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. 56. 1.2 Remove and replace, in their entirety, page T-2-2 and T-2-3 of Table 1 entitled “Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised page T-2-2, T-2-3 and T-2-4 of Table 1 attached hereto. 1.3 Remove and replace, in its entirety, page T-6-3 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised page T-6-3 of Table 1 attached hereto. 1.4 Remove and replace, in its entirety, Attachment B to Letter Agreement 1951-9R20, “Option Aircraft Delivery, Description, Price, and Advance Payments”. 1.5 Incorporate Letter Agreement 6-1162-SEE-0326, Model 737 – Koito Seat Resolution, to document the Koito seat delay resolution, which shall be inserted into the Agreement after Letter Agreement 6-1162-RCN-1890; 1.6 Remove and replace, in its entirety, Attachment 1 to Letter Agreement 6-1162-RCN-1890 with the revised Attachment 1 to Letter Agreement 6-1162-RCN-1890, attached hereto. 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Its: Attorney-in-Fact Its: Senior Vice President- Procurement 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
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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. 5655.
1.2 Remove and replace, in their entirety, page pages T-2-2 and T-2-3 of Table 1 each entitled “Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised page pages T-2-2, 2 and T-2-3 and T-2-4 of Table 1 attached hereto.
1.3 Remove and replace, in its entirety, page T-6T-3-3 7 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-900ER 800 Aircraft”, with the revised page T-6T-3-3 7 of Table 1 attached hereto.
1.4 Remove and replace, in its entirety, Attachment B to Letter Agreement 1951-9R20, “Option Aircraft Delivery, Description, Price, and Advance Payments”.
1.5 Incorporate Letter Agreement 6-1162-SEE-0326, Model 737 – Koito Seat Resolution, to document the Koito seat delay resolution, which shall be inserted into the Agreement after Letter Agreement 6-1162-RCN-1890;
1.6 Remove and replace, in its entirety, Attachment 1 to Letter Agreement 6-1162-RCN-1890 with the revised Attachment 1 to Letter Agreement 6-1162-RCN-1890, attached hereto.
1.5 Remove and replace, in its entirety, Attachment B to Letter Agreement No. 1951-9R20 with the revised Attachment B to Letter Agreement No. 1951-9R20 attached hereto. 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Its: Attorney-in-Fact Its: Senior Vice President- President –Procurement 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
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Sources: Supplemental Agreement (Continental Airlines Inc /De/)
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. 5657.
1.2 Remove and replace, in their entirety, page T-2-2 2, T-2-3 and T-2-3 4 of Table 1 entitled “Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised page T-2-2, T-2-3 and T-2-4 2 of Table 1 attached hereto.
1.3 Remove and replace, in its entirety, page T-6-1, T-6-2, and T-6-3 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised page T-6-1, T-6-2, and T-6-3 of Table 1 attached hereto.
1.4 Remove and replace, in its entirety, Attachment B to Letter Agreement 1951-9R20, “Option Aircraft Delivery, Description, Price, and Advance Payments”” with the revised Letter Agreement 1951-9R21, attached hereto.
1.5 Incorporate Remove and replace, in its entirety, Letter Agreement 6-1162-SEE-0326, Model 737 – Koito Seat Resolution, to document MMF-311R6 with the Koito seat delay resolution, which shall be inserted into the Agreement after revised Letter Agreement 6-1162-RCN-1890;MMF-311R7, attached hereto.
1.6 Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R10 with the revised Letter Agreement 6-1162-GOC-131R11, attached hereto.
1.7 Remove and replace, in its entirety, Letter Agreement 6-1162-MSA-768 with the revised Letter Agreement 6-1162-MSA-768R1, attached hereto.
1.8 Remove and replace, in its entirety, Attachment 1 to Letter Agreement 6-1162-RCN-1890 with the revised Attachment 1 to Letter Agreement 6-1162-RCN-1890, attached hereto.
1.9 Add Letter Agreement 6-1162-SEE-0360, Performance Guarantees – Model 737-924ER Aircraft (delivering May 2012 and on). 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Its: Attorney-in-Fact Its: Senior Vice President- Procurement President – Finance and Treasurer ARTICLES Page Number Number
SA Number 1. Subject Matter of Sale 1-1 SA 39
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 TABLES Page Number SA Number 1. Aircraft Deliveries and Descriptions – 737-500 T-1 SA 3 Aircraft Deliveries and Descriptions – 737-700 T-2 SA 57 Aircraft Deliveries and Descriptions – 737-800 T-3 SA 55 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 57 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 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 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 57 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 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-311R7 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 57 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-131R11 Special Matters SA 57 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 (Aircraft delivering prior to May 2012) SA 57 6-1162-SEE-0360 Performance Guarantees – Model 737-924ER Aircraft (Aircraft delivering May 2012 and on) SA 57 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 57 6-1162-SEE-0326 Model 737 – Koito Seat Resolution SA 56 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 Supplemental Agreement No. 54 March 1, 2010 Supplemental Agreement No. 55 March 31, 2010 Supplemental Agreement No. 56 August 12, 2010 Supplemental Agreement No. 57 March 2, 2011 Page T-2-2 Boeing Proprietary SA57 Page T-6-1 Boeing Proprietary SA57 ▇-▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇▇ March 2, 2011 Continental Airlines, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Houston, Texas 77002 Subject: Letter Agreement No. 1951-9R21 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 1951-9R20 dated February 20, 2008. 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 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.
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