Attached files
| file | filename |
|---|---|
| 10-Q - 09/30/09 FORM 10-Q - UNITED AIRLINES, INC. | f093009form10q.htm |
| EX-10.4 - EXHIBIT 10.4 - UNITED AIRLINES, INC. | fexhibit104.htm |
| EX-31.1 - EXHIBIT 31.1 - UNITED AIRLINES, INC. | fexhibit311.htm |
| EX-10.1 - EXHIBIT 10.1 - UNITED AIRLINES, INC. | fexhibit101.htm |
| EX-31.2 - EXHIBIT 31.2 - UNITED AIRLINES, INC. | fexhibit312.htm |
| EX-10.3 - EXHIBIT 10.3 - UNITED AIRLINES, INC. | fexhibit103.htm |
| EX-10.5 - EXHIBIT 10.5 - UNITED AIRLINES, INC. | fexhibit105.htm |
| EX-32.1 - EXHIBIT 32.1 - UNITED AIRLINES, INC. | fexhibit321.htm |
| EX-12.1 - EXHIBIT 12.1 - UNITED AIRLINES, INC. | fexhibit121.htm |
Exhibit
10.2
Supplemental
Agreement No. 50
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 July 23,
2009 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC.
(Buyer);
WHEREAS,
Customer wishes to [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. 50.
1.2 Incorporate
new Exhibit A-2.4, attached hereto, for all 737-800 Aircraft delivering in
November 2010 and later.
1.3 Incorporate
new page T-3-7 to Table 1 entitled the “Aircraft Deliveries and Descriptions,
Model 737-800 Aircraft”, attached hereto.
1.4 Remove
and replace, in its 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.
1.5 Remove
and replace, in its entirety, the cover page to Exhibit A-2.3 with the revised
cover page attached hereto.
1.6 Incorporate
revised letter agreement 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]” into the Purchase
Agreement.
1.7 Incorporate
letter agreement 6-1162-SEE-0263, “Use of Aircraft – 737NG Performance
Improvement Package Testing” into the Purchase Agreement.
1.8 Incorporate
letter agreement 6-1162-SEE-0187,”Passenger Service Unit Resolution” into the
Purchase Agreement.
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
P.A.
1951
CAL SA
50-1
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
|
|
P.A.
1951 i SA
50
N/CAL
|
|
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
49
|
|
|
Aircraft
Deliveries and
Descriptions
– 737-800
|
T-3
|
SA
50
|
|
|
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
48
|
|
|
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 737-924
[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 737-924
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
SA
45
|
|
|
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
4
|
||
|
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
|
||
P.A.
1951
N/CAL SA50
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
|
P.A.
1951
N/CAL SA50
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 SA50
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
ProprietarySA50
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]
Page
T-3-5
Boeing
Proprietary
SA50
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]
Page
T-3-6
Boeing
ProprietarySA50
AIRCRAFT
CONFIGURATION
between
THE
BOEING COMPANY
and
CONTINENTAL
AIRLINES, INC.
Exhibit
A-2.3 to Purchase Agreement Number 1951
(737-824
Aircraft scheduled to deliver between August 2008 and October 2010)
PA
1951 A-2.3-1 SA
50
AIRCRAFT
CONFIGURATION
between
THE
BOEING COMPANY
and
CONTINENTAL
AIRLINES, INC.
Exhibit
A-2.4 to Purchase Agreement Number 1951
(737-800
Aircraft scheduled to deliver in or after November 2010)
PA
1951 A-2.4-1 SA
50
737-800 BOEING
PROPRIETARY
Exhibit
A-2.4
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
December
23, 2008
6-1162-SEE-0187
Continental
Airlines, Inc.
1600
Smith Street
Houston,
TX 77002
Attention: Mr.
Ron Baur
Subject: Passenger
Service Unit Resolution
Dear
Ron,
During
replacement of a Passenger Service Unit (PSU) by Customer on an in-service
737-900ER, it was discovered that [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Boeing
Proprietary
Continental
Airlines
6-1162-SEE-0187
Page
2
Customer
understands that Boeing considers certain commercial and financial information
contained in this Letter Agreement as confidential, and 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 Third Party.
If the
foregoing correctly sets forth your understanding of our agreement with respect
to the matters set forth above, please indicate your acceptance and approval
below. This Letter Agreement will become effective upon signature by
Boeing and Customer.
Sincerely,
THE
BOEING
COMPANY CONTINENTAL
AIRLINES, INC.
/s/ Susan
Englander /s/ Jacques
Lapointe
Signature Signature
Susan
Englander Jacques
Lapointe
Printed
Name Printed
Name
Regional
Director Senior Vice President
Procurement
Title Title
July 23,
2009
6-1162-SEE-0225R1
Continental
Airlines, Inc.
1600
Smith Street
Houston,
TX 77002
|
Attention:
|
Mr.
Ron Baur
|
|
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
|
|
Reference:
|
(a)
Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing
Company (Boeing) and Continental Airlines, Inc. (Customer) relating to
Model 737 Aircraft
|
This
letter agreement (Letter Agreement) amends and supersedes 6-1162-SEE-0225 and
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.
Boeing
and Customer hereby agree 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
in its flight test program for obtaining the FAA certification of carbon brakes
for use on the 737NG aircraft, for obtaining European Aviation Safety Agency
(EASA) certification for [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 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 approximately [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
flight
hours to complete the requirements described above. The Test Aircraft
will be flown within the Aircraft Flight Manual operational
limits. The Test program will include [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
6-1162-SEE-0225
R1
Page 2 of
5
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]
6-1162-SEE-0225
R1
Page 3 of
5
3. Removal of Wiring and Test
Instrumentation.
The wiring installation in the Test
Aircraft will be the same as in the other 737-900ER Aircraft being purchased by
the Customer under the Agreement. Boeing will remove all flight test
wiring and instrumentation to the extent practicable. Any residual
flight test wiring and instrumentation [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be firmly affixed to the Test
Aircraft, and will not physically or electrically affect systems on the
Test
Aircraft
or effect the continued serviceability of the Aircraft at delivery to
Customer. Boeing shall provide Customer a detailed list and
description of any residual wiring that will remain on the Test
Aircraft.
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.
6-1162-SEE-0225
R1
Page 4 of
5
6. Wheels, Tires and
Brakes.
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.
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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.
|
Flight Test
Engines.
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[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
10.
|
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.
6-1162-SEE-0225
R1
Page 5 of
5
Very
truly yours,
THE
BOEING COMPANY
By /s/ Susan
Englander
Its Attorney-in-Fact
ACCEPTED
AND AGREED TO this
Date
July
23, 2009
CONTINENTAL
AIRLINES, INC.
By /s/ Jacques
Lapointe
Its Senior Vice President –
Procurement
July 23,
2009
6-1162-SEE-0263
Continental
Airlines, Inc.
1600
Smith Street
Houston,
TX 77002
|
Attention:
|
Mr.
Ron Baur
|
|
Subject:
|
Use
of Aircraft – 737NG Performance Improvement Package
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
|
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.
Boeing
and Customer hereby agree that one (1) Model 737-800 Aircraft, [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be used by Boeing in its flight
test program to support FAA certification [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]. Such Aircraft is
hereinafter referred to as the Test Aircraft and such test program is
hereinafter referred to as the Test Program.
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
Program
[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-SEE-0263
Page 2 of
6
It is
hereby agreed that Customer will accept delivery of the Test Aircraft under the
terms of the Purchase Agreement except to the extent those terms are varied
expressly herein. [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 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.
6-1162-SEE-0263
Page 3 of
6
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2.
|
[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FORCONFIDENTIAL
TREATMENT]
|
3. Removal
of Wiring and Test Instrumentation.
The
wiring installation in the Test Aircraft will be the same as in the other
737-800 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]
6-1162-SEE-0263
Page 4 of
6
|
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
(except as provided for in Section 9), 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.
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.
6-1162-SEE-0263
Page 5 of
6
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. 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.
6-1162-SEE-0263
Page 6 of
6
Very
truly yours,
THE
BOEING COMPANY
By /s/ Susan
Englander
Its Attorney-in-Fact
ACCEPTED
AND AGREED TO this
Date
July
23, 2009
CONTINENTAL
AIRLINES, INC.
By /s/ Jacques
Lapointe
Its Senior Vice President –
Procurement