EXHIBIT 10.1
Supplemental Agreement No. 5
to
Purchase Agreement No. 1951
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 737 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of May 21,
1998, by and between THE BOEING COMPANY, a Delaware corporation
with its principal office in Seattle, Washington, (Boeing) and
CONTINENTAL AIRLINES, INC., a Delaware corporation with its
principal office in Houston, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1951 dated July 23, 1996, as amended and supplemented,
relating to Boeing Model 737-500, 737-600, 737-700 and 737-800
aircraft (the Agreement); and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
WHEREAS, Boeing and Buyer signed Letter Agreement 6-1162-
GOC-131R1 "Special Matters" on March 27, 1998, replacing in its
entirety Letter Agreement 6-1162-GOC-131 "Special Matters" dated
October 10, 1997 without benefit of a supplemental agreement to
the Agreement, and
WHEREAS, Boeing and Buyer have mutually agreed to amend the
Purchase Agreement to incorporate the effect of these and certain
other changes;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Purchase
Agreement as follows:
1. Table of Contents and Articles:
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. 5.
1.2 Remove and replace, in its entirety, "ARTICLE 1.,
Subject Matter of Sale" with "ARTICLE 1., Subject Matter of Sale"
attached hereto, to reflect the addition of the Model 737-900
Aircraft.
1.3 Remove and replace, in its entirety, "ARTICLE 3.,
Price of Aircraft" with "ARTICLE 3., Price of Aircraft" attached
hereto, to reflect the addition of the Model 737-900 Aircraft.
1.4 Remove and replace, in its entirety, "ARTICLE 7.,
Changes to the Detail Specification" with "ARTICLE 7., Changes to
the Detail Specification" attached hereto, to reflect the
addition of the Model 737-900 Aircraft.
1.5 Remove and replace, in its entirety, "ARTICLE 8.,
Federal Aviation Requirements and Certificates" with "ARTICLE 8,
Federal Aviation Requirements and Certificates" attached hereto,
to reflect the addition of the Model 737-900 Aircraft.
1.6 Add a new Table T-5 entitled "Aircraft Deliveries and
Descriptions, Model 737-900 Aircraft" attached hereto for the
Model 737-900 Aircraft.
2. Exhibits
2.1 Exhibit A entitled "Aircraft Configuration" is revised
by adding thereto Exhibit A-5 attached hereto to incorporate the
configuration for the Model 737-900 Aircraft.
2.2 Remove and replace Page C1-I of Exhibit C entitled
"Customer Support Document" with new Page C1-I attached hereto,
to incorporate Model 737-924 Aircraft.
2. Exhibit D entitled "Aircraft Price Adjustment" is
revised by adding thereto Exhibit D-2 attached hereto to
incorporate the Aircraft Price Adjustment provisions for Aircraft
with a 1997 Base Price.
2.4 Remove and replace, in its entirety, Exhibit E
entitled "Buyer Furnished Equipment Provisions Document" with new
Exhibit E entitled "Buyer Furnished Equipment Provisions
Document" attached hereto, to incorporate Model 737-900 Aircraft.
2.5 Remove and replace, in its entirety, Exhibit F
entitled "Defined Terms Document" with new Exhibit F entitled
"Defined Terms Document" attached hereto, which deletes reference
to 737 sub-models and makes certain other changes.
3. Letter Agreements:
3.1 Remove and replace, in its entirety, Letter Agreement
1951-2R2, "Seller Purchased Equipment" with Letter Agreement
1951-2R3, "Seller Purchased Equipment", attached hereto, to
reflect the addition of the Model 737-900 Aircraft.
3.2 Remove and replace, in its entirety, Letter Agreement
1951-3R1, "Option Aircraft - Model 737-824 Aircraft" with Letter
Agreement 1951-3R2, "Option Aircraft - Model 737-824 Aircraft",
attached hereto, to [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.3 Remove and replace, in its entirety, Letter Agreement
1951-5R1, "[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.] New Generation Aircraft" with Letter
Agreement 1951-5R2, "[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] New Generation
Aircraft", attached hereto, to reflect the addition of the Model
737-900 Aircraft.
3.4 Remove and replace, in its entirety, Letter Agreement
1951-9, "Option Aircraft - Model 737-624 Aircraft" with Letter
Agreement 1951-9R1, "Option Aircraft - Model 737-624 Aircraft",
attached hereto, to reflect [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.5 Add new Letter Agreement 1951-12 "Option Aircraft -
Model 737-924 Aircraft", attached hereto, to incorporate
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.6 Add new Letter Agreement 1951-13 "Configuration
Matters - Model 737-924", attached hereto, to incorporate
provisions for determining the configuration of the Model 737-924
Aircraft.
3.7 Remove and replace, in its entirety, Letter Agreement
6-1162-MMF-308R2, "Disclosure of Confidential Information" with
Letter Agreement 6-1162-MMF-308R3, "Disclosure of Confidential
Information", attached hereto, to revise the schedule of
confidential documents.
3.8 Remove and replace, in its entirety, Letter Agreement
6-1162-MMF-311R2, [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] with Letter Agreement
6-1162-MMF-311R3, [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] attached hereto, to
incorporate the Model 737-900 Aircraft.
3.9 Remove and replace, in its entirety, Letter Agreement
6-1162-GOC-131 "Special Matters" with Letter Agreement 6-1162-
GOC-131R1 "Special Matters", dated March 27, 1998. Additionally,
remove and replace, in its entirely, Letter Agreement 6-1162-GOC-
131R1 "Special Matters" with Letter Agreement 6-1162-GOC-131R2,
"Special Matters" attached hereto, to incorporate the Model 737-
900 Aircraft.
3.10 Add new Letter Agreement 6-1162-DMH-365 "[CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] Model 737-924 Aircraft" attached hereto to
incorporate [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.] the Model 737-924 Aircraft.
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/ Xxxxx X. Xxxx By: /s/ Xxxxx Xxxxx
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
1. Subject Matter of Sale. . . . . . . . .1-1 SA 5
2. Delivery, Title and Risk
of Loss . . . . . . . . . . . . . . . .2-1
3. Price of Aircraft . . . . . . . . . . .3-1 SA 5
4. Taxes . . . . . . . . . . . . . . . . .4-1
5. Payment . . . . . . . . . . . . . . . .5-1
6. Excusable Delay . . . . . . . . . . . .6-1
7. Changes to the Detail
Specification . . . . . . . . . . . . .7-1 SA 5
8. Federal Aviation Requirements and
Certificates and Export License . . . .8-1 SA 5
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
15. Miscellaneous . . . . . . . . . . . . 15-1
TABLE OF CONTENTS
Page SA
Number Number
TABLES
1. Aircraft Deliveries and
Descriptions - 737-500. . . . . . . . T-1 SA 3
Aircraft Deliveries and
Descriptions - 737-700. . . . . . . . T-2 SA 4
Aircraft Deliveries and
Descriptions - 737-800. . . . . . . . T-3 SA 4
Aircraft Deliveries and
Descriptions - 737-600. . . . . . . . T-4 SA 4
Aircraft Deliveries and
Descriptions - 737-900. . . . . . . . T-5 SA 5
EXHIBITS
A-1 Aircraft Configuration - Model 737-724 SA 2
A-2 Aircraft Configuration - Model 737-824 SA 2
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 SA 5
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 1
D Aircraft Price Adjustments - New
Generation Aircraft (1995 Base Price) SA 1
D1 Airframe and Engine Price Adjustments - Current
Generation Aircraft SA 1
D2 Aircraft Price Adjustments - New
Generation Aircraft (1997 Base Price) SA 5
E Buyer Furnished Equipment
Provisions Document SA 5
F Defined Terms Document SA 5
TABLE OF CONTENTS
SA
Number
LETTER AGREEMENTS
1951-1 Not Used . . . . . . . . . . . . . . .
1951-2R3 Seller Purchased Equipment . . . . . . SA 5
1951-3R2 Option Aircraft-Model 737-824
Aircraft . . . . . . . . . . . . . . . SA 5
1951-4R1 Waiver of Aircraft Demonstration . . . SA 1
1951-5R2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SA 5
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1951-6 Configuration Matters. . . . . . . . .
1951-7R1 Spares Initial Provisioning. . . . . . SA 1
1951-8R2 Escalation Sharing - New Generation
Aircraft . . . . . . . . . . . . . . . SA 4
1951-9R1 Option Aircraft-Model 737-624
Aircraft . . . . . . . . . . . . . . . SA 5
1951-10 Configuration matters . . . . . . . . SA 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] - Model 737-624
Aircraft
1951-11R1 Escalation Sharing-Current Generation
Aircraft . . . . . . . . . . . . . . . SA 4
1951-12 Option Aircraft - Model 737-924
Aircraft . . . . . . . . . . . . . . . SA 5
1951-13 Configuration Matters - Model 737-924. SA 5
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
6-1162-MMF-295 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
6-1162-MMF-296 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
6-1162-MMF-308R3 Disclosure of Confidential . . . SA 5
Information
6-1162-MMF-309R1 [CONFIDENTIAL MATERIAL OMITTED AND SA 1
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
6-1162-MMF-311R3 [CONFIDENTIAL MATERIAL OMITTED AND SA 5
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
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 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.] SA 3
6-1162-MMF-379R1 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.] SA 2
6-1162-GOC-015 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.] SA 2
6-1162-GOC-131R2 Special Matters . . . . . . . . . SA 5
6-1162-DMH-365 [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.] SA 5
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
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver to
Buyer and Buyer will purchase and accept delivery from Boeing the
Model 737 aircraft (the Aircraft) described below in the
quantities of the model types shown in Table 1, Aircraft
Deliveries and Descriptions for Model 737 Aircraft, to this
Agreement and manufactured in accordance with the detail
specifications identified below (Detail Specification).
1.1.1 Current Generation Aircraft.
Model 737-524 Aircraft (the Current
Generation Aircraft) which will be manufactured in accordance
with the Boeing detail specification as described in Exhibit A-4,
and as modified from time to time in accordance with this
Agreement.
1.1.2 New Generation Aircraft.
Model 737-724, Model 737-824, Model 737-624,
and Model 737-924 Aircraft (the New Generation Aircraft) which
will be manufactured in accordance with the Boeing detail
specifications described in Exhibits X-0, X-0, X-0 and A-5,
respectively, and as modified from time to time in accordance
with this Agreement.
1.2 Additional Goods and Services. In connection with
the sale of the Aircraft, Boeing will also provide to Buyer
certain other things under this Agreement, including data,
documents, training and services, all as described in this
Agreement.
1.3 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
1.4 Defined Terms. For ease of use, certain terms are
treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Current Generation Aircraft.
3.1.1.1 Special Features are the features
listed in Exhibit A-4 which Buyer has selected for incorporation
in Current Generation Aircraft.
3.1.1.2 Base Airframe Price is the Aircraft
Basic Price excluding the price of Special Features and Engines.
3.1.1.3 Engine Price is the price
established by the Engine manufacturer for the Engines installed
on the Aircraft including all accessories, equipment and parts
set forth in Exhibit D-1.
3.1.1.4 Aircraft Basic Price is comprised
of the Base Airframe Price, the Engine Price and the price of the
Special Features.
3.1.1.5 Economic Price Adjustment is the
adjustment to the Aircraft Basic Price (Base Airframe, Engine and
Special Features) as calculated pursuant to Exhibit D-1.
3.1.1.6 Base Airplane Price is the Aircraft
Basic Price excluding the price of Special Features, but
including Engines.
3.1.2 New Generation Aircraft
3.1.2.1 Special Features are the features
listed in Exhibits X-0, X-0, X-0, and A-5, which Buyer has
selected for incorporation in New Generation Aircraft.
3.1.2.2 Base Airplane Price is the Aircraft
Basic Price excluding the price of Special Features, but
including Engines.
3.1.2.3 Aircraft Basic Price is comprised
of the Base Airplane Price and the price of the Special Features.
3.1.2.4 Economic Price Adjustment is the
adjustment to the Aircraft Basic Price (Base Airplane and Special
Features) as calculated pursuant to Exhibit D for Aircraft
expressed in July 1995 dollars and Exhibit D-2 for Aircraft
expressed in July 1997 dollars.
3.2 Aircraft Basic Price.
3.2.1 Current Generation Aircraft:
3.2.1.1 Model 737-524 Aircraft.
The Aircraft Basic Price of each
737-524 Aircraft, expressed in July 1995 dollars, is set forth
below:
Base Airframe Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED SEPAR-
Engine Price ATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
Aircraft Basic Price PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2.2 New Generation Aircraft.
3.2.2.1 Model 737-624 Aircraft.
The Aircraft Basic Price of
each 737-624 Aircraft, expressed in July 1995 dollars, is set
forth below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED SEPAR-
ATELY WITH THE SECURITIES
Aircraft Basic Price AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2.2.2 Model 737-724 Aircraft.
The Aircraft Basic Price of
each 737-724 Aircraft, expressed in July 1995 dollars, is set
forth below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILE SEPAR-
ATELY WITH THE SECURITIES
Aircraft Basic Price AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2.2.3 Model 737-824 Aircraft.
The Aircraft Basic Price of
each 737-824 Aircraft, expressed in July 1995 dollars, is set
forth below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED SEPAR-
ATELY WITH THE SECURITIES
Aircraft Basic Price AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2.2.4 Model 737-924 Aircraft.
The Aircraft Basic Price of
each 737-924 Aircraft, expressed in July 1997 dollars, is set
forth below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED SEPAR-
ATELY WITH THE SECURITIES
Aircraft Basic Price AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.3 Aircraft Price. The total amount that Buyer is to
pay for the Aircraft at the time of delivery (Aircraft Price)
will be established at the time of delivery of such Aircraft to
Buyer and will be the sum of:
3.3.1 the Aircraft Basic Price, set forth in
Table 1; plus
3.3.2 the Economic Price Adjustments for the
Aircraft Basic Price, as calculated pursuant to the formulas set
forth in Exhibits D or D-1 or D-2, as applicable; plus
3.3.3 other price adjustments made pursuant to
this Agreement or other written agreements executed by Boeing and
Buyer.
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance
payment purposes, the estimated delivery prices of the Aircraft
have been established, using currently available forecasts of the
escalation factors used by Boeing as of the date of signing this
Agreement. The Advance Payment Base Price of each Aircraft is
set forth in Table 1.
3.4.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery 36
months or more after the date of this Agreement, the Advance
Payment Base Prices appearing in Article 3.4.1 will be used to
determine the amount of the first advance payment to be made by
Buyer on the Aircraft. No later than 25 months before the
scheduled month of delivery of each affected Aircraft, Boeing
will increase or decrease the Advance Payment Base Price of such
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft Basic Price pursuant to this
Agreement and (ii) the then-current forecasted escalation factors
used by Boeing. Boeing will provide the adjusted Advance Payment
Base Prices for each affected Aircraft to Buyer, and the advance
payment schedule will be considered amended to substitute such
adjusted Advance Payment Base Prices.
ARTICLE 7. Changes to the Detail Specification.
7.1 Development Changes. Boeing may, at its own
expense and without Buyer's consent, incorporate Development
Changes in the Detail Specification and the Aircraft prior to
delivery to Buyer. Development Changes are defined as changes to
the basic specification for Model 737-500/-600/-700/-800/-900
aircraft that do not affect the Aircraft Purchase Price or
adversely affect Aircraft delivery, guaranteed weight, guaranteed
performance or compliance with the interchangeability or
replaceability requirements set forth in the Detail
Specification. If Boeing makes changes Pursuant to this
paragraph, Boeing will promptly notify Buyer of such changes.
ARTICLE 8. Federal Aviation Requirements and Certificates.
8.1 FAA Certificates.
8.1.1 Boeing will obtain from the Federal Aviation
Administration (FAA):
8.1.1.1 a Type Certificate (transport
category) issued pursuant to Part 21 of the Federal Aviation
Regulations for the type of aircraft covered by this Agreement,
and
8.1.1.2 a Standard Airworthiness Certificate
for each Aircraft issued pursuant to Part 21 of the Federal
Aviation Regulations, which will be provided to Buyer with
delivery of the Aircraft.
8.1.2 Boeing will not be obligated to obtain any
other certificates or approvals for the Aircraft.
8.1.3 If the use of either FAA certificate is
discontinued prior to delivery of an Aircraft, references in this
Agreement to such discontinued certificate will be deemed
references to its superseding FAA certificate. If the FAA does
not issue a superseding certificate, Boeing's only obligation
under this paragraph will be to comply with the Detail
Specification.
8.2 FAA Manufacturer Changes.
8.2.1 If the FAA, or any other governmental agency
having jurisdiction, requires any change to the Aircraft, data
relating to the Aircraft, or testing of the Aircraft in order to
obtain the Standard Airworthiness Certificate (Manufacturer
Change), such Manufacturer Change will be made prior to delivery
of such Aircraft.
8.2.2 If prior to Aircraft delivery a Manufacturer
Change is required to be incorporated in an Aircraft, it will be
incorporated at no charge to Buyer, unless the requirement is
promulgated subsequent to the date of this Agreement, in which
case Buyer will pay Boeing's charge only for Aircraft scheduled
for delivery to Buyer (a) 18 months or more after the date of
this Agreement or (b) after the date of Boeing's receipt of the
Type Certificate for the Model 737-600/-700/-800/-900, whichever
is later.
8.3 FAA Operator Changes.
8.3.1 Boeing will deliver each Aircraft with the
changes in equipment incorporated (or, at Boeing's sole
discretion, with suitable provisions for the incorporation of
such equipment) that is required by Federal Aviation Regulations
which (i) are generally applicable with respect to transport
category aircraft to be used in United States certified air
carriage and (ii) have to be complied with on or before the date
of delivery of such Aircraft (Operator Changes).
8.3.2 If Operator Changes are incorporated in an
Aircraft, Buyer will pay Boeing's charge applicable to such
Aircraft.
8.4 Delays; Changes to this Agreement. If delivery of
an Aircraft is delayed due to the incorporation of a Manufacturer
Change or an Operator Change, the delivery of the Aircraft will
be appropriately revised to reflect such delay. This Agreement
will also be revised to reflect appropriate changes in the
Aircraft Price, design, performance, weight and balance due to
the incorporation of a Manufacturer Change or an Operator Change.
Table 1 to Purchase Agreement 1951
Aircraft Deliveries and Descriptions, Model 737-900 Aircraft
Airframe Model/MTGW: 000-000 000,000
Engine Model: CFM56-7B26
Airframe Base Price:
Optional Features:
Sub-Total of Airframe and Features:
Engine Price (Per Aircraft):
Aircraft Basic Price (Excluding BFE/SPE):
Buyer Furnished Equipment (BFE) Estimate:
Seller Purchased Equipment (SPE) Estimate:
Detail Specification: D6-39127 Rev. 0
Price Base Year: Jul-97
Airframe and Engine Escalation Data:
Base Year Index (ECI):
Base Year Index (ICI):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A-5 to Purchase Agreement Number 1951
Exhibit A-5 to
Purchase Agreement No. 1951
Page 2
AIRCRAFT CONFIGURATION
Dated May 21, 1998
relating to
BOEING MODEL 737-900 AIRCRAFT
Exhibit A-5
The Detail Specification is Boeing Detail Specification
D019A001CAL39P-1 dated as of TBD. Such Detail Specification will
be comprised of Boeing Specification D6-39127, Revision 0, dated
July 25, 1997 as amended to incorporate the Options listed below,
including the effects on Manufacturer's Empty Weight (MEW) and
Operating Empty Weight (OEW). Such Options are set forth in
Boeing Document D019ACR1CAL39P-1. As soon as practicable, Boeing
will furnish to Buyer copies of the Detail Specification, which
copies will reflect such Options. 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.
The configuration for Buyer's 737-900 will be developed during
1998. For purposes of calculating the Advance Payment Base
Prices listed in Table 1, an estimated amount of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] has been assumed for Special Features, which includes
a thrust increase to 26,000 lbs.
CUSTOMER SUPPORT DOCUMENT NO. 1951
Dated May 21, 1998
Relating to
BOEING MODEL 737-524/-924 AIRCRAFT
This Customer Support Document is Exhibit C1 to and forms a
part of Purchase Agreement No. 1951 between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to the
purchase of Boeing Model 737-524 and Model 737-924 aircraft.
This Customer Support Document consists of the following parts:
PART A Boeing Maintenance Training Program
PART B Boeing Customer Support Services
PART C Boeing Flight Training Program
PART D Technical Data and Documents
PART E Buyer's Indemnification of Boeing and Insurance
PART F Alleviation or Cessation of Performance
AIRCRAFT PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit D2 to Purchase Agreement Number 1951
New Generation Aircraft (1997 Base Price)
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(1997 Base Price)
Aircraft Price Adjustment for New Generation Aircraft
1. Formula.
The Aircraft Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
Where:
Pa = Aircraft Price Adjustment.
L = .65 x ECI
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
M = .35 x ICI
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P = Aircraft Basic Price (as set forth in Article 3.2 of
this Agreement).
ECI = A value using the "Employment Cost Index for workers
in aerospace manufacturing" (aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100),
as released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the
months of March, June, September and December,
calculated as follows: A three-month arithmetic
average value (expressed as a decimal and rounded to
the nearest tenth) will be determined using the
months set forth in the table below for the
applicable Aircraft, with the released Employment
Cost Index value described above for the month of
March also being used for the months of January and
February; the value for June also used for April and
May; the value for September also used for July and
August; and the value for December also used for
October and November.
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index
as set forth in the "Producer Prices and Price Index"
(Base Year 1982 = 100) as released by the Bureau of
Labor Statistics, U.S. Department of Labor values
(expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below
for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided by
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] will be expressed as a decimal rounded
to the nearest ten-thousandth and then multiplied by .65 with the
resulting value also expressed as a decimal and rounded to the
nearest ten-thousandth.
In determining the value of M, the ratio of ICI divided by
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] will be expressed as a decimal rounded
to the nearest ten-thousandth and then multiplied by .35 with the
resulting value also expressed as a decimal and rounded to the
nearest ten-thousandth.
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI and ICI
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the
scheduled month of delivery as set forth in Article 2.1 occurs.
D = The calendar year during which the scheduled month
of delivery as set forth in Article 2.1 occurs.
2. If at the time of delivery of an Aircraft Boeing is unable
to determine the Aircraft Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:
2.1 The Aircraft Price Adjustment, to be used at the
time of delivery of the Aircraft, will be determined by utilizing
the escalation provisions set forth above. The values released
by the Bureau of Labor Statistics and available to Boeing 30 days
prior to scheduled Aircraft delivery will be used to determine
the ECI and ICI values for the applicable months (including those
noted as preliminary by the Bureau of Labor Statistics) to
calculate the Aircraft Price Adjustment. If no values have been
released for an applicable month, the provisions set forth in
Paragraph 2.2 below will apply. If prior to delivery of an
Aircraft the U.S. Department of Labor changes the base year for
determination of the ECI or ICI values as defined above, such
rebased values will be incorporated in the Aircraft Price
Adjustment calculation. The payment by Buyer to Boeing of the
amount of the Purchase Price for such Aircraft, as determined at
the time of Aircraft delivery, will be deemed to be the payment
for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Price Adjustment, the parties will, prior to delivery of any such
Aircraft, select a substitute for such values from data published
by the Bureau of Labor Statistics or other similar data reported
by non-governmental United States organizations, such substitute
to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of
the original values as they may have fluctuated during the
applicable time period. Appropriate revision of the formula will
be made as required to reflect any substitute values. However,
if within 24 months from delivery of the Aircraft the Bureau of
Labor Statistics should resume releasing values for the months
needed to determine the Aircraft Price Adjustment, such values
will be used to determine any increase or decrease in the
Aircraft Price Adjustment from that determined at the time of
delivery of such Aircraft.
2.3 In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1997, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D2.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Aircraft Price Adjustment.
Note: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the Aircraft price, will be
accomplished as follows: if the first digit of the
portion to be dropped from the number to be rounded is
five or greater, the preceding digit will be raised to the
next higher number.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit E to Purchase Agreement Number 1951
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated May 21, 1998
Relating to
BOEING MODEL 737 AIRCRAFT
This Buyer Furnished Equipment Provisions Document is
Exhibit E to and forms a part of Purchase Agreement No. 1951,
between The Boeing Company (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to the purchase of Boeing Model 737
aircraft.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
Certain equipment to be installed in the Aircraft is
furnished to Boeing by Buyer at Buyer's expense. This equipment
is designated "Buyer Furnished Equipment" (BFE) and is listed in
the Detail Specification. On or before April 4, 1997 for Model
737-724, July 3, 1997 for Model 737-824, and TBD for Model 737-
924, Boeing will provide to Buyer a BFE Requirements On-
Dock/Inventory Document (BFE Document) or an electronically
transmitted BFE Report which may be periodically revised, setting
forth the items, quantities, on-dock dates and shipping
instructions relating to the in sequence installation of BFE.
For planning purposes, a preliminary BFE on-dock schedule is set
forth in the attachment to this Exhibit.
2. Supplier Selection.
Buyer will:
2.1 Select and notify Boeing of the suppliers of the
following BFE items by the following dates should these items not
be selected as SPE by Buyer:
Model 737-724 Model 737-824
Galley System 10/9/96 2/12/97
Seats (passenger) 9/03/96 9/03/96
Model 737-924 Model 737-524
Galley System TBD Complete
Seats (passenger) TBD Complete
2.2 Meet with Boeing and such selected BFE suppliers
promptly after such selection to:
2.2.1 complete BFE configuration design
requirements for such BFE; and
2.2.2 confirm technical data submittal dates for
BFE certification.
3. Buyer's Obligations.
Buyer will:
3.1 comply with and cause the supplier to comply with
the provisions of the BFE Document or BFE Report;
3.1.1 deliver technical data (in English) to
Boeing as required to support installation and FAA certification
in accordance with the schedule provided by Boeing or as mutually
agreed upon during the BFE meeting referred to above;
3.1.2 deliver BFE including production and/or
flight training spares to Boeing in accordance with the
quantities and schedule provided therein; and
3.1.3 deliver appropriate quality assurance
documentation to Boeing as required with each BFE part (D6-56586,
"BFE Product Acceptance Requirements");
3.2 authorize Boeing to discuss all details of the BFE
directly with the BFE suppliers;
3.3 authorize Boeing to conduct or delegate to the
supplier quality source inspection and supplier hardware
acceptance of BFE at the supplier location;
3.3.1 require supplier's contractual compliance to
Boeing defined source inspection and supplier delegation
programs, including availability of adequate facilities for
Boeing resident personnel; and
3.3.2 assure that Boeing identified supplier's
quality systems be approved to Boeing document D1-9000;
3.4 provide necessary field service representation at
Boeing's facilities to support Boeing on all issues related to
the installation and certification of BFE;
3.5 deal directly with all BFE suppliers to obtain
overhaul data, provisioning data, related product support
documentation and any warranty provisions applicable to the BFE;
3.6 work closely with Boeing and the BFE suppliers to
resolve any difficulties, including defective equipment, that
arise;
3.7 be responsible for modifying, adjusting and/or
calibrating BFE as required for FAA approval and for all related
expenses;
3.8 warrant that the BFE will meet the requirements of
the Detail Specification; and
3.9 be responsible for providing equipment which is FAA
certifiable at time of Aircraft delivery, or for obtaining
waivers from the applicable regulatory agency for non-FAA
certifiable equipment.
4. Boeing's Obligations.
Other than as set forth below, Boeing will provide for the
installation of and install the BFE and obtain certification of
the Aircraft with the BFE installed.
5. Nonperformance by Buyer.
If Buyer's nonperformance of obligations in this Exhibit
or in the BFE Document causes a delay in the delivery of the
Aircraft or causes Boeing to perform out-of-sequence or
additional work, Buyer will reimburse Boeing for all resulting
expenses and be deemed to have agreed to any such delay in
Aircraft delivery. In addition Boeing will have the right to:
5.1 provide and install specified equipment or suitable
alternate equipment and increase the price of the Aircraft
accordingly; and/or
5.2 deliver the Aircraft to Buyer without the BFE
installed.
6. Return of Equipment.
BFE not installed in the Aircraft will be returned to
Buyer in accordance with Buyer's instructions and at Buyer's
expense.
7. Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain
with Buyer or other owner. Boeing will have only such liability
for BFE as a bailee for mutual benefit would have, but will not
be liable for loss of use.
8. Indemnification of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from
and against all claims and liabilities, including costs and
expenses (including attorneys' fees) incident thereto or incident
to successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including any Aircraft, arising out of or in any
way connected with any nonconformance or defect in any BFE and
whether or not arising in tort or occasioned in whole or in part
by the active, passive or imputed negligence of Boeing. This
indemnity will not apply with respect to any nonconformance or
defect caused solely by Boeing's installation of the BFE.
9. Patent Indemnity.
Buyer hereby indemnifies and holds harmless Boeing from
and against all claims, suits, actions, liabilities, damages and
costs arising out of any actual or alleged infringement of any
patent or other intellectual property rights by BFE or arising
out of the installation, sale or use of BFE by Boeing.
10. Definitions.
For the purposes of the above indemnities, the term
"Boeing" includes The Boeing Company, its divisions, subsidiaries
and affiliates, the assignees of each, and their directors,
officers, employees and agents.
Attachment A to
Exhibit E
BOEING MODEL 737 AIRCRAFT
Item Preliminary On-Dock Dates
Dates for 1st delivery of each model:
737-724 737-824
Jan 1998 Apr 1998
Aircraft Aircraft
Seats 10/14/97 2/17/98
Galleys 10/9/97 2/12/98
Electronics 10/1/97 2/3/98
Furnishings 10/7/97 2/9/98
737-924 737-524
May 2001 Jul 1997
Aircraft Aircraft
Seats TBD 6/5/97
Galleys TBD 6/2/97
Electronics TBD 5/27/97
Furnishings TBD 5/28/97
DEFINED TERMS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit F to Purchase Agreement Number 1951
DEFINED TERMS DOCUMENT
Dated May 21, 1998
Relating to
BOEING MODEL 737 AIRCRAFT
This Document is Exhibit F to and forms a part of Purchase
Agreement No. 1951 (Agreement) between The Boeing Company
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the
purchase of Boeing Model 737 aircraft.
The following is a list of those terms and their definitions
as used and not otherwise defined in this Agreement or the
Customer Services General Terms Agreement (CSGTA). Such terms
are identified in the Agreement by the use of an initial capital
letter.
Advance Payment Boeing's estimate of Article 3
Base Price the Aircraft Price is
set forth in Article 3.
Agreement Purchase Agreement No. Opening paragraph
1951, including all of the Agreement
Exhibits, the Detail
Specification,
attachments, letter
agreements and other
written modifications
and amendments thereto.
Aircraft (includes The aircraft described in Article 1,
"the", "all", Article 1, Para. 1.1. Para. 1.1
"first", "last"
"such", etc.)
Aircraft Basic The amount set forth in Article 3, Para.
Price Article 3, Para. 3.2 3.1
Aircraft Price The total amount Buyer is Article 3, Para.
to pay for an Aircraft 3.3
which is described in
Article 3, 3.3
Aircraft Software The computer software Exhibit B,
included with the Part D-1, Para 1
Aircraft when the
Aircraft is delivered by
Boeing, described in
Exhibit B, Part D-1,
Para. 1.
Airframe Component A component described in Exhibit B Part C
Exhibit B, Part C, Para. Para. 1.1
1.1
Article An Article of the Article 6, Para.
Agreement. 6.4
Boeing The Seller of the Opening paragraph
Aircraft identified in of the Agreement
the opening paragraph of
the Agreement.
Boeing Warranty Part A of Exhibit B to Exhibit B, Part
the Agreement. A, Para. 1
Buyer The purchaser of the Opening paragraph
Aircraft identified in of the Agreement
the opening paragraph of
the Agreement.
Buyer Furnished Equipment provided by Article 4.2
Equipment or BFE Buyer pursuant to Exhibit
E for installation by
Boeing on the Aircraft.
Buyer Furnished Document provided by Article 13, Para.
Equipment Document Boeing to Buyer defining 13.1
requirements for BFE.
Exhibit E, Para. 1.
Covered Component An Airframe Component as Exhibit B Part C
described in Exhibit B, Para. 1.4
Part C, Para. 1.4.
Customer Support Exhibit C to the Article 12, Para.
Document Agreement. 12.5
Customer Support The Boeing services, Article 12, Para.
Services training and other 12.5
obligations described in
Exhibit C to the
Agreement.
Deposit The money paid by Buyer Article 5, Para.
to Boeing as part of the 5.1
acceptance of the
Aircraft proposal.
Detail The Boeing document that Article 1, Para.
Specification describes the 1.1
specifications of the
Aircraft modified from
time to time to include
developmental and Buyer
requested changes.
Development Changes to the basic Article 7, Para.
Change(s) specification that do not 7.1
affect price, delivery,
guaranteed weight,
performance or
interchangeability as
described in Article 7,
Para. 7.1.
Disclaimer and The disclaimer and Article 12,
Release Release set forth in Para. 12.2
Article 12, Para. 12.2
Documents The data and documents Exhibit C, Part D
provided by Boeing under Para. 2
the Agreement.
Economic Price Article 3, Para. 3.1.1.5 Article 3, Para.
Adjustment 3.1.1.5
Engine(s) The engines installed on Article 3,
the Aircraft as described Para. 3.1.1.3
in the Detail
Specification.
Excusable Delay A delay resulting from Article 6, Para.
any of the causes 6.1
described in Article 6,
Para. 6.1.
FAA The Federal Aviation Article 8, Para.
Administration of the 8.1.1
Department of
Transportation of the
United States, including
the Administrator of the
Federal Aviation
Administration, the
National Transportation
Safety Board and any
other authority or agency
of the Federal Government
of the United States
having like jurisdiction.
Failed Component A component as described Exhibit B Part C
in Exhibit B, Part C, Para. 1.6
Para. 1.6.
Failure Any breakage or defect as Exhibit B Part C
described in Exhibit B, Para. 1.5
Part C, Para. 5.
Federal Aviation The United States Federal Article 8, Para.
Regulations Aviation Regulations and, 8.1.1.1
if they are redesignated
or discontinued, any
comparable regulations or
parts thereof issued by
the FAA.
Field Service(s) Boeing-provided services Exhibit C, Part
as described in Exhibit X, Xxxx. 0
X, Xxxx X, Xxxx. 2.
Field Service The length of time Boeing Exhibit C, Part
Period provides Field Service to B, Para. 2.1
Buyer as described in
Exhibit C, Part B, Para.
2.1.
Flight Training A planning conference as Exhibit C, Part
Planning Conference described in Exhibit X, Xxxx. 0
Xxxx X, Xxxx. 2.
Flight Training The program of flight Exhibit C, Part C
Program training described in
Exhibit C, Part C.
Interface Problem A technical problem Exhibit B, Part
attributed to the design G, Para. 1
characteristics of the
Aircraft or its systems,
as described in
Exhibit B, Part G, Para.
1.
Landing Gear A component as described Exhibit B Part C
Component in Exhibit B, Part C, Para. 1.2
Para. 1.2.
Maintenance A planning conference as Exhibit C, Part
Training Planning described in Exhibit C, A, Para. 2
Conference Part A, Para. 2.
Maintenance The program of training Exhibit C, Part
Training Program described in Exhibit C, A, Para. 3
Part A, Para. 3.
Manufacturer A change to the Aircraft Article 8, Para.
Change(s) or performance required 8.2.1
of Boeing as described in
Article 8, Para. 8.2.1.
Operator Change(s) A change to the Aircraft Article 8, Para.
described in Article 8, 8.3.1
Para. 8.3.1.
Performance The written guarantees Article 1, Para.
Guarantees regarding the operational 1.3
performance of the
Aircraft set forth in the
Agreement or the Detail
Specification.
Policy (Boeing Exhibit B, Part C, Para. Exhibit B, Part
Service Life 2. C, Para. 2
Policy)
Price First Article 3, Para. 3.1.6. Article 3,
Published Para. 3.1.6
Product Assurance Exhibit B of the Article 12, Para.
Document Agreement. 12.1
Revenue Service Flight Training conducted Exhibit C, Part
Training on the Aircraft during E, Para. 1.1
revenue service with
cargo and/or passengers
on board, as described in
Exhibit C, Part C,
Para. 8.
Special Features Article 3, Para. 3.1.1..1 Article 3,
and 3.1.2.1 Para. 3.1.1
Standard A certificate issued by Article 8, Para.
Airworthiness the FAA, pursuant to Part 8.1.1.2
Certificate 21 of the Federal
Aviation Regulations as
described in Article 8,
Para. 8.1.1.2.
Target Delivery A non binding estimated Article 2,
Date delivery date provided Para. 2.2
for Buyer's planning
purposes, described in
Article 2.
Taxes The term "Taxes" defined Article 2, Para.
in Article 4, Para. 4.1. 2.3
Type Certificate A certificate issued by Article 8,
the FAA pursuant to Part Para. 8.1.1.1
21 of the Federal
Aviation Regulations
described in Article 8,
Para. 8.1.1.1.
Warranty Labor Rate The hourly labor rate Exhibit B, Part
defined in Exhibit B, B, Para. 5.3
Part B, Para. 5.3.
1951-2R3
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Subject: Letter Agreement No. 1951-2R3 to
Purchase Agreement No. 1951 -
Seller Purchased Equipment
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
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-2R2 dated March 5,
1997.
For purposes of this Letter Agreement the following definitions
apply:
Seller Purchased Equipment (SPE) is Buyer Furnished Equipment
(BFE) that Boeing purchases for Buyer.
Developmental Buyer Furnished Equipment (DBFE) is all BFE not
previously certified for installation on the Aircraft.
This Letter Agreement does not include developmental avionics.
Developmental avionics are avionics that have not been previously
certified for installation on the Aircraft.
All other terms used herein and in the Agreement, and not defined
above, will have the same meaning as in the Agreement.
Buyer has requested and Boeing hereby agrees that Boeing will
purchase as SPE certain BFE identified by Buyer pursuant to
Change Requests. Accordingly, Boeing and Buyer agree with
respect to such SPE as follows:
1. Price.
Advance Payments. An estimated SPE price will be included
in the Aircraft Advance Payment Base Price for the purpose of
establishing the advance payments for each Aircraft. The
estimated price of this SPE for each Aircraft, expressed in 1995
U.S. dollars, except for the 737-900, which is expressed in 1997
U. S. dollars, is listed below.
Model Estimated Price
for SPE
737-500 [CONFIDENTIAL MATERIAL OMITTED AND FILED
737-600 SEPARATELY WITH THE SECURITIES AND EXCHANGE
737-700 COMMISSION PURSUANT TO A REQUEST FOR
737-800 CONFIDENTIAL TREATMENT.]
737-900
Aircraft Price. The Aircraft Price will be adjusted to
reflect (i) the actual costs charged Boeing by the SPE suppliers,
(ii) a handling fee of [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] of such costs and (iii)
transportation charges. If all DBFE, except for developmental
avionics, is converted to SPE, Boeing will waive the handling fee
for all SPE.
2. Responsibilities.
2.1 With respect to SPE, Buyer is responsible for:
(i) selecting the supplier and advising Boeing as
to the price negotiated between Buyer and
supplier on or before:
Model Model Model Model
737-924 737-624 737-724 737-824
galleys tbd 7/1/97 10/6/96 2/12/97
seats tbd 2/7/97 9/3/96 9/3/96
(ii) selecting a FAA certifiable part; and
(iii) providing to Boeing the SPE part
specification/Buyer requirements.
2.2. With respect to SPE, Boeing is responsible for:
(i) placing and managing the purchase order with
the supplier;
(ii) coordinating with the suppliers on technical
issues;
(iii) ensuring that the delivered SPE complies with
the part specification;
(iv) obtaining certification of the Aircraft with
the SPE installed; and
(v) obtaining for Buyer the supplier's standard
warranty for the SPE. SPE is deemed to be BFE for purposes of
Exhibit B, the Product Assurance Document, of the Agreement.
3. Supplier Selection For SPE Galleys and Seats.
In addition to those responsibilities described above, for
SPE galleys and seats the following provisions apply with respect
to Buyer's selection of suppliers:
Galley Requirements. Buyer will provide Boeing not later
than August 7, 1996 the definitive galley configuration
requirements for the Model 737-724. Buyer will provide Boeing
not later than November 27, 1996 the definitive galley
configuration requirements for the Model 737-824. Buyer will
provide Boeing not later than May 1, 1997 the definitive galley
configuration requirements for the Model 737-624. Buyer will
provide Boeing not later than TBD the definitive galley
configuration requirements for the Model 737-924.
Bidder's List. Boeing has submitted to Buyer, for
information purposes, a bidder's list of existing suppliers of
seats and galleys.
Request for Quotation (RFQ). Boeing has issued its RFQ
inviting such potential bidders to submit bids for the galleys
and seats by July 15, 1996 for the Model 737-724 and -824
Aircraft. Boeing will advise such date for the Model 737-624 and
-924 Aircraft.
Recommended Bidders. Boeing has submitted to Buyer a list
of recommended bidders from which to choose a supplier for the
galleys and seats. The recommendation is based on an evaluation
of the bids submitted using price, weight, warranty and schedule
as the criteria.
Supplier Selection. If Buyer selects a seat or galley
supplier that is not on the Boeing recommended list, such seat or
galley will become BFE and the provisions of Exhibit E, Buyer
Furnished Equipment Provisions Document, of the Agreement will
apply.
4. Changes.
After this Letter Agreement is signed, changes to SPE may
only be made by and between Boeing and the suppliers. Buyer's
contacts with SPE suppliers relating to design (including
selection of materials and colors), weights, prices (except for
price negotiation prior to the supplier selection date) or
schedules are for informational purposes only. If Buyer wants
changes made to any of the above, requests must be made directly
to Boeing for negotiating with the supplier.
5. Proprietary Rights.
Boeing's obligation to purchase SPE will not impose upon
Boeing any obligation to compensate Buyer or any supplier for any
proprietary rights Buyer may have in the design of the SPE.
6. Remedies.
If Buyer does not comply with the obligations above, Boeing
may:
(i) delay delivery of the Aircraft for the period of non-
compliance;
(ii) deliver the Aircraft without installing the SPE;
(iii) substitute a comparable part and invoice Buyer for the
cost; and/or
(iv) increase the Aircraft Price by the amount of Boeing's
additional costs attributable to such noncompliance.
7. Buyer Participation in Price Negotiations for SPE. Subject
to the following conditions, Boeing agrees that Buyer may
negotiate the price with vendors for certain items of BFE which
have been changed to SPE pursuant to this Letter Agreement.
a. Number of Items. Boeing and Buyer have mutually agreed
on a list of specific equipment (the SPE Item) for which Buyer
shall negotiate directly with the vendors to establish the price
for each SPE Item. The SPE Item list includes seats, galleys,
and interior furnishings. Buyer shall provide the price of the
SPE Item when Buyer notifies Boeing of the SPE Item vendor.
b. Required Dates. Boeing's agreement to permit Buyer to
negotiate prices with vendors for SPE Items is subject to Buyer's
agreement to meet all of Boeing's required dates with respect to
each SPE Item.
c. Right to Approve Selected Vendors. Boeing shall retain
the right to reasonably approve the list of vendors for each SPE
Item.
8. Buyer's Indemnification of Boeing.
Buyer will indemnify and hold harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way
connected with any nonconformance or defect in any SPE and
whether or not arising in tort or occasioned in whole or in part
by the negligence of Boeing, whether active, passive or imputed.
This indemnity will not apply with respect to any nonconformance
or defect caused solely by Boeing's installation of the SPE.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: May 21, 1998.
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
1951-3R2
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 1951-3R2 to
Purchase Agreement No. 1951 -
Option Aircraft - Model 737-824 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 737-824
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-3R1 dated October
10, 1996.
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 up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] 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.
1. Delivery.
The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:
Month and Year Number of
of Delivery Option Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Price. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
3. Option Aircraft Deposit.
In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with the execution of the Agreement for the Aircraft, Buyer will
pay a deposit to Boeing of [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] for each
Option Aircraft (the Option Deposit). In the event Buyer
exercises an option herein for an Option Aircraft, the amount of
the Option Deposit for such Option Aircraft will be credited
against the first advance payment due for such Option Aircraft
pursuant to the advance payment schedule set forth in Article 5
of the Agreement.
In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.
4. Option Exercise.
To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before
the first business day of the month in each Option Exercise Date
shown below:
Option Aircraft Option Exercise Date
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Contract Terms.
Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Agreement to add the
applicable Option Aircraft to the Agreement as a firm Aircraft
(the Option Aircraft Supplemental Agreement).
In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.
6. Cancellation of Option to Purchase.
Either Boeing or Buyer may cancel the option to purchase an
Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this Letter
Agreement, or in the Agreement, as the case may be:
(i) purchase of the Aircraft under the Agreement for any
reason not attributable to the cancelling party;
(ii) payment by Buyer of the Option Deposit with respect to
such Option Aircraft pursuant to paragraph 3 herein; or
(iii) exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.
Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Agreement shall be on a one-for-one basis, for each Aircraft so
terminated.
Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.
Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft. Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
8. Applicability.
Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
that are added to the Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Agreement.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.,
By /s/ Xxxxx Xxxxx
Its Vice President
Attachment
Model 737-824 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification D6-38808, Revision E,
dated September 15, 1995, as amended and revised pursuant to the
Agreement.
1.2 Changes. The Option Aircraft Detail Specification
shall be revised to include:
(1) Changes applicable to the basic Model 737-800
aircraft which are developed by Boeing between the date of the
Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.
(2) Changes mutually agreed upon.
(3) Changes required to obtain a Standard
Certificate of Airworthiness.
1.3 Effect of Changes. Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.
2. Price Description.
2.1 Price Adjustments.
2.1.1 Base Price Adjustments. The base aircraft
price (pursuant to Article 3 of the Agreement) of the Option
Aircraft will be adjusted to Boeing's and the engine
manufacturer's then-current prices as of the date of execution of
the Option Aircraft Supplemental Agreement.
2.1.2 Special Features. The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such
features as of the date of execution of the Option Aircraft
Supplemental Agreement only to the extent that such increase is
attributable to an increase in Boeing's cost for purchased
equipment.
2.1.3 Escalation Adjustments. The base airframe and
special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Agreement.
Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
signing the Option Aircraft Supplemental Agreement. In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.
2.1.4 Price Adjustments for Changes. Boeing may
adjust the basic price and the advance payment base prices for
any changes mutually agreed upon by Buyer and Boeing subsequent
to the date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.
2.1.5 BFE to SPE. An estimate of the total price
for items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up. The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price.
3. Advance Payments.
3.1 Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.
1951-5R2
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Subject: Letter Agreement No. 1951-5R2 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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-
624/-724/-824/-924 aircraft (the Aircraft). This Letter
Agreement supersedes and replaces in its entirety Letter
Agreement 1951-5R1 dated October 10, 1996.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
1951-9R1
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 1951-9R1 to
Purchase Agreement No. 1951 -
Option Aircraft - Model 737-624 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 737-624
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-9 dated October
10, 1996.
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 up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] 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.
1. Delivery.
The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:
Month and Year Number of
of Delivery Option Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Price. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
3. Option Aircraft Deposit.
In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with the execution of the Agreement for the Aircraft, Buyer will
pay a deposit to Boeing of [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] for each
Option Aircraft (the Option Deposit). In the event Buyer
exercises an option herein for an Option Aircraft, the amount of
the Option Deposit for such Option Aircraft will be credited
against the first advance payment due for such Option Aircraft
pursuant to the advance payment schedule set forth in Article 5
of the Agreement.
In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.
4. Option Exercise.
To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before
the first business day of the month in each Option Exercise Date
shown below:
Option Aircraft Option Exercise Date
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Contract Terms.
Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Agreement to add the
applicable Option Aircraft to the Agreement as a firm Aircraft
(the Option Aircraft Supplemental Agreement).
In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.
6. Cancellation of Option to Purchase.
Either Boeing or Buyer may cancel the option to purchase an
Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this Letter
Agreement, or in the Agreement, as the case may be:
(i) purchase of the Aircraft under the Agreement for any
reason not attributable to the cancelling party;
(ii) payment by Buyer of the Option Deposit with respect to
such Option Aircraft pursuant to paragraph 3 herein; or
(iii) exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.
Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Agreement shall be on a one-for-one basis, for each Aircraft so
terminated.
Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.
Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft. Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
8. Applicability.
Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
that are added to the Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Agreement.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.,
By /s/ Xxxxx Xxxxx
Its Vice President
Attachment
Model 737-624 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification D6-38808-62, dated as of
even date herewith, as amended and revised pursuant to the
Agreement.
1.2 Changes. The Option Aircraft Detail Specification
shall be revised to include:
(1) Changes applicable to the basic Model 737-600
aircraft which are developed by Boeing between the date of the
Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.
(2) Changes mutually agreed upon.
(3) Changes required to obtain a Standard
Certificate of Airworthiness.
1.3 Effect of Changes. Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.
2. Price Description.
2.1 Price Adjustments.
2.1.1 Base Price Adjustments. The base aircraft
price (pursuant to Article 3 of the Agreement) of the Option
Aircraft will be adjusted to Boeing's and the engine
manufacturer's then-current prices as of the date of execution of
the Option Aircraft Supplemental Agreement.
2.1.2 Special Features. The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such
features as of the date of execution of the Option Aircraft
Supplemental Agreement only to the extent that such increase is
attributable to an increase in Boeing's cost for purchased
equipment.
2.1.3 Escalation Adjustments. The base airframe and
special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Agreement.
Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
signing the Option Aircraft Supplemental Agreement. In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.
2.1.4 Price Adjustments for Changes. Boeing may
adjust the basic price and the advance payment base prices for
any changes mutually agreed upon by Buyer and Boeing subsequent
to the date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.
2.1.5 BFE to SPE. An estimate of the total price
for items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up. The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price.
3. Advance Payments.
3.1 Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Agreement.
1951-12
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Subject: Option Aircraft
Reference: Purchase Agreement No. 1951 dated July 23,
1996 (the Agreement) between The Boeing
Company (Boeing) and Continental Airlines,
Inc. (Buyer) relating to Model 737-900
aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Agreement. All
terms used but not defined in this Letter Agreement have the same
meaning as in the Agreement.
Boeing agrees to manufacture and sell to Buyer up to
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], on the same terms and conditions set
forth in the Agreement, subject to the terms and conditions set
forth below. The delivery months, number of aircraft, Advance
Payment Base Price per aircraft and advance payment schedule are
listed in the Attachment to this Letter Agreement (the
Attachment).
1. Aircraft Description and Changes
1.1 Aircraft Description: The Option Aircraft are
described by the Detail Specification listed in the Attachment.
1.2 Changes: The Detail Specification will be revised to
include:
(i) Changes applicable to the basic Model 737
aircraft which are developed by Boeing between the date of the
Detail Specification and the signing of the supplemental
agreement to purchase the Option Aircraft;
(ii) Changes required to obtain required regulatory
certificates; and
(iii) Changes mutually agreed upon.
1.3 Effect of Changes: Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.
2. Price
2.1 The pricing elements of the Option Aircraft are listed
in the Attachment.
2.2 Price Adjustments.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Payment.
3.1 Buyer will pay a deposit to Boeing in the amount shown
in the Attachment for each Option Aircraft (Deposit), on the date
of this Letter Agreement. If Buyer exercises an option, the
Deposit applicable to such aircraft will be credited against the
first advance payment due for such aircraft. If Buyer does not
exercise an option, Boeing will retain the Deposit.
3.2 Following option exercise, advance payments in the
amounts and at the times listed in the Attachment will be payable
for the Option Aircraft. The remainder of the Aircraft Price for
the Option Aircraft will be paid at the time of delivery.
4. Option Exercise.
4.1 To exercise its option to purchase the Option
Aircraft, Buyer shall give written notice thereof to Boeing on or
before the first business day of the month in each Option
Exercise Date shown below:
Option Aircraft Option Exercise Date
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4.2 If Boeing must make production decisions which are
dependent on Buyer exercising an option earlier than the Option
Exercise Date, Boeing may accelerate the Option Exercise Date
subject to Buyer's agreement. If Boeing and Buyer fail to agree
to a revised Option Exercise Date, either party may terminate the
option and Boeing will refund to Buyer, without interest, any
Deposit and advance payments received by Boeing with respect to
the terminated Aircraft.
5. Contract Terms.
Boeing and Buyer will use their best efforts to reach a
definitive agreement for the purchase of an Option Aircraft,
including the terms and conditions contained in this Letter
Agreement, in a supplemental agreement to the Agreement, and
other terms and conditions as may be agreed upon. In the event
the parties have not entered into a supplemental agreement within
30 days following option exercise, either party may terminate the
purchase of such Option Aircraft by giving written notice to the
other within 5 days. If Buyer and Boeing fail to enter into such
supplemental agreement, Boeing will retain the Deposit for that
Option Aircraft unless failure is attributable to Boeing's fault,
in which case the Deposit shall be promptly returned to Buyer
without interest.
8. Applicability.
Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft that are added to the
Agreement by an Option Aircraft supplemental agreement as firm
Aircraft shall benefit from all the applicable terms, conditions
and provisions of the Agreement.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
Attachment
Attachment to
Letter Agreement 1951-12 Option Aircraft Delivery,
Description, Price and Advance Systems
Airframe Model/MTGW: 000-000 000,000
Engine Model: CFM56-7B26
Airframe Base Price:
Optional Features:
Sub-Total of Airframe and Features:
Engine Price (Per Aircraft):
Aircraft Basic Price (Excluding BFE/SPE):
Buyer Furnished Equipment (BFE) Estimate:
Seller Purchased Equipment (SPE) Estimate:
Refundable Deposit per Aircraft at Proposal Acceptance
Detail Specification: D6-39127 Rev. Orig.
Price Base Year: Jul-97
Airframe and Engine Escalation Data:
Base Year Index (ECI):
Base Yaer Index (ICI):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1951-13
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Subject: Letter Agreement No. 1951-13 to
Purchase Agreement No. 1951 -
Configuration Matters - Model 737-924
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of July 23, 1996 (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-924 aircraft (the Aircraft).
All terms used herein and not defined herein shall have the same
meaning as in the Agreement.
1. Aircraft Configuration.
1.1 Preliminary Configuration. Boeing and Buyer have
established a preliminary configuration (Preliminary
Configuration) for the Aircraft which is comprised of the Boeing
Specification D6-39127, Revision 0, dated July 25, 1997.
1.2 Selection of Change Requests for Final Configuration.
On or before September 30, 1998, or unless otherwise previously
agreed to between Boeing and Buyer, Boeing and Buyer will develop
a complete list of change requests (Accepted Change Requests)
selected for incorporation in the Aircraft. The Preliminary
Configuration, and Buyer's list of Accepted Change Requests and
master changes (Master Changes) will comprise the final
configuration (Final Configuration) of the Aircraft.
1.3 Amendment to the Agreement. Prior to October 30,
1998, Boeing and Buyer shall execute a Supplemental Agreement
amending the Agreement as required to reflect the Final
Configuration.
1.4. Buyer's Detail Specification. Within 90 days after
Final Configuration, Boeing will provide to Buyer the Detail
Specification reflecting the Aircraft Final Configuration. This
Detail Specification will also reflect changes made to Boeing's
basic Model 737-900 aircraft specification between July 25, 1997
and the date of execution of the Supplemental Agreement
referenced in paragraph 1.3 above.
2. Preliminary Pricing Estimates. Buyer understands that
Boeing cannot establish the final Aircraft Basic Price and
Advance Payment Base Price of the Aircraft until Final
Configuration of the Aircraft is known. For Buyer's planning
purposes, however, an estimate for the Aircraft Basic Price and
Advance Payment Base Price of the Aircraft has been established
using an estimated amount of Special Features, which may or may
not accurately reflect Buyer's final selection of special
features.
3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
May 21, 1998
6-1162-MMF-308R3
CONTINENTAL AIRLINES, INC.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-MMF-308R3 to
Purchase Agreement No. 1951 -
Disclosure of Confidential Information
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
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-308R2 dated
October 10, 1997.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below and
any documents that amend, supplement or supersede such documents
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-MMF-295.
2. Letter Agreement No. 6-1162-MMF-296.
3. Letter Agreement No. 6-1162-MMF-309R1.
4. Letter Agreement No. 6-1162-MMF-311R1.
5. Letter Agreement No. 6-1162-MMF-312R1.
6. Letter Agreement No. 6-1162-MMF-319.
7. Letter Agreement No. 6-1162-MMF-378R1
8. Letter Agreement No. 6-1162-MMF-379R1.
9. Letter Agreement No. 6-1162-GOC-015
10. Letter Agreement No. 6-1162-DMH-365
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
6-1162-MMF-311R3
May 21, 1998
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Subject: Letter Agreement No. 6-1162-MMF-311R3 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1751 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-311R2 dated
October 10, 1997.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Confidential Treatment.
Boeing and Buyer agree that certain commercial and financial
information contained in this Letter Agreement is confidential
and subject to the confidentiality provisions of Letter Agreement
6-1162-MMF-308R3, Disclosure of Confidential Information.
If this Letter Agreement correctly states your understanding of
the matters treated herein, please so indicate by signature
below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
Date: __________________
Continental Airlines, Inc.
Suite 1923
0000 Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attention: Technical Department
Reference: Letter Agreement 6-1162-MMF-311R3 to
Boeing/CAL Purchase Agreement 1951
Transmitted by Facsimile: TBD
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Very truly yours,
THE BOEING COMPANY
By: __________________
Its: __________________
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
May 21, 1998
6-1162-GOC-131R2
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-GOC-131R2 to Purchase
Agreement No. 1951 - Special Matters
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of July 23, 1996 (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737 aircraft (the Aircraft). This Letter Agreement supersedes
and replaces in its entirely Letter Agreement 6-1162-GOC-131R1,
dated March 27, 1998.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Advance Payment Schedule.
2.1 Firm Aircraft. Notwithstanding the Advance Payment
Schedule contained in Article 5 of the Agreement, Buyer may pay
advance payments, according to the following schedule, for
Aircraft on firm order as of the date of signing Supplemental
Agreement No. 4 to the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Option Aircraft. Notwithstanding the Advance Payment
Schedule contained in Article 5 of the Agreement, Buyer may pay
advance payments according to the following schedule for all
Option Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Payment of Interest on Deferred Advance Payments.
3.1 Interest Rate for Firm Aircraft. Buyer agrees to pay
interest on all amounts which are deferred pursuant to Paragraph
2.1 (excluding Firm Aircraft added from the exercise of options)
of this Letter Agreement at [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.2 Interest Rate for Firm Aircraft Incorporated by
Supplemental Agreement 5. Buyer agrees to pay interest on all
amounts which are deferred pursuant to Paragraph 2.1 of this
Letter Agreement for Firm Aircraft incorporated by Supplemental
Agreement 5 at [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.3 Interest Rate for Option Aircraft. Buyer agrees to
pay interest on all amounts which are deferred pursuant to
Paragraph 2.2 of this Letter Agreement at [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.4 Delivery Delay Impact on Interest Calculations. If
the delivery of any Aircraft is delayed due to either an
excusable or a non-excusable delay, then interest on the deferred
advance payments in respect of such Aircraft will not accrue
during the time period from the last working day of the scheduled
delivery month to the day of delivery of the Aircraft. Payment
of any interest that has accrued prior to the start of the delay
but remains unpaid will be paid on the normal quarterly interest
payment schedule set forth in Paragraph 3.1 of this Letter
Agreement or on the delivery date of the Aircraft, whichever
comes first.
3.5 Boeing Invoice. Boeing shall submit to Buyer, not
less than fifteen (15) days prior to the end of each quarter, an
invoice for interest accrued during each such quarter. Buyer's
payment is due and payable to Boeing on the first business day of
the following month. Boeing's invoice will show interest accrued
during the quarter for each Aircraft for which advance payments
have been deferred. The invoice will also include interest
accrued on deferred advance payments with respect to other
aircraft in other purchase agreements between Buyer and Boeing.
4. Option Aircraft.
4.1 Option Deposits. Notwithstanding the amount specified
in paragraph 3 of Letter Agreements 1951-3R1 and 1951-9, Boeing
and Buyer agree that the Option Deposit shall be [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] per aircraft for either a Model 737-624, 737-724,
737-824, or 737-924 Option Aircraft.
4.2 Option Aircraft Base Price Adjustment.
Notwithstanding the provisions of Paragraph 2.1.1 of the
Attachment to Letter Agreements 1951-3R2 and 1951-9R1, Boeing
agrees that the Base Airplane Price contained in Article 3 of
the Agreement shall apply to the [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Aircraft
incorporated by Supplemental Agreement No. 1 dated October 10,
1996.
5. Model Substitution.
5.1 Model 737-724/-824 Aircraft. Buyer may elect to
substitute Model 737-824 for Model 737-724 or Model 737-724 for
Model 737-824 Aircraft for any Aircraft or Option Aircraft
delivering in 1999 or later. Buyer's model substitution notice
to Boeing must be in writing to Boeing no later than the first
day of the tenth month prior to delivery of each Aircraft.
5.2 Model 737-624 Aircraft. Buyer may elect to
substitute either Model 737-724 or 737-824 Aircraft for Model
737-624 Option Aircraft delivering in 2000 or later. Buyer's
written model substitution notice must be received by Boeing no
later than the first day of the tenth month prior to delivery of
each Aircraft.
5.3 Model 737-524 Aircraft. Buyer may elect to substitute
Model 737-324 for Model 737-524 Aircraft. Buyer's substitution
notice must be in writing and received by Boeing no later than
the first day of the tenth month prior to delivery of each
Aircraft if Customer and Boeing have previously agreed on a
configuration for the Model 737-324. If configuration for the
Model 737-324 has not been established, than the notice period
shall be the time required to configure the Model 737-324 plus 10
months.
5.4 Model 737-924 Aircraft. Buyer may elect to
substitute Model 737-724, or Model 737-824 Aircraft for Model
737-924 Option Aircraft delivering in January 2003 or later.
Buyer's written model substitution notice must be received by
Boeing no later than the first day of the tenth month prior to
delivery of each Aircraft.
6. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
7. Confidential Treatment.
Boeing and Buyer understand that certain information
contained in this Letter Agreement, including any attachments
hereto, are considered by both parties to be confidential.
Notwithstanding the provisions of Letter Agreement 6-1162-MMF-
308R2, Boeing and Buyer agree that each party will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the other party's prior
written consent, disclose this Letter Agreement or any
information contained herein to any other person or entity except
as may be required by applicable law or governmental regulations.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
6-1162-DMH-365
May 21, 1998
CONTINENTAL AIRLINES, INC.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-DMH-365 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Model 737-
924
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
July 23, 1996 (the Agreement) between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-924
aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential. Buyer 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 provided
in Letter Agreement 6-1162-MMF-308R3.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: May 21, 1998
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
Attachment
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
