EXHIBIT 10.6
Supplemental Agreement No. 16
to
Purchase Agreement No. 2061
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, is entered into as of May 1, 2009 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]
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1. Revised 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. 16.
2. Revised Table 4
Remove and replace, in its entirety, Table 4 “Aircraft Delivery, Description, Price and Advance Payments” with a revised Table 4 attached hereto to reflect removal of the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. Other Terms
Customer agrees that Boeing will retain all advance payments with respect to the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and apply them to other advance payment obligations by Customer as they become due.
This Supplemental Agreement is contingent on the concurrent execution of the 737 supplemental agreement no. 49 to purchase agreement no. 1951.
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/ R.C. Nelson By: /s/ Gerald Laderman
Its: Attorney-in-Fact Its:_Senior Vice President –
_Finance and Treasurer__
PA 2061 SA16-
CAL
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. 16 | ||||
| EXHIBIT | ||||||
| A. | Aircraft Configuration | |||||
| A1 | Aircraft Configuration for 777-200ER Aircraft (applicable to Table 4 Aircraft) | SA No. 14 | ||||
| B. | Aircraft Delivery Requirements and Responsibilities | |||||
| SUPPLEMENTAL EXHIBITS | ||||||
| AE1. | Escalation Adjustment/Airframe and Optional Features (applicable to Table 3 Aircraft) | SA No. 14 | ||||
| AE1-1. | Escalation Adjustment/Airframe and Optional Features (applicable to Table 4 Aircraft) | SA No. 14 | ||||
| BFE1. | BFE Variables | |||||
| BFE2. | BFE Variables (applicable to Table 4 Aircraft) | SA No. 14 | ||||
| CS1. | Customer Support Variables | |||||
| EE1. | Engine Escalation/Engine Warrant and Patent Indemnity | |||||
| EE2. | Engine Escalation/Engine Warrant and Patent Indemnity | SA No. 9 | ||||
| EE3. | Engine Escalation/Engine Warrant and Patent Indemnity (applicable to Tables 3 and 4 Aircraft) | SA No. 13 | ||||
| [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | ||||||
| LETTER AGREEMENTS | Revised By: | |||||
| 2061-1R10 | Option Aircraft | SA No. 14 | ||||
| 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 | |||||
P.A. No. 2061 SA No. 16
TABLE OF CONTENTS
| CONFIDENTIAL LETTER AGREEMENTS | Revised By: | |
| 6-1161-GOC-087 | Aircraft Performance Guarantees | |
| 6-1162-GOC-088 | Promotion Support | |
| 6-1162-GOC-089R4 | Special Matters | SA No. 14 |
| 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 737NG and 757-300 Aircraft | SA No. 10 |
P.A. No. 2061 SA No. 16
| 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 25, 2005 | |
| Supplemental Agreement No. 12 | March 17, 2006 | |
| Supplemental Agreement No. 13 | February 20, 2008 | |
| Supplemental Agreement No. 14 | June 25, 2002 | |
| Supplemental Agreement No. 15 | October 15, 2008 | |
| Supplemental Agreement No. 16 | May 1,2009 | |
P.A. No. 2061 SA No. 16
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]
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