SupplementalAgreement No. 47 to PurchaseAgreement No. 1951 Between TheBoeing Company and ContinentalAirlines, Inc. Relatingto Boeing Model 737 Aircraft

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EXHBIT 10.21(av)

 

 

 

Supplemental Agreement No. 47

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 October­ 30, 2008 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, in order to accommodate the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:

1.           Table of Contents, Articles, Tables and Exhibits:

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. 47.

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.

2.           Letter Agreements:

2.1 Remove and replace, in its entirety, Attachment B to Letter Agreement No. 1951-9R20, “Option Aircraft – Model 737-724 Aircraft”, with the revised Attachment B attached hereto.

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

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

4.           Reschedule Rights to Account for the IAM Strike

Boeing’s labor contract renewal date with its principal employee union (the IAM) expired at midnight on September 3, 2008. After a 48 hour mediation effort, the IAM initiated a strike on September 6, 2008.  Customer acknowledges that the Revised Delivery Dates discussed in the first and second paragraphs above and also reflected in the revised pages T-2-2 and T-2-3 to Table 1 and Attachment B to Letter Agreement No. 1951-9R20, are based on Boeing’s manufacturing capabilities prior to the IAM strike.

When the IAM strike ends, Boeing will determine the effect of the strike on the Revised Delivery Dates herein and Boeing will provide to Customer a new set of Revised Delivery Dates which will reflect the effect of such strike (Post Strike Revised Delivery Dates).  Customer hereby agrees to incorporate into the Purchase Agreement such Post Strike Revised Delivery Dates.  Customer also acknowledges that [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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/ R.C. Nelson                                                      By: /s/Gerald Laderman                                                      

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

              Finance and Treasurer

TABLE OF CONTENTS

		Page Number	SA Number
ARTICLES
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 40	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

 

TABLE OF CONTENTS

LETTER AGREEMENTS		SA 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 39
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 45	SA 45
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

RESTRICTED LETTER AGREEMENTS		SA 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-CHLl-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

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

 

 

Table 1 to Purchase Agreement 1951

 

 

Aircraft Deliveries and Descriptions

 

 

Model 737-700 Aircraft

 

 

 

 

 

 

 

 

Attachment B to

 

 

Letter Agreement 1951-9R20

 

 

Option Aircraft Delivery, Description, Price and Advance Payments