, page T-2-2 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", with revised page T-2-2 Table 1, attached hereto, to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


1.3Remove and replace, in its entirety, page T-3-3 and page T-3-4 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-800 Aircraft", with revised page T-3-3 and page T-3-4 of Table 1, attached hereto, to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


1.4Remove and replace, in its entirety, page T-5-2 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-900 Aircraft", with revised pages T-5-2 of Table 1, attached hereto, to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.Letter Agreements:


2.1Remove and replace, in its entirety, Letter Agreement 1951-3R17, "Option Aircraft - Model 737-824 Aircraft", with the revised Letter Agreement 1951-3R18 attached hereto, to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.2Remove and replace, in its entirety, Letter Agreement 1951-9R14, "Option Aircraft - Model 737-724 Aircraft", with the revised Letter Agreement 1951-9R15 attached hereto, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.3Remove and replace, in its entirety, Letter Agreement 1951-12R4, "Option Aircraft - Model 737-924 Aircraft", with the revised Letter Agreement 1951-12R5 attached hereto, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.4Letter Agreement 6-1162-CHL-195, "Restructure Agreement for Model 737NG and 757-300 Aircraft" is hereby incorporated.


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 COMPANYContinental Airlines, Inc.


By: /s/ Michael S. AndersonBy:   /s/ Gerald Laderman


Its:  Attorney-In-Fact          _Its:  Senior Vice President -

      Finance and Treasurer

TABLE OF CONTENTS


PageSA

NumberNumber


ARTICLES


1.Subject Matter of Sale1-1SA 5


2.Delivery, Title and Risk of Loss2-1


3.Price of Aircraft3-1SA 26


4.Taxes4-1


5.Payment5-1


6.Excusable Delay6-1


7.Changes to the Detail Specification7-1SA 5

8.Federal Aviation Requirements and Certificates and

Export License8-1SA 5




9.Representatives, Inspection, Flights and Test Data9-1


10.Assignment, Resale or Lease10-1


11.Termination for Certain Events11-1


	Product Assurance; Disclaimer and Release; Exclusion of 



Liabilities; Customer Support; Indemnification and Insurance12-1


13.Buyer Furnished Equipment and Spare Parts13-1


14.Contractual Notices and Requests14-1SA 17


15.Miscellaneous15-1


 

TABLE OF CONTENTS


PageSA

NumberNumber


1.Aircraft Deliveries and Descriptions - 737-500T-1SA 3


Aircraft Deliveries and Descriptions - 737-700T-2SA 30


Aircraft Deliveries and Descriptions - 737-800T-3SA 30


Aircraft Deliveries and Descriptions - 737-600T-4SA 4


Aircraft Deliveries and Descriptions - 737-900T-5SA 30


 

EXHIBITS


A-1Aircraft Configuration - Model 737-724SA 26


A-2Aircraft Configuration - Model 737-824SA 26


A-3Aircraft Configuration - Model 737-624SA 1


A-4Aircraft Configuration - Model 737-524SA 3


A-5Aircraft Configuration - Model 737-924SA 26


BProduct Assurance DocumentSA 1


CCustomer Support Document - Code Two - Major Model DifferencesSA 1


C1Customer Support Document - Code Three - Minor Model DifferencesSA 1


DAircraft Price Adjustments - New Generation Aircraft (1995 Base Price)SA 1


D1Airframe and Engine Price Adjustments - Current Generation AircraftSA 1



D2Aircraft Price Adjustments - New Generation Aircraft (1997 Base Price)SA 5


EBuyer Furnished Equipment Provisions DocumentSA 20


FDefined Terms DocumentSA 5


 

TABLE OF CONTENTS


SA

Number

LETTER AGREEMENTS


1951-1Not Used


1951-2R3Seller Purchased EquipmentSA 5


1951-3R18Option Aircraft-Model 737-824 AircraftSA 30


1951-4R1Waiver of Aircraft DemonstrationSA 1


1951-5R2Promotional Support - New Generation AircraftSA 5


1951-6Configuration Matters


1951-7R1Spares Initial ProvisioningSA 1


1951-8R2Escalation Sharing - New Generation AircraftSA 4


1951-9R15Option Aircraft-Model 737-724 AircraftSA 30


1951-11R1Escalation Sharing-Current Generation AircraftSA 4


1951-12R5Option Aircraft - Model 737-924 AircraftSA 30


1951-13Configuration Matters - Model 737-924SA 5


1951-14Installation of Cabin Systems EquipmentSA 22


 

TABLE OF CONTENTS


SA

Number


RESTRICTED LETTER AGREEMENTS


6-1162-MMF-295Performance Guarantees - Model 737-724 Aircraft


6-1162-MMF-296Performance Guarantees - Model 737-824 Aircraft


6-1162-MMF-308R3Disclosure of Confidential InformationSA 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-312R1Special Purchase Agreement ProvisionsSA 1


6-1162-MMF-319Special Provisions Relating to the Rescheduled Aircraft


6-1162-MMF-378R1Performance Guarantees - Model 737-524 AircraftSA 3


6-1162-GOC-015[CONFIDENTIAL MATERIAL OMITTED AND 

FILED SEPARATELY WITH THE SECURITIES 

AND EXCHANGE COMMISSION PURSUANT 

TO A REQUEST FOR CONFIDENTIAL 

TREATMENT]SA 2


6-1162-GOC-131R3Special MattersSA 22


6-1162-DMH-365Performance Guarantees - Model 737-924 AircraftSA 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-680Delivery Delay Resolution ProgramSA 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-048Rescheduled Aircraft Agreement     SA 26


6-1162-CHL-195Restructure Agreement for Model 737NG and 

757-300 Aircraft     SA 30



TABLE OF CONTENTS


 

SUPPLEMENTAL AGREEMENTSDATED AS OF:


Supplemental Agreement No. 1October 10,1996


Supplemental Agreement No. 2March 5, 1997


Supplemental Agreement No. 3July 17, 1997


Supplemental Agreement No. 4October 10,1997


Supplemental Agreement No. 5May 21,1998


Supplemental Agreement No. 6July 30,1998


Supplemental Agreement No. 7November 12,1998


Supplemental Agreement No. 8December 7,1998


Supplemental Agreement No. 9February 18,1999


Supplemental Agreement No. 10March 19,1999


Supplemental Agreement No. 11May 14,1999


Supplemental Agreement No. 12July 2,1999


Supplemental Agreement No. 13October 13,1999


Supplemental Agreement No. 14December 13,1999


Supplemental Agreement No. 15January 13,2000


Supplemental Agreement No. 16March 17,2000


Supplemental Agreement No. 17May 16,2000


Supplemental Agreement No. 18September 11,2000


Supplemental Agreement No. 19October 31,2000


Supplemental Agreement No. 20December 21,2000


TABLE OF CONTENTS


 

SUPPLEMENTAL AGREEMENTSDATED AS OF:


Supplemental Agreement No. 21March 30,2001 


Supplemental Agreement No. 22May 23, 2001 


Supplemental Agreement No. 23June 29, 2001 


Supplemental Agreement No. 24August 31, 2001


Supplemental Agreement No. 25December 31, 2001


Supplemental Agreement No. 26March 29, 2002


Supplemental Agreement No. 27November 6, 2002


Supplemental Agreement No. 28April 1, 2003


Supplemental Agreement No. 29August 19, 2003 


Supplemental Agreement No. 30November 4, 2003 


 

 

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]

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]

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]


Table 1 to Purchase Agreement 1951

Aircraft Deliveries and Descriptions

Model 737-900 Aircraft



 

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

1951-9R15

November 4, 2003


 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas  77002


 
Subject:Letter Agreement No. 1951-9R15 to Purchase Agreement No. 1951 - Option Aircraft - Model 737-724 Aircraft






Ladies and Gentlemen:


This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737-724 aircraft (the Aircraft).  This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-9R14 dated April 1, 2003.


All terms used and not defined herein shall have the same meaning as in the Agreement.


In consideration of Buyer's purchase of the Aircraft, Boeing hereby agrees to manufacture and sell up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] additional Model 737-724 Aircraft (the Option Aircraft) to Buyer, on the same terms and conditions set forth in the Agreement, except as otherwise described in Attachment A hereto, and subject to the terms and conditions set forth below.


1.Delivery.


The Option Aircraft will be delivered to Buyer during or before the months set forth in the following schedule:

Month and Year  Number of

 of Delivery  Option Aircraft




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


2.Price.  


The basic price of the Option Aircraft shall be the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


3.Option Aircraft Deposit.


In consideration of Boeing's grant to Buyer of options to purchase the Option Aircraft as set forth herein, Buyer has paid a deposit to Boeing of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for each Option Aircraft (the Option Deposit) prior to the date of this Letter Agreement.  If Buyer exercises an option herein for an Option Aircraft, the amount of the Option Deposit for such Option Aircraft will be credited against the first advance payment due for such Option Aircraft pursuant to the advance payment schedule set forth in Article 5 of the Agreement.  


If Buyer does not exercise its option to purchase a particular Option Aircraft pursuant to the terms and conditions set forth herein, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


4.Option Exercise.


To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below:


Option AircraftOption Exercise Date


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


5.Contract Terms.


Within thirty (30) days after Buyer exercises an option to purchase Option Aircraft pursuant to paragraph 4 above, Boeing and Buyer will use their best reasonable efforts to enter into a supplemental agreement amending the Agreement to add the applicable Option Aircraft to the Agreement as a firm Aircraft (the Option Aircraft Supplemental Agreement).


If the parties have not entered into such an Option Aircraft Supplemental Agreement within the time period contemplated herein, either party shall have the right, exercisable by written or telegraphic notice given to the other within ten (10) days after such period, to cancel the purchase of such Option Aircraft.


6.Cancellation of Option to Purchase.


Either Boeing or Buyer may cancel the option to purchase an Option Aircraft if any of the following events are not accomplished by the respective dates contemplated in this Letter Agreement, or in the Agreement, as the case may be:


(i)purchase of the Aircraft under the Agreement for any reason not attributable to the cancelling party;


(ii)payment by Buyer of the Option Deposit with respect to such Option Aircraft pursuant to paragraph 3 herein; or


(iii)exercise of the option to purchase such Option Aircraft pursuant to the terms hereof.


Any cancellation of an option to purchase by Boeing which is based on the termination of the purchase of an Aircraft under the Agreement shall be on a one-for-one basis, for each Aircraft so terminated.


Cancellation of an option to purchase provided by this letter agreement shall be caused by either party giving written notice to the other within ten (10) days after the respective date in question.  Upon receipt of such notice, all rights and obligations of the parties with respect to an Option Aircraft for which the option to purchase has been cancelled shall thereupon terminate.


If an option is cancelled as provided above, Boeing shall promptly refund to Buyer, without interest, any payments received from Buyer with respect to the affected Option Aircraft.  Boeing shall be entitled to retain the Option Deposit unless cancellation is attributable to Boeing's fault, in which case the Option Deposit shall also be returned to Buyer without interest.


7.Applicability.


Except as otherwise specifically provided, limited or excluded herein, all Option Aircraft that are added to the Agreement by an Option Aircraft Supplemental Agreement as firm Aircraft shall benefit from all the applicable terms, conditions and provisions of the Agreement.


 

If the foregoing accurately reflects your understanding of the matters treated herein, please so indicate by signature below.


Very truly yours,


THE BOEING COMPANY


 

 

 

By /s/ Michael S. Anderson


Its  Attorney-In-Fact     


 

ACCEPTED AND AGREED TO this


Date: Nov 4, 2003


CONTINENTAL AIRLINES, INC.,


 

 

 

By  /s/ Gerald Laderman   


Its  Senior Vice President - Finance and Treasurer       


 

 

Attachment

Model 737-724 Aircraft


1.Option Aircraft Description and Changes.


1.1Aircraft Description.  The Option Aircraft are described by Boeing Detail Specification D6-38808-42 Revision A, dated as of November 1, 1998, as amended and revised pursuant to the Agreement.


1.2Changes.  The Option Aircraft Detail Specification shall be revised to include:


(1)Changes applicable to the basic Model 737-700 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of a Supplemental Agreement for the Option Aircraft.


(2)Changes mutually agreed upon.


(3)Changes required to obtain a Standard Certificate of Airworthiness.


1.3Effect of Changes.Changes to the Detail Specification pursuant to the provisions of the clauses above shall include the effects of such changes upon Option Aircraft weight, balance, design and performance.


2.Price Description.


2.1Price Adjustments.


2.1.1Base Price Adjustments.  The Base Airplane Price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Supplemental Agreement for the Option Aircraft.


2.1.2Special Features.  The price for Special Features incorporated in the Option Aircraft Detail Specification will be adjusted to Boeing's then-current prices for such features as of the date of execution of the Supplemental Agreement for the Option Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


2.1.3Escalation Adjustments.  The Base Airframe and Special Features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement.


2.1.4Price Adjustments for Changes.  Boeing may adjust the Aircraft Basic Price and the Advance Payment Base Prices for Option Aircraft for any changes mutually agreed upon by Buyer and Boeing subsequent to the date that Buyer and Boeing enter into the Supplemental Agreement for the Option Aircraft.


2.1.5BFE to SPE.  An estimate of the total price for items of Buyer Furnished Equipment (BFE) changed to Seller Purchased Equipment (SPE) pursuant to the Detail Specification is included in the Option Aircraft price build-up.  The purchase price of the Option Aircraft will be adjusted by the price charged to Boeing for such items plus [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such price.


3.Advance Payments.


3.1If Buyer exercises its right under this letter agreement to acquire an Option Aircraft, Buyer shall pay to Boeing advance payments for such Option Aircraft pursuant to the schedule for payment of advance payments provided in the Agreement.


1951-12R5

November 4, 2003


 

Continental Airlines, Inc.

1600 Smith Street

Houston, TX  77002


 

Subject:Option Aircraft - Model 737-924 Aircraft

Reference:Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737-924 aircraft (the Aircraft)


 





Ladies and Gentlemen:


This Letter Agreement amends and supplements the Agreement.  All terms used but not defined in this Letter Agreement have the same meaning as in the Agreement.  This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-12R4 dated March 29, 2002.


Boeing agrees to manufacture and sell to Buyer up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] additional Model 737-924 aircraft (the Option Aircraft), on the same terms and conditions set forth in the Agreement, subject to the terms and conditions set forth below.  The delivery months, number of aircraft, Advance Payment Base Price per aircraft and advance payment schedule are listed in the Attachment to this Letter Agreement (the Attachment).


1.Aircraft Description and Changes.


1.1 Aircraft Description:  The Option Aircraft are described by the Detail Specification listed in the Attachment.


1.2Changes:  The Detail Specification will be revised to include:


(i) Changes applicable to the basic Model 737 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the supplemental agreement to purchase the Option Aircraft;

(ii) Changes required to obtain required regulatory certificates; and

(iii)Changes mutually agreed upon.


1.3Effect of Changes:  Changes to the Detail Specification pursuant to the provisions of the clauses above shall include the effects of such changes upon Option Aircraft weight, balance, design and performance.


2.Price.


2.1The pricing elements of the Option Aircraft are listed in the Attachment.


2.2Price Adjustments.


2.2.1Special Features.  The price for Special Features selected for the Option Aircraft will be adjusted to Boeing's current prices as of the date of execution of the supplemental agreement for the Option Aircraft.


2.2.2Escalation Adjustments.  The Base Airplane Price and the price of Special Features for Option Aircraft delivering before [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be escalated on the same basis as the Aircraft.


2.2.3Base Price Adjustments.  The Base Airplane Price of the Option Aircraft delivering before [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be adjusted to Boeing's then current prices as of the date of execution of the supplemental agreement for the Option Aircraft.


3.Payment.


3.1Buyer has paid a deposit to Boeing in the amount shown in the Attachment for each Option Aircraft (the Option Deposit) prior to the date of this Letter Agreement.  If Buyer exercises an option, the Option Deposit applicable to such aircraft will be credited against the first advance payment due for such aircraft.  If Buyer does not exercise an option, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


3.2Following option exercise, advance payments in the amounts and at the times listed in the Attachment will be payable for the Option Aircraft.  The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery.


4.Option Exercise.


4.1To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below:


Option AircraftOption Exercise Date


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


4.2If Boeing must make production decisions which are dependent on Buyer exercising an option earlier than the Option Exercise Date, Boeing may accelerate the Option Exercise Date in which case Boeing shall give Buyer prior written notice thereof and such acceleration shall be subject to Buyer's agreement.  If Boeing and Buyer fail to agree to a revised Option Exercise Date, either party may terminate the option [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


5.Contract Terms.


Boeing and Buyer will use their best efforts to reach a definitive agreement for the purchase of an Option Aircraft, including the terms and conditions contained in this Letter Agreement, in a supplemental agreement to the Agreement, and other terms and conditions as may be agreed upon.  In the event the parties have not entered into a supplemental agreement within 30 days following option exercise, either party may terminate the purchase of such Option Aircraft by giving written notice to the other within 5 days. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


6.Applicability.


Except as otherwise specifically provided, limited or excluded herein, all Option Aircraft that are added to the Agreement by an Option Aircraft supplemental agreement as firm Aircraft shall benefit from all the applicable terms, conditions and provisions of the Agreement.


Very truly yours,


THE BOEING COMPANY


 

 

By  /s/ Michael S. Anderson     


Its           Attorney-In-Fact           


 

ACCEPTED AND AGREED TO this


Date: November 4, 2003


CONTINENTAL AIRLINES, INC.


 

 

By   /s/Gerald Laderman                 


Its  Senior Vice President - Finance and Treasurer  


 

Attachment

Attachment to

Letter Agreement 1951-12R5 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]

6-1162-CHL-195


 

Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002


 

 

Subject:Restructure Agreement for Model 737NG and 757-300 Aircraft 

Reference:Purchase Agreement Nos. 1951, 2061, 2211 and 2333 (the Purchase Agreement or the Purchase Agreements) between The Boeing Company (Boeing) and Continental Airlines, Inc. relating to Model 737-700, 737-800, 737-900 and 757-300 aircraft (the Aircraft)






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


1.Rescheduled Delivery and Substitution of Aircraft.


Customer has requested and Boeing has agreed to a further reschedule of the delivery dates for certain Aircraft and substitution of certain Aircraft (collectively referred to as the Restructured Aircraft hereinafter) as set forth in Attachment A and the Supplemental Agreements to the respective Purchase Agreements.  Customer shall take delivery of each Restructured Aircraft in accordance with the terms of the respective Purchase Agreement and the revised delivery dates specified in Table 1 to the respective Purchase Agreement.


2. Rescheduled Model 737 Aircraft Charges.


Customer shall pay Boeing Thirteen Million Five Hundred Thousand Dollars ($13,500,000) in consideration of the costs for rescheduling the Model 737 Aircraft. Customer shall pay this amount in accordance with the following schedule: 


[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.Advance Payment Matters.


4.1Advance Payments Adjustments for Restructured Aircraft.  Advance Payment Base Prices and advance payment schedules for the Restructured Aircraft will be adjusted to reflect the revised delivery schedule and use the latest escalation factors available to Boeing. Boeing will retain all advance payments received to date for these Restructured Aircraft and shall apply these retained advance payments to Customer's advance payment requirements as mutually agreed to by Customer and Boeing.


4.2Option Deposit Allocation for Cancelled 757-300 Option Aircraft. Boeing will retain all Option Deposits received to date for the eleven (11) cancelled 757-300 Option Aircraft and shall apply these retained Option Deposits to Customer's advance payment requirements as mutually agreed to by Customer and Boeing.


[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.Right of First Refusal for Additional Aircraft Requirements.


In recognition of the significant financial impact to Boeing resulting from rescheduling and substitution of these Restructured Aircraft, Customer hereby agrees to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The foregoing right of first refusal shall not be construed to apply to the following aircraft or transactions:



	aircraft acquired by Customer through a merger with or acquisition of a certified air carrier (or all or substantially all of such air carrier's assets so long as a material portion of the assets being acquired consist of assets other than aircraft) operating such aircraft at the time of merger or acquisition, or having firm purchase agreements for the acquisition thereof; or
	the renegotiation by Customer of aircraft leases with unexpired lease terms whereby Customer chooses to replace older leased aircraft with newer leased aircraft provided by one or more third parties or to reduce the number of leased aircraft in Customer's fleet, so long as after giving effect to such transactions, there is no material net increase in the lease term or the number of leased aircraft in Customer's fleet or a resulting adverse impact on Customer's acquisition of the Restructured Aircraft; or
	aircraft currently leased by the Customer or any of its subsidiaries (including any extensions of the lease term or purchase of such aircraft).





8.BFE/SPE and Vendor Charges. 


Customer shall be solely responsible for payment of any BFE/SPE or vendor price changes resulting from the substitution and rescheduling of these Restructured Aircraft.


9.Option Aircraft.


9.1Customer's Model 737 Option Aircraft delivery positions are hereby revised in accordance with the schedule in Attachment B to this Letter Agreement to accommodate Customer's request and changes to Boeing's production schedules necessitated by the rescheduling of the Restructured Aircraft. 


9.2Boeing and Customer hereby agree to substitute twelve (12) Model 737-900 Option Aircraft for two (2) Model 777-200ER Option Aircraft and two (2) Model 767-200ER Option Aircraft as specified in Attachment B. Option Deposits on the Model 777-200ER and Model 767-200ER Option Aircraft totaling One Million Two Hundred Thousand Dollars ($1,200,000) will be applied to the Model 737-900 Option Aircraft at One Hundred Thousand Dollars ($100,000) per Aircraft.


10.Confidential Treatment.


Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement and the attachments hereto 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 may be required by applicable law or governmental regulations; provided that the Customer may disclose this Letter Agreement to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the purpose of obtaining its consent (if any such consent is required) under the Credit Agreement dated as of January 12, 2001.


Very truly yours,


THE BOEING COMPANY


 

By   /s/ Charles H. Leach         


Its           Attorney-In-Fact           


 

ACCEPTED AND AGREED TO this


Date: November 4, 2003


 

Continental airlines, inc.


 

By    /s/ Gerald Laderman        

 

Its      Senior Vice President - Finance and Treasurer

RESCHEDULED AIRCRAFT


Model 737-724 Aircraft


	
	
Manufacturer's Serial No.
	
	
Original Schedule Month
	
	
Revised Schedule Month

	
1
	
31664
	
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



















	
2
	
31637
	

	
3
	
32827
	

	
4
	
31638
	

	
5
	
32826
	

	
6
	
31639
	

	
7
	
31665
	

	
8
	
33456
	

	
9
	
31666
	

	
10
	
33457
	

	
11
	
32828
	

	
12
	
33459
	

	
13
	
33458
	

	
14
	
33460
	

	
15
	
32829
	







 

Model 737-824 Aircraft


	
	
Manufacturer's Serial No.
	
	
Original Schedule Month
	
	
Revised Schedule Month

	
1
	
33453
	
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	
2
	
34000
	

	
3
	
34001
	

	
4
	
34002
	

	
5
	
34003
	

	
6
	
34004
	

	
7
	
34005
	

	
8
	
31602
	

	
9
	
33461
	

	
10
	
32834
	

	
11
	
31603
	

	
12
	
31604
	

	
13
	
32832
	

	
14
	
31605
	

	
15
	
31633
	

	
16
	
32833
	

	
17
	
32835
	

	
18
	
32836
	

	
19
	
33527
	

	
20
	
33528
	

	
21
	
33529
	

	
22
	
33530
	

	
23
	
33531
	

	
24
	
33532
	

	
25
	
33533
	

	
26
	
33534
	

	
27
	
33535
	

	
28
	
33536
	

	
29
	
33537
	







 

Model 737-924 Aircraft


	
	
Manufacturer's Serial No.
	
	
Original Schedule Month
	
	
Revised Schedule Month

	
1
	
30130
	
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	
2
	
30131
	

	
3
	
30132


 
	






 

 

Model 757-324 Aircraft


	
	
Manufacturer's Serial No.
	
	
Original Schedule Month
	
	
Revised Schedule Month

	
1
	
32815
	
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 

 

	
2
	
32816
	

	
3
	
32817
	

	
4
	
32818
	

	
5
	
32819
	

	
6
	
32820
	

	
7
	
32821
	

	
8
	
32822
	

	
9
	
32823
	

	
10
	
32824
	







 

 

Notes:

Pursuant to Customer's request, six (6) 737-824 Aircraft were added as substitutions for six (6) 757-324 Aircraft.

OPTION AIRCRAFT


Model 737-724 Option Aircraft


	
	
Original Delivery Date
	
	
Revised Delivery Date
	
	
Revised Option Exercise Date

	
1
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 

 

	
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22
	
	
	
	
	

	
23
	
	
	
	
	

	
24
	
	
	
	
	





 

Model 737-824 Option Aircraft


	
	
Original Delivery Date
	
	
Revised Delivery Date
	
	
Revised Option Exercise Date

	
1
	
	
	
	
	

	
2
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 

 

 

	
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33
	
	
	
	
	

	
34
	
	
	
	
	

	
35
	
	
	
	
	





 

Model 737-924 Option Aircraft


	
	
Original Delivery Date
	
	
Revised Delivery Date
	
	
Revised Option Exercise Date

	
1
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 

 

 

 

	
2

	
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21
	
	
	
	
	

	
22
	
	
	
	
	

	
23
	
	
	
	
	

	
24
	
	
	
	
	





Model 757-324 Option Aircraft


	
	
Original Delivery Date
	
	
Revised Delivery Date
	
	
Revised Option Exercise Date

	
1
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 

 

 

 

 

	
2

	
3

	
4

	
5

	
6

	
7

	
8

	
9

	
10

	
11

	
	
	
	
	
	






Model 767-224 Option Aircraft


	
	
Original Delivery Date
	
	
Revised Delivery Date
	
	
Revised Option Exercise Date

	
1
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	
2





 

Model 777-224 Option Aircraft


	
	
Original Delivery Date
	
	
Revised Delivery Date
	
	
Revised Option Exercise Date

	
1
	
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	
2





 

Notes:

Pursuant to Customer's request, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].