Supplemental Agreement No. 13 to Purchase Agreement No. 2061 betweenAddendum or Modifications |
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EXHIBIT 10.23(m)
Supplemental Agreement No. 13
to
Purchase Agreement No. 2061
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of December 3, 2007, by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Customer); WHEREAS, the parties hereto entered into Purchase Agreement No. 2061 dated October 10, 1997, (the Purchase Agreement) relating to Boeing Model 777-200ER Aircraft (the Aircraft), and; 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, the parties agree 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 Purchase Agreement as follows: 1. Table of Contents : 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. 13.
2. Articles: 2.1 Remove and replace, in its entirety " Articles " with the " Articles " attached hereto, to reflect the addition of Aircraft and other changes made by this Supplemental Agreement No. 13. 3. Table 4 : Add Table 4, attached hereto. 4. Exhibit A: Add Exhibit A-1 attached hereto. 5. Supplemental Exhibit AE1: Remove and replace " Supplemental Exhibit AE1 ", with " Supplemental Exhibit AE1 " attached hereto to reflect a change in the source of actual escalation indices for labor growth applicable to Table 3 and 4 Aircraft. 6. Supplemental Exhibit BFE2: Add " Supplemental Exhibit BFE2 ", attached hereto to reflect vender selection dates, on-dock dates and other variables applicable to Table 4 Aircraft. 7. Supplemental Exhibit EE3: Add " Supplemental Exhibit EE3 ", attached hereto to reflect Engine Escalation, Engine Warranty and Patent Indemnity for Table 3 and 4 Aircraft. 8. Letter Agreement 2061-1R8: Remove and replace, in its entirety, Letter Agreement 2061-1R8 " Option Aircraft ", with the revised Letter Agreement 2061-1R9 attached hereto. 9. Letter Agreement 6-1162-GOC-089R2: Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-089R2 " Special Matters ", with the revised Letter Agreement 6-1162-GOC-089R3 attached hereto. 10. Letter Agreement 6-1162-AJH-899: Add previously executed Letter Agreement 6-1162-AJH-899 " Supplemental [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] ", to the Table of Contents.
The Purchase 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/ Anthony J. Hicker By: /s/ Gerald Laderman
Its: Attorney-In-Fact Its: Senior Vice President -
TABLE OF CONTENTS ARTICLES Revised By: 1. Quantity, Model and Description SA No. 13 2. Delivery Schedule SA No. 13 3. Price SA No. 13 4. Payment SA No. 13 5. Miscellaneous SA No. 13 TABLE 1. Aircraft Information Table 1 SA No. 5 2. Aircraft Information Table 2 SA No. 9 3. Aircraft Information Table 3 SA No. 11 4. Aircraft Information Table 4 SA No. 13 EXHIBIT A. Aircraft Configuration A1 Aircraft Configuration for 777-200ER Aircraft and SA No. 13 (applicable to Table 4 Aircraft) B. Aircraft Delivery Requirements and Responsibilities SUPPLEMENTAL EXHIBITS AE1. Escalation Adjustment/Airframe and Optional Features SA No. 13 (applicable to Table 3 and 4 Aircraft) BFE1. BFE Variables BFE2. BFE Variables (applicable to Table 4 Aircraft) SA No. 13 CS1. Customer Support Variables EE1. Engine Escalation/Engine Warranty and Patent Indemnity EE2. Engine Escalation/Engine Warranty and Patent Indemnity SA No. 9 EE3. Engine Escalation/Engine Warranty and Patent Indemnity SA No. 13 (applicable to Table 4 Aircraft) [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
LETTER AGREEMENTS Revised By: 2061-1R9 Option Aircraft SA No. 13 2061-2 Demonstration Flights 2061-3 Installation of Cabin Systems Equipment 2061-4 Spares Initial Provisioning 2061-5 Flight Crew Training Spares [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA No. 12 6-1162-AJH-899 Supplemental [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA No. 13
TABLE OF CONTENTS CONFIDENTIAL LETTER AGREEMENTS Revised By: 6-1161-GOC-087 Aircraft Performance Guarantees 6-1162-GOC-088 Promotion Support 6-1162-GOC-089R3 Special Matters SA No. 13 6-1162-GOC-172 Additional Matters SA No. 1 6-1162-CHL-048 Rescheduled Aircraft Agreement SA No. 9 6-1162-CHL-195 Restructure Agreement for Model SA No. 10 737NG and 757-300 Aircraft
SUPPLEMENTAL AGREEMENTS Dated as of: Supplemental Agreement No. 1 December 18, 1997 Supplemental Agreement No. 2 July 30, 1998 Supplemental Agreement No. 3 September 25, 1998 Supplemental Agreement No. 4 February 3, 1999 Supplemental Agreement No. 5 March 26, 1999 Supplemental Agreement No. 6 May 14, 1999 Supplemental Agreement No. 7 October 31, 2000 Supplemental Agreement No. 8 June 29, 2001 Supplemental Agreement No. 9 June 25, 2002 Supplemental Agreement No. 10 November 4, 2003 Supplemental Agreement No. 11 July 28, 2005 Supplemental Agreement No. 12 March 17, 2006 Supplemental Agreement No. 13 December 3, 2007 PURCHASE AGREEMENT NO. 2061*
between
THE BOEING COMPANY
and
Continental Airlines, Inc.
Relating to Boeing Model 777-200ER Aircraft
* Purchase Agreement No. 2061 was formerly known as Purchase Agreement No. 1785.
Purchase Agreement No. 2061
between
The Boeing Company
and
Continental Airlines, Inc.
______________________________
This amended and restated Purchase Agreement No. 2061 (formerly known as Purchase Agreement No. 1785) is dated as of October 10, 1997, between The Boeing Company ( Boeing ) and Continental Airlines, Inc. ( Customer ) relating to the purchase and sale of Model 777-200ER aircraft. The terms and conditions of the Aircraft General Terms Agreement dated as of October 10, 1997, between the parties, identified as AGTA-CAL ( AGTA ), are hereby incorporated by reference into this Purchase Agreement. RECITALS A. Boeing and Customer previously entered into Purchase Agreement No. 1785 dated March 18, 1993, as amended and supplemented. B. Boeing and Customer now desire to further amend and restate the terms and conditions of their agreement and to reflect their entire agreement in this amended and restated Purchase Agreement No. 2061 (Purchase Agreement). C. For the avoidance of doubt, this Purchase Agreement contains the entire agreement between the parties and replaces and supersedes Purchase Agreement No. 1785. Now therefore, the parties agree as follows:
Article 1. Quantity, Model and Description . The aircraft to be delivered to Customer will be designated as Model 777-200ER aircraft (the Aircraft ). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A, which is part of this Purchase Agreement, in the quantities listed in the Tables attached to the Purchase Agreement.
Article 2. Delivery Schedule . The Aircraft will be delivered to Customer in accordance with the scheduled months of delivery listed in the attached Tables which are part of this Purchase Agreement. Exhibit B, which is part of this Purchase Agreement, describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft. Article 3. Price .
3.1 Aircraft Basic Price . The Aircraft Basic Price is listed in the attached Tables and is subject to mutually agreed upon price adjustments and the Escalation Adjustment. For Tables 3 and 4 Aircraft the Escalation Adjustment shall be determined using Supplemental Exhibit AE1 Escalation Adjustment/Airframe and Optional Features of this Purchase Agreement rather than Exhibit D of the AGTA.
3.2 Advance Payment Base Prices . The Advance Payment Base Prices for the Aircraft are listed in the attached Tables and were calculated utilizing the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.
Article 4. Payment . 4.1 Boeing acknowledges receipt of a deposit in the amount shown in the attached Tables for each Aircraft ( Deposit ). 4.2 The amounts and payment dates for advance payments to be made by Customer are set forth in the attached Tables. Advance payments for each aircraft are due on the first business day of the months listed in the attached Tables.
4.3 For any Aircraft whose scheduled month of delivery is less than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in the attached Tables. 4.4 The Aircraft Price is the total amount Customer will pay to Boeing at the time of delivery of each Aircraft. Such Aircraft Price will be calculated at time of delivery using then available escalation factors to calculate the Escalation Adjustment. The invoice amount for an Aircraft will show the Aircraft Price appropriately adjusted to account for previously received advance payments.
Article 5. Miscellaneous .
5.1 Escalation Adjustment/Airframe and Optional Features . Supplemental Exhibit AE1-1 contains the applicable airframe and optional features escalation formula specific to the Table 3 and 4 Aircraft.
5.2 Buyer Furnished Equipment Variables . Supplemental Exhibit BFE1 and BFE2, which is part of this Purchase Agreement, contains vendor selection dates, on dock dates and other variables applicable to the Aircraft.
5.3 Customer Support Variables . Supplemental Exhibit CS1, which is part of this Purchase Agreement, contains the variable information applicable to information, training services and other things furnished by Boeing in support of the Aircraft.
5.4 Engine Escalation Variables . Supplemental Exhibit EE1 contains the applicable engine escalation formula, the engine warranty and the engine patent indemnity for the Aircraft in Table 1. Supplemental Exhibit EE2 contains the applicable engine escalation formula, the engine warranty and the engine patent indemnity for the Aircraft in Table 2 and 3. Supplemental Exhibit EE3 contains the applicable engine escalation formula, the engine warranty and the engine patent indemnity for the Aircraft in Table 4
5.5 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Table 4 to purchase Agreement 2061 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] MODEL 777-200ER
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
Continental Airlines, Inc.
Exhibit A-1 to Purchase Agreement Number 2061
(Aircraft delivering in or after August 2009) Exhibit A-1 to Purchase Agreement No. 2061 Page 2
AIRCRAFT CONFIGURATION
Dated December 3, 2007
relating to
BOEING MODEL 777-200ER AIRCRAFT WITH CONTRACT DELIVERY MONTH of AUGUST 2009 AND AFTER
The Detail Specification is Boeing Detail Specification D019W004-CAL-2B, Revision C, dated November 19, 2007 as amended to incorporate the Options listed below. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
Exhibit A-1 to Purchase Agreement No. 2061 Page 3
MODEL 777-200ER AIRCRAFT
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
(Applicable to Table 3 and 4 Aircraft)
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Supplemental Exhibit AE1 to Purchase Agreement Number 2061
1. Formula .
Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following formula:
P a = (P) (L + M) - P
Where:
ECI b) ECI-R b )]
x ( CPI CPI b )
2. Values to be Utilized in the Event of Unavailability.
2.1 If the Bureau |
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