EXHIBIT
10.4
Supplemental Agreement No. 49
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 May 1 , 2009 by and between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer);
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, 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
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. 49.
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 its entirety, page
T-3-5 of Table 1 entitled the “Aircraft Deliveries and
Descriptions, Model 737-800 Aircraft”, with the revised page
T-3-5 of Table 1 attached hereto, and add page T-3-6.
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/ Gerald Laderman
Its:
Attorney-In-Fact
Its: Senior Vice
President -
TABLE OF CONTENTS
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Page
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SA
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ARTICLES
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Number
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Number
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1.
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Subject Matter
of Sale
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1-1
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SA 39
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2.
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Delivery, Title
and Risk of Loss
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2-1
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3.
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Price of
Aircraft
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3-1
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SA 39
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4.
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Taxes
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4-1
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5.
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Payment
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5-1
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6.
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Excusable
Delay
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6-1
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7.
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Changes to the
Detail Specification
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7-1
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SA 39
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8.
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Federal
Aviation Requirements and
Certificates
and Export License
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8-1
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SA 39
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9.
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Representatives, Inspection,
Flights and
Test Data
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9-1
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10.
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Assignment,
Resale or Lease
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10-1
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11.
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Termination for
Certain Events
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11-1
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12.
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Product
Assurance; Disclaimer and
Release;
Exclusion of Liabilities:
Customer
Support; Indemnification
and
Insurance
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12-1
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13.
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Buyer Furnished
Equipment and
Spare
parts
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13-1
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14.
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Contractual
Notices and Requests
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14-1
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SA 39
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15.
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Miscellaneous
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15-1
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Page
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SA
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TABLES
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Number
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Number
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1.
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Aircraft
Deliveries and
Descriptions
– 737-500
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T-1
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SA 3
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Aircraft
Deliveries and
Descriptions
– 737-700
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T-2
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SA 49
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Aircraft
Deliveries and
Descriptions
– 737-800
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T-3
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SA 49
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Aircraft
Deliveries and
Descriptions
– 737-600
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T-4
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SA 4
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Aircraft
Deliveries and
Descriptions
– 737-900
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T-5
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SA 39
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Aircraft
Deliveries and
Descriptions
– 737-900ER
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T-6
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SA 48
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SA
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EXHIBITS
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Number
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A-1
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Aircraft
Configuration – Model 737-724
(Aircraft
delivering through July 2004)
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SA 26
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A-1.1
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Aircraft
Configuration – Model 737-724
(Aircraft
delivering on or after August 2004)
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SA 26
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A-2
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Aircraft
Configuration – Model 737-824
(Aircraft
delivering through July 2004)
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SA 26
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A-2.1
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Aircraft
Configuration – Model 737-824
(Aircraft
delivering August 2004)
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SA 41
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A-2.2
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Aircraft
Configuration – Model 737-824
(Aircraft
delivering January 2008 through
July
2008)
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SA 45
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A-2.3
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Aircraft
Configuration – Model 737-824
(Aircraft
delivering after July 2008)
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SA 45
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A-3
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Aircraft
Configuration – Model 737-624
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SA 1
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SA
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EXHIBITS (continued)
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Number
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A-4
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Aircraft
Configuration – Model 737-524
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SA 3
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A-5
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Aircraft
Configuration – Model 737-524
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 26
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A-6
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Aircraft
Configuration – Model 737-924ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
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A-6.1
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Aircraft
Configuration – Model 737-924ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
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SA 45
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B
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Product
Assurance Document
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SA 1
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C
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Customer
Support Document – Code Two -
Major Model
Differences
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SA 1
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C1
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Customer
Support Document – Code Three -
Minor Model
Differences
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SA 39
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D
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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]
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SA 1
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D1
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Airframe and
Engine P
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