SupplementalAgreement No. 53 to PurchaseAgreement No. 1951 Between TheBoeing Company and ContinentalAirlines, Inc. Relatingto Boeing Model 737 Aircraft

EX-10.22(BB) 12 fexhibit1022bb.htm EXHIBIT 10.22(BB) fexhibit1022bb.htm




Exhibit 10.22(bb)

Supplemental Agreement No. 53

to

Purchase Agreement No. 1951

Between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 737 Aircraft



THIS SUPPLEMENTAL AGREEMENT, is entered into as of December 23, 2009 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer);

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

Whereas, in consideration of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer agrees to allow Boeing to use certain aircraft for flight testing as provided under letter Agreement 6-1162-RCN-1890;






Supplemental Agreement No. 53 to
Purchase Agreement No. 1951


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. 53.

1.2           Remove and replace, in their entirety, pages T-2-2 and T-2-3 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised pages T-2-2 and T-2-3 of Table 1 attached hereto.
 
 
           1.3           Remove and replace, in their entirety, pages T-6-1 and T-6-2 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised pages T-6-1 and T-6-2 of Table 1 attached hereto, and add page T-6-3.

1.4           Remove and replace the cover page to Exhibit A-6.1 and insert new Exhibit A-6.2 after Exhibit A-6.1.

           1.5 Letter Agreement no. 6-1162-RCN-1888 entitled Use of Aircraft – Boeing 747-800 and 787 Flight Test Training, is hereby incorporated into the Purchase Agreement.

           1.6 Letter Agreement no. 6-1162-RCN-1890 entitled Use of Aircraft for Testing, is hereby incorporated into the Purchase Agreement.


2.    Option Aircraft Deposit Refund

In consideration of Customer’s Agreement to allow Boeing to use certain Aircraft for testing under Letter Agreement No. 6-1162-RCN-1890, Boeing hereby agrees to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]










Supplemental Agreement No. 53 to
Purchase Agreement No. 1951


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 53
       
 
Aircraft Deliveries and
Descriptions – 737-800
 
T-3
 
SA 52
       
 
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 53
       
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
     
1951-9R21
Option Aircraft-Model 737-724 Aircraft
SA 48
     
1951-11R1
Escalation Sharing-Current Generation
Aircraft
 
SA 4
     
1951-12R7
Option Aircraft – Model 737-924 Aircraft
SA 32
     
1951-13
Configuration Matters – Model 737-924
SA 5
     
1951-14
Installation of Cabin Systems Equipment
737-924
 
SA 22
1951-15
Configuration Matters – Model 737-924ER
SA 39

TABLE OF CONTENTS
     
SA
RESTRICTED LETTER AGREEMENTS
 
Number
       
6-1162-MMF-295
Performance Guarantees – Model
737-724 Aircraft
 
     
6-1162-MMF-296
Performance Guarantees – Model
737-824 Aircraft
 
     
6-1162-MMF-308R4
Disclosure of Confidential
Information
 
SA 39
     
6-1162-MMF-309R1
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
SA 1
     
6-1162-MMF-311R6
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
SA 46
     
6-1162-MMF-312R1
Special Purchase Agreement Provisions
SA 1
     
6-1162-MMF-319
Special Provisions Relating to the
Rescheduled Aircraft
 
     
6-1162-MMF-378R1
Performance Guarantees – Model
737-524 Aircraft
 
SA 3
     
6-1162-GOC-015R1
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
SA 31
     
6-1162-GOC-131R10
Special Matters
SA 46
     
6-1162-DMH-365
Performance Guarantees – Model
737-924 Aircraft
 
SA 5
     
6-1162-DMH-624
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
SA 8
 
6-1162-DMH-680
 
Delivery Delay Resolution Program
 
SA 9
 
6-1162-DMH-1020
 
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
 
SA 14
 
 
6-1162-DMH-1035
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
 
SA 15
6-1162-DMH-1054
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
 
 
SA 16
 
 
6-1162-CHL-048
Rescheduled Aircraft Agreement
SA 26
 
6-1162-CHL-195
Restructure Agreement for Model
737NG and 757-300 Aircraft
 
SA 30
 
6-1162-MSA-768
Performance Guarantees – Model
737-924ER Aircraft
 
SA 39
 
6-1162-SEE-133
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 
 
 
 
SA 46
 
6-1162-SEE-0176R4
Record Option Proposals
 
SA 48
6-1162-SEE-0187
Passenger Service Unit Resolution
SA 50
 
6-1162-SEE-0225R1
 
Use of Aircraft – Carbon Brakes [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Testing
 
 
 
 
 
 
 
SA 50
6-1162-SEE-0263
Use of Aircraft – 737NG
Performance Improvement Package Testing
 
 
SA 50
     
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 53



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
 
   



 
 

 


 


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                                                                           SA53

 
 

 



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                                                                           SA53


 
 

 


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]

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Page T-6-1
Boeing Proprietary                                                                           SA53

 
 

 


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]

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Page T-6-2
Boeing Proprietary                                                                           SA53

 
 

 


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]

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Page T-6-3
Boeing Proprietary                                                                           SA53



 
 

 


AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

CONTINENTAL AIRLINES, INC.


Exhibit A-6.2 to Purchase Agreement Number 1951


(737-924ER Aircraft
delivering during or after January  2011)


























PA 1951                                                                A-6.2-1                                                      SA 53



 
 

 


5a—1951 SA53 -900ER Exhibit A-6-2.xls                                                                                                BOEING PROPRIETARY



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


 
 

 


December 23, 2009


6-1162-RCN-1888


Continental Airlines, Inc.
1600 Smith Street
Houston, TX 77002

Attention:
Mr. Ron Baur

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

Reference:
(a) Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 737 Aircraft

(b) Letter No. 6-1162-SEE-0225R1, dated July 23, 2009; Subject: 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

All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

In the reference (b) Letter, Boeing and Customer agreed that one (1) Model 737-900ER Aircraft, with serial number [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will be used by Boeing for the purpose of testing carbon brakes for use on the model 737NG Aircraft.  In addition to such testing, Boeing and Customer further agree that such Aircraft will be used for certain Boeing flight test training.  Such Aircraft is hereinafter referred to as the Test Aircraft and such test program is hereinafter referred to as the Test Program.

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

1.  
Test Program

The Test Aircraft will be flown for a total of up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  flight hours in order to train Boeing personal for the flight testing of the model 747-800 and 787 aircraft.

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

3.           Other Terms

All other terms and conditions, including but not limited to the refurbishment of the Test Aircraft, contained in the reference (b) Letter will continue to be in full force and effect.

4.           Confidential Treatment.

Customer understands that certain commercial information contained in this Letter Agreement are 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 by
CONTINENTAL AIRLINES, INC.

By   /s/ Jacques Lapointe                                                                

Its Senior Vice President, Procurement

 
 

 


December 23, 2009


6-1162-RCN-1890


Continental Airlines, Inc.
1600 Smith Street
Houston, TX 77002
Attention:
Mr. Ron Baur

Subject:
Use of Aircraft for Testing

Reference:
(a) Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 737 Aircraft

(b) Letter No. 6-1162-SEE-0263, dated July 23, 2009; Subject “Use of Aircraft – 737NG Performance Improvement Package Testing”

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.

Customer agreed in the reference (b) Letter Agreement to allow Boeing to use one (1) Model 737 Aircraft, with serial number [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], for certain testing.  In consideration of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer further agrees, subject to Customer’s concurrence of the scope of such further test flight profile in accordance with the terms below, to allow Boeing to use such Aircraft or any other Aircraft to conduct certain other additional testing subject to the requirements herein.  Each such additional test program is hereinafter referred to as the Test Program and each Aircraft used for such additional testing is hereinafter referred to as the Test Aircraft.
 
 
Customer will accept delivery of the Test Aircraft without any reduction in the Aircraft Price on account of the depreciation and wear and tear resulting from such testing, subject to the provisions set forth below.

1.           Test Aircraft and Test Program

Prior to commencement of each respective Test Program, Boeing will fill in the information identified in the Attachment and provide such Attachment to Customer for its approval of the respective Test Program.  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
.
The Boeing Engineering Work Authorization form (EWA) provided to Customer will contain the estimated flight test hours and cycles for the Test Program.  Boeing agrees to obtain Customer’s prior permission before conducting any flight testing that would result in the Aircraft flying for a greater number of flight test hours and cycles than the number of estimated fight test hours and cycles contained in the EWA.

If requested by Customer, Boeing agrees to share the Test Program results with Customer, provided that Customer agree to treat such results as Confidential Information and not disclose it to third parties without Boeing’s prior written permission.
 
 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Prior to delivery of the Test Aircraft, designated Customer representatives may inspect the Test Aircraft in accordance with Article 9.2 of the Purchase Agreement.    In addition, Boeing will provide to Customer a report detailing the test conditions that the Test Aircraft, and in particular, the landing gear, was subjected to during the Test Program to verify that test conditions were within design parameters.  Any items deemed to be beyond reasonable wear and tear will be addressed via standard delivery processes subject to discussion between Boeing and Customer.

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

3.           Removal of Wiring and Test Instrumentation.

The wiring installation in the Test Aircraft will be the same as in the other 737 Aircraft being purchased by the Customer under the Agreement.  Boeing will remove all flight test wiring and instrumentation to the extent practicable.  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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

5.           Warranty.

The terms and conditions of the Product Assurance Document (Exhibit C to the AGTA) will run full term from the date of the delivery of the Test Aircraft to Customer.  If any Boeing supplier, except the Engine manufacturer, refuses to honor any valid warranty claim submitted by Customer solely on the basis of use or time expiration relating to the Test Program or refurbishment, Boeing will assume responsibility for such claim using the supplier warranty terms and conditions as though the warranty period began with delivery of the Test Aircraft to Customer.

6.           Wheels, Tires and Brakes.

If indicated in the Attachment, Boeing will remove the Test Program tires, wheels, and brakes and replace with the production tires, wheels and brakes on the Test Aircraft after such Test Program and prior to delivery of the Test Aircraft.

7.           Accomplishment of Maintenance Check.

Boeing will maintain the Test Aircraft with an Airplane Inspection Program (AIP) as required by 14 CFR 91.409 (e).  Scheduled maintenance and inspection intervals will be based on a Low Utilization Maintenance Plan from the 737 Maintenance Planning Document as described in the AIP.

8.           List of Greases, Oils and Other Fluids.

Boeing will provide Customer in a timely manner a list of part and/or specification numbers and suppliers of the greases, oils and other fluids used to service the Test Aircraft during the flight test program.

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

10.           Termination of Boeing’s Right to Use Aircraft for Test Programs

10.1           One of the items identified in the Attachment is the dollar value of each respective Test Program.  This value will be determined by Boeing acting in good faith.  Boeing’s right to use Customer’s Aircraft for Test Programs hereunder will terminate when the cumulative value of the Test Programs identified in the Attachment equals $[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
10.2           [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

11.           Confidential Treatment.

Customer understands that certain commercial information contained in this Letter Agreement are 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:  December 23, 2009

CONTINENTAL AIRLINES, INC.

By   /s/ Jacques Lapointe                                                                

Its   Senior Vice President, Procurement


 
 

 



Attachment to 6-1162-RCN-1890
Update No. 1


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
No greater than [***]
 
TBD**
TBD**
$[***]
No
Yes
                 
                 
                 
                 
                 
                 
                 

* 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.

[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]

Approved by:

CONTINENTAL AIRLINES, INC.

By  /s/ Jacques Lapointe                                                                           
Its  Senior Vice President, Procurement