EXHIBIT 10.9
Supplemental Agreement No. 1
to
Purchase Agreement No. 2211
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 767-200ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of July 2, 1999,
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 (Customer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 2211 dated November 16, 1998, (the Purchase Agreement) relating
to Boeing Model 767-200ER aircraft, (Aircraft); and
WHEREAS, Boeing and Customer have mutually agreed that the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and
WHEREAS, Boeing and Customer have mutually agreed to
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and
WHEREAS, Boeing and Customer have mutually agreed to
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and
WHEREAS, Boeing and Customer have mutually agreed to
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] and
WHEREAS, Boeing and Customer wish to update the Agreement to
reflect the Installation of Cabin Systems Equipment; and
WHEREAS, Boeing and Customer 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:
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. 1.
2. Letter Agreements:
Remove and replace, in its entirety, Letter Agreement 2211-01,
"Option Aircraft" with new Letter Agreement 2211-01R1, "Option
Aircraft" attached hereto, to reflect the revised delivery schedule
for the Option Aircraft.
Remove and replace, in its entirety, Letter Agreement 6-1162-
JMG-0092, "Special Matters" with new Letter Agreement 6-1162-JMG-
0092R1, "Special Matters" attached hereto, to reflect the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Add Letter Agreement 6-1162-JMG-184, "Installation of Cabin
Systems Equipment" to incorporate the agreement regarding Cabin
Systems Equipment.
3. Payment of Option Deposit:
Upon execution of this Supplemental Agreement, Customer shall
transfer to Boeing's account at Chase Manhattan Bank, New York,
N.Y., the sum of [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT], which sum represents the
additional Option Aircraft deposit.
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/ X. X. XxXxxxxx By: /s/ Xxxxx Xxxxx
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
ARTICLES Revised By:
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table
EXHIBIT
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables
EE1. Engine Escalation/Engine Warranty
and Patent Indemnity
SLP1. Service Life Policy Components
TABLE OF CONTENTS
LETTER AGREEMENTS Revised By:
2211-01R1 Option Aircraft SA No. 1
2211-02 Demonstration Flights
2211-03 Spares Initial Provisioning
2211-04 Flight Crew Training Spares
Parts Support
2211-05 Escalation Sharing
6-1162-JMG-184 Installation of Cabin Systems
Equipment SA No. 1
TABLE OF CONTENTS
CONFIDENTIAL LETTER AGREEMENTS Revised By:
6-1162-JMG-0089 Performance Guarantees
6-1162-JMG-0090 Promotion Support
6-1162-JMG-0092R1 Special Matters SA No. 1
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 July 2, 1999
July 2, 1999
2211-01R1
Continental Airlines, Inc.
0000 Xxxxx
Xxxxxxx, XX 00000
Subject: Option Aircraft
Reference: Purchase Agreement 2211 (the Purchase Agreement)
between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Customer) relating to Model 767-224ER
aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement. This Letter
Agreement supersedes and replaces in its entirety Letter Agreement
2211-01.
Boeing agrees to manufacture and sell to Customer additional Model
767-224ER aircraft as Option Aircraft. 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 767
aircraft which are developed by Boeing
between the date of the Detail Specification
and the signing of the definitive agreement
to purchase the Option Aircraft;
(ii) Changes required to obtain required
regulatory certificates; and
(iii) Changes mutually agreed upon.
2. Price
2.1 The pricing elements of the Option Aircraft are listed
in the Attachment.
2.2 Price Adjustments.
2.2.1 Optional Features. The Optional Features
Prices selected for the Option Aircraft will be adjusted to
Boeing's current prices as of the date of execution of the
definitive agreement for the Option Aircraft.
2.2.2 Escalation Adjustments. The Airframe Price
and the Optional Features Prices for Option Aircraft delivering
before January, 2005, will be escalated on the same basis as the
Aircraft, and will be adjusted to Boeing's then-current escalation
provisions as of the date of execution of the definitive agreement
for the Option Aircraft.
The engine manufacturer's current escalation provisions, listed in
Exhibit Supplement EE1 to the Purchase Agreement have been
estimated to the months of scheduled delivery using commercial
forecasts to calculate the Advance Payment Base Price listed in the
Attachment to this Letter Agreement. The engine escalation
provisions will be revised if they are changed by the engine
manufacturer prior to the signing of a definitive agreement for the
Option Aircraft.
2.2.3 Base Price Adjustments. The Airframe Price
and the Engine Price of the Option Aircraft delivering before
January, 2005, will be adjusted to Boeing's and the engine
manufacturer's then current prices as of the date of execution of
the definitive agreement for the Option Aircraft.
2.2.4 Prices for Long Lead Time Aircraft. Boeing
and the engine manufacturer have not established prices and
escalation provisions for Model 767-224ER aircraft and engines for
delivery in the year 2005 and after. When prices and the pricing
bases are established for the Model 767-224ER aircraft delivering
in the year 2005 and after, the information listed in the
Attachment will be appropriately amended.
3. Payment.
3.1 Customer 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 Customer exercises an option,
the Deposit will be credited against the first advance payment due.
If Customer does not exercise an option, Boeing will retain the
Deposit for that Option Aircraft.
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.
Customer may exercise an option by giving written notice to Boeing
on or before the date [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the first
business day of the applicable delivery month listed in the
Attachment (Option Exercise Date).
5. Contract Terms.
Boeing and Customer 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 the Purchase Agreement, and other terms and
conditions as may be agreed upon to add the Option Aircraft to the
Purchase Agreement as an Aircraft. In the event the parties have
not entered into a definitive 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. [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/ X. X. XxXxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 2, 1999
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
Attachment
Attachment to
Letter Agreement No. 2211-01R1
Option Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
July 2 1999
6-1162-JMG-0092R1
Continental Airlines, Inc.
0000 Xxxxx
Xxxxxxx, Xxxxx 00000
Subject: Special Matters
Reference: Purchase Agreement No. 2211 (the Purchase Agreement)
between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Customer) relating to Model 767-224ER
aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used and not defined in this Letter Agreement
shall have the same meaning as in the Purchase Agreement.
1. Credit Memoranda.
In consideration of Customer's purchase of Model 767-224ER
Aircraft, Boeing shall issue at the time of delivery of each
Aircraft and Option Aircraft, a credit memorandum in an amount
equal to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]. The credit memorandum is subject to the
same airframe escalation as is used to calculate the Aircraft Price
at the time of delivery. The credit memorandum may be used by
Customer for the purchase of Boeing goods and services or applied
to the balance due at the time of Aircraft delivery.
2. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2.2 Option Aircraft. [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6. Option Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
7. Aircraft Invoices.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
8. Assignment of Credits.
Customer may not assign the credit memoranda described in
this Letter Agreement without Boeing's prior written consent
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
9. Confidential Treatment.
Boeing and Customer understand that certain information
contained in this Letter Agreement, including any attachments
hereto, are considered by both parties to be confidential. Boeing
and Customer 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 X. X. XxXxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 2, 1999
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
July 2, 1999
6-1162-JMG-184
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Subject: Installation of Cabin Systems Equipment
Reference: Purchase Agreement No. 2211 (the Purchase Agreement)
between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Customer) relating to Model 767-200
aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement.
Customer has requested that Boeing install in the Aircraft the
inflight entertainment and cabin communications systems (IFE/CCS)
described in Attachment A to this Letter Agreement.
Because of the complexity of the IFE/CCS, special attention and
additional resources will be required during the development,
integration, certification, and manufacture of the Aircraft to
achieve proper operation of the IFE/CCS at the time of delivery of
the Aircraft. To assist Customer, Boeing will perform the
functions of project manager (the Project Manager) as set forth in
Attachment B, according to the requirement of Attachment C.
1. Responsibilities.
1.1 Customer will:
1.1.1 Provide Customer's IFE/CCS system requirements
to Boeing;
1.1.2 Select the IFE/CCS suppliers (Suppliers) from
among those suppliers identified in the Option/s/ listed in
Attachment A to this Letter Agreement, on or before July 7, 1999;
or as otherwise formally offered by Boeing.
1.1.3 Promptly after selecting Suppliers,
participate with Boeing in meetings with Suppliers to ensure that
Supplier's functional system specifications meet Customer's and
Boeing's respective requirements. Such functional systems
specifications define functionality to which Boeing will test prior
to delivery but is not a guarantee of functionality at delivery;
1.1.4 Select Supplier part numbers;
1.1.5 Negotiate and obtain agreements on product
assurance, product support following Aircraft delivery (including
spares support), and any other special business arrangements
directly with Suppliers;
1.1.6 Provide pricing information for part numbers
selected above to Boeing by a mutually selected date;
1.1.7 Negotiate and obtain agreements with any
required service providers; and
1.1.8 Include in Customer's contract with any seat
supplier a condition obligating such seat supplier to enter into
and comply with a Boeing approved bonded stores agreement. This
bonded stores agreement will set forth the procedures concerning
the use, handling and storage for the Boeing owned IFE/CCS
equipment during the time such equipment is under the seat
supplier's control.
1.1.9 Authorize Boeing to obtain production IFE/CCS
spares for test and or rejection replacement as follows:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] overage for in-seat LCD monitors, in-seat
cables, handsets, cord reels, and remote jacks; [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] overage for seat boxes; and, one each of the head-end
equipment. Unused parts will be returned to the Customer with the
aircraft delivery and any parts returned to the supplier for repair
will be returned to the Customer, at no further cost, after
aircraft delivery.
1.2 Boeing will:
1.2.1 Perform the Project Manager functions stated
in Attachment B;
1.2.2 Provide Aircraft interface requirements to
Suppliers;
1.2.3 Assist Suppliers in the development of their
IFE/CCS system specifications and approve such specifications;
1.2.4 Negotiate terms and conditions (except for
price, product assurance, product support following Aircraft
delivery and any other special business arrangements) and enter
into contracts with Suppliers and manage such contracts for the
IFE/CCS;
1.2.5 Coordinate the resolution of technical issues
with Suppliers;
1.2.6 Ensure that at time of Aircraft delivery the
IFE/CCS configuration meets the requirements of the Options
contained in Attachment A to this Letter Agreement as such
Attachment A may be amended from time to time; and
1.2.7 Obtain FAA certification of the Aircraft with
the IFE/CCS installed therein.
2. Software.
IFE/CCS systems may contain software of the following two
types.
2.1 Systems Software. The software required to operate
and certify the IFE/CCS systems on the Aircraft is the Systems
Software and is part of the IFE/CCS.
2.2 Customer's Software. The software accessible to the
Aircraft passengers which controls Customer's specified optional
features is Customer's Software and is not part of the IFE/CCS.
2.2.1 Customer is solely responsible for specifying
Customer's Software functional and performance requirements and
ensuring that Customer's Software meets such requirements.
Customer and Customer's Software supplier will have total
responsibility for the writing, certification, modification,
revision, or correction of any of Customer's Software. Boeing will
not perform the functions and obligations described in paragraph
1.2 above, nor the Project Manager's functions described in
Attachment B, for Customer's Software.
2.2.2 The omission of any Customer's Software or the
lack of any functionality of Customer's Software will not be a
valid condition for Customer's rejection of the Aircraft at the
time of Aircraft delivery.
2.2.3 Boeing has no obligation to approve any
documentation to support Customer's Software certification. Boeing
will only review and operate Customer's Software if in Boeing's
reasonable opinion such review and operation is necessary to
certify the IFE/CCS system on the Aircraft.
2.2.4 Boeing will not be responsible for obtaining
FAA certification for Customer's Software.
3. Changes.
3.1 After Boeing and Supplier have entered into a contract
for the purchase of the IFE/CCS, changes to such contract may only
be made by Boeing. Any Customer request for changes to the IFE/CCS
specification after the Boeing/Supplier contract has been signed
must be made in writing directly to Boeing. Boeing shall respond
to such request by Customer in a timely manner. If such change is
technically feasible and Boeing has the resources and time to
incorporate such change, then Boeing shall negotiate with the
Supplier to incorporate such change into the contract for the
IFE/CCS. Any Supplier price increase resulting from such a change
will be negotiated between Customer and Supplier.
3.2 Boeing and Customer recognize that the developmental
nature of the IFE/CCS may require changes to the IFE/CCS or the
Aircraft in order to ensure (i) compatibility of the IFE/CCS with
the Aircraft and all other Aircraft systems, and (ii) FAA
certification of the Aircraft with the IFE/CCS installed therein.
In such event Boeing will notify Customer and recommend to Customer
the most practical means for incorporating any such change. If
within 15 days after such notification Customer and Boeing through
negotiations cannot mutually agree on the incorporation of any such
change or alternate course of action, then the remedies available
to Boeing in Paragraph 6 shall apply.
3.3 The incorporation into the Aircraft of any mutually
agreed change to the IFE/CCS may result in Boeing adjusting the
price of the Option/s/ contained in Attachment A to this Letter
Agreement.
3.4 Boeing's obligation to obtain FAA certification of the
Aircraft with the IFE/CCS installed is limited to the IFE/CCS as
described in Attachment A, as Attachment A may be amended from time
to time.
4. Supplier Defaults.
Boeing shall notify Customer in a timely manner in the event
of a default by a Supplier under the Supplier's contract with
Boeing. Within 15 days of Customer's receipt of such notification,
Boeing and Customer shall agree through negotiations on an
alternative Supplier or other course of action. If Boeing and
Customer are unable to agree on an alternative Supplier or course
of action within such time, the remedies available to Boeing in
Paragraph 6 shall apply.
5. Exhibits B and C to the AGTA.
IFE/CCS is deemed to be BFE for the purposes of Exhibit B,
Customer Support Document, and Exhibit C, the Product Assurance
Document, of the AGTA.
6. Boeing's Remedies.
If Customer does not comply with any of its obligations set
forth herein, Boeing may:
6.1 delay delivery of the Aircraft pursuant to the
provisions of Article 7, Excusable Delay, of the AGTA; or
6.2 deliver the Aircraft without part or all of the
IFE/CCS installed, or with part or all of the IFE/CCS inoperative.
6.3 increase the Aircraft Price by the amount of Boeing's
additional costs attributable to such noncompliance.
7. Advance Payments.
7.1 Estimated Price for the IFE/CCS. An estimated price
for the IFE/CCS purchased by Boeing will be included in the
Aircraft Advance Payment Base Price to establish the advance
payments for each Aircraft. The estimated price for the Boeing
purchased IFE/CCS installed on each Aircraft by Option/s/ is
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] U.S. dollars expressed in 1997 dollars.
7.2 Aircraft Price. The Aircraft Price will include the
actual IFE/CCS prices and any associated transportation costs
charged Boeing by Suppliers.
8. Customer's Indemnification of Boeing.
Customer 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
Customer 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 IFE/CCS, and
whether or not arising in tort or occasioned in whole or in part by
the negligence of Boeing. This indemnity will not apply with
respect to any nonconformance or defect caused solely by Boeing's
installation of the IFE/CCS.
9. Title and Risk of Loss.
Title and risk of loss of IFE/CCS equipment will remain with Boeing
until the Aircraft title is transferred to Customer.
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By /s/ X. X. XxXxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 2, 1999
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
Attachment A
Cabin Systems Equipment
The following Option/s/ describe/s/ the items of equipment
that under the terms and conditions of this Letter Agreement are
considered to be IFE/CCS. Final configuration will be based on
Customer acceptance of any or all options listed below.
Option Numbers and Titles
Option Numbers and Titles to be added based upon identification of
offerable options and completion of Cabin Systems In-Flight
Entertainment configuration discussions with Continental Airlines
and Boeing.
Attachment B
Project Manager
This Attachment B describes the functions that Boeing will perform
as Project Manager to support (i) the development and integration
of the IFE/CCS and (ii) the FAA certification of the IFE/CCS when
installed on the Aircraft.
1. Project Management
Boeing will perform the following functions for the IFE/CCS.
Boeing will have authority to make day-to-day management decisions,
and decisions on technical details which in Boeing's reasonable
opinion do not significantly affect form, fit, function, cost or
aesthetics. Boeing will be responsible for:
A. Managing the development of all program schedules;
B. Evaluating and approving Supplier's program management
and developmental plans;
C. Defining program metrics and status requirements;
D. Scheduling and conducting program status reviews;
E. Scheduling and conducting design and schedule reviews
with Customer and Suppliers;
F. Monitoring compliance with schedules;
G. Evaluating and approving any recovery plans or plan
revisions which may be required of either Suppliers or
Customer;
H. Leading the development of a joint IFE/CCS project
management plan (the Program Plan) and;
I. Managing the joint development of the System
Specification
2. System Integration
Boeing's performance as Project Manager will include the
functions of systems integrator (Systems Integrator). As Systems
Integrator Boeing will perform the following functions:
A. As required, assist Suppliers in defining their system
specifications for the IFE/CCS, approve such
specifications and develop an overall system
functional specification;
B. Coordinate Boeing, Customer and Supplier teams to
ensure sufficient Supplier and Supplier sub system
testing and an overall cabin system acceptance test
are included in the Program Plan; and
C. Organize and conduct technical coordination meetings
with Customer and Suppliers to review
responsibilities, functionality, Aircraft installation
requirements and overall program schedule, direction
and progress.
3. Seat Integration
A. Boeing will coordinate the interface requirements
between seat suppliers and Suppliers. Interface
requirements are defined in Boeing Document Nos. D6-
36230, "Passenger Seat Design and Installation"; D6-
36238, "Passenger Seat Structural Design and Interface
Criteria"; D222W232, "Seat Wiring and Control
Requirements"; and D222W013-4, "Seat Assembly
Functional Test Plan".
B. The Suppliers will be required to coordinate
integration testing and provide seat assembly
functional test procedures for seat electronic parts
to seat suppliers and Boeing, as determined by Boeing.
C. The Suppliers will assist the seat suppliers in the
preparation of seat assembly functional test plans.
Attachment C
CAL 767-200
Critical Impact Events
Events and dates to be added based upon completion of Cabin Systems In-Flight Entertaiment
configuration discussions between Continental Airlines and Boeing.
The Contingency Plan is the alternate course of action which will be implemented if the
critical decision date is not met or other course of action is not agreed to by Boeing and
Buyer. The critical impact events listed below are milestones which must be met by IFE and
BFE Seat Suppliers to achieve the in-sequence installation of the IFE. The Required Due
Dates in such tables are the dates on which Boeing begins to incur disruption costs. The
Critical Decision Dates are the dates after which the critical impact event cannot be
accomplished to maintain the delivery schedule and/or full system testing, certification or
installation. A meeting to discuss a recovery plan cost impact and/or an alternate course
of action will be held within one week of knowledge of delinquency or impending delinquency.
Event Required Critical Contingency Plan
Due Date Decision
Date
Cable routing data from Seat Suppliers to [CONFIDENTIAL IFE/Passenger Service System
Boeing and IFE Supplier MATERIAL OMITTED inoperative at Delivery
AND FILED SEPAR-
Seat abuse load test plan approval ATELY WITH THE Assess out-of-sequence charges
SECURITIES AND
Abuse load test hardware on-dock at EXCHANGE COMMIS- Assess out-of -sequence charges
seat supplier SION PURSUANT TO
A REQUEST FOR
Seat abuse load test conduct CONFIDENTIAL Deliver airplane without seats
TREATMENT] installed (zero passenger) or
assess out-of sequence charges
Attachment C (continued)
CAL 767-200
Critical Impact Events
IFE production hardware on-dock at seat [CONFIDENTIAL IFE inoperative at Delivery
supplier MATERIAL OMITTED
AND FILED SEPAR-
Seat abuse load test report approval ATELY WITH THE IFE locked out at Delivery
SECURITIES AND
Seats on-dock (complete and in-seat IFE EXCHANGE COMMIS- Deliver airplane without seats
installed hardware functionality tested) SION PURSUANT TO (zero passenger) or assess
at Boeing A REQUEST FOR additional out-of-sequence
CONFIDENTIAL charges
TREATMENT]
