UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission File Number 0-9781
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2099724
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(Address of principal executive offices)
(Zip Code)
713-834-2950
(Registrant's telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No _____
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No _____
_______________
As of July 19, 1996, 9,280,000 shares of Class A common stock and
46,636,026 shares of Class B common stock were outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
CONTINENTAL AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions of dollars, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Operating Revenue:
Passenger . . . . . . . $1,519 $1,355 $2,894 $2,595
Cargo, mail and other . 120 123 234 292
1,639 1,478 3,128 2,887
Operating Expenses:
Wages, salaries and
related costs. . . . . 378 357 742 723
Aircraft fuel . . . . . 180 168 357 337
Aircraft rentals. . . . 127 124 251 247
Commissions . . . . . . 137 131 263 250
Maintenance, materials
and repairs. . . . . . 119 101 231 198
Other rentals and
landing fees . . . . . 85 93 169 185
Depreciation and
amortization . . . . . 67 65 132 129
Other . . . . . . . . . 317 330 634 680
1,410 1,369 2,779 2,749
Operating Income . . . . 229 109 349 138
Nonoperating Income
(Expense):
Interest expense. . . . (42) (56) (89) (110)
Interest capitalized. . - 3 1 4
Interest income . . . . 10 8 19 13
Other, net. . . . . . . 9 117 21 108
(23) 72 (48) 15
Income before Income
Taxes and Minority
Interest. . . . . . . . 206 181 301 153
Income Tax Provision . . (32) (78) (33) (78)
</TABLE>
(continued on next page)
<TABLE>
CONTINENTAL AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions of dollars, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Income before Minority
Interest. . . . . . . . $ 174 $ 103 $ 268 $ 75
Minority Interest. . . . (1) (1) (2) (3)
Distributions on
Preferred Securities
of Trust. . . . . . . . (6) - (11) -
Net Income . . . . . . . 167 102 255 72
Preferred Dividend
Requirements and
Accretion to
Liquidation Value . . . (1) (2) (2) (3)
Income Applicable to
Common Shares . . . . . $ 166 $ 100 $ 253 $ 69
Earnings per Common
and Common Equivalent
Share . . . . . . . . . $ 2.53 $ 1.51 $ 3.90 $ 1.15
Earnings per Common
Share Assuming Full
Dilution. . . . . . . . $ 2.04 $ 1.49 $ 3.25 $ 1.10
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
<TABLE>
CONTINENTAL AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except for share data)
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents, including
restricted cash and cash equivalents
of $104 and $144, respectively . . . . . $ 825 $ 747
Accounts receivable, net. . . . . . . . . 461 351
Spare parts and supplies, net . . . . . . 162 127
Prepayments and other . . . . . . . . . . 79 90
Total current assets . . . . . . . . . . 1,527 1,315
Property and Equipment:
Owned property and equipment:
Flight equipment . . . . . . . . . . . . 1,115 1,107
Other. . . . . . . . . . . . . . . . . . 297 288
1,412 1,395
Less: Accumulated depreciation. . . . . 333 285
1,079 1,110
Purchase deposits for flight equipment 59 48
Capital leases:
Flight equipment. . . . . . . . . . . . . 410 394
Other . . . . . . . . . . . . . . . . . . 29 28
439 422
Less: Accumulated amortization . . . . . 141 119
298 303
Total property and equipment . . . . . . 1,436 1,461
Other Assets:
Routes, gates and slots, net. . . . . . . 1,502 1,531
Reorganization value in excess of
amounts allocable to identifiable
assets, net. . . . . . . . . . . . . . . 244 251
Investments . . . . . . . . . . . . . . . 135 163
Other assets, net . . . . . . . . . . . . 106 100
Total other assets . . . . . . . . . . . 1,987 2,045
Total Assets. . . . . . . . . . . . . . $4,950 $4,821
</TABLE>
(continued on next page)
<TABLE>
CONTINENTAL AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except for share data)
<CAPTION>
June 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
(Unaudited)
<S> <C> <C>
Current Liabilities:
Current maturities of long-term debt. . . $ 180 $ 163
Current maturities of capital leases. . . 60 58
Accounts payable. . . . . . . . . . . . . 596 617
Air traffic liability . . . . . . . . . . 762 579
Accrued payroll and pensions. . . . . . . 193 181
Accrued other liabilities . . . . . . . . 317 386
Total current liabilities. . . . . . . . 2,108 1,984
Long-Term Debt . . . . . . . . . . . . . . 1,163 1,352
Capital Leases . . . . . . . . . . . . . . 272 306
Deferred Credits and Other Long-Term
Liabilities:
Deferred income taxes . . . . . . . . . . 71 46
Deferred credit - aircraft operating
leases . . . . . . . . . . . . . . . . . 83 97
Accruals for aircraft retirements and
excess facilities. . . . . . . . . . . . 142 175
Other . . . . . . . . . . . . . . . . . . 244 246
Total deferred credits and other
long-term liabilities . . . . . . . . . 540 564
Commitments and Contingencies
Minority Interest. . . . . . . . . . . . . 28 27
Continental-Obligated Mandatorily
Redeemable Preferred Securities of
Subsidiary Trust Holding Solely
Convertible Subordinated Debentures (A) . 242 242
Redeemable Warrants. . . . . . . . . . . . 50 -
Redeemable Preferred Stock (aggregate
redemption value - $43 and $41,
respectively) . . . . . . . . . . . . . . 43 41
</TABLE>
(continued on next page)
<TABLE>
CONTINENTAL AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except for share data)
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
Common Stockholders' Equity:
Class A common stock - $.01 par,
50,000,000 shares authorized;
9,280,000 and 12,602,112 shares
issued and outstanding,
respectively . . . . . . . . . . . . . . $ - $ -
Class B common stock - $.01 par,
200,000,000 shares authorized;
46,631,326 and 42,856,548 shares
issued and outstanding, respectively . . - -
Additional paid-in capital . . . . . . . 686 733
Accumulated deficit . . . . . . . . . . . (173) (428)
Unvested portion of restricted stock. . . (7) (10)
Additional minimum pension liability. . . (8) (8)
Unrealized gain on marketable
equity securities. . . . . . . . . . . . 6 18
Total common stockholders' equity. . . . 504 305
Total Liabilities and Stockholders'
Equity . . . . . . . . . . . . . . . . $4,950 $4,821
</TABLE>
(A) The sole assets of the Trust are convertible subordinated
debentures with an aggregate principal amount of $250 million,
which bear interest at the rate of 8-1/2% per annum and mature
on December 1, 2020. Upon repayment, the Continental-
Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trust will be mandatorily redeemed.
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
<TABLE>
CONTINENTAL AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
<CAPTION>
Six Months
Ended June 30,
1996 1995
(Unaudited)
<S> <C> <C>
Net Cash Provided by Operating
Activities. . . . . . . . . . . . . . . $395 $166
Cash Flows from Investing Activities:
Proceeds from sale of America West
stock and warrants . . . . . . . . . . 32 -
Proceeds from disposition of property,
equipment and other assets . . . . . . 4 4
Proceeds from sale/leaseback
transaction. . . . . . . . . . . . . . 12 -
Capital expenditures, net of returned
purchase deposits in 1995. . . . . . . (96) (41)
Purchase deposits refunded in
connection with aircraft delivered . . 12 46
Proceeds from System One transactions . - 40
Net cash provided (used) by
investing activities. . . . . . . . . (36) 49
Cash Flows from Financing Activities:
Proceeds from issuance of long-term
debt, net. . . . . . . . . . . . . . . 241 8
Payments on long-term debt and
capital lease obligations. . . . . . . (516) (119)
Proceeds from issuance of common
stock. . . . . . . . . . . . . . . . . 5 2
Dividends paid on preferred securities
of trust . . . . . . . . . . . . . . . (11) -
Net cash used by financing activities. (281) (109)
Net Increase in Cash and
Cash Equivalents. . . . . . . . . . . . 78 106
Cash and Cash Equivalents - Beginning
of Period . . . . . . . . . . . . . . . 747 396
Cash and Cash Equivalents - End of
Period. . . . . . . . . . . . . . . . . $825 $502
</TABLE>
(continued on next page)
<TABLE>
CONTINENTAL AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
<CAPTION>
Six Months
Ended June 30,
1996 1995
(Unaudited)
<S> <C> <C>
Supplemental Cash Flow Information:
Interest paid . . . . . . . . . . . . . $ 85 $ 97
Income taxes paid . . . . . . . . . . . $ 1 $ 4
Investing and Financing Activities
Not Affecting Cash:
Property and equipment acquired
through the issuance of debt . . . . . $ 41 $ 9
Reclassification of accrued rent,
capital leases and interest to
long-term debt . . . . . . . . . . . . $ 10 $ 30
Capital lease obligations incurred. . . $ 2 $ 9
Financed purchase deposits for
flight equipment . . . . . . . . . . . $ 13 $ 5
Return of financed purchase deposits. . $ - $ 10
Reclassification of accrued
management fees to long-term debt. . . $ - $ 21
Investment in Amadeus . . . . . . . . . $ - $120
Reduction of debt in connection with
System One transactions. . . . . . . . $ - $ 42
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these statements.
CONTINENTAL AIRLINES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In the opinion of management, the unaudited consolidated financial
statements included herein contain all adjustments necessary to
present fairly the financial position, results of operations and
cash flows for the periods indicated. Such adjustments are of a
normal recurring nature. The accompanying consolidated financial
statements should be read in conjunction with the consolidated
financial statements and the notes thereto contained in the Annual
Report of Continental Airlines, Inc. (the "Company" or
"Continental") on Form 10-K, as amended, for the year ended
December 31, 1995.
NOTE 1 - STOCK SPLIT
On June 26, 1996, the Board of Directors of the Company declared a
two-for-one stock split (the "Stock Split") pursuant to which (a)
one share of the Company's Class A common stock, par value $.01 per
share ("Class A common stock"), was issued for each share of Class
A common stock outstanding on July 2, 1996 (the "Record Date") and
(b) one share of the Company's Class B common stock, par value $.01
per share ("Class B common stock"), was issued for each share of
Class B common stock outstanding on the Record Date. Shares
issuable pursuant to the Stock Split were distributed on or about
July 16, 1996. All share and earnings per share information for
prior periods has been adjusted for the Stock Split.
NOTE 2 - EARNINGS PER SHARE
The earnings per common share computations are based upon earnings
applicable to common shares and the average number of shares of
common stock, common stock equivalents (stock options, warrants and
restricted stock) and potentially dilutive securities (e.g.,
convertible securities) outstanding, as adjusted for the Stock
Split. The number of shares used in the primary earnings per share
computations for the three and six months ended June 30, 1996 was
65,621,986 and 64,845,570, respectively. The number of shares used
in the fully diluted earnings per share computations for the three
and six months ended June 30, 1996 was 83,972,375 and 81,299,724,
respectively. The number of shares used in both the primary and
fully diluted earnings per share computations for the three and six
months ended June 30, 1995 was 70,029,394 and 69,964,776,
respectively. Preferred stock dividend requirements, including
additional dividends on unpaid dividends and accretion to
redemption value, decreased net income for this computation by
approximately $1 million and $2 million for the three and six
months ended June 30, 1996, respectively, and $2 million and $3
million for the three and six months ended June 30, 1995,
respectively.
NOTE 3 - INCOME TAXES
Income taxes for the three and six months ended June 30, 1996 are
provided at the estimated effective tax rate, which differs from
the federal statutory rate of 35%, primarily due to net operating
losses ("NOLs") for which a tax benefit had not previously been
recorded, state and foreign income taxes and the effect of certain
expenses that are not deductible for income tax purposes.
Continental recognized the remainder of its previously unbenefitted
post reorganization NOLs during the second quarter of 1996. A
provision for taxes was recorded for the three and six months ended
June 30, 1995 related to the System One Information Management,
Inc. ("System One") transactions. No additional provision was
recorded since the Company had incurred NOLs for which a tax
benefit had not previously been recorded.
At December 31, 1995, the Company had NOL carryforwards of $2.5
billion for federal income tax purposes (of which $1.2 billion are
not subject to the limitations of Section 382 of the Internal
Revenue Code ("Section 382")) that will expire from 1995 through
2009 and investment tax credit carryforwards of $45 million that
will expire through 2001. As a result of the change in ownership
of the Company on April 27, 1993, the ultimate utilization of the
Company's NOLs and investment tax credits could be limited.
For financial reporting purposes, a valuation allowance has been
recognized to offset the deferred tax assets related to a portion
of the NOLs. The Company has considered prudent and feasible tax
planning strategies in assessing the need for the valuation
allowance. The Company initially assumed $194 million of benefit
attributable to such tax planning strategies. The Company
consummated the System One transactions, which had the effect of
realizing approximately $78 million of the built-in gains required
to be realized, and currently intends to consummate one or more
additional transactions. In the event the Company were to
determine in the future that any such tax planning strategies would
not be implemented, an adjustment to the net deferred tax liability
of up to $116 million would be charged to income in the period such
determination was made. In the event the Company recognizes
additional tax benefits related to NOLs and investment tax credit
carryforwards attributable to the Company's predecessor, which
include the accounts of Continental Airlines Holdings, Inc. and the
pre-reorganized Company, those benefits would be applied to reduce
reorganization value in excess of amounts allocable to identifiable
assets and other intangibles to zero, and thereafter as an addition
to paid-in capital.
NOTE 4 - OTHER
Financing Transactions
In the first and second quarters of 1996, the Company financed one
owned aircraft and exercised its right under 22 existing leveraged
aircraft leases to cause the owner/lessor's debt underlying these
leases to be refinanced. In connection with these financings, the
Company leased the aircraft through pass-through trusts ("Trusts")
rather than directly from the equipment provider to reduce
Continental's overall financing costs. The lower borrowing costs
obtained in the refinancing allowed Continental's operating lease
expense for the affected aircraft to be reduced by more than $17
million annually. In connection with the refinancing, Trusts were
created to hold new non-recourse equipment notes (with the
exception that equipment notes with respect to one owned aircraft
were issued by Continental). The Trusts issued pass-through
certificates representing interests in the equipment notes.
Inasmuch as (i) the owner/lessor has a substantial investment in
the aircraft, (ii) the pass-through certificates are secured by the
aircraft and an assignment of the corresponding leases and lease
rentals payable by Continental, and (iii) the pass-through
certificates are not direct obligations of, or guaranteed by,
Continental, the Trusts (and the corresponding debt and interest
expense) are not included in the accompanying consolidated
financial statements. Continental has both renewal options and
fair market value purchase options under the related aircraft
leases.
During January and February 1996, the Company repurchased or
redeemed without prepayment penalty the remaining amount of its
Series A convertible secured debentures for $125 million (including
payment-in-kind interest of $7 million).
In March 1996, Continental issued $230 million of 6-3/4%
convertible subordinated notes due April 15, 2006. The notes are
convertible into Class B common stock at an initial conversion
price of $30.195 per share (adjusted for the Stock Split). The
notes are redeemable at the option of the Company on or after April
15, 1999, at specified redemption prices.
In March 1996, Continental repaid $257 million of secured
indebtedness to General Electric Company and affiliates
(collectively, "GE") (of which $47 million was required as a result
of the convertible notes financing described above and the America
West Airlines, Inc. ("America West") stock sale (discussed below)
and $210 million was an optional prepayment), which eliminated
certain restrictive covenants.
In March 1996, Continental Express, Inc. ("Express") entered into
an agreement to acquire eight new ATR aircraft. As of July 1996,
three of these aircraft have been delivered. These aircraft will
be accounted for as operating leases when delivered. In
conjunction with the acquisition, in 1996, the Company will return
eight older ATR aircraft accounted for as capital leases.
Other
In February 1996, the Company sold approximately 1.4 million shares
of its 1.8 million shares of America West common stock in an
underwritten public offering realizing net proceeds of
approximately $25 million and recognizing a gain of $12.5 million.
In addition, in May 1996, the Company sold all of its 802,860
America West warrants held, realizing net proceeds of $7 million
and recognizing a gain of $5 million. The gains are included in
other nonoperating income. The Company now owns approximately 1.0%
of the equity interest and 7.9% of the voting power of America
West.
On June 26, 1996, the stockholders of the Company approved an
amendment to the Company's 1994 Incentive Equity Plan (the
"Incentive Plan") which increased the maximum number of shares of
Class B common stock that may be issued under the Incentive Plan
from 6,000,000 to 9,000,000 shares, in the aggregate, on a post-
Stock Split basis.
NOTE 5 - RELATED PARTY TRANSACTIONS
In May 1996, the Company entered into an agreement with Air
Partners, L.P. ("Air Partners") for the sale by Air Partners to the
Company from time to time, at Air Partners' election, for the one-
year period beginning August 15, 1996, of up to an aggregate of $50
million in intrinsic value (based on the then-current Class B
common stock price minus exercise price) of Air Partners' Class B
warrants. The purchase price would be payable in cash. The Board
of Directors has authorized the Company to publicly issue up to $50
million of Class B common stock in connection with any such
purchase. In connection with this agreement, the Company has
reclassified $50 million from common equity to redeemable warrants.
On May 14, 1996, Air Canada exchanged 1,661,056 shares of Class A
common stock for 1,661,056 shares of Class B common stock (on a
pre-Stock Split basis) pursuant to certain rights granted to it
under the Company's Certificate of Incorporation.
See Item 5. "Other Information" for certain information with
respect to changes in Air Partners' and Air Canada's beneficial
ownership of the Company's common stock.
In connection with the Company's $320 million secured term loan
financing (see Note 6), Continental Micronesia, Inc. ("CMI"), a
91%-owned subsidiary of Continental, paid its 9% minority interest
holder, United Micronesia Development Association, Inc., a dividend
of approximately $13 million.
NOTE 6 - SUBSEQUENT EVENTS
On July 2, 1996, the Company announced its plan to expand its gates
and related facilities in Terminal B as well as planned
improvements at Terminal C at Continental's Houston
Intercontinental Airport hub. The expansion is expected to cost
approximately $115 million, which the Company expects will be
funded principally by the issuance of tax-exempt debt by the
applicable municipal authority. In connection therewith, the
Company expects to enter into long-term leases (or amendments to
existing leases) with the applicable municipal authority containing
rental payments sufficient to service the related tax-exempt debt.
On July 22, 1996, CMI consummated a $320 million secured term loan
financing with a group of banks and other financial institutions.
The loan was made in two tranches - a $180 million five-year
amortizing term loan and a $140 million seven-year amortization
extended loan. The loan is secured by the stock of CMI and
substantially all of its unencumbered assets, consisting primarily
of CMI's route authorities, and is guaranteed by Continental and
Air Micronesia, Inc. ("AMI"), CMI's parent company.
CMI used the net proceeds of the financing to prepay $160 million
in principal amount of indebtedness to GE and to pay transaction
costs, and Continental used the $136 million in proceeds received
by it as an indirect dividend from CMI, together with approximately
$28 million in cash on hand, to prepay $164 million in principal
amount of indebtedness to GE. In connection with the prepayment,
Continental will take a $6 million after tax extraordinary charge
to consolidated earnings relating to early extinguishment of debt
in the third quarter of 1996.
The bank financing is expected to reduce interest expense by $6
million in the first year, based on current rates. The bank
financing does not contain any restrictive covenants at the
Continental parent level, and none of the assets of the parent
company (other than its stock in AMI) is pledged in connection with
the financing. Accordingly, this transaction frees up over $1
billion of collateral at Continental Airlines which was previously
pledged under the terms of the GE debt agreements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following discussion provides an analysis of the Company's
results of operations and reasons for material changes therein for
the three and six months ended June 30, 1996 as compared to the
three and six months ended June 30, 1995.
The following discussion may contain forward-looking statements.
In connection therewith, please see the risk factors set forth in
the Company's Form 10-K, as amended, for the year ended December
31, 1995 and in the Company's registration statements filed with
the Securities and Exchange Commission under the Securities Act of
1933, as amended, since December 31, 1995. The risk factors set
forth on pages 6 through 9 of the Company's registration statement
on Form S-3 (Registration No. 333-04601) are hereby incorporated by
reference.
Comparison of Three Months Ended June 30, 1996 to Three Months
Ended June 30, 1995
The Company recorded consolidated net income of $167 million and
$102 million for the three months ended June 30, 1996 and 1995,
respectively. Continental's financial and operating performance
improved significantly in the second quarter of 1996 compared to
the second quarter of 1995, reflecting, among other things,
continued implementation of the Company's strategic program to
enhance the fundamentals of its operations, rationalize capacity
(including the elimination of "Continental Lite" operations -- a
network of short-haul, no-frills, low-fare flights), improve
customer service and employee relations and strengthen
Continental's balance sheet and liquidity. In addition, management
believes that the Company benefitted significantly from the
expiration of the aviation trust fund tax (the "ticket tax") on
December 31, 1995, although the amount of any such benefit directly
resulting from the expiration of the ticket tax cannot be precisely
determined. Legislation is currently pending in the United States
Congress which, if adopted, would reimpose a ticket tax for some
period of time. Management believes that the reimposition of the
ticket tax will have a negative impact on the Company, although the
amount directly resulting from the reimposition of the ticket tax
cannot be precisely determined.
A decrease in capacity of 0.2%, combined with a 2.6% increase in
traffic, produced a 1.9 percentage point increase in load factor to
69.5%. This higher load factor, combined with an 8.3% increase in
the average yield per revenue passenger mile, contributed to a
12.1% increase in passenger revenue to $1.5 billion.
Cargo, mail and other revenue decreased 2.4%, $3 million, in the
three months ended June 30, 1996 as compared to the same period in
the prior year, principally as a result of the System One
transactions (which were effective April 27, 1995). This decrease
was partially offset by an increase in other revenue primarily
resulting from a wet lease agreement with Alitalia Linee Aeree
Italiane S.p.a. ("Alitalia Airlines"), an increase in charter
revenue related to military charters and an agreement with DHL
International to operate a sorting and distribution hub.
Wages, salaries and related costs increased 5.9%, $21 million,
during the quarter ended June 30, 1996 as compared to the same
period in 1995, primarily due to an increase in employee profit
sharing accruals and the payment of bonuses for on-time airline
performance.
Aircraft fuel expense increased 7.1%, $12 million, in the three
months ended June 30, 1996 as compared to the same period in the
prior year. The average price per gallon increased 6.1% from
54.51 cents in the second quarter of 1995 to 57.81 cents in the
second quarter of 1996. The Company realized $15 million of
hedging gains in the second quarter of 1996.
Aircraft rentals increased 2.4%, $3 million, for the three months
ended June 30, 1996 compared to the same period in 1995, primarily
as a result of the delivery of new aircraft throughout 1996. Such
increase was partially offset by retirements and groundings of
certain leased aircraft.
Commissions expense increased 4.6%, $6 million, in the quarter
ended June 30, 1996 as compared to the same period in the prior
year, primarily due to increased passenger revenue, offset by a
decrease in the percentage of commissionable revenue.
Maintenance, materials and repairs increased 17.8%, $18 million,
during the quarter ended June 30, 1996 as compared to the same
period in 1995, due principally to the volume and timing of engine
overhauls as part of the Company's ongoing maintenance program.
Other rentals and landing fees decreased 8.6%, $8 million, for the
three months ended June 30, 1996 compared to the same period in
1995, principally due to reduced facility rentals and landing fees
resulting from capacity reductions.
Other operating expense decreased 3.9%, $13 million, in the three
months ended June 30, 1996 as compared to the same period in the
prior year, primarily as a result of the System One transactions
(which were effective April 27, 1995) coupled with decreases in
advertising expense and other miscellaneous expense.
Interest expense decreased 25.0%, $14 million, during the three
months ended June 30, 1996 as compared to the same period in 1995,
primarily due to principal reductions of long-term debt and capital
lease obligations and the reduced accretion of deferred credits
recorded in connection with the Company's adjustment of operating
leases to fair market value as of April 27, 1993.
Interest income increased 25.0%, $2 million, in the second quarter
of 1996 compared to the same period in the prior year, principally
due to an increase in the average interest rate earned on
investments coupled with an increase in the average invested
balance of cash and cash equivalents.
The Company's other nonoperating income (expense) in the quarter
ended June 30, 1996 included a $5 million gain related to the sale
of the America West warrants, as well as foreign currency gains
(primarily related to the Japanese yen). Other nonoperating income
(expense) in the second quarter of 1995 consisted primarily of a
pre-tax gain of $108 million from the System One transactions.
The income tax provision for the three months ended June 30, 1996
of $32 million consists of federal, state and foreign income taxes.
During the second quarter of 1996, the Company fully utilized
previously unbenefitted post reorganization NOLs and began accruing
income tax expense. A provision for federal income taxes was
recorded for the three months ended June 30, 1995 related to the
System One transactions. No additional provision was recorded due
to the previously incurred NOLs for which a tax benefit had not
previously been recorded.
Comparison of Six Months Ended June 30, 1996 to Six Months Ended
June 30, 1995
The Company recorded consolidated net income of $255 million and
$72 million for the six months ended June 30, 1996 and 1995,
respectively.
Implementation of the Company's route realignment and capacity
rationalization initiatives reduced capacity by 4.7% in the first
six months of 1996 as compared to the same period in 1995. This
decrease in capacity, combined with a 2.3% increase in traffic,
produced a 4.7 percentage point increase in load factor to 68.3%.
This higher load factor, combined with a 7.9% increase in the
average yield per revenue passenger mile, contributed to an 11.5%
increase in passenger revenue to $2.9 billion despite the decreased
capacity.
Cargo, mail and other revenue decreased 19.9%, $58 million, in the
six months ended June 30, 1996 as compared to the same period in
the prior year, principally as a result of the System One
transactions (which were effective April 27, 1995). Partially
offsetting such decrease was an increase in other revenue resulting
from a wet lease agreement with Alitalia Airlines.
Wages, salaries and related costs increased 2.6%, $19 million,
during the six months ended June 30, 1996 as compared to the same
period in 1995, primarily due to an increase in employee profit
sharing accruals and the payment of bonuses for on-time airline
performance, offset by a reduction in the average number of full-
time equivalent employees.
Aircraft fuel expense increased 5.9%, $20 million, in the six
months ended June 30, 1996 as compared to the same period in the
prior year. The average price per gallon increased 9.4% from
53.54 cents in the first six months of 1995 to 58.55 cents in the
first six months of 1996. Such increase was offset in part by a
3.4% decrease in the quantity of jet fuel used from 612 million
gallons in the first six months of 1995 to 591 million gallons in
the first six months of 1996, principally reflecting capacity
reductions and increased stage lengths. The Company realized $21
million of hedging gains in the six months ended June 30, 1996.
Commissions expense increased 5.2%, $13 million, in the six months
ended June 30, 1996 as compared to the same period in the prior
year, primarily due to increased passenger revenue, partially
offset by a decrease in the percentage of commissionable revenue.
Maintenance, materials and repairs increased 16.7%, $33 million,
during the six months ended June 30, 1996 as compared to the same
period in 1995, principally due to the volume and timing of engine
overhauls as part of the Company's ongoing maintenance program.
Other rentals and landing fees decreased 8.6%, $16 million, for the
six months ended June 30, 1996 compared to the same period in 1995,
principally due to reduced facility rentals and landing fees
resulting from capacity reductions.
Other operating expense decreased 6.8%, $46 million, in the six
months ended June 30, 1996 as compared to the same period in the
prior year, primarily as a result of the System One transactions
(which were effective April 27, 1995) coupled with decreases in
advertising expense and other miscellaneous expense.
Interest expense decreased 19.1%, $21 million, during the six
months ended June 30, 1996 as compared to the same period in 1995,
primarily due to principal reductions of long-term debt and capital
lease obligations and the reduced accretion of deferred credits
recorded in connection with the Company's adjustment of operating
leases to fair market value as of April 27, 1993.
Interest income increased 46.2%, $6 million, in the first six
months of 1996 compared to the same period in the prior year,
principally due to an increase in the average interest rate earned
on investments coupled with an increase in the average invested
balance of cash and cash equivalents.
The Company's other nonoperating income (expense) in the six months
ended June 30, 1996 included a $12.5 million gain related to the
sale of approximately 1.4 million shares of America West common
stock (19 cents and 15 cents per primary and fully diluted share,
respectively), a $5 million gain related to the sale of the America
West warrants, and foreign currency gains (primarily related to the
Japanese yen). Other nonoperating income (expense) in the first
six months of 1995 consisted of a pre-tax gain of $108 million from
the System One transactions.
The income tax provision for the six months ended June 30, 1996 of
$33 million consists of federal, state and foreign income taxes.
During the second quarter of 1996, the Company fully utilized
previously unbenefitted post reorganization NOLs, and began
accruing income tax expense. A provision for federal income taxes
was recorded for the six months ended June 30, 1995 related to the
System One transactions. No additional provision was recorded due
to the previously incurred NOLs for which a tax benefit had not
previously been recorded.
An analysis of statistical information for Continental's jet
operations for the periods indicated is as follows:
<TABLE>
<CAPTION>
Three Months Ended Net
June 30, Increase/
1996 1995 (Decrease)
<S> <C> <C> <C>
Revenue passenger miles
(millions) (a). . . . . . . . . .10,527 10,259 2.6 %
Available seat miles
(millions) (b). . . . . . . . . .15,152 15,180 (0.2)%
Block hours (thousands) (c). . . . 279 270 3.3 %
Passenger load factor (d). . . . . 69.5% 67.6% 1.9 pts.
Breakeven passenger load
factor (e). . . . . . . . . . . . 59.4% 62.5% (3.1) pts.
Passenger revenue per available
seat mile (cents) (f) . . . . . . 9.35 8.40 11.3 %
Total revenue per available
seat mile (cents) (g) . . . . . . 10.23 9.18 11.4 %
Operating cost per available
seat mile (cents) (h) . . . . . . 8.81 8.48 3.9 %
Operating cost per block hour . .$4,782 $4,777 0.1 %
Average yield per revenue
passenger mile (cents) (i). . . . 13.46 12.43 8.3 %
Average fare per revenue
passenger . . . . . . . . . . . .$144.55 $130.66 10.6 %
Revenue passengers (thousands) . . 9,799 9,761 0.4 %
Average length of aircraft
flight (miles). . . . . . . . . . 888 834 6.5 %
Average daily utilization of
each aircraft (hours) (j) . . . . 9:48 9:19 5.2 %
Actual aircraft in fleet at
end of period (k) . . . . . . . . 317 317 -
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended Net
June 30, Increase/
1996 1995 (Decrease)
<S> <C> <C> <C>
Revenue passenger miles
(millions) (a). . . . . . . . . .20,279 19,820 2.3 %
Available seat miles
(millions) (b). . . . . . . . . .29,703 31,183 (4.7)%
Block hours (thousands) (c). . . . 549 551 (0.4)%
Passenger load factor (d). . . . . 68.3% 63.6% 4.7 pts.
Breakeven passenger load
factor (e). . . . . . . . . . . . 60.2% 60.3% (0.1) pts.
Passenger revenue per available
seat mile (cents) (f) . . . . . . 9.13 7.87 16.0 %
Total revenue per available
seat mile (cents) (g) . . . . . . 10.00 8.65 15.6 %
Operating cost per available
seat mile (cents) (h) . . . . . . 8.86 8.18 8.3 %
Operating cost per block hour . .$4,794 $4,639 3.3 %
Average yield per revenue
passenger mile (cents) (i). . . . 13.37 12.39 7.9 %
Average fare per revenue
passenger . . . . . . . . . . . .$143.59 $129.90 10.5 %
Revenue passengers (thousands) . .18,886 18,902 (0.1)%
Average length of aircraft
flight (miles). . . . . . . . . . 882 818 7.8 %
Average daily utilization of
each aircraft (hours) (j) . . . . 9:42 9:27 2.6 %
Actual aircraft in fleet at
end of period (k) . . . . . . . . 317 317 -
</TABLE>
(a) The number of scheduled miles flown by revenue passengers.
(b) The number of seats available for passengers multiplied by the
number of scheduled miles those seats are flown.
(c) The number of hours an aircraft is operated in revenue service
from gate-to-gate.
(d) Revenue passenger miles divided by available seat miles.
(e) The percentage of seats that must be occupied by revenue
passengers in order for the airline to break even on an income
before income taxes basis, excluding nonrecurring charges,
nonoperating items and other special items.
(f) Passenger revenue divided by available seat miles.
(g) Total revenue divided by available seat miles.
(h) Operating expenses divided by available seat miles.
(i) The average revenue received for each mile a revenue passenger
is carried.
(j) The average block hours flown per day in revenue service per
aircraft.
(k) 1996 includes four all cargo 727 aircraft at CMI.
LIQUIDITY AND CAPITAL COMMITMENTS
In the first half of 1996, the Company completed a number of
transactions intended to strengthen its long-term financial
position and enhance earnings. During January and February,
Continental repurchased or redeemed without prepayment penalty the
remaining amount of its Series A convertible secured debentures for
$125 million (including payment-in-kind interest of $7 million).
In February, Continental sold approximately 1.4 of the 1.8 million
shares it owned in America West, realizing net proceeds of
approximately $25 million and recognizing a gain of approximately
$12.5 million. In addition, in May, Continental sold all of its
802,860 America West warrants held, realizing proceeds of
approximately $7 million and recognizing a gain of $5 million. On
March 26, Continental issued $230 million of 6-3/4% convertible
subordinated notes. The net proceeds from this offering and from
the America West stock sale, as well as cash on hand, were used for
the repayment of certain outstanding GE indebtedness totaling $257
million (of which $47 million was required as a result of the
convertible notes financing and the America West stock sale and
$210 million was an optional prepayment). In the first and second
quarter, the Company financed one owned aircraft and exercised its
right under 22 existing leveraged aircraft leases to cause the
owner/lessor's debt underlying these leases to be refinanced. The
lower borrowing costs obtained in the refinancing allowed
Continental's operating lease expense for the affected aircraft to
be reduced by more than $17 million annually. In July, CMI
consummated a $320 million secured term loan financing with a group
of banks and other financial institutions. Continental and CMI
have used the net proceeds, together with available cash, to prepay
approximately $324 million in principal amount of GE indebtedness.
The bank financing is expected to reduce interest expense by $6
million in the first year, based on current rates. The bank
financing does not contain any restrictive covenants at the
Continental parent level, and none of the assets of the parent
company (other than its stock in AMI) is pledged in connection with
the financing. Accordingly, this transaction frees up over $1
billion of collateral at Continental Airlines which was previously
pledged under the terms of the GE debt agreements. See Note 6.
As a result of NOLs, the Company will not pay United States federal
income taxes (other than alternative minimum tax) until it has
recorded approximately an additional $1.2 billion of taxable income
following December 31, 1995. Section 382 imposes limitations on a
corporation's ability to utilize NOLs if it experiences an
"ownership change". In general terms, an ownership change may
result from transactions increasing the ownership of certain
stockholders in the stock of a corporation by more than 50
percentage points over a three-year period. The sale of the
Company's common stock in a secondary offering (see Item 5. "Other
Information") gave rise to an increase in percentage ownership by
certain stockholders for this purpose. The Company believes that
such percentage increase will not give rise to an ownership change
under Section 382 as a result of the secondary offering. However,
no assurance can be given that future transactions, whether within
or outside the control of the Company, will not cause a change in
ownership, thereby substantially limiting the potential utilization
of the NOLs in a given future year. In the event that an ownership
change should occur, utilization of Continental's NOLs would be
subject to an annual limitation under Section 382 determined by
multiplying the value of the Company's stock (including both common
and preferred stock) at the time of the ownership change by the
applicable long-term tax exempt rate (which is 5.78% for June
1996). Unused annual limitation may be carried over to later
years, and the amount of the limitation may under certain
circumstances be increased by the built-in gains in assets held by
the Company at the time of the change that are recognized in the
five-year period after the change. Under current conditions, if an
ownership change were to occur, Continental's NOL utilization would
be limited to approximately $100 million per year.
At June 30, 1996, the Company had firm commitments with The Boeing
Company ("Boeing") to take delivery of 43 new jet aircraft during
the years 1997 through 2002 with an estimated aggregate cost of
$2.6 billion. Subsequently, the Company amended the terms of its
commitments with Boeing to take delivery of a total of 61 jet
aircraft during the years 1997 through 2003 with options for an
additional 23 aircraft. The estimated aggregate cost of these
aircraft is $2.7 billion. These amendments changed the aircraft
mix and timing of delivery of aircraft, in order to more closely
match Continental's anticipated future aircraft needs. In
addition, the Company took delivery of three Beech 1900-D aircraft
in the second quarter of 1996 and an additional four such aircraft
are scheduled to be delivered later in 1996. The Company currently
anticipates that the firm financing commitments available to it
with respect to its acquisition of new aircraft from Boeing and
Beech Acceptance Corporation will be sufficient to fund all new
aircraft deliveries scheduled during 1996, and that it will have
remaining financing commitments from aircraft manufacturers of
$676 million for jet aircraft deliveries beyond 1996. The Company
has also entered into letters of intent with several outside
parties to lease three DC10-30 aircraft and to purchase three DC10-
30's. These six aircraft are expected to be delivered by mid-year
1997, and the Company expects to finance the aircraft to be
purchased from available cash or from third party sources.
In addition, in March 1996, Express entered into an agreement to
acquire eight new ATR aircraft that are expected to be placed into
service during 1996. As of July 1996, three of these aircraft have
been delivered. The aircraft will be accounted for as operating
leases. In conjunction with the acquisition, in 1996, the Company
will return eight older ATR aircraft accounted for as capital
leases. Express is also in discussions with aircraft manufacturers
regarding the leasing by Express of regional jet aircraft, which
the Company anticipates would be accounted for as operating leases.
Continental expects its cash outlays for 1996 capital expenditures,
exclusive of aircraft acquisitions, to aggregate $120 million
primarily relating to mainframe, software application and
automation infrastructure projects, aircraft modifications and
mandatory maintenance projects, passenger terminal facility
improvements and office, maintenance, telecommunications and ground
equipment. Continental's capital expenditures during the six
months ended June 30, 1996, aggregated $55 million, exclusive of
aircraft acquisitions.
The Company expects to fund its 1996 and future capital commitments
through internally generated funds, together with general Company
financings and aircraft financing transactions. However, there can
be no assurance that sufficient financing will be available for all
aircraft and other capital expenditures not covered by firm
financing commitments.
In July 1996, the Company announced its plan to expand its gates
and related facilities in Terminal B as well as planned
improvements at Terminal C at Continental's Houston
Intercontinental Airport hub. The expansion is expected to cost
approximately $115 million, which the Company expects will be
funded principally by the issuance of tax-exempt debt by the
applicable municipal authority. In connection therewith, the
Company expects to enter into long-term leases (or amendments to
existing leases) with the applicable municipal authority containing
rental payments sufficient to service the related tax-exempt debt.
As of June 30, 1996, the Company had $825 million in cash and cash
equivalents, compared to $747 million as of December 31, 1995. Net
cash provided by operating activities increased $229 million during
the six months ended June 30, 1996 compared to the same period in
the prior year principally due to earnings improvement. Net cash
used by investing activities for the six months ended June 30, 1996
compared to the same period in the prior year increased $85
million, primarily as a result of higher capital expenditures in
1996, slightly offset by proceeds received from the sale of (i)
approximately 1.4 million shares of Continental's America West
stock and (ii) all of Continental's America West warrants. Net
cash used by financing activities increased $172 million primarily
due to the repayment of long-term debt, using in part the proceeds
received from the issuance of the 6-3/4% convertible subordinated
notes.
Continental does not have general lines of credit and has
significant encumbered assets.
Approximately $104 million and $144 million of cash and cash
equivalents at June 30, 1996 and December 31, 1995, respectively,
were held in restricted arrangements relating primarily to workers'
compensation claims and in accordance with the terms of certain
other agreements. The $320 million financing consummated by CMI in
July 1996 contains significant financial covenants relating to CMI,
including maintenance of a minimum fixed charge coverage ratio, a
minimum consolidated net worth and minimum liquidity, and covenants
restricting CMI's leverage, its incurrence of certain indebtedness
and its pledge of assets. The financial covenants also limit the
ability of CMI to pay dividends to Continental.
The Company has entered into petroleum option contracts to provide
some short-term protection against a sharp increase in jet fuel
prices, and CMI has entered into average rate option contracts to
hedge a portion of its Japanese yen-denominated ticket sales
against a significant depreciation in the value of the yen versus
the United States dollar. The petroleum option contracts generally
cover the Company's forecasted jet fuel needs for approximately six
months, and the average rate option contracts cover a portion of
CMI's yen-denominated ticket sales for the next three to nine
months. At June 30, 1996, the Company had petroleum option
contracts outstanding with an aggregate notional value of
$324 million and CMI had average rate option contracts outstanding
with a contract value of $109 million. At June 30, 1996, the
carrying value of the option contracts was immaterial. The Company
and CMI are exposed to credit loss in the event of nonperformance
by the counterparties on the option contracts; however, management
does not anticipate nonperformance by these counterparties. The
amount of such exposure is generally the unrealized gains, if any,
on such option contracts.
The International Association of Machinists and Aerospace Workers
("IAM") representing the Company's Continental Airlines unit flight
attendants recently ratified a three and one-half year collective
bargaining agreement providing for base wage increases in each year
of the contract, a one-time adjustment to certain base wage scales
as an equitable adjustment, an increase in per diem payments and
other matters, including productivity improvements. In addition,
effective July 1, 1996, Continental implemented pay increases for
substantially all of its non-unionized employees as part of a
three-year plan to increase base wages to be more comparable to
industry wages. The Company anticipates that the pay increases for
Continental's flight attendants and its non-unionized employees
will result in a cumulative increase in wages, salaries and related
costs (assuming no change in the Company's operations) of $137
million through 1999 (approximately $30 million through the
remainder of 1996, $67 million through 1997, $107 million through
1998 and $137 million through 1999). In addition, under the
Company's existing collective bargaining agreement with the union
representing its jet pilots, those pilots received a 13.5% wage
increase on July 1, 1996 and will receive a 5% wage increase on
June 30, 1997. The Company anticipates that it will be able to
offset a significant portion of these wage and other cost increases
with increased labor productivity, reduced interest and lease
expenses, reduced distribution costs and other cost savings.
Management also believes that the Company's costs are likely to be
affected in 1996 by (i) higher aircraft rental expense as new
aircraft are delivered, (ii) changes in the costs of materials and
services (in particular, the cost of fuel, which can fluctuate
significantly in response to global market conditions),
(iii) changes in governmental regulations and taxes affecting air
transportation and the costs charged for airport access,
(iv) changes in the Company's fleet and related capacity and
(v) the Company's continuing efforts to reduce costs throughout its
operations, including reduced maintenance costs with new aircraft,
reduced distribution expense from using E-Ticket and the Internet
for bookings and reduced interest expense.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On December 3, 1990, the Company owned 77 aircraft and 81 spare
engines (in four collateral pools) securing debt evidenced by
equipment trust certificates. The trustees for the four
collateral pools moved in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") for "adequate
protection" payments under Sections 361 and 363 of the federal
bankruptcy code for the Company's retention and use of the
aircraft and engines after December 3, 1990, including
postpetition claims for the alleged decline in market value of
the aircraft and engines after December 3, 1990 and claims for
deterioration in the condition of the aircraft and engines in
the same period. The Bankruptcy Court rejected the adequate
protection claims that alleged market value decline. Prior to
April 16, 1993, the Company settled all of the adequate
protection claims of the trustees, except for a claim of
approximately $117 million for alleged market value decline of
29 aircraft and 81 spare engines in the fourth collateral pool.
On April 16, 1993, the Bankruptcy Court rejected the market
value decline claims of the trustees for the fourth collateral
pool in their entirety and incorporated those findings into its
order confirming the Plan of Reorganization. The trustees for
the fourth collateral pool appealed from these orders, but
failed to obtain a stay pending appeal. The Company opposed
these appeals on the merits and sought dismissal of the appeals
on the grounds they were made moot by the substantial
consummation of the Plan of Reorganization. The United States
District Court for the District of Delaware (the "District
Court") dismissed the appeals as moot, and the trustees appealed
to the Third Circuit Court of Appeals (the "Third Circuit")
seeking review of the District Court's mootness determination
and the Bankruptcy Court's finding on the merits. The Third
Circuit affirmed the District Court's dismissal in February
1996, but subsequently granted a rehearing en banc on May 14,
1996. The Company is still awaiting a decision from the en banc
rehearing by the Third Circuit. The Company does not believe
that the foregoing matter will have a material adverse effect on
the Company.
ITEM 2. CHANGES IN SECURITIES.
On June 26, 1996, at the Company's annual meeting of
stockholders (the "Annual Meeting"), the Company's stockholders
approved changes proposed by the Company to its Certificate of
Incorporation, which together with amendments to the Company's
Bylaws previously approved by the Company's Board of Directors
(collectively, the "Amendments"), generally eliminate special
classes of directors (except for Air Partners' right to elect
one-third of the directors in certain circumstances as described
below) and supermajority provisions, and make a variety of other
modifications aimed at streamlining the Company's corporate
governance structure. The amendments to the Company's
Certificate of Incorporation included elimination of Class C
common stock, $.01 par value (the "Class C common stock"), of
the Company as an authorized class of capital stock and changed
the rights of holders of Class D common stock, $.01 par value
(the "Class D common stock"), with respect to election of
directors - holders of Class D common stock are now entitled to
elect one-third of the directors. Pursuant to the Certificate
of Incorporation, Class D common stock is solely issuable to Air
Partners and certain of its affiliates. There is currently no
Class D common stock outstanding. The Amendments, as a whole,
reflect the reduction of Air Canada's equity interest in the
Company and the decision of the former directors designated by
Air Canada not to stand for reelection, along with the
expiration of various provisions of the Company's Certificate of
Incorporation and Bylaws specifically included at the time of
the Company's reorganization in 1993.
The Amendments also provide that, at any time after January 1,
1997, shares of Class A common stock will become freely
convertible into an equal number of shares of Class B common
stock. Under agreements put in place at the time of the
Company's reorganization in 1993, and designed in part to ensure
compliance with the foreign ownership limitations applicable to
United States air carriers in light of the substantial stake in
the Company then held by Air Canada, holders of Class A common
stock were not permitted under the Company's Certificate of
Incorporation to convert their shares to Class B common stock.
In recent periods, the market price of Class A common stock has
generally been below the market price of Class B common stock,
which the Company believes is attributable in part to the
reduced liquidity present in the trading market for Class A
common stock. A number of Class A common stockholders requested
that the Company provide for free convertibility of Class A
common stock into Class B common stock, and in light of the
reduction of Air Canada's equity stake, the Company determined
that the restriction was no longer necessary. Any such
conversion would effectively increase the relative voting power
of those Class A common stockholders who do not convert.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's Annual Meeting of Stockholders was held on June
26, 1996. The following individuals were elected to the
Company's Board of Directors to hold office for the ensuing
year:
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
<S> <C> <C>
Thomas J. Barrack, Jr. 77,374,763 34,174
Gordon M. Bethune 77,373,754 35,183
David Bonderman 77,373,628 35,309
Gregory D. Brenneman 77,373,665 35,272
Patrick Foley 77,373,812 35,125
Douglas H. McCorkindale 77,373,812 35,125
George G. C. Parker 77,373,691 35,246
Richard W. Pogue 77,373,812 35,125
William S. Price III 77,373,812 35,125
Donald L. Sturm 77,373,812 35,125
Karen Hastie Williams 77,373,812 35,125
Charles A. Yamarone 77,374,025 34,912
</TABLE>
An amendment to the Company's 1994 Incentive Equity Plan (the
"Incentive Plan") was proposed to (i) increase the number of
shares of Class B common stock covered by the Incentive Plan by
3,000,000 shares (from 6,000,000 to 9,000,000 on a post-Stock
Split basis) and (ii) amend the provisions of the Incentive Plan
relating to a "Change in Control", and was voted on by the
stockholders as follows:
Votes Votes Broker
Votes For Against Abstaining Non-Votes
59,666,954 4,995,621 228,601 12,517,761
A proposal to adopt the Executive Bonus Program to attract and
retain key officers of the Company and to compensate such
officers based on performance goals consisting of achievement of
cumulative quarterly net income targets of the Company contained
in the annual financial plan of the Company prior to and for the
applicable fiscal year was voted on by the stockholders as
follows:
Votes Votes Broker
Votes For Against Abstaining Non-Votes
76,738,079 438,196 232,662 -0-
A proposal to amend and restate the Company's Restated
Certificate of Incorporation was proposed to (i) increase the
total number of shares of Class B common stock authorized for
issuance by 100 million shares, (ii) eliminate the 50 million
shares of Class C common stock currently authorized for
issuance, (iii) permit shares of Class A common stock to be
converted into shares of Class B common stock, (iv) delete the
requirement that the Board of Directors be comprised of 18
members, (v) delete the supermajority voting requirements, (vi)
delete the requirement that the Board of Directors receive a
"fairness opinion" from an independent investment banking firm
when considering mergers or similar corporate transactions,
(vii) delete anti-dilution rights held by Air Canada and provide
appropriate adjustment of the purchase price relating to Air
Partner's antidilution rights in the event of a stock split,
stock dividend or similar transaction, and (viii) delete the
prohibition on the issuance by the Company of any non-voting
equity securities which was part of the Company's reorganization
in 1993, was voted on by the stockholders as follows:
Votes Votes Broker
Votes For Against Abstaining Non-Votes
64,418,204 257,205 215,767 12,517,761
A proposal to ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1996 was voted on by the stockholders as follows:
Votes Votes Broker
Votes For Against Abstaining Non-Votes
77,352,170 30,828 25,939 -0-
ITEM 5. OTHER INFORMATION.
On April 19, 1996, the Company's Board of Directors approved
certain agreements (the "Agreements") with its two major
stockholders, Air Canada and Air Partners. The Agreements
contain a variety of arrangements intended generally to reflect
the intention that Air Canada has expressed to the Company of
divesting its investment in Continental by early 1997, subject
to market conditions. Air Canada has indicated to the Company
that its original investment in Continental has become less
central to Air Canada in light of other initiatives it has
undertaken - particularly expansion within Canada and
exploitation of the 1995 Open Skies agreement to expand Air
Canada's own flights into the U.S. Because of these
initiatives, Air Canada has determined it appropriate to
redeploy the funds invested in the Company into other uses in
Air Canada's business. The Agreements also reflect the
distribution by Air Partners, effective March 29, 1996, to its
investors (the "AP Investors") of all of the shares of the Class
B common stock held by Air Partners and the desire of some of
the AP Investors to realize the increase in value of their
investment in the Company by selling all or a portion of their
shares of Class B common stock.
Among other things, the Agreements required the Company to file
a registration statement under the Securities Act of 1933 to
permit the sale by Air Canada of 2,200,000 shares of Class B
common stock held by it and by certain of the AP Investors of an
aggregate of 1,730,240 such shares (on a pre-Stock Split basis)
pursuant to an underwritten public offering arranged by the
Company (the "Secondary Offering"). The Secondary Offering was
completed on May 14, 1996. The Agreements provided for the
following additional steps to be taken in connection with the
completion of the Secondary Offering:
in light of its reduced equity stake in the Company, Air
Canada was no longer entitled to designate nominees to the
Board of Directors of the Company, caused the four then-
present or former members of the Air Canada board who served
as directors of Continental to decline nomination for
reelection as directors and converted all of its Class A
common stock to Class B common stock;
Air Canada and Air Partners entered into a number of
agreements restricting, prior to December 16, 1996, further
disposition of the common stock of the Company held by either
of them; and
each of the existing stockholders' agreement and registration
rights agreement among the parties were modified in a number
of respects to reflect, among other matters, the changing
composition of the respective equity interests of the parties.
After such sale and the conversion by Air Canada of its Class A
common stock into Class B common stock, Air Canada holds
approximately 10.0% of the common equity interests and 4.0% of
the general voting power of the Company, and Air Partners holds
approximately 9.8% of the common equity interests and 39.4% of
the general voting power of the Company. If all of the warrants
held by Air Partners were exercised, approximately 23.3% of the
common equity interests and 52.1% of the general voting power
would be held by Air Partners.
The Company and Air Canada also entered into a memorandum of
understanding regarding modifications to the Company's existing
"synergy" agreements with Air Canada, which covered items such
as maintenance and ground facilities, and resolved certain
outstanding commercial issues under the agreements and modified
the agreements to reflect Continental's and Air Canada's current
needs.
In May 1996, the Company entered into an agreement with Air
Partners for the sale by Air Partners to the Company from time
to time at Air Partners' election for the one-year period
beginning August 15, 1996, of up to an aggregate of $50 million
in intrinsic value (then-current Class B common stock price
minus exercise price) of Air Partners' Class B warrants. The
purchase price would be payable in cash. The Board of Directors
has authorized the Company to publicly issue up to $50 million
of Class B common stock in connection with any such purchase.
In connection with this agreement, the Company has reclassified
$50 million from common equity to redeemable warrants.
Because certain aspects of the Agreements raised issues under
the change in control provisions of certain of the Company's
employment agreements and employee benefit plans, these
agreements and plans were modified to provide a revised change
of control definition that the Company believes is appropriate
in light of the changes to its equity ownership structure. In
connection with the modifications, payments were made to certain
employees, benefits were granted to certain employees and
options equal to 10% of the amount of the options previously
granted to each optionee were granted (subject to certain
conditions) to substantially all employees holding outstanding
options.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
3.1 Amended and Restated Certificate of Incorporation
of the Company -- incorporated by reference to
Exhibit 4.1(a) to Continental's Form S-8
Registration Statement (No. 333-06993) (the "1996
S-8").
3.2 By-Laws of the Company -- incorporated by
reference to Exhibit 4.2 to the 1996 S-8.
4.1 Amendment to Stockholders' Agreement dated April
19, 1996 among the Company, Air Partners and Air
Canada -- incorporated by reference to Exhibit
10.1 to Continental's Form S-3 Registration
Statement (No. 333-02701) (the "1996 S-3").
4.2 Amended and Restated Registration Rights
Agreement dated April 19, 1996 among the Company,
Air Partners and Air Canada -- incorporated by
reference to Exhibit 10.2 to the 1996 S-3.
10.1* Amended and restated employment agreement between
the Company and Gordon M. Bethune. (1)
10.2* Amended and restated employment agreement between
the Company and Gregory D. Brenneman. (1)
10.3* Amended and restated employment agreement between
the Company and Lawrence W. Kellner. (1)
10.4* Form of amendment to employment agreement between
the Company and Lawrence W. Kellner, C. D. McLean
and Barry P. Simon. (1)
10.5* Second Amendment to Continental Airlines, Inc.
1994 Incentive Equity Plan -- incorporated by
reference to Exhibit 4.3(c) to the 1996 S-8.
10.6 Supplemental Agreement No. 6 to Purchase
Agreement No. 1783 between the Company and
Boeing, dated June 13, 1996, relating to the
purchase of Boeing 757-224 aircraft. (2)
10.6(a) Supplemental Agreement No. 7 to Purchase
Agreement No. 1783 between the Company and
Boeing, dated July 23, 1996, relating to the
purchase of Boeing 757-224 aircraft. (2)
10.7 Supplemental Agreement No. 4 to Purchase
Agreement No. 1785 between the Company and
Boeing, dated July 23, 1996, relating to the
purchase of Boeing 777-224 aircraft. (2)
10.8 Purchase Agreement No. 1951, including exhibits
and side letters thereto, between the Company and
Boeing, dated July 23, 1996, relating to the
purchase of Boeing 737-724 and 737-824 aircraft.
(2)
11.1 Statement Regarding Computation of Per Share
Earnings
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
(i) Report dated May 7, 1996, reporting an Item 5.
"Other Event". No financial statements were filed
with the report which announced the filing of a
preliminary proxy statement with the Securities and
Exchange Commission.
(ii) Report dated June 27, 1996 reporting an Item 5.
"Other Event". No financial statements were filed
with the report which announced the filing of a
definitive proxy statement with the Securities and
Exchange Commission and that the Company's Board of
Directors had approved a two-for-one stock split,
payable on July 16, 1996 to holders of record of
its Class B common stock and Class A common stock
on July 2, 1996.
__________
*These exhibits relate to management contracts or
compensatory plans or arrangements.
(1) Filed herewith.
(2) The Company has applied to the Commission for
confidential treatment of a portion of this exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONTINENTAL AIRLINES, INC.
(Registrant)
Date: August 1, 1996 by: /s/ Lawrence W. Kellner
Lawrence W. Kellner
Senior Vice President and
Chief Financial Officer
(On behalf of Registrant)
Date: August 1, 1996 /s/ Michael P. Bonds
Michael P. Bonds
Vice President and Controller
(Chief Accounting Officer)
EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and Gordon M. Bethune ("Executive").
WITNESSETH:
WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November
15, 1995 (the "Existing Agreement"); and
WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on April 17, 1996, authorized the
execution and delivery on behalf of the Company of this
Amendment; and
WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein, Company and
Executive agree as follows:
1. Paragraph 2.1 of the Existing Agreement is hereby amended to
read in its entirety as follows:
2.1 Term. Unless sooner terminated pursuant to other
provisions hereof, Company agrees to employ Executive until
June 6, 1999. Said term of employment shall be extended
automatically for successive three-year periods commencing
June 6, 1999 and commencing as of the last day of each
successive three-year period of time thereafter that this
Agreement is in effect; provided, however, that if, prior to
the date which is six months before June 6, 1999 or, with
respect to subsequent periods, the last day of any such three-
year term of employment, either party shall give written
notice to the other that no such automatic extension shall
occur, then Executive's employment shall terminate on June 6,
1999 (or, with respect to subsequent periods, the last day of
the three-year term of employment during which such notice is
given)."
2. Paragraph 4.3 of the Existing Agreement is hereby amended to
read in its entirety as follows:
"4.3 By Executive. If Executive's employment hereunder shall
be terminated by Executive prior to expiration of the term
provided in paragraph 2.1 hereof then, upon such termination,
regardless of the reason therefor, all compensation and
benefits to Executive hereunder shall terminate
contemporaneously with the termination of such employment,
except that the benefits described in paragraph 3.5 shall
continue to be payable, Executive shall be provided Flight
Benefits for the remainder of Executive's lifetime and, if
such termination shall be pursuant to paragraphs 2.3(i), (ii),
(iii), (iv), (v), or (vi) or for any reason whatsoever
following the occurrence of a Change in Control (as such term
is defined in the Incentive Plan, as amended by the Board of
Directors on April 19, 1996 and in effect on such date), then
Company shall provide Executive with the payments and benefits
described in clauses (i) through (iv) of paragraph 4.1."
3. Contemporaneously with his execution and delivery hereof,
Executive is executing and delivering to the Company a Waiver and
Amendment to Employee Stock Option Grant in the form previously
approved by the Human Resources Committee of the Board of
Directors of the Company.
4. Company agrees to pay to Executive, contemporaneously with
his execution and delivery of this Amendment, the sum of
$1,572,500 in immediately available funds, by wire transfer to an
account or accounts previously designated by Executive. Company
also agrees to make one or more charitable contributions in an
aggregate amount of $115,000, in the name of Executive, to such
charities (and in such amounts) as are designated by Executive in
writing, which contributions will be made within two weeks of
Executive's designation thereof. Executive agrees that Company
may, out of any sums payable hereunder, withhold applicable
federal, state and local taxes.
5. The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 19th day of April, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
Name: Jeffery A. Smisek
Title: Senior Vice President
EXECUTIVE
/s/ Gordon M. Bethune
Gordon M. Bethune
EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is
made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and Gregory D. Brenneman ("Executive").
WITNESSETH:
WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November
15, 1995 (the "Existing Agreement"); and
WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on April 17, 1996, authorized the
execution and delivery on behalf of the Company of this
Amendment; and
WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein, Company and
Executive agree as follows:
1. Paragraph 2.1 of the Existing Agreement is hereby amended to
read in its entirety as follows:
"2.1 Term. Unless sooner terminated pursuant to
other provisions hereof, Company agrees to employ
Executive until June 6, 1999. Said term of
employment shall be extended automatically for
successive three-year periods commencing June 6, 1999
and commencing as of the last day of each successive
three-year period of time thereafter that this
Agreement is in effect; provided, however, that if,
prior to the date which is six months before June 6,
1999 or, with respect to subsequent periods, the last
day of any such three-year term of employment, either
party shall give written notice to the other that no
such automatic extension shall occur, then
Executive's employment shall terminate on June 6,
1999 ( or, with respect to subsequent periods, the
last day of the three-year term of employment during
which such notice is given)."
2. Paragraph 4.3 of the Existing Agreement is hereby amended to
read in its entirety as follows:
"4.3 By Executive. If Executive's employment
hereunder shall be terminated by Executive prior to
expiration of the term provided in paragraph 2.1
hereof then, upon such termination, regardless of the
reason therefor, all compensation and benefits to
Executive hereunder shall terminate contemporaneously
with the termination of such employment, except
Executive shall be provided Flight Benefits for the
remainder of Executive's lifetime and, if such
termination shall be pursuant to paragraphs 2.3(i),
(ii), (iii), (iv), (v), or (vi) or for any reason
whatsoever following the occurrence of a Change in
Control (as such term is defined in the Incentive
Plan, as amended by the Board of Directors on April
19, 1996 and in effect on such date), then Company
shall provide Executive with the payments and
benefits described in clauses (i) through (iv) of
paragraph 4.1."
3. Contemporaneously with his execution and delivery hereof,
Executive is executing and delivering to the Company a Waiver and
Amendment to Employee Stock Option Grant and a Waiver and
Amendment to Restricted Stock Grant in the forms thereof
previously approved by the Human Resources Committee of the Board
of Directors of the Company.
4. Company agrees to pay to Executive, contemporaneously with
his execution and delivery of this Amendment, the sum of
$776,562.50 in immediately available funds, by wire transfer to
an account or accounts previously designated by Executive.
Company also agrees to make one or more charitable contributions
in an aggregate amount of $700,000, in the name of Executive, to
such charities (and in such amounts) as are designated by
Executive in writing, which contributions will be made within two
weeks of Executive's designation thereof. Executive agrees that
Company may, out of any sums payable hereunder, withhold
applicable federal, state and local taxes.
5. The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 19th day of April, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
Name: Jeffery A. Smisek
Title: Senior Vice President
EXECUTIVE
/s/ Gregory D. Brenneman
Gregory D. Brenneman
EXHIBIT 10.3
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement")
is made by and between CONTINENTAL AIRLINES, INC., a Delaware
corporation ("Company"), and Lawrence W. Kellner ("Executive").
W I T N E S S E T H:
WHEREAS, Company and Executive are parties to that certain
Employment Agreement dated as of June 5, 1995 (the "Current
Agreement"); and
WHEREAS, the Human Resources Committee of the Board of
Directors, at its November 2, 1995 meeting, authorized the
amendment of the employment agreements of officers of the Company,
selected on a performance basis by the Chief Executive Officer of
the Company, with respect to certain matters; and
WHEREAS, Executive has been so selected by the Chief Executive
Officer; and
WHEREAS, in connection therewith, the parties desire to amend
the Current Agreement and restate it, as so amended, in its
entirety as this Agreement;
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein, Company and
Executive agree as follows:
ARTICLE I.: EMPLOYMENT AND DUTIES
1A. Employment; Effective Date. Company agrees to employ
Executive and Executive agrees to be employed by Company, beginning
as of the Effective Date (as hereinafter defined) and continuing
for the period of time set forth in Article 2 of this Agreement,
subject to the terms and conditions of this Agreement. For
purposes of this Agreement, the "Effective Date" shall be June 6,
1995.
1B. Position. From and after the Effective Date, Company
shall employ Executive in the position of Senior Vice President and
Chief Financial Officer of Company, or in such other position or
positions as the parties mutually may agree.
1C. Duties and Services. Executive agrees to serve in the
position referred to in paragraph 1.2 and to perform diligently and
to the best of his abilities the duties and services appertaining
to such office as set forth in the Bylaws of Company in effect on
the Effective Date, as well as such additional duties and services
appropriate to such office which the parties mutually may agree
upon from time to time.
ARTICLE II.: TERM AND TERMINATION OF EMPLOYMENT
2A. Term. Unless sooner terminated pursuant to other
provisions hereof, Company agrees to employ Executive for a three-
year period beginning on the Effective Date.
2B. Company's Right to Terminate. Notwithstanding the
provisions of paragraph 2.1, Company, acting pursuant to an express
resolution of the Board of Directors of Company (the "Board of
Directors") or the Human Resources Committee of the Board of
Directors (the "HR Committee"), shall have the right to terminate
Executive's employment under this Agreement at any time for any of
the following reasons:
1. upon Executive's death;
2. upon Executive's becoming incapacitated for a period
of at least 180 days by accident, sickness or other
circumstance which renders him mentally or physically
incapable of performing the material duties and services
required of him hereunder on a full-time basis during such
period;
3. for cause, which for purposes of this Agreement
shall mean Executive's gross negligence or willful misconduct
in the performance of, or Executive's abuse of alcohol or
drugs rendering him unable to perform, the material duties
and services required of him pursuant to this Agreement;
4. for Executive's material breach of any provision of
this Agreement which, if correctable, remains uncorrected for
30 days following written notice to Executive by Company of
such breach; or
5. for any other reason whatsoever, in the sole
discretion of the Board of Directors or the Human Resources
Committee.
2C. Executive's Right to Terminate. Notwithstanding the
provisions of paragraph 2.1, Executive shall have the right to
terminate his employment under this Agreement at any time for any
of the following reasons:
1. the assignment to Executive by the Board of
Directors or HR Committee or other officers or representatives
of Company of duties materially inconsistent with the duties
associated with the position described in paragraph 1.2 as
such duties are constituted as of the Effective Date;
2. a material diminution in the nature or scope of
Executive's authority, responsibilities, or title from those
applicable to him as of the Effective Date;
3. the occurrence of material acts or conduct on the
part of Company or its officers or representatives which
prevent Executive from performing his duties and
responsibilities pursuant to this Agreement;
4. Company requiring Executive to be permanently based
anywhere outside a major urban center in Texas;
5. the taking of any action by Company that would
materially adversely affect the corporate amenities enjoyed by
Executive on the Effective Date;
6. a material breach by Company of any provision of
this Agreement which, if correctable, remains uncorrected for
30 days following written notice of such breach by Executive
to Company; or
7. for any other reason whatsoever, in the sole
discretion of Executive.
2D. Notice of Termination. If Company or Executive desires
to terminate Executive's employment hereunder at any time prior to
expiration of the term of employment as provided in paragraph 2.1,
it or he shall do so by giving written notice to the other party
that it or he has elected to terminate Executive's employment
hereunder and stating the effective date and reason for such
termination, provided that no such action shall alter or amend any
other provisions hereof or rights arising hereunder.
ARTICLE III.: COMPENSATION AND BENEFITS
3A. Base Salary. During the period of this Agreement,
Executive shall receive a minimum annual base salary equal to the
greater of (i) $350,000.00 or (ii) such amount as the parties
mutually may agree upon from time to time. Executive's annual base
salary shall be paid in equal installments in accordance with
Company's standard policy regarding payment of compensation to
executives but no less frequently than semimonthly.
3B. Bonus Programs. Executive shall participate in each cash
bonus program maintained by Company on and after the Effective Date
(including, without limitation, participation effective as of April
1, 1995 in any such program maintained for the year during which
such date occurs) at a level which is not less than the maximum
participation level made available to any other executive of
Company at substantially the same title or level of Executive
(determined without regard to period of service or other criteria
that might otherwise be necessary to entitle Executive to such
level of participation).
3C. Vacation and Sick Leave. During each year of his
employment, Executive shall be entitled to vacation and sick leave
benefits equal to the maximum available to any Company executive,
determined without regard to the period of service that might
otherwise be necessary to entitle Executive to such vacation or
sick leave under standard Company policy.
3D. Other Perquisites. During his employment hereunder,
Executive shall be afforded the following benefits as incidences of
his employment:
1. Business and Entertainment Expenses - Subject to
Company's standard policies and procedures with respect to
expense reimbursement as applied to its executive employees
generally, Company shall reimburse Executive for, or pay on
behalf of Executive, reasonable and appropriate expenses
incurred by Executive for business related purposes, including
dues and fees to industry and professional organizations,
costs of entertainment and business development, and costs
reasonably incurred as a result of Executive's spouse
accompanying Executive on business travel.
2. Parking - Company shall provide at no expense to
Executive a parking place convenient to Executive's office and
a parking place at Intercontinental Airport in Houston, Texas.
3. Other Company Benefits - Executive and, to the
extent applicable, Executive's family, dependents and
beneficiaries, shall be allowed to participate in all
benefits, plans and programs, including improvements or
modifications of the same, which are now, or may hereafter be,
available to similarly-situated Company employees. Such
benefits, plans and programs may include, without limitation,
profit sharing plan, thrift plan, annual physical
examinations, health insurance or health care plan, life
insurance, disability insurance, pension plan, pass privileges
on Continental Airlines, Flight Benefits and the like.
Company shall not, however, by reason of this paragraph be
obligated to institute, maintain, or refrain from changing,
amending or discontinuing, any such benefit plan or program,
so long as such changes are similarly applicable to executive
employees generally.
ARTICLE IV.: EFFECT OF TERMINATION ON COMPENSATION
4A. By Expiration. If Executive's employment hereunder shall
terminate upon expiration of the term provided in paragraph 2.1
hereof, then all compensation and all benefits to Executive
hereunder shall terminate contemporaneously with termination of his
employment; provided, however, that Executive shall be provided
with Flight Benefits for the remainder of Executive's lifetime.
4B. By Company. If Executive's employment hereunder shall be
terminated by Company prior to expiration of the term provided in
paragraph 2.1 hereof then, upon such termination, regardless of the
reason therefor, all compensation and all benefits to Executive
hereunder shall terminate contemporaneously with the termination of
such employment, except if such termination shall be for any reason
other than those encompassed by paragraphs 2.2(i), (ii), (iii) or
(iv), then Company shall (a) pay Executive on or before the
effective date of such termination a lump-sum, cash payment in an
amount equal to the Termination Payment (as such term is defined in
paragraph 4.7), (b) provide Executive with Flight Benefits (as such
term is defined in paragraph 4.7) for the remainder of Executive's
lifetime, (c) provide Executive with Outplacement Services (as such
term is defined in paragraph 4.7), and (d) provide Executive and
his eligible dependents with Continuation Coverage (as such term is
defined in paragraph 4.7) for the Severance Period.
4C. By Executive. If Executive's employment hereunder shall
be terminated by Executive prior to expiration of the term provided
in paragraph 2.1 hereof then, upon such termination, regardless of
the reason therefor, all compensation and benefits to Executive
hereunder shall terminate contemporaneously with the termination of
such employment, except if such termination shall be pursuant to
paragraphs 2.3(i), (ii), (iii), (iv), (v), or (vi), then Company
shall provide Executive with the payments and benefits described in
clauses (a) through (d) of paragraph 4.2.
4D. Certain Additional Payments by Company. Notwithstanding
anything to the contrary in this Agreement, if any payment,
distribution or provision of a benefit by Company to or for the
benefit of Executive, whether paid or payable, distributed or
distributable or provided or to be provided pursuant to the terms
of this Agreement or otherwise (a "Payment"), would be subject to
an excise or other special additional tax that would not have been
imposed absent such Payment (including, without limitation, any
excise tax imposed by Section 4999 of the Internal Revenue Code of
1986, as amended), or any interest or penalties with respect to
such excise or other additional tax (such excise or other
additional tax, together with any such interest or penalties, are
hereinafter collectively referred to as the "Excise Tax"), Company
shall pay to Executive an additional payment (a "Gross-up Payment")
in an amount such that after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such
taxes), including any income taxes and Excise Taxes imposed on any
Gross-up Payment, Executive retains an amount of the Gross-up
Payment (taking into account any similar gross-up payments to
Executive under the Incentive Plan (as such term is defined in
paragraph 4.7)) equal to the Excise Tax imposed upon the Payments.
Company and Executive shall make an initial determination as to
whether a Gross-up Payment is required and the amount of any such
Gross-up Payment. Executive shall notify Company in writing of any
claim by the Internal Revenue Service which, if successful, would
require Company to make a Gross-up Payment (or a Gross-up Payment
in excess of that, if any, initially determined by Company and
Executive) within ten business days after the receipt of such
claim. Company shall notify Executive in writing at least ten
business days prior to the due date of any response required with
respect to such claim if it plans to contest the claim. If Company
decides to contest such claim, Executive shall cooperate fully with
Company in such action; provided, however, Company shall bear and
pay directly or indirectly all costs and expenses (including
additional interest and penalties) incurred in connection with such
action and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of
Company's action. If, as a result of Company's action with respect
to a claim, Executive receives a refund of any amount paid by
Company with respect to such claim, Executive shall promptly pay
such refund to Company. If Company fails to timely notify
Executive whether it will contest such claim or Company determines
not to contest such claim, then Company shall immediately pay to
Executive the portion of such claim, if any, which it has not
previously paid to Executive.
4E. Payment Obligations Absolute. Company's obligation to
pay Executive the amounts and to make the arrangements provided in
this Article 4 shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which
Company (including its subsidiaries and affiliates) may have
against him or anyone else. All amounts payable by Company shall
be paid without notice or demand. Executive shall not be obligated
to seek other employment in mitigation of the amounts payable or
arrangements made under any provision of this Article 4, and,
except as provided in paragraph 4.7 with respect to Continuation
Coverage, the obtaining of any such other employment (or the
engagement in any endeavor as an independent contractor, sole
proprietor, partner, or joint venturer) shall in no event effect
any reduction of Company's obligations to make (or cause to be
made) the payments and arrangements required to be made under this
Article 4.
4F. Liquidated Damages. In light of the difficulties in
estimating the damages upon termination of this Agreement, Company
and Executive hereby agree that the payments and benefits, if any,
to be received by Executive pursuant to this Article 4 shall be
received by Executive as liquidated damages. Payment of the
Termination Payment pursuant to paragraphs 4.2 or 4.3 shall be in
lieu of any severance benefit Executive may be entitled to under
any severance plan or policy maintained by Company.
4G. Certain Definitions and Additional Terms. As used
herein, the following capitalized terms shall have the meanings
assigned below:
1. "Annualized Compensation" shall mean an amount equal
to the sum of (1) Executive's annual base salary pursuant to
paragraph 3.1 in effect immediately prior to Executive's
termination of employment hereunder and (2) a deemed annual
bonus which shall be equal to 25% of the amount described in
clause (1) of this paragraph 4.7(i);
2. "Change in Control" shall have the meaning assigned
to such term in the Incentive Plan (as amended by the First
Amendment thereto) in effect as of the date of execution of
this Agreement;
3. "Continuation Coverage" shall mean the continued
coverage of Executive and his eligible dependents under
Company's welfare benefit plans available to executives of
Company who have not terminated employment (or the provision
of equivalent benefits), including, without limitation,
medical, health, dental, life insurance, disability, vision
care, accidental death and dismemberment, and prescription
drug, at no greater cost to Executive than that applicable to
a similarly situated Company executive who has not terminated
employment; provided, however, that (1) subject to clause (2)
below, the coverage under a particular welfare benefit plan
(or the receipt of equivalent benefits) shall terminate upon
Executive's receipt of comparable benefits from a subsequent
employer and (2) if Executive (and/or his eligible dependents)
would have been entitled to retiree coverage under a
particular welfare benefit plan had he voluntarily retired on
the date of his termination of employment, then such coverage
shall be continued as provided in such plan upon the
expiration of the period Continuation Coverage is to be
provided pursuant to this Article 4. Notwithstanding any
provision in this Article 4 to the contrary, Executive's
entitlement to any benefit continuation pursuant to Section
601 et. seq. of the Employee Retirement Income Security Act of
1974, as amended, shall commence at the end of the period of,
and shall not be reduced by the provision of, any applicable
Continuation Coverage;
(iv) "Flight Benefits" shall mean flight benefits on
each airline operated by the Company or any of its affiliates
or any successor or successors thereto (the "CO system"),
consisting of the highest priority space available flight
passes for Executive and his eligible family members (as such
eligibility is in effect on the date hereof), a UATP card (or,
in the event of discontinuance of the UATP program, a similar
charge card permitting the purchase of air travel through
direct billing to the Company or any of its affiliates or any
successor or successors thereto (a "Similar Card")) in
Executive's name for charging flights (in any fare class) on
the CO system for Executive, Executive's spouse, Executive's
family and significant others as determined by Executive, a
Gold Elite OnePass Card (or similar highest category successor
frequent flyer card) in Executive's name for use on the CO
system, a membership for Executive and Executive's spouse in
the Company's President's Club (or any successor program
maintained in the CO system) and reimbursement (while an
officer of the Company) of up to $10,000 annually for U.S.
federal, state or local income taxes on imputed income
resulting from such flights (such imputed income to be
calculated during the term of such Flight Benefits at the
lowest published fare (i.e., 21 day advance purchase coach
fare or other lowest available fare) for the applicable flight
on the date of such flight, regardless of the actual fare
class booked or flown, or as otherwise required by law);
(v) "Incentive Plan" shall mean Company's 1994 Incentive
Equity Plan, as amended;
(vi) "Outplacement Services" shall mean outplacement
services, at Company's cost and for a period of twelve months
beginning on the date of Executive's termination of
employment, to be rendered by an agency selected by Executive
and approved by the Board of Directors or HR Committee (with
such approval not to be unreasonably withheld);
(vii) "Severance Period" shall mean:
a. in the case of a termination of Executive's
employment with Company that occurs within two years after the
date upon which a Change in Control occurs, a period
commencing on the date of such termination and continuing for
thirty-six months; or
b. in the case of a termination of Executive's
employment with Company that occurs prior to a Change in
Control or after the date which is two years after a Change in
Control occurs, a period commencing on the date of such
termination and continuing for twenty-four months; and
(viii) "Termination Payment" shall mean an amount equal
to Executive's Annualized Compensation multiplied by a
fraction, the numerator of which is the number of months in
the Severance Period and the denominator of which is twelve.
Executive agrees that, after receipt of an invoice or other
accounting statement therefor, he will promptly (and in any event
within 45 days after receipt of such invoice or other accounting
statement) reimburse the Company for all charges on Executive's
UATP card (or Similar Card) which are not for flights on the CO
system and which are not otherwise reimbursable to Executive under
the provisions of paragraph 3.4(i) hereof. Executive agrees that
the credit availability under Executive's UATP card (or Similar
Card) may be suspended if Executive does not timely reimburse the
Company as described in the foregoing sentence; provided, that,
immediately upon the Company's receipt of Executive's reimbursement
in full, the credit availability under Executive's UATP card (or
Similar Card) will be restored. The sole cost to Executive of
flights on the CO system pursuant to use of Executive's Flight
Benefits will be the imputed income with respect to flights on the
CO system charged on Executive's UATP card (or Similar Card),
calculated throughout the term of Executive's Flight Benefits at
the lowest published fare (i.e., 21 day advance purchase coach fare
or other lowest available fare) for the applicable flight on the
date of such flight, regardless of the actual fare class booked or
flown, or as otherwise required by law, and reported to Executive
as required by applicable law. With respect to any period with
respect to which the Company is obligated to provide up to $10,000
of reimbursement for income taxes as described in paragraph 4.7
(iv) above, Executive will provide to the Company, upon request, a
calculation or other evidence of Executive's marginal tax rate
sufficient to permit the Company to calculate accurately the amount
to be so reimbursed to Executive, and Executive understands that
the Company will not make any gross-up payment to Executive with
respect to the income attributable to such reimbursement. Executive
agrees that he will not resell or permit to be resold any tickets
issued on the CO system in connection with the Flight Benefits.
Executive shall be issued a UATP card (or Similar Card), a Gold
Elite OnePass Card (or similar highest category successor frequent
flyer card), a membership card in the Company's Presidents Club (or
any successor program maintained in the CO system) for Executive
and Executive's spouse, an appropriate flight pass identification
card and an Employee Travel Card, each valid at all times during
the term of Executive's Flight Benefits.
ARTICLE V.: MISCELLANEOUS
5A. Interest and Indemnification. If any payment to
Executive provided for in this Agreement is not made by Company
when due, Company shall pay to Executive interest on the amount
payable from the date that such payment should have been made until
such payment is made, which interest shall be calculated at 3% plus
the prime or base rate of interest announced by Texas Commerce Bank
National Association (or any successor thereto) at its principal
office in Houston, Texas (but not in excess of the highest lawful
rate), and such interest rate shall change when and as any such
change in such prime or base rate shall be announced by such bank.
If Executive shall obtain any money judgment or otherwise prevail
with respect to any litigation brought by Executive or Company to
enforce or interpret any provision contained herein, Company, to
the fullest extent permitted by applicable law, hereby indemnifies
Executive for his reasonable attorneys' fees and disbursements
incurred in such litigation and hereby agrees (i) to pay in full
all such fees and disbursements and (ii) to pay prejudgment
interest on any money judgment obtained by Executive from the
earliest date that payment to him should have been made under this
Agreement until such judgment shall have been paid in full, which
interest shall be calculated at the rate set forth in the preceding
sentence.
5B. Notices. For purposes of this Agreement, notices and all
other communications provided for herein shall be in writing and
shall be deemed to have been duly given when personally delivered
or when mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to Company to : Continental Airlines, Inc.
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
Attention: General Counsel
If to Executive to : Lawrence W. Kellner
or to such other address as either party may furnish to the other
in writing in accordance herewith, except that notices of changes
of address shall be effective only upon receipt.
5C. Applicable Law. This contract is entered into under, and
shall be governed for all purposes by, the laws of the State of
Texas.
5D. No Waiver. No failure by either party hereto at any time
to give notice of any breach by the other party of, or to require
compliance with, any condition or provision of this Agreement shall
be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
5E. Severability. If a court of competent jurisdiction
determines that any provision of this Agreement is invalid or
unenforceable, then the invalidity or unenforceability of that
provision shall not affect the validity or enforceability of any
other provision of this Agreement, and all other provisions shall
remain in full force and effect.
5F. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original,
but all of which together will constitute one and the same
Agreement.
5G. Withholding of Taxes and Other Employee Deductions.
Company may withhold from any benefits and payments made pursuant
to this Agreement all federal, state, city and other taxes as may
be required pursuant to any law or governmental regulation or
ruling and all other normal employee deductions made with respect
to Company's employees generally.
5H. Headings. The paragraph headings have been inserted for
purposes of convenience and shall not be used for interpretive
purposes.
5I. Gender and Plurals. Wherever the context so requires,
the masculine gender includes the feminine or neuter, and the
singular number includes the plural and conversely.
5J. Successors. This Agreement shall be binding upon and
inure to the benefit of Company and any successor of the Company,
including without limitation any person, association, or entity
which may hereafter acquire or succeed to all or substantially all
of the business or assets of Company by any means whether direct or
indirect, by purchase, merger, consolidation, or otherwise. Except
as provided in the preceding sentence, this Agreement, and the
rights and obligations of the parties hereunder, are personal and
neither this Agreement, nor any right, benefit or obligation of
either party hereto, shall be subject to voluntary or involuntary
assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party.
5K. Term. This Agreement has a term co-extensive with the
term of employment as set forth in paragraph 2.1. Termination
shall not affect any right or obligation of any party which is
accrued or vested prior to or upon such termination.
5L. Entire Agreement. Except as provided in (i) the benefits,
plans, and programs referenced in paragraph 3.4(iii), (ii) any
signed written agreement heretofore or contemporaneously executed
by Company and Executive with respect to Awards (as defined in the
Incentive Plan) under the Incentive Plan, or (iii) any signed
written agreement hereafter executed by Company and Executive, this
Agreement constitutes the entire agreement of the parties with
regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements
between the parties with respect to employment of Executive by
Company. Without limiting the scope of the preceding sentence, all
prior understandings and agreements among the parties hereto
relating to the subject matter hereof are hereby null and void and
of no further force and effect. Any modification of this Agreement
shall be effective only if it is in writing and signed by the party
to be charged.
5.13 Deemed Resignations. Any termination of Executive's
employment shall constitute an automatic resignation of Executive
as an officer of Company and each affiliate of Company, and an
automatic resignation of Executive from the Board of Directors (if
applicable) and from the board of directors of any affiliate of
Company.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 15th day of November, 1995.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
Name: Jeffery A. Smisek
Title: Senior Vice President
"EXECUTIVE"
/s/ Lawrence W. Kellner
Lawrence W. Kellner
EXHIBIT 10.4
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment")
is made by and between Continental Airlines, Inc., a Delaware
corporation ("Company"), and ________________ ("Executive").
WITNESSETH:
WHEREAS, Company and Executive are parties to that certain
Amended and Restated Employment Agreement dated as of November
15, 1995 (the "Existing Agreement"); and
WHEREAS, the Human Resources Committee of the Board of
Directors of the Company, on April 17, 1996, authorized the
execution and delivery on behalf of the Company of this
Amendment; and
WHEREAS, Company and Executive desire to amend the Existing
Agreement as hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and obligations contained herein, Company and
Executive agree as follows:
1. Paragraph 2.1 of the Existing Agreement is hereby amended to
read in its entirety as follows:
"2.1 Term. Unless sooner terminated pursuant to other
provisions hereof, Company agrees to employ Executive for a
four-year period beginning on the Effective Date."
2. Paragraph 4.3 of the Existing Agreement is hereby amended to
read in its entirety as follows:
"4.3 By Executive. If Executive's employment hereunder
shall be terminated by Executive prior to expiration of the
term provided in paragraph 2.1 hereof then, upon such
termination, regardless of the reason therefor, all
compensation and benefits to Executive hereunder shall
terminate contemporaneously with the termination of such
employment, except Executive shall be provided Flight
Benefits (as such term is defined in paragraph 4.7) for the
remainder of Executive's lifetime and, if such termination
shall be pursuant to paragraphs 2.3(i), (ii), (iii), (iv),
(v), or (vi), then Company shall provide Executive with the
payments and benefits described in clauses (a), (c) and (d)
of paragraph 4.2."
3. Paragraph 4.7(ii) of the Existing Agreement is hereby amended
to read in its entirety as follows:
"(ii) "Change in Control" shall have the meaning assigned
to such term in the Incentive Plan (as amended by the Board
of Directors on April 19, 1996 and in effect on such
date);"
4. Contemporaneously with his execution and delivery hereof,
Executive is executing and delivering to the Company a Waiver and
Amendment to Employee Stock Option Grant and a Waiver and
Amendment to Restricted Stock Grant in the forms thereof
previously approved by the Human Resources Committee of the Board
of Directors of the Company.
5. The Existing Agreement, as amended by this Amendment, is
hereby ratified and confirmed and shall continue in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the 19th day of April, 1996.
CONTINENTAL AIRLINES, INC.
By:______________________________
Name:
Title:
EXECUTIVE
__________________________________
Exhibit 10.6
Supplemental Agreement No. 6
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of June 13,
1996 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. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 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 have agreed to amend the Agreement
to incorporate certain other changes;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents and Articles:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement as of the date of this
Supplemental Agreement. [Superseded by Supplemental Agreement
No. 7]
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate a revised delivery schedule for the the
Rescheduled Aircraft. [Superseded by Supplemental Agreement No.
7]
1.3 Remove and replace, in its entirety, Article 3, Price
of Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices for the Rescheduled Aircraft.
[Superseded by Supplemental Agreement No. 7]
1.4 Remove and replace, in its entirety, the Delivery
Schedule for Model 757-224 Aircraft, following Article 15, with a
a revised delivery schedule (attached hereto) to incorporate
current Aircraft delivery data and the Rescheduled Aircraft.
2. Letter Agreements:
2.1 Add new Letter Agreement 1783-10, Option Aircraft, to
incorporate purchase option provisions for Buyer [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] which will be offered to Buyer subject to Boeing's
then available delivery positions when Buyer exercises a purchase
option.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Agreement to Revise the Business Offer for Model 757
Aircraft.
The parties have commited to negotiate in good faith toward
the execution of a Purchase Agreement for New Generation Model
737 Aircraft (the 737 Agreement) not later than June 30, 1996.
Conditioned upon execution of the 737 Agreement by such date, or
by such later date as the parties may hereafter mutually agree,
Boeing and Buyer will concurrently execute a Supplemental
Agreement further revising Purchase Agreement 1783 (the 757
Agreement) to incorporate Boeing's revised business offer for
Model 757 Aircraft, which is contained in Boeing letter 6-1162-
RGP-1226R1, dated May 15, 1996. The effective date of the
revised business offer with respect to the Rescheduled Aircraft
and Option Aircraft shall be retroactive to the execution date of
this Supplemental Agreement No. 6 to the 757 Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY Continental Airlines, Inc.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
Continental Airlines, Inc.
Delivery Schedule for Model 757-224 Aircraft
<TABLE>
<CAPTION>
Cont Con Tab Reg Eng1 Eng2 Delivery
A/C# Dlvy Blk MSN Blk No. S/N S/N Date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
1783-10
June 13, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 1783-10 to
Purchase Agreement No. 1783 - Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Purchase Agreement) between THE BOEING
COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating
to Model 757-224 aircraft (Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of Buyer's purchase of the Aircraft, Boeing
hereby agrees to manufacture and sell up to eight (8) additional
Model 757-224 Aircraft (the Option Aircraft) and up to eight (8)
more additional Aircraft (the Rolling Option Aircraft) to Buyer,
on the same terms and conditions set forth in the Purchase
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:
[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 Buyer's payment to Boeing of initial advance payments
required under Supplemental Agreement No. 6 to the Purchase
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.]
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6. Cancellation of Option to Purchase.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
7. Rolling Option Aircraft.
[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 and Rolling Option Aircraft
that are added to the Purchase Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Purchase
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
Model 757-224 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
1.2 Changes. The Option Aircraft Detail Specification
shall be revised to include:
(1) Changes applicable to the basic Model 757-200
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Advance Payments.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-MMF-289
June 13, 1996
Continental Airlines, Inc.
Suite 1923
2929 Allen Parkway
Houston,TX 77019
Subject: Letter Agreement No. 6-1162-MMF-289 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 (the
Agreement) between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Buyer) relating to Model 757 aircraft (the
Aircraft).
All terms not defined herein have the same meaning as in the
Agreement.
Considerations provided to Buyer by Boeing herein for the
Aircraft are conditioned upon simultaneous execution of
Supplemental Agreement No. 6 to Purchase Agreement No. 1783.
Supplemental Agreement No. 6 to Purchase Agreement No. 1783
relates to the acceleration of certain 757-200 aircraft yet to be
delivered.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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
/s/ Monica Fix
M. Monica Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group
AGREED and ACCEPTED this 13 day of June, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Brian Davis
Its: Vice President
<PAGE>
Date: ____________________
Continental Airlines, Inc.
Suite 1923
2929 Allen Parkway
Houston,TX 77019
[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: __________________
<PAGE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-WLJ-375R2
June 13, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-375R2 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to
twenty-five (25) firm Model 757-224 aircraft (Aircraft) and eight
(8) option Model 757-224 aircraft (Option Aircraft). Letter
Agreement 6-1162-WLJ-375R1 is hereby cancelled and superceded.
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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President <PAGE>
6-1162-WLJ-367R2
June 13, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-367R2 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 757-224 aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-367R1 is hereby cancelled and
superceded.
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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Exhibit 10.6(a)
Supplemental Agreement No. 7
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
July 23, 1996 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. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 aircraft (the Agreement); and
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate certain contractual matters and adjust the advance
payment base prices for the Aircraft;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents, Articles and Exhibits:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement as of the date of this
Supplemental Agreement.
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to differentiate Block A-1 from Block A Aircraft as a
result of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
1.3 Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices as a result [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
1.4 Add a new Exhibit A-1, Aircraft Configuration, in its
entirety and attached hereto, which applies to the Block A-1
Aircraft and reflects [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
1.5 Add a revised page 1 to Exhibit D, Price Adjustment Due
to Econonic Fluctuations Airframe Price Adjustment, which
incorporates Block A-1 Aircraft (attached hereto). All remaining
pages to Exhibit D remain unchanged.
2. Letter Agreements:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4. Payment of Advance Payment Credits.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The Agreement will be deemed to be supplemented to the
extent herein provided and as so supplemented will continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLES Page Rev. By
<S> <C> <C> <C>
ARTICLE 1. Subject Matter of Sale. . . . . . . . . 1-1 SA#2
ARTICLE 2. Delivery, Title and Risk of Loss. . . . 2-1 SA#7
ARTICLE 3. Price of Aircraft . . . . . . . . . . . 3-1 SA#7
ARTICLE 4. Taxes . . . . . . . . . . . . . . . . . 4-1
ARTICLE 5. Payments. . . . . . . . . . . . . . . . 5-1
ARTICLE 6. Excusable Delay . . . . . . . . . . . . 6-1
ARTICLE 7. Changes to the Detail
Specification . . . . . . . . . . . . . 7-1 SA#4
ARTICLE 8. Federal Aviation Requirements and
Certificates. . . . . . . . . . . . . . 8-1
ARTICLE 9. Representatives, Inspection,
Flights and Test Data . . . . . . . . . 9-1
ARTICLE 10. Assignment, Resale or Lease . . . . . . 10-1
ARTICLE 11. Termination for Certain Events. . . . . 11-1
ARTICLE 12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance . . . . . . . . . . . . . 12-1
ARTICLE 13. Buyer Furnished Equipment and
Spare Parts . . . . . . . . . . . . . . 13-1 SA#2
ARTICLE 14. Contractual Notices and Requests. . . . 14-1
ARTICLE 15. Miscellaneous . . . . . . . . . . . . . 15-1
Schedule for Delivery of Model 757-224 Aircraft SA#6
EXHIBITS
EXHIBIT A Aircraft Configuration. . . . . . . . . A-1 SA#2
EXHIBIT B Product Assurance Document. . . . . . . B-1 SA#2
EXHIBIT C Customer Support Document . . . . . . . C-1 SA#2
EXHIBIT D Price Adjustments Due to Economic . . . D-1 SA#4
Fluctuations - Airframe and Engines
EXHIBIT E Buyer Furnished Equipment Provisions
Document. . . . . . . . . . . . . . . . E-1 SA#4
EXHIBIT F Defined Terms Document. . . . . . . . . F-1 SA#2
LETTER AGREEMENTS
1783-1 Spare Parts Support . . . . . . . . . . SA#2
1783-2 Seller Purchased Equipment. . . . . . . SA#2
1783-4 Waiver of Aircraft Demonstration. . . . SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 July 15, 1994
Supplemental Agreement No. 4 March 31, 1995
Supplemental Agreement No. 5 November 30, 1995
Supplemental Agreement No. 6 June 13, 1996
Supplemental Agreement No. 7 July 23, 1996
</TABLE>
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to
Buyer by Boeing, and Buyer will accept delivery of the Aircraft,
in accordance with the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at
least 7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Documents of Title. Upon delivery of and payment for
each Aircraft, Boeing shall deliver to Buyer a bill of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in
Exhibit A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.
3.1.3 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.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment to
the Aircraft Basic Price (Base Airframe, Engine and Special
Features) as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is to
pay for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price
published by Boeing for the same model of aircraft to be
delivered in the same general time period as the affected
Aircraft and is used to establish the Base Airframe Price when
the Base Airframe Price was not established at the time of
execution of this Agreement.
3.2 Aircraft Basic Price.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.3 Aircraft Price.
3.3.1 Block A Aircraft and Block A-1 Aircraft. The
Aircraft Price of the Block A Aircraft and Block A-1 Aircraft
will be established at the time of delivery of such Aircraft to
Buyer and will be the sum of:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] plus
3.3.1.3 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. [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
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 the first Aircraft scheduled for
delivery in a calendar year (First Aircraft), Boeing will
increase or decrease the Advance Payment Base Price of the First
Aircraft and all Aircraft scheduled for delivery after the First
Aircraft as required to reflect the effects of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] 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.
<PAGE>
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A-1 to Purchase Agreement Number 1783
<PAGE>
EXHIBIT A
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 757-224 BLOCK A-1 AIRCRAFT
The Detail Specification is Boeing Detail Specification
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] as amended to reflect the effect of the
changes set forth in the Change Requests listed below, including
the effects of such changes on Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OWE). Such Change Requests are set
forth in Boeing Document [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] As soon as
practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such
changes. The Aircraft Basic Price reflects and includes all
effects of such changes of price, except such Aircraft Basic
Price does not include the price effects of Change Requests
changing Buyer Furnished Equipment to Seller Purchased Equipment.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
Exhibit D
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
(Relating to Block A and A-1 Aircraft)
1. Formula.
The Airframe Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-WLJ-375R3
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-375R3 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to
twenty-five (25) firm Model 757-224 aircraft (Aircraft) and eight
(8) option Model 757-224 aircraft (Option Aircraft). Letter
Agreement 6-1162-WLJ-375R2 is hereby cancelled and superseded.
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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-WLJ-367R3
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-367R3 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 757-224 aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-367R2 is hereby cancelled and
superseded.
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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Exhibit 10.7
Supplemental Agreement No. 4
to
Purchase Agreement No. 1785
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 777-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of July 23,
1996 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. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 777-224 aircraft (the Agreement); and
WHEREAS, Boeing has offered to reschedule delivery of
aircraft (Rescheduled Aircraft), currently scheduled to deliver
to Buyer starting in 1999, to 2002 under the Agreement, in
consideration of Buyer's execution of Purchase Agreement No.
1951, relating to the purchase by Buyer of Boeing Model
737-700/-800 Aircraft;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents and Articles:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement.
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate the delivery schedule for the Rescheduled
Aircraft.
1.3 Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices for the Rescheduled Aircraft.
1.4 Remove and replace, in its entirety, the Schedule for
Delivery of Model 777-224 Aircraft following Article 15, with a
new schedule (attached hereto) to incorporate the Rescheduled
Aircraft.
2. Letter Agreements.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLES Page Rev. By
<S> <C> <C> <C>
ARTICLE 1. Subject Matter of Sale. . . . . . . . . . 1-1 SA#2
ARTICLE 2. Delivery, Title and Risk of Loss. . . . . 2-1 SA#4
ARTICLE 3. Price of Aircraft . . . . . . . . . . . . 3-1 SA#4
ARTICLE 4. Taxes . . . . . . . . . . . . . . . . . . 4-1
ARTICLE 5. Payment . . . . . . . . . . . . . . . . . 5-1
ARTICLE 6. Excusable DelaY . . . . . . . . . . . . . 6-1
ARTICLE 7. Changes to the Detail Specification . . . 7-1 SA#3
ARTICLE 8. Federal Aviation Requirements and
Certificates. . . . . . . . . . . . . . . 8-1
ARTICLE 9. Representatives, Inspection, Flights
and Test Data . . . . . . . . . . . . . . 9-1
ARTICLE 10. Assignment, Resale or Lease . . . . . . . 10-1
ARTICLE 11. Termination for Certain Events. . . . . . 11-1
ARTICLE 12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance . . . . . . . . . . . . . . 12-1
ARTICLE 13. Buyer Furnished Equipment and
Spare Parts . . . . . . . . . . . . . . . 13-1 SA#2
ARTICLE 14. Contractual Notices and Requests. . . . . 14-1
ARTICLE 15. Miscellaneous . . . . . . . . . . . . . . 15-1
EXHIBITS
EXHIBIT A Aircraft Configuration. . . . . . . . . . A-1 SA#2
EXHIBIT B Product Assurance Document. . . . . . . . B-1 SA#2
EXHIBIT C Customer Support Document . . . . . . . . C-1 SA#2
EXHIBIT D Price Adjustments Due to Economic . . . . D-1 SA#3
Fluctuations - Airframe and Engines
EXHIBIT E Buyer Furnished Equipment . . . . . . . . E-1 SA#3
Document
EXHIBIT F Defined Terms Document. . . . . . . . . . F-1 SA#2
LETTER AGREEMENTS
1785-1 Spare Parts Support . . . . . . . . . . . SA#2
1785-2 Seller Purchased Equipment. . . . . . . . SA#2
1785-4 Waiver of Aircraft Demonstration. . . . . SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 March 31, 1995
Supplemental Agreement No. 4 July 23, 1996
</TABLE>
<PAGE>
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to Buyer
by Boeing, and Buyer will accept delivery of the Aircraft, in
accordance with the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at least
7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Documents of Title. Upon delivery of and payment for each
Aircraft, Boeing shall deliver to Buyer a bill of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in Exhibit
A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.
3.1.3 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.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment to the
Aircraft Basic Price (Base Airframe, Engine and Special Features)
as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is to pay
for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price published
by Boeing for the same model of aircraft to be delivered in the
same general time period as the affected Aircraft and is used to
establish the Base Airframe Price when the Base Airframe Price
was not established at the time of execution of this Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.3 Aircraft Price.
3.3.1 Block A Aircraft. The Aircraft Price of the Block
A Aircraft will be established at the time of delivery of such
Aircraft to Buyer and will be the sum of:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] plus
3.3.5 other price adjustments made pursuant to this
Agreement or other written agreements executed by Boeing and
Buyer.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.6.2 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 the first Aircraft scheduled for
delivery in a calendar year (First Aircraft), Boeing will
increase or decrease the Advance Payment Base Price of the First
Aircraft and all Aircraft scheduled for delivery after the First
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft 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.
Schedule of Delivery of Model 777-224 Aircraft
<TABLE>
<CAPTION>
Cont Cont Tab Reg Eng1 Eng2 Delivery
A/C # Dlvy Blk MSN Blk No. S/N S/N Date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
<PAGE>
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-WLJ-353R2
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-353R2 to
Purchase Agreement No. 1785 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1785 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 777-224 aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-353R1 is cancelled and superseded.
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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Exhibit 10.8
PURCHASE AGREEMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Relating to Boeing Model 737-724/-824 Aircraft
Purchase Agreement Number 1951
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page SA
Number Number
<S> <C> <C> <C>
ARTICLES
1. Subject Matter of Sale. . . . . . . . . . . 1-1
2. Delivery, Title and Risk of Loss. . . . . . 2-1
3. Price of Aircraft . . . . . . . . . . . . . 3-1
4. Taxes . . . . . . . . . . . . . . . . . . . 4-1
5. Payment . . . . . . . . . . . . . . . . . . 5-1
6. Excusable Delay . . . . . . . . . . . . . . 6-1
7. Changes to the Detail Specification . . . . 7-1
8. Federal Aviation Requirements and
Certificates and Export License . . . . . . 8-1
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
TABLES
1. Aircraft Deliveries and Descriptions. . . . T-1
</TABLE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Number
EXHIBITS
<S> <C> <C>
A Aircraft Configuration. . . . . . . . . . .
B Product Assurance Document. . . . . . . . .
C Customer Support Document . . . . . . . . .
D Price Adjustments Due to Economic
Fluctuations - Aircraft . . . . . . . . . .
E Buyer Furnished Equipment Provisions
Document. . . . . . . . . . . . . . . . . .
F Defined Terms Document. . . . . . . . . . .
LETTER AGREEMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1951-3 Option Aircraft. . . . . . . . . . .
1951-4 Waiver of Aircraft Demonstration . .
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SA
Number
<S> <C>
RESTRICTED LETTER AGREEMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
<PAGE>
PURCHASE AGREEMENT NO. 1951
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Agreement is entered into as of July 23, 1996 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).
Accordingly, Boeing and Buyer agree as follows:
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 Eighteen
(18) Boeing Model 737-724 and Thirty (30) Boeing Model 737-824
aircraft (the Aircraft) manufactured in accordance with Boeing
detail specification as described in Exhibit A and as modified from
time to time in accordance with this Agreement (Detail
Specification).
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 Performance Guarantees. Any performance guarantees
applicable to the Aircraft will be expressly included in this
Agreement. Where performance guarantees are included in this
Agreement other than within the Detail Specification, such
guarantees will be treated as being incorporated in the Detail
Specification by this reference.
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 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to Buyer
by Boeing, and Buyer will accept delivery of the Aircraft, in
accordance with the schedule set forth in Table 1.
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately 30
days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at least
7 days notice of the delivery date of the Aircraft. If an Aircraft
delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all costs
incurred by Boeing as a result of such delay, including amounts for
storage, insurance, Taxes, preservation or protection of the
Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Bill of Sale. Upon delivery of an Aircraft Boeing will
deliver to Buyer a bill of sale conveying good title to such
Aircraft, free of any encumbrances.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features incorporated in
Exhibit A which have been selected by Buyer.
3.1.2 Base Aircraft Price is the Aircraft Basic Price
excluding the price of Special Features.
3.1.3 Aircraft Basic Price is comprised of the Base Aircraft
Price and the price of the Special Features.
3.1.4 Economic Price Adjustment is the adjustment to the
Aircraft Basic Price (Base Aircraft and Special Features) as
calculated pursuant to Exhibit D.
3.1.5 Aircraft Price is the total amount Buyer is to pay for
the Aircraft at the time of delivery.
3.2 Aircraft Basic Price.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.3 Aircraft Price. The Aircraft Price will be established at
the time of delivery of such Aircraft to Buyer and will be the sum
of:
3.3.1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
3.3.2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]; 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. [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] 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 4. Taxes.
4.1 Taxes. Buyer will pay all Taxes imposed by any domestic or
foreign taxing authority arising out of or in connection with this
Agreement or performance pursuant to it. In this Agreement,
"Taxes" are defined as all taxes, fees, charges or duties and any
interest, penalties, fines, or other additions to tax, including,
but not limited to, sales, use, value added, gross receipts, stamp,
excise, transfer and similar taxes, except U.S. federal income
taxes and Washington State business and occupation tax imposed on
Boeing.
4.2 Taxes Relating to Buyer Furnished Equipment. Buyer is
responsible for the proper filing of all tax returns, reports and
declarations and payment of all taxes related to or imposed on
Buyer Furnished Equipment.
4.3 Reimbursement of Boeing. Buyer will promptly reimburse
Boeing on demand, net of additional taxes thereon, for any Taxes
that are imposed on and paid by Boeing or for which Boeing is
responsible for collecting.
ARTICLE 5. Payment.
5.1 Advance Payment Schedule. Advance payment for each Aircraft
will be made to Boeing by Buyer as follows:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5.2 Advance Payment Adjustment. For each Aircraft scheduled for
delivery 36 months or more after the date of this Agreement and for
which the Advance Payment Base Price is adjusted, Buyer will:
5.2.1 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
5.2.2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
5.3 Payment at Delivery. The Aircraft Price, less Advance
Payments received by Boeing, is due on delivery of such Aircraft to
Buyer.
5.4 Form of Payments. All payments due hereunder will be made
by Buyer to Boeing by unconditional deposit in a bank account in
the United States designated by Boeing or in other immediately
available funds. All prices and payments set forth in this
Agreement are in United States Dollars.
5.5 Monetary and Government Regulations. Buyer will be
responsible for complying with all monetary control regulations and
for obtaining necessary governmental authorizations related to
payments hereunder.
ARTICLE 6. Excusable Delay.
6.1 General. Boeing will not be liable for or be deemed to be
in default under this Agreement on account of any delay in delivery
of any Aircraft or other performance hereunder arising out of
causes such as: acts of God; war, armed hostilities, riots, fires,
floods, earthquakes or serious accidents; governmental acts or
failures to act affecting materials, facilities or Aircraft;
strikes or labor troubles causing cessation, slowdown or
interruption of work; damage to an Aircraft; failure of or delay in
transportation; or inability, after due and timely diligence, to
procure materials, systems, accessories, equipment or parts; or
arising out of any other cause to the extent it is beyond Boeing's
control or not occasioned by Boeing's fault or negligence. A delay
resulting from such causes is referred to as an "Excusable Delay".
6.2 Excusable Delay of 12 Months.
6.2.1 Anticipated Delay. If Boeing concludes, based on its
appraisal of the facts and normal scheduling procedures, that due
to an Excusable Delay, delivery of an Aircraft will be delayed more
than 12 months beyond the month in which delivery is scheduled,
Boeing will promptly so notify Buyer in writing and either party
may then terminate this Agreement with respect to such Aircraft by
giving written notice to the other within 15 days after receipt by
Buyer of Boeing's notice. Failure of a party to terminate the
purchase of an Aircraft for an Excusable Delay pursuant to this
paragraph results in a waiver of that party's right to terminate
the purchase of such Aircraft for any delay in delivery caused by
such Excusable Delay.
6.2.2 Actual Delay. If, due to an Excusable Delay,
delivery of an Aircraft is delayed for more than 12 months beyond
the month in which delivery is scheduled, and such right to
terminate has not been waived under paragraph 6.2.1, either party
may terminate this Agreement with respect to such Aircraft by
giving written notice to the other within 15 days after the
expiration of such 12-month period.
6.3 Aircraft Damaged Beyond Repair. If, prior to delivery, an
Aircraft is destroyed or damaged beyond economic repair due to any
cause, Boeing will promptly notify Buyer in writing and either
party may then terminate this Agreement with respect to such
Aircraft. If Boeing does not so terminate this Agreement with
respect to such Aircraft, such notice will specify the earliest
date reasonably possible, consistent with Boeing's other
contractual commitments and production capabilities, by which
Boeing will deliver a replacement for such Aircraft. This
Agreement will thereupon terminate as to such Aircraft, unless
Buyer gives Boeing written notice, within 30 days after receipt of
Boeing's notice, that Buyer desires the proposed replacement for
such Aircraft.
6.4 Agreement Revision. If an Aircraft is delayed, or destroyed
or damaged beyond economic repair, and this Agreement is not
terminated pursuant to this Article, this Agreement will be
appropriately revised.
6.5 Agreement Termination.
6.5.1 Termination under this Article will discharge all
obligations and liabilities of Boeing and Buyer hereunder with
respect to terminated Aircraft and all related undelivered items
and services, except that Boeing will return to Buyer, without
interest, all advance payments related to such Aircraft,
6.5.2 If either party terminates this Agreement as to any
Aircraft pursuant to this Article, Boeing may, upon written notice
to Buyer within 30 days after such termination, purchase from Buyer
any Buyer Furnished Equipment related to such Aircraft, at the
invoice prices paid, or contracted to be paid, by Buyer.
6.6 Exclusive Rights. The termination rights set forth in this
Article are in substitution for any and all other rights of
termination or contract lapse or any other claim arising by
operation of law by virtue of delays in performance covered by this
Article.
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 737-700/-800 aircraft that do not affect
the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] 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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
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.
ARTICLE 9. Representatives, Inspection, Flights and Test Data.
9.1 Office Space at Boeing. From a date 12 months prior to
delivery of the first Aircraft, and until the delivery of the last
Aircraft, Boeing will furnish, without additional charge, suitable
office space and equipment in or conveniently located near its
plant in Seattle for the accommodation of up to three personnel of
Buyer.
9.2 Inspection by Buyer. Designated representatives of Buyer
may inspect the manufacturing of the Aircraft at all reasonable
times. However, if access to any part of Boeing's plant is
restricted by the United States Government, Boeing will be allowed
a reasonable time to arrange for inspection elsewhere. All
inspections by Buyer's representatives will be performed so as not
to hinder manufacture or performance by Boeing.
9.3 Aircraft Flight. Prior to delivery, each Aircraft will be
flown by Boeing for such periods as may be required to demonstrate
to Buyer the function of the Aircraft and its equipment in
accordance with Boeing's production flight test procedures. The
aggregate duration of such flights will be not less than 1-1/2
hours or more than 4 hours. Five persons designated by Buyer may
participate in such flights as observers.
9.4 Test Data. Boeing will furnish to Buyer, as soon as
practicable, flight test data obtained on an aircraft of the type
purchased hereunder, certified as correct by Boeing, to evidence
compliance with any performance guarantees set forth in this
Agreement. Any Performance Guarantee will be deemed to be met if
reasonable engineering interpretations and calculations based on
such flight test data establish that the Aircraft would, if
actually flown, comply with such guarantee.
9.5 Special Aircraft Test Requirements. Boeing may use the
Aircraft for flight and ground tests prior to delivery to Buyer,
without reduction in the Aircraft Purchase Price, if such tests are
deemed necessary by Boeing to:
9.5.1 obtain or maintain the Type Certificate or Standard
Airworthiness Certificate for the Aircraft; or
9.5.2 evaluate aircraft improvement changes that may be
offered for production or retrofit incorporation in any aircraft.
9.6 Indemnity. Boeing will indemnify and hold harmless Buyer
and Buyer's observers from and against all claims and liabilities,
including costs and expenses (including attorneys' fees) incident
thereto, for injury to or death of any person or persons, including
employees of Boeing but excluding employees, officers or agents of
Buyer, or for loss of or damage to any property, arising out of or
in connection with the operation of the Aircraft during all
demonstration and test flights conducted under the provisions of
this Article, whether or not arising in tort or occasioned in whole
or in part by the negligence of Buyer or any of Buyer's observers,
whether active, passive or imputed.
ARTICLE 10. Assignment, Resale or Lease.
10.1 Assignment. This Agreement will inure to the benefit of
and be binding upon each of the parties hereto and their respective
successors and assigns. Neither the rights nor the duties of
either party under this Agreement may be assigned or delegated, or
contracted to be assigned or delegated, in whole or part, without
the prior written consent of the other party, except that:
10.1.1 Either party may assign its interest to a
corporation that (i) results from any merger or reorganization of
such party or (ii) acquires substantially all the assets of such
party;
10.1.2 Boeing may assign its rights to receive money; and
10.1.3 Boeing may assign all or any part of its rights and
obligations under this Agreement to any wholly owned subsidiary of
Boeing, provided that Boeing will remain fully and solely
responsible to Buyer for all obligations and liabilities as the
seller of the Aircraft, and Buyer will continue to deal exclusively
with Boeing.
10.2 Transfer by Buyer at Delivery. Buyer may, and at Buyer's
request Boeing will, take any action reasonably required for the
purpose of causing an Aircraft, at time of delivery, to be
subjected to an equipment trust, conditional sale, lien or other
arrangement for the financing by Buyer of such Aircraft. No action
taken by either party pursuant to this paragraph, however, will
require Boeing to divest itself of title to or possession of such
Aircraft until delivery and payment therefor pursuant to this
Agreement.
10.3 Sale by Buyer After Delivery. If, following delivery of
any Aircraft, Buyer sells such Aircraft (including any sale for
financing purposes), then all of Buyer's rights with respect to
such Aircraft under this Agreement will inure to the benefit of the
purchaser of such Aircraft, effective upon Boeing's receipt of such
purchaser's express written agreement, in form satisfactory to
Boeing, to be bound by and to comply with all applicable terms,
conditions and limitations of this Agreement.
10.4 Lease by Buyer After Delivery. If, following delivery of
any Aircraft, Buyer leases such Aircraft, Buyer will not assign to
the lessee of such Aircraft any rights under this Agreement without
Boeing's prior written consent, which consent will not be
unreasonably withheld.
10.5 No Increase in Boeing Liability. No action taken by Buyer
or Boeing relating to the assignment, resale or lease of any
Aircraft or this Agreement will subject Boeing to any liability
beyond that in this Agreement or modify in any way Boeing's
obligations under this Agreement.
10.6 Exculpatory or Indemnity Clause in Post-Delivery Sale or
Lease. If, following delivery of an Aircraft, Buyer sells or
leases such Aircraft and obtains from the transferee an exculpatory
or indemnity clause protecting Buyer, Buyer will include the same
protection for Boeing.
ARTICLE 11. Termination for Certain Events.
11.1 Termination. This Agreement may be terminated at any time
with regard to undelivered Aircraft and items and unperformed
services by notice in writing by either party hereto if the other
party:
11.1.1 Ceases doing business as a going concern, suspends
all or substantially all its business operations, makes an
assignment for the benefit of creditors, is insolvent, or generally
does not pay its debts, or admits in writing its inability to pay
its debts; or
11.1.2 Petitions for or acquiesces in the appointment of
any receiver, trustee or similar officer to liquidate or conserve
its business or any substantial part of its assets; commences any
legal proceeding such as insolvency, bankruptcy, reorganization,
readjustment of debt, dissolution or liquidation available for the
relief of financially distressed debtors; or becomes the object of
any such proceeding, unless such proceeding is dismissed or stayed
within a reasonable period, not to exceed 60 days.
11.2 Repayment of Advance Payments. If this Agreement is
terminated with regard to any Aircraft by Buyer under this Article,
Boeing will repay to Buyer, without interest, any advance payments
received by Boeing from Buyer with respect to such Aircraft.
ARTICLE 12. Product Assurance; Disclaimer and Release; Exclusion
of Liabilities; Customer Support; Indemnification and Insurance.
12.1 Product Assurance. Boeing and Buyer are bound by the
provisions of Exhibit B hereto (Product Assurance Document).
12.2 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND THE REMEDIES OF BUYER SET FORTH IN THE
PRODUCT ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER
RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST BOEING, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED
UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN
TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING (WHETHER
ACTIVE, PASSIVE OR IMPUTED); AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
LOSS OF OR DAMAGE TO ANY AIRCRAFT.
12.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL
HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT
(INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED
NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR for
ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY
NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED
UNDER THIS AGREEMENT.
12.4 Definitions. For the purposes of this Article, the term
"BOEING" means The Boeing Company, its divisions, subsidiaries and
affiliates, the assignees of each, and their directors, officers,
employees and agents.
12.5 Customer Support and Indemnification; Insurance. Boeing
and Buyer are bound by the provisions of Exhibit C hereto (Customer
Support Document), which includes indemnification and insurance
requirements related to the use of Customer Support Services.
ARTICLE 13. Buyer Furnished Equipment and Spare Parts.
13.1 Buyer Furnished Equipment. Boeing and Buyer are bound by
the provisions of Exhibit E (Buyer Furnished Equipment Document),
which includes indemnification requirements related to Buyer
Furnished Equipment.
13.2 Purchase of Boeing Spare Parts. Boeing will sell to Buyer
and Buyer will purchase from Boeing materials, spare parts,
assemblies, tools and items of equipment relating to the Aircraft
pursuant to Customer Services General Terms Agreement No. 24-1.
ARTICLE 14. Contractual Notices and Requests.
All notices and requests relating to this Agreement will be in
English, and may be transmitted by any customary means of written
communication addressed as follows:
Buyer: Continental Airlines, Inc.
2929 Allen Parkway
Suite 2010
Houston, TX 77019
Attention: V.P. Fleet Management
Boeing: Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
U.S.A.
Attention: Vice President - Contracts
Mail Stop 75-38
or to such other address as specified elsewhere herein or as
otherwise directed in writing by either party. The effective date
of any such notice or request will be the date on which it is
received by the addressee.
ARTICLE 15. Miscellaneous.
15.1 Government Approval. Boeing and Buyer will use their best
reasonable efforts to assist each other in obtaining any United
States Governmental agency consents or approvals necessary or
appropriate to effect certification and sale of the Aircraft under
this Agreement.
15.2 Headings. Article and paragraph headings used in this
Agreement are for convenient reference only and are not intended to
affect the interpretation of this Agreement.
15.3 Entire Agreement; Amendments. This Agreement contains the
entire agreement between the parties concerning the subject matter
hereof and supersedes all previous proposals, understandings,
commitments or representations whatsoever, oral or written. This
Agreement may be changed only in writing signed by authorized
representatives of Boeing and Buyer, except in the case of certain
changes permitted or required by this Agreement.
15.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAW
OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF WASHINGTON'S
CONFLICTS OF LAWS RULES.
15.5 Negotiated Agreement. This Agreement, including the
provisions of Article 12 relating to Disclaimer and Release, the
Exclusion of Consequential and Other Damages, and the provisions
relating to indemnification and insurance set forth in this
Agreement, has been the subject of discussion and negotiation and
is fully understood by the parties; the Aircraft Purchase Price and
other agreements of the parties set forth in this Agreement were
arrived at in consideration of such provisions.
*************************
CONTINENTAL AIRLINES, INC. THE BOEING COMPANY
By /s/ Brian Davis By /s/ Monica Fix
Its Vice President Its Attorney-In-Fact
<PAGE>
Table 1 to
Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700/-800 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
<PAGE>
Table 1 to
Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700/-800 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1951
<PAGE>
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 737-724 AIRCRAFT
Exhibit A-1
The Detail Specification is Boeing Detail Specification
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Such Detail Specification will be
comprised of Boeing Configuration Specification [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] as amended to incorporate the applicable
specification language to reflect the effect of the changes set
forth in the Change Requests listed below, including the effects
of such changes on Manufacturer's Empty Weight (MEW) and
Operating Empty Weight (OEW). Such Change Requests are set forth
in Boeing Document [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]. As soon as
practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such
changes. The Aircraft Basic Price will relfect and include all
effects of such changes of price upon configuration completion by
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], except such Aircraft Basic Price will
not include the price effects of Change Requests changing Buyer
Furnished Equipment to Seller Purchased Equipment.
<PAGE>
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 737-824 AIRCRAFT
Exhibit A-2
The Detail Specification is Boeing Detail Specification
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]. Such Detail Specification will be
comprised of Boeing Configuration Specification [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] as amended to incorporate the applicable specification
language to reflect the effect of the changes set forth in the
Change Requests listed below, including the effects of such changes
on Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OEW). Such Change Requests are set forth in Boeing Document
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]. As soon as practicable, Boeing will
furnish to Buyer copies of the Detail Specification, which copies
will reflect the effect of such changes. The Aircraft Basic Price
will reflect and include all effects of such changes of price upon
configuration completion by [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.], except such
Aircraft Basic Price will not include the price effects of Change
Requests changing Buyer Furnished Equipment to Seller Purchased
Equipment.
<PAGE>
PRODUCT ASSURANCE DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1951
<PAGE>
PRODUCT ASSURANCE DOCUMENT NO. 1951
Dated July 23, 1996
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Product Assurance Document is Exhibit B 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 737-724/-824 aircraft. This Product
Assurance Document consists of the following parts:
PART A Boeing Warranty
PART B Warranty Repairs and Modifications by Buyer
PART C Boeing Service Life Policy
PART D Boeing Indemnity Against Patent Infringement
PART D-1 Boeing Indemnity Against Copyright
Infringement
PART E Supplier Warranties and Patent Indemnities
PART F Engine Manufacturer Warranties
PART G Boeing Interface Commitment
PART H General
<PAGE>
PART A
BOEING WARRANTY
1. Warranties.
Subject to the exceptions set forth herein, Boeing warrants
that, at the time of delivery, each Aircraft, including all
installed systems, accessories, equipment and parts, will:
1.1 conform to the Detail Specification, as it may be
changed pursuant to this Agreement, except such portions stated to
be estimates, approximations, design objectives, or design
criteria, or described as not guaranteed;
1.2 be free from defects in material and workmanship,
including process of manufacture; and
1.3 be free from defects in design, including selection of
(i) materials and (ii) process of manufacture, in view of the state
of the art at the time of design.
For purposes of this Boeing Warranty, nonconformance with the
Detail Specification, defects in material or workmanship and
defects in design may hereinafter be called "defects" or a
"defect", and the term "system", "accessory", "equipment" or "part"
may hereinafter be called "item" or "items."
2. Exceptions.
The warranties above will not apply to BFE. The warranty
above covering material and workmanship and the warranty above
covering design will not apply to Engines or to any other item
purchased by Boeing but not manufactured to Boeing's detailed
design. However, any defect in the Boeing workmanship installing
such BFE, Engines or other items in an Aircraft will constitute a
defect in workmanship covered by such warranties.
3. Survival of Warranties.
Neither the warranty of conformance to the Detail
Specification applicable to Engines and other items purchased by
Boeing but not manufactured to Boeing's detailed design, nor any
Performance Guarantees, will survive delivery of the Aircraft. The
remaining warranties set forth herein will survive delivery of the
Aircraft, subject to the limitations and conditions set forth
herein.
4. Warranty Periods and Claims.
4.1 The warranty periods are:
4.1.1 As to a defect in conformance to the Detail
Specification, 48 months after delivery of each Aircraft, and
4.1.2 As to a defect in material, workmanship or
design in any item, 48 months after delivery of each Aircraft in
which such item was initially installed.
4.2 Boeing's Product Assurance Regional Manager at Renton,
Washington must receive the warranty claim in writing at the
earliest practicable time after the defect becomes apparent but in
no event later than 90 days after expiration of the applicable
warranty period.
4.3 Such warranty claim must include the data set forth
below and, if requested by Boeing, reasonable evidence that the
claimed defect did not result from any act or omission of Buyer.
4.3.1 Identity of the item or Aircraft involved,
including Boeing part number, serial number if applicable,
nomenclature and the quantity claimed to be defective;
4.3.2 Identity of the Aircraft on which the claimed
item was installed as original equipment;
4.3.3 Date the claimed defect became apparent which
will be the date such defect was discovered by Buyer or the
warranty date set forth in a Boeing service bulletin or service
letter, whichever date occurs first; and
4.3.4 Description of the claimed defect and
circumstances, including Boeing service bulletin or Boeing service
letter number if claim involves a service bulletin or letter.
4.4 Upon completion of Boeing's warranty claim
investigation, performed within a reasonable time period, including
examination of any item or Aircraft returned to Boeing, Boeing will
provide a written disposition of its warranty claim findings to
Buyer. In the event Boeing must reject Buyer's warranty claim,
Boeing will provide reasonable substantiation of such rejection in
its disposition.
5. Remedies.
Buyer's remedies under this Boeing Warranty are as follows:
5.1 As to a defect in conformance to the Detail
Specification, the correction at Boeing's expense of such defect;
provided, however, that Boeing will not be obligated to correct any
defect that has no material adverse effect on the maintenance, use
or operation of the Aircraft. The warranty period for the
corrected item will be the unexpired warranty period for the
defective item.
5.2 As to a defect in material or workmanship, (i) the
repair at Boeing's expense of such defect or, (ii) at Boeing's
option, the replacement of such item with a similar item free from
defect or the issuance of a credit memorandum to reimburse Buyer
for a spare part previously purchased from Boeing as the
replacement for such defective item. The warranty period for
either correction will be the unexpired warranty period for the
defective item.
5.3 As to a defect in design, the correction at Boeing's
expense of such defect. The warranty period for such correction is
18 months from receipt by Buyer of corrective material or the end
of the original design warranty period for the defective item,
whichever is later.
5.4 Boeing will issue a credit memorandum to reimburse
Buyer at the Warranty Labor Rate for the direct labor hours
required for removal from the Aircraft of a defective item and the
reinstallation in the Aircraft of the corrected item.
6. Returned Items.
Unless otherwise provided in this Agreement, the Aircraft or
item claimed to be defective must be returned to Boeing as soon as
practicable. Buyer may also provide specific technical repair or
correction instructions with such return. The absence of such
instructions will evidence Buyer's authorization for Boeing to
proceed using Boeing information and data. The following criteria
will apply with respect to return of Aircraft or items to Boeing:
6.1 As to Aircraft:
6.1.1 An Aircraft may be returned only if
6.1.1.1 substantially all the work to be
performed by Boeing is covered by this Boeing Warranty, and
6.1.1.2 Buyer does not have the capability to
perform, nor is it practical for Boeing personnel to perform, the
warranty work away from Boeing's facilities.
6.1.2 All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize Aircraft
out-of-service time. In addition, Boeing will reimburse Buyer by
issuing a credit memorandum for the cost of fuel, oil and landing
fees incurred in ferrying the Aircraft to Boeing's facilities and
in ferrying the Aircraft back to Buyer's facilities. Buyer will
minimize the length of both ferry flights.
6.1.3 Any nonwarranty work performed by Boeing will
be paid for by Buyer at Boeing's then-standard rates.
6.1.4 A separate agreement based on Boeing's
then-standard form will be entered into to cover the return of and
work on such Aircraft.
6.2 As to any system, accessory, equipment or part:
6.2.1 All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize item out-of-service
time for items returned.
6.2.2 Boeing's turnaround-time objectives for repair
or replacement are: 10 working days for avionic and electronic
items and 30 working days for other items when corrected at
Boeing's facilities, or 40 working days when corrected at the
facilities of a Boeing subcontractor. Turnaround time starts the
date Boeing receives the returned item, together with Buyer's
warranty claim describing the work, and ends the date of shipment
by Boeing of such item. If a turnaround-time objective is not
achieved and a resultant critical parts shortage is experienced by
Buyer, and Buyer has procured spare parts for such item in
accordance with the Boeing Recommended Spare Parts List, Boeing
will, upon request from Buyer, either:
6.2.2.1 expedite repair or replacement of the
item or
6.2.2.2 provide a similar item on a no-charge
loan or no-charge lease basis until the repaired or replaced item
is provided to Buyer.
6.2.3 The freight charge for shipment to Boeing of
any item will be paid by Buyer; however, Boeing will reimburse
Buyer by issuing a credit memorandum for such charge for any item
determined to be defective under this Boeing Warranty. The freight
charge for the return shipment to Buyer of any such defective item
which has been repaired, replaced or corrected pursuant to this
Boeing Warranty will be paid by Boeing.
6.3 Title to and risk of loss of any Aircraft or item
returned to Boeing will at all times remain with Buyer and/or any
other owner of such Aircraft or item, except that at the time
Boeing ships a replacement item to Buyer, title to and risk of loss
(i) for the returned item will pass to Boeing and (ii) for the
replacement item will pass to Buyer. While Boeing has care,
custody and control of an Aircraft or item, Boeing will have only
such liabilities as a bailee for mutual benefit would have, but
will not be liable for loss of use.
7. Nonrepairable Items.
Buyer may scrap any defective nonrepairable item having a
then-current Boeing spare part selling price of $2,000 or less and
make a claim for a replacement item. For a defective nonrepairable
item having a then-current Boeing spare part selling price greater
than $2,000, an authorized Boeing representative must confirm the
nonrepairability of any such item. Boeing will display best
efforts to have such Boeing representative available within 30
days. Buyer's claim for an item with a spare part selling price
exceeding $2,000 must include such confirmation.
8. Reimbursement for Certain Inspection Labor Costs.
8.1 In addition to the remedies set forth in this Boeing
Warranty, Boeing will reimburse Buyer by issuing a credit
memorandum at the Warranty Labor Rate for the direct labor hours
expended by Buyer in performing inspections of the Aircraft to
determine whether or not a covered defect exists in any system,
accessory, equipment or part manufactured to Boeing's detailed
design, provided that:
8.1.1 such inspections are recommended by a Boeing
service bulletin or service letter issued by Boeing within 48
months after delivery of such Aircraft, and
8.1.2 such reimbursement will not apply to any
inspections performed as an alternative to accomplishing corrective
action when such corrective action is available to Buyer at the
time such inspections are performed.
8.2 If a covered defect is determined to exist as a result
of the foregoing inspections, the remedies under this Boeing
warranty will apply to Aircraft in warranty as of the warranty date
set forth in the applicable Boeing service bulletin or service
letter or the date the defect was discovered by Buyer, whichever
date occurs first.
9. Wear and Tear.
Normal wear and tear and the need for regular maintenance and
overhaul will not constitute a defect.
10. Disclaimer and Release; Exclusion of Liabilities.
This Part A and the rights and remedies of Buyer and
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages provisions
of Article 12 of this Agreement.
11. Buyer's Indemnification of Boeing.
The provisions of Part E, "Buyer's Indemnification of Boeing
and Insurance" of Exhibit C, will apply to all warranty work
performed by Boeing hereunder in accordance with Buyer's specific
technical repair or correction instructions, to the extent any
legal liability of Boeing is based upon the content of such
instructions.
<PAGE>
PART B
WARRANTY REPAIRS AND MODIFICATIONS BY BUYER
1. General.
To expedite the return to service of any defective Aircraft
or systems, accessories, equipment and parts (items) that Boeing is
obligated to correct under the Boeing Warranty, repairs and
modifications may, at Buyer's option, be performed by Buyer (work)
and charged to Boeing, subject to the following:
2. Scope.
This option applies only to items manufactured to Boeing's
detailed design. The warranty and notice periods and all other
conditions and limitations applicable to the Boeing Warranty apply
to this option.
3. Repairs and Modifications.
All work will be performed in accordance with Boeing's written
instructions, using parts and materials as may be furnished by
Boeing and/or Boeing approved parts and materials as may be
furnished by Buyer.
4. Claims for Reimbursement.
Buyer's claim for reimbursement must be submitted in writing
to Boeing promptly after completion of the work. Such claim must
include the data set forth in paragraph 4.3 of Part A of this
Exhibit B and the following:
4.1 Description of the work performed by Buyer;
4.2 Date work was completed by Buyer;
4.3 Itemized account of the direct labor hours expended in
performing the work; and
4.4 Itemized account of the direct materials incorporated
in the work.
5. Reimbursement.
Upon approval of Buyer's claim for reimbursement, Boeing will
reimburse Buyer by issuing a credit memorandum as follows:
5.1 Direct Labor.
At the Warranty Labor Rate specified herein for labor
hours expended by Buyer's direct labor employees in performing the
work, including removal, disassembly, inspection, bench testing,
reassembly, final inspection, and reinstallation, but not to
exceed Boeing's estimate of required labor hours, and excluding
time for overhaul.
5.2 Direct Materials.
At the invoice cost to Buyer for all direct materials
incorporated in the work, excluding (i) materials used for
overhaul, (ii) materials furnished by Boeing at no charge, (iii)
materials which exceed Boeing's estimate of required materials, and
(iv) allowances for handling, overhead, taxes, customs duties and
the like.
5.3 Warranty Labor Rate.
The Warranty Labor Rate is [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] of
Buyer's average direct hourly labor rate, whichever is greater.
For this purpose, "average direct hourly labor rate" is defined as
the average hourly rate (excluding all fringe benefits,
premium-time allowances, social charges, business taxes and the
like) paid by Buyer to Buyer's employees whose jobs are directly
related to the performance of the work. Prior to or concurrently
with submittal of Buyer's first claim for labor reimbursement,
Buyer will notify Boeing of Buyer's then-current average direct
hourly labor rate, and thereafter notify Boeing of any material
change in such rate. Boeing may require data from Buyer to
substantiate such rates.
5.4 Limitation.
The total reimbursement with respect to the direct
labor and direct materials incorporated in the work, will not
exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] of Boeing's then-current sales price for
the item unless a greater percentage is established for a
particular item by written agreement between Boeing and Buyer.
All claims for reimbursement will be subject to audit by Boeing.
Boeing will promptly notify Buyer of Boeing's disposition of each
claim submitted hereunder.
6. Replaced Parts.
If component parts of any assembly are replaced by Buyer, the
replaced parts will be tagged with the assembly part number, the
serial number and the warranty claim number and retained for a
period of 60 days following the date of submittal of Buyer's claim,
so as to be made available for Boeing's inspection. Such parts may
be scrapped after such 60-day period.
<PAGE>
PART C
BOEING SERVICE LIFE POLICY
1. Definitions.
1.1 "Airframe Component" means any of the primary
structural elements of the wing, fuselage, or vertical or
horizontal stabilizer set forth in Attachment A hereto and
installed in an Aircraft at the time of delivery.
1.2 "Landing Gear Component" means any of the primary
structural elements of the landing gear set forth in Attachment A
and installed in an Aircraft at the time of delivery.
1.3 "Spare Component" means any component set forth in
Attachment A that was furnished to Buyer pursuant to this Policy or
purchased by Buyer from Boeing as a spare part.
1.4 "Covered Component" means an Airframe Component, a
Landing Gear Component or a Spare Component.
1.5 "Failure" means any breakage or defect in a Covered
Component.
1.6 "Failed Component" means a Covered Component in which
a Failure has occurred.
2. Service Life Policy.
If a Failure occurs in any Covered Component within the
following periods, Boeing will promptly, at a price calculated
pursuant to this Policy, either (i) design and furnish to Buyer
materials required to correct the Failed Component (excluding
industry standard parts) or (ii) furnish to Buyer a replacement
Covered Component:
2.1 As to any Airframe Component or Landing Gear Component,
within 12 years after delivery of the Aircraft in which such
component was initially installed; or
2.2 As to any Spare Component, within 12 years after
delivery of such Spare Component, or within 12 years after delivery
by Boeing of the last new Model 737 aircraft to Buyer, whichever
first expires.
3. Price.
The price that Buyer will pay for the correction or
replacement of a Failed Component will be calculated pursuant to
the following formula:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4. Conditions and Limitations.
Boeing's obligations under this Policy are conditioned upon
the following:
4.1 Buyer must notify Boeing of the Failure within three
months after it becomes apparent to Buyer.
4.2 Buyer must provide reasonable evidence that the claimed
Failure is covered by this Policy and if requested by Boeing, that
such Failure was not the result of (i) the breakage of or a defect
in a component not covered by this Policy, (ii) an extrinsic force,
(iii) an act or omission of Buyer, or (iv) operation or maintenance
contrary to applicable regulations or Boeing's instructions.
4.3 If return of a Failed Component is practicable and
requested by Boeing, Buyer will return such Failed Component to
Boeing at Boeing's expense.
4.4 Buyer's rights and remedies under this Policy are
limited to the receipt of corrective materials or replacement
components at prices calculated in accordance with this Policy.
5. Disclaimer and Release; Exclusion of Liabilities.
This Part C and the rights and remedies of Buyer and the
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages provisions
of Article 12 of this Agreement.
<PAGE>
COVERED AIRFRAME AND LANDING GEAR COMPONENTS
1. Wing.
(a) Upper and lower skins and stiffeners between the
forward and rear wing spars.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and
spanwise beams, but not the seat tracks attached to floor
beams.
(g) Engine strut support fittings attached directly to
wing primary structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and for
leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Aileron, leading edge device and trailing edge flap
internal, fixed attachment and actuator support structure.
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and frames
between the forward pressure bulkhead and the vertical
stabilizer rear spar bulkhead and structural support and
enclosure for the APU but excluding all system components and
related installation and connecting devices, insulation,
lining, and decorative panels and related installation and
connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door mechanisms and
movable hinge components. Sills and frames around the body
openings for the passenger doors, cargo doors and emergency
exits, excluding scuff plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, bulkheads, and gear support structure.
(e) Main gear wheel well structure including pressure deck
and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead
and the main gear wheel well aft bulkhead including splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar support
bulkheads including terminal fittings but excluding all system
components and related installation and connecting devices,
insulation, lining, decorative panels and related installation
and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners and attachment fittings.
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding bearings.
(e) Support structure in the vertical stabilizer for
rudder hinges, reaction links and actuators.
(f) Rudder internal, fixed attachment and actuator support
structure.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section including hinge and screw
support structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Elevator internal, fixed attachment and actuator
support structure.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure and including the engine-mounted support
fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Upper and lower side struts, including spindles,
universals and reaction links.
(d) Drag strut.
(e) Bell crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the Covered Components.
<PAGE>
PART D
BOEING INDEMNITY AGAINST PATENT INFRINGEMENT
1. Indemnity.
Subject to the provisions of this Part D, Boeing will
indemnify and hold harmless Buyer, its officers, directors and
employees from and against all claims, suits, actions, liabilities,
damages and costs arising out of actual or alleged infringement, by
any Aircraft or any system, accessory, equipment or part (item)
installed thereon at the time of Aircraft delivery, of any patent
issued under the laws of any country in which Buyer lawfully
operates the Aircraft (Country).
2. Exceptions.
2.1 This indemnity will not apply unless, from the time of
design of the allegedly infringing Aircraft or item until the
resolution of the infringement claim, the Country and flag country
of the Aircraft: (i) are fully bound by the Chicago Convention on
International Civil Aviation of December 7, 1944, and are fully
entitled to all benefits of Article 27 thereof, or (ii) have been
parties to the International Convention for the Protection of
Industrial Property (Paris Convention).
2.2 This indemnity will not apply to Buyer Furnished
Equipment, Engines, any system, accessory, equipment or part that
was not manufactured to Boeing's detailed design, or to any system,
accessory, equipment or part manufactured to Boeing's detailed
design without Boeing's authorization.
3. Conditions and Limitations.
Buyer's remedy and Boeing's obligations hereunder are subject
to the following:
3.1 Buyer must give Boeing written notice within 10 days
after Buyer receives written notice of a suit or action against
Buyer alleging infringement or within 20 days after Buyer receives
a written claim of infringement.
3.2 Following receipt of such notice Boeing may conduct
negotiations with any party claiming infringement and may intervene
in any suit or action. Whether or not Boeing intervenes, Boeing
will be entitled at any stage of the proceedings to assume or
control the defense.
3.3 Buyer will (i) promptly furnish to Boeing all data,
records and assistance within Buyer's control which are material to
any such claim, suit or action and (ii) (except as to amounts
mandated by a judgment) obtain Boeing's prior approval to pay or
assume any liabilities, damages, royalties or costs.
3.4 Boeing's obligations and Buyer's remedies herein
exclude Buyer's incidental or consequential damages and
liabilities, costs, loss of revenue or loss of profit resulting
from loss of use, but include, at Boeing's option, replacing the
infringing item or otherwise curing any infringement on account of
which use of the Aircraft by Buyer is prevented.
3.5 Boeing's obligations and Buyer's remedies herein are
exclusive and in substitution for, and Buyer hereby waives,
releases and renounces, all other indemnities, obligations and
liabilities of Boeing and any assignee of Boeing, and all other
rights, remedies and claims, including claims for damages, direct,
incidental or consequential, of Buyer against Boeing or any
assignee of Boeing, express or implied, arising by law or
otherwise, with respect to any actual or alleged patent
infringement or the like by any Aircraft or any item installed
therein.
<PAGE>
PART D-1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
PART E
SUPPLIER WARRANTIES AND PATENT INDEMNITIES
1. Supplier Warranties and Supplier Patent Indemnities.
Boeing will use diligent efforts to obtain adequate warranties
and indemnities against patent infringement enforceable by Buyer
from manufacturers (Suppliers) of systems, accessories, equipment
or parts installed on the Aircraft at the time of delivery that
were selected and purchased by Boeing, but not manufactured to
Boeing's detailed design. Boeing will furnish copies of such
warranties and patent indemnities to Buyer prior to delivery of the
first Aircraft.
2. Boeing Assistance in Administration of Supplier Warranties.
Buyer will be responsible for submitting warranty claims
directly to Suppliers; however, if Buyer experiences problems
enforcing any Supplier warranty obtained by Boeing for Buyer,
Boeing will conduct an investigation of such problems and assist
Buyer in the resolution of such claims.
3. Boeing Support in Event of Supplier Default.
3.1 If any Supplier defaults in the performance of a
material obligation under a design, material or workmanship
warranty obtained by Boeing for Buyer, and Buyer provides evidence
to Boeing that such default has occurred, then the equivalent
warranty and related provisions set forth in this Product Assurance
Document will apply to the claimed defect.
3.2 At Boeing's request, Buyer will assign to Boeing, and
Boeing will be subrogated to, Buyer's rights against the
manufacturer providing such Supplier warranty.
<PAGE>
PART F
ENGINE MANUFACTURER'S WARRANTY
AND PRODUCT SUPPORT PLAN
Boeing has obtained from CFM International, Inc. (CFMI) the
right to extend to Buyer the provisions of CFMI's warranty as set
forth below (herein referred to as the "Warranty"); subject,
however, to Buyer's acceptance of the conditions set forth herein.
Accordingly, Boeing hereby extends to Buyer and Buyer hereby
accepts the provisions of CFMI's Warranty as hereinafter set forth,
and such Warranty shall apply to all CFM56-7 type Engines
(including all Modules and Parts thereof) installed in the Aircraft
at the time of delivery or purchased from Boeing by Buyer for
support of the Aircraft except that, if Buyer and CFMI or CFM
International, S.A. have executed, or hereafter execute, a General
Terms Agreement, then the terms of that Agreement shall be
substituted for and supersede the provisions of Paragraphs 1
through 10 below and Paragraphs 1 through 10 below shall be of no
force or effect and neither Boeing nor CFMI shall have any
obligation arising therefrom. In consideration for Boeing's
extension of the CFMI Warranty to Buyer, Buyer hereby releases and
discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of such
CFM56-7 type Engines and Buyer hereby waives, releases and
renounces all its rights in all such claims, obligations and
liabilities. In addition, Buyer hereby releases and discharges
CFMI from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type
Engines except as otherwise expressly assumed by CFMI or CFM
International, S.A. in such CFMI Warranty or General Terms
Agreement between Buyer and CFMI or CFM International, S.A. and
Buyer hereby waives, releases and renounces all its rights in all
such claims, obligations and liabilities.
<PAGE>
CFMI INTERNATIONAL INC. WARRANTY
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
PART G
BOEING INTERFACE COMMITMENT
1. Interface Problems.
If Buyer experiences technical problems in the operation of
an Aircraft or its systems, the cause of which is not readily
identifiable by Buyer but which Buyer believes to be attributable
to the design characteristics of the Aircraft or its systems
(Interface Problem), Boeing will, without additional charge to
Buyer, promptly conduct an investigation and analysis to determine
the cause or causes of the Interface Problem and to recommend such
corrective action as may be feasible. Buyer will furnish to Boeing
all data and information in Buyer's possession relevant to the
Interface Problem, and will cooperate with Boeing in the conduct of
investigations and tests. Boeing will promptly advise Buyer at the
conclusion of its investigation of Boeing's opinion as to the
causes of the Interface Problem and Boeing's recommendation as to
corrective action.
2. Boeing Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of any item manufactured to Boeing's
detailed design, Boeing will correct the design of such item to the
extent of any then-existing obligations of Boeing under the
provisions of the applicable Boeing Warranty or Boeing Service Life
Policy.
3. Manufacturer Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of an item not manufactured to Boeing's
detailed design, Boeing will assist Buyer in processing a warranty
claim against the manufacturer of such item.
4. Joint Responsibility.
If Boeing determines that the Interface Problem is partially
attributable to the design of an item manufactured to Boeing's
detailed design and partially to the design of an item not
manufactured to Boeing's detailed design, Boeing will seek a
solution to the Interface Problem through the cooperative efforts
of Boeing and the manufacturer of the other item and will promptly
advise Buyer of resulting corrective actions and recommendations.
5. General.
Buyer will, if requested by Boeing, assign to Boeing any of
Buyer's rights against any manufacturer as Boeing may require to
fulfill its obligations hereunder.
6. Disclaimer and Release; Exclusion of Liabilities.
This Part G and the rights and remedies of Buyer and the
obligations of Boeing herein are subject to the Disclaimer And
Release and Exclusion of Consequential and Other Damages provisions
of Article 12 of this Agreement.
<PAGE>
PART H
GENERAL
1. Duplicate Product Assurance Remedies.
Boeing will not provide or be requested to provide multiple
remedies for any claim made pursuant to the provisions of this
Product Assurance Document.
2. Notices.
References to "Boeing" in connection with notices or
communications throughout this Product Assurance Document mean
Boeing's Product Assurance Regional Manager at Renton, Washington.
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
CODE TWO - MAJOR MODEL DIFFERENCES
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1951
<PAGE>
CUSTOMER SUPPORT DOCUMENT NO. 1951
Dated July 23, 1996
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Customer Support Document is Exhibit C 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 737-724/-824 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
<PAGE>
PART A
BOEING MAINTENANCE TRAINING PROGRAM
1. General.
This Part describes the maintenance training to be provided by
Boeing (Maintenance Training) at Boeing's training facility at or
near Seattle. The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.
If any part of the Maintenance Training is not used by Buyer prior
to delivery of the first Aircraft, Boeing will not be obligated to
provide such Maintenance Training at a later date, unless the
parties have otherwise agreed in writing.
All instruction, examinations and materials shall be prepared
and presented in the English language and in the units of measure
used by Boeing.
Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training. For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Maintenance Training Planning Conference.
No later than 12 months prior to delivery of Buyer's first
Aircraft, Boeing and Buyer will conduct a planning conference in
order to schedule and discuss the Maintenance Training.
3. Maintenance Training Program.
The Maintenance Training Program will (i) consist of classroom
presentations supported by training materials and aids and (ii) if
practicable, include an escorted tour of aircraft production areas
and/or flight lines. The Maintenance Training will include the
following courses:
3.1 Mechanical/Power Plant Systems Course.
This course provides mechanical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Electrical instruction, where necessary, will be provided
in order to clarify mechanical system operation.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2 Electrical Systems Course.
This course provides electrical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Mechanical instruction, where necessary, will be provided
in order to clarify electrical system operation.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.3 Avionics Systems Course.
This course provides instruction on the maintenance of
the Aircraft automatic flight control systems, communications and
navigation systems. It is oriented to those personnel who
specialize in trouble analysis and line maintenance on avionics
systems.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.4 Aircraft Rigging Course.
This course provides instruction on aircraft rigging so
as to provide Buyer's specialist personnel with the necessary
information to rig all flight control surfaces, landing gear
components, aircraft doors and engines. The conditions set forth
in paragraph 4 below will be applicable with respect to Boeing's
providing such course.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.5 Advanced Composite Repair Course.
This course provides instruction for Buyer's structural
repair personnel and promotes understanding of the design
philosophy, inspection and repair of advanced composite components.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4. Training at a Facility Other Than Boeing's.
If requested prior to the conclusion of the Maintenance
Training Planning Conference, Boeing will conduct the classroom
training described above (except for the Advanced Composite Repair
Course) at a mutually acceptable alternate training site, subject
to the following conditions:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Supplier Training.
The Maintenance Training includes sufficient information on the
location, operation and servicing of Aircraft equipment,
accessories and parts provided by suppliers to support line
maintenance functions.
If Buyer requires additional maintenance training with respect
to any supplier-provided equipment, accessories or parts, Buyer
will schedule such training directly with the supplier. If Buyer
experiences difficulty in scheduling such training, Boeing will, if
requested, assist Buyer in coordinating and scheduling such
training.
6. Student Training Material.
No revision service will be provided for the material provided
hereunder.
6.1 Manuals.
Boeing will provide at the beginning of each Maintenance
Training course 1 copy of a training manual or equivalent for each
student attending such course.
6.2 Panel Description/Component Locator Guide/
Field Trip Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator Guide/Field Trip Checklist Manual for
each student in each applicable Maintenance Training course.
7. Other Training Material.
At the conclusion of the Maintenance Training Program, Boeing
will provide to Buyer 1 set of the following training materials, as
used in the full Aircraft systems courses. Revision service will
not be provided for these materials.
7.1 Visual Aids.
7.1.1 Blackline 8-1/2 x 11-inch projection transparencies.
7.1.2 Full-scale instrument panel wall charts in the form
of black and white copies and mylar reproducible copies.
7.1.3 Training slides.
7.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black and white
reproduction of all graphics and applicable text.
7.3 Video Programs.
Video programs on 3/4-inch U-matic or 1/2-inch VHS
cassette formats in NTSC, PAL or SECAM standards, as selected by
Buyer.
7.4 Computer-Based Training (CBT) Courseware.
CBT courseware, and instructions for courseware
installation and operation.
7.5 Shipment of Materials.
The training materials described above will be shipped
to Buyer 30 days after completion of the first class of each
applicable Maintenance Training course.
7.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters (except training
slides and CBT) described above will, at the conclusion of the
shipments thereof, reflect the configuration of the first Aircraft
as delivered to Buyer. CBT Courseware will reflect the major
configuration of the first Aircraft delivered to Buyer.
8. Course Completion Records.
At the completion of the Maintenance Training, Boeing will
provide Buyer with course completion records consisting of the
following:
8.1 Master copies of all examinations given.
8.2 Attendance and examination records for each student.
8.3 Certificate of completion for each course each student
successfully completes.
<PAGE>
PART B
BOEING CUSTOMER SUPPORT SERVICES
1. General.
This Part describes the support services to be provided by
Boeing at no additional charge to Buyer, unless otherwise specified
herein. Except with respect to Field Services, the services
described in this Part will be provided by Boeing during a period
commencing with delivery of the first Aircraft and continuing so
long as one Aircraft is regularly operated by Buyer in commercial
air transport service.
2. Field Service Engineering.
Boeing will furnish field service representation to advise
Buyer on maintenance and operation of the Aircraft (Field Services)
as follows:
2.1 Field Services will be available to Buyer at or near
Buyer's main maintenance or engineering facility for a period
beginning prior to delivery of the Aircraft and terminating
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] after delivery of the Aircraft. If such
Field Service Periods overlap, the Field Services will be provided
concurrently.
2.2 Buyer will furnish at no charge to Boeing suitable office
space and equipment that will include desks, chairs, file cabinets
and an electrical power source in, or convenient to, Buyer's
facility where each/any Boeing representative is providing Field
Services. As required, Buyer will assist each representative
providing Field Services with visas, work permits, customs, mail
handling, identification passes, and local airport authorities.
2.3 In addition to the Field Services referred to above, the
services of any Boeing field service representative will also be
available to Buyer anywhere Buyer may land the Aircraft.
2.4 Boeing may, from time to time, provide additional support
services in the form of Boeing personnel visiting Buyer's
facilities to work with Buyer's personnel in an advisory capacity.
3. Additional Engineering Support Services.
Boeing will, if requested by Buyer in writing, provide
technical advisory assistance with respect to the Aircraft and
accessories, equipment and parts manufactured to Boeing's detailed
design and installed in the Aircraft at the time of delivery. Such
technical advisory assistance, which will be provided from Seattle,
will include:
3.1 analysis of and comment on any Aircraft service or
operational problem experienced by Buyer in order to determine the
nature of the problem and its cause and to suggest possible
solutions;
3.2 analysis of and comment on Buyer's engineering releases
relating to structural repairs of the Aircraft not covered by
Boeing's Structural Repair Manual; and
3.3 analysis of and comment on Buyer's engineering proposals
for changes in, or replacement of, parts, accessories or equipment
manufactured to Boeing's detailed design (excluding computer
software embedded or included therein); provided that Boeing will
not analyze or comment on any such change or replacement which
constitutes a major structural change, nor on any engineering
release related thereto, unless Buyer's request for such analysis
and comment is accompanied by complete detailed drawings,
substantiating data (including data, if any, required by applicable
government agencies), all stress or other appropriate analysis, and
a specific statement from Buyer of the kind of review and response
desired by Buyer.
4. Special Services.
4.1 Facilities, Ground Equipment and Maintenance Planning
Assistance.
Boeing will, at Buyer's request, send qualified Boeing
engineering representatives to Buyer's main base to evaluate
Buyer's technical facilities, tools and equipment for servicing and
maintaining the Aircraft, to recommend changes where necessary and
to assist in the formulation of Buyer's overall maintenance plan.
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional
special services with respect to the Aircraft after delivery, which
services may include such items as Master Changes (Kits and/or
Data), training, and maintenance and repair of the Aircraft. The
provision of such additional services will be subject to (i) a
mutually acceptable price, schedule and scope of work and (ii)
Boeing's then-current standard contract therefor, including
disclaimer and release, exclusion of consequential and other
damages, and indemnification and insurance requirements.
4.3 Post-Delivery Aircraft Services.
If Boeing performs unanticipated work on an Aircraft
after delivery of such Aircraft, but prior to its initial departure
flight, or upon its return to Boeing's facilities prior to
completion of such flight, the following provisions will apply:
4.3.1 Title to and risk of loss of any such Aircraft
will at all times remain with Buyer.
4.3.2 The provisions of the Boeing Warranty set forth
in Exhibit B of this Agreement will apply to such work.
4.3.3 Buyer will reimburse Boeing for such work to the
extent not covered by the Boeing Warranty applicable to the
Aircraft.
4.3.4 The disclaimer and release and Exclusion of
Consequential and Other Damages provisions set forth in Article 12
of this Agreement and the indemnification and insurance provisions
set forth in this Exhibit C will apply to such Boeing work.
4.3.5 In performing such work, Boeing may rely upon
the commitment authority of Buyer's personnel requesting such work.
5. Additional Informational Services.
Boeing may, from time to time, provide Buyer with additional
services in the form of information about the Aircraft or other
aircraft of the same type, including information concerning design,
manufacture, operation, maintenance, modification, repair and
in-service experience.
<PAGE>
PART C
BOEING FLIGHT TRAINING PROGRAM
1. General.
This Part describes the flight training to be provided by
Boeing (Flight Training) at or near Seattle, or at some other
location to be determined pursuant to this Part. The Flight
Training will be provided at no additional charge to Buyer, except
as otherwise provided herein.
All instruction, examinations and materials will be prepared
and presented in the English language and in the units of measure
used by Boeing.
Buyer will be responsible for the living expenses of Buyer's
personnel during the Flight Training Program. For Flight Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Flight Training Differences Program.
In conjunction with earlier sales to Buyer of aircraft of the
same model type as the Aircraft, Boeing has provided to Buyer
comprehensive flight training for such aircraft. If requested by
Buyer at least 12 months prior to delivery of the first Aircraft,
Boeing agrees to provide, if required, [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] of
Buyer's personnel with any operational, systems and performance
differences significant to the operation of the Aircraft, between
the first Aircraft scheduled for delivery pursuant to this
Agreement and the last aircraft of the same model type as the
aircraft previously delivered by Boeing to Buyer. Such course will
be scheduled by mutual agreement of Boeing's and Buyer's flight
training organizations.
3. Student Training Material.
Student training material, in Boeing's then-standard format,
will be provided to Buyer's personnel (1 set per student) as listed
below. No revision service will be provided for the material
provided hereunder.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4. Other Training Material.
At the conclusion of the Differences Flight Training, Boeing
will provide 1 set of the following materials, as used in the
Flight Training Program. Revision service will not be provided for
these materials.
4.1 Computer Based Training (CBT).
Boeing will provide a copy of Boeing developed CBT
materials used in the Flight Training Program. The CBT Courseware
will reflect the major configuration of Buyer's first Aircraft.
Buyer will require certain equipment and materials in order to use
the CBT Program. Equipment and materials required to run the CBT
Program will be procured by Buyer at Buyer's expense. The CBT
materials provided include the following:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Training at a Facility Other Than Boeing's.
If seasonably requested, Boeing will conduct the Flight
Training at a mutually acceptable alternate training site, subject
to the following conditions:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
PART D
TECHNICAL DATA AND DOCUMENTS
1. General.
Boeing will furnish to Buyer the data and documents set forth
herein at no additional charge to Buyer, unless otherwise specified
herein. Such data and documents will, where applicable, be
prepared essentially in accordance with the provisions of Revision
33 to Air Transport Association of America (ATA) Specification
No. 100, dated June 1, 1956, entitled "Specification for
Manufacturers' Technical Data," with the following specific
exceptions: The Illustrated Parts Catalog will be prepared
essentially in accordance with the provisions of Revision 28; the
Overhaul and Component Maintenance Manuals will be written to the
ATA Revision level established for the airplane model the component
was originally used on. Such data and documents are only intended
to provide Buyer with pertinent information on components,
equipment and installations designed by Boeing for aircraft of the
same model type as the Aircraft. Such data and documents will be
in English and in the units of measure used by Boeing, except as
otherwise specified herein or as may be required to reflect
Aircraft instrumentation.
Digitally-produced data and documents will, where applicable for
the Model 737-724, be prepared essentially in accordance with the
provisions of Revision 0 of Air Transport Association of America
(ATA) Specification 2100, dated January 1994, entitled "Digital
Data Standards for Aircraft Support."
2. Treatment of Data and Documents.
2.1 The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer. They contain
confidential, proprietary and/or trade secret information belonging
to Boeing; and Buyer will treat them in confidence and use and
disclose them only for Buyer's own internal purposes as
specifically authorized herein. If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated as
Documents under this Agreement. Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.
2.2 All Documents will only be used: (a) for the purpose of
maintenance, repair, or modification of an Aircraft or spare part
as permitted in the Spare Parts GTA or Customer Services GTA
between Buyer and Boeing, and then only in connection with an
Aircraft or spare part for which the Document in question is
tabulated or identified by Boeing serial number, and (b) for the
purpose of Buyer's own development and manufacture of training
devices for use by Buyer, in connection with the Aircraft.
2.3 Any Document may be provided to Buyer's contractors for
maintenance, repair, or modification of the Aircraft; and Airplane
Flight Manuals, Operations Manuals, Aircraft Maintenance Manuals,
Wiring Diagram Manuals, System Schematics Manuals, Component
Maintenance/Overhaul Manuals and assembly and installation drawings
may be provided to Buyer's contractors for development and
manufacture of training devices for use by Buyer, but in both
cases, only if Buyer's contractor is, at the time of transfer of
Documents, bound by a Boeing Customer Services GTA, or other
appropriate proprietary information protection agreement with
Boeing, applicable to the Documents.
3. Document Formats and Quantities.
The documents set forth in the Attachment will be provided by
Boeing to Buyer in the quantities and formats to be determined
during Buyer's Planning Conference wherein the Boeing Spares
Organization will outline a Customer Support plan for the
introduction of these Aircraft. Revisions to such Documents will
be provided as necessary to reflect the configuration, at time of
delivery, of the Aircraft to which this Part D applies. Space is
provided in the Attachment for Buyer and Boeing to indicate
changes, mutually agreed upon concurrently with signing this
Agreement, in the quantities and formats of such Documents to be
hereinafter provided.
In the event Boeing determines that revisions would not be
appropriate for any of the Documents described in the Attachment,
Boeing reserves the right to furnish to Buyer, in lieu of such
revisions, a separate publication of such Document for the Aircraft
in the same format and quantity as indicated in the Attachment.
Revision service for such publication will be the same as for the
document it replaces.
4. Revision Service.
Further revisions to any such documents will be provided as set
forth in the original purchase agreement, purchase agreement
supplement, or as may have been amended by the parties, for such
aircraft.
5. Supplier Technical Data.
Boeing will continue to maintain the supplier data program
referred to in the purchase agreement or purchase agreement
supplement under which data and documents for Buyer's aircraft of
the same model type as the Aircraft were originally provided to
Buyer. As indicated in such prior purchase agreement or
supplement, the provisions of such supplier data program are not
applicable to items of Buyer Furnished Equipment
6. Additional Data and Documents.
If Boeing provides data or documents other than Documents which
are not covered by a Boeing Customer Services GTA or other
proprietary information protection agreement between Boeing and
Buyer, all such data and documents will be considered things
delivered under this Agreement and treated as Documents.
7. Buyer's Shipping Address.
Boeing will ship the Documents furnished hereunder to Buyer's
shipping address for data and documents previously provided to
Boeing. Buyer shall promptly notify Boeing of any change to such
address.
<PAGE>
ORIGINAL REVISED
ITEM NAME QUANTITY QUANTITY FORMAT
A. FLIGHT OPERATIONS:
1. Airplane Flight Manual [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
NOTE: An additional copy is EXCHANGE COMMISSION PURSUANT TO A
placed aboard each REQUEST FOR CONFIDENTIAL TREATMENT.]
airplane at delivery
as required by FAR's.
2. Operations Manual and Quick
Reference Handbook
3. Weight and Balance Control
and Loading Manual
4. Dispatch Deviation
Procedures Guide
5. Flight Crew Training Manual
6. Performance Engineer's Manual
7. Fault Reporting Manual
B. MAINTENANCE
1. Aircraft Maintenance Manual
2. Wiring Diagram Manual
3. System Schematics Manual
4. Electrical Connectors
Options Document
5. Fault Isolation Manual
(if separate)
6. Structural Repair Manual
7. Component Maintenance/
Overhaul Manuals
8. Chapter 20 Standard
Overhaul Practices Manual
(total quantity - all models)
9. Chapter 20 Standard Wiring
Practices Manual
(total quantity - all models) Duplicate
10. Nondestructive Test Manual
11. Service Bulletins
12. Service Bulletin Index
13. Corrosion Prevention Manual
14. Fuel Measuring Stick
Calibration Document
15. Power Plant Buildup Manual
16. In-Service Activity Report
17. Significant Service Item Summary
18. All Operators Letters
19. Service Letters
20. Maintenance Tips
21. FMS BITE Manual
22. Production Management Data Base
(PMDB)
23. Combined Index
C. MAINTENANCE PLANNING
1. Maintenance Planning
Data Documents
2. Maintenance Task Cards
3. Maintenance Inspection
Intervals Report
(total quantity - all models)
D. SPARES
1. Illustrated Parts Catalog
(select one format only)
2. Standards Books
a. Index
b. Parts Standards
c. Parts Specifications
d. Standards for Repair
e. Obsolete Standards
f. Commercial Markers
g. Commercial Markers 737
h. Passenger Cabin Symbology
(Commercial Placards)
i. Process Standards
j. Material Standards
k. Drafting Standards Practices
l. Specification Support
Standards
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment
Planning Document
2. Special Tool and Ground
Handling Equipment Drawings
3. Special Tool and Ground
Handling Equipment Drawings
Index
4. Supplementary Tooling
Documentation
(Total quantity - all models)
5. System Test Equipment
Document
6. Illustrated Tool and
Equipment Manual
7. Airplane Recovery Document
8. Aircraft Rescue and
Firefighting Document
9. Engine Handling Document
F. EROPS
Configuration, Maintenance
and Procedures for Extended
Range Operations Document
G. COMPUTER SOFTWARE DOCUMENTATION FOR AIRBORNE COMPONENTS
Computer Software Index
H. Supplier Technical Data
Product Support Supplier
Directory (total quantity -
all models)
<PAGE>
PART E
BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE
1. Buyer's 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 Aircraft, arising out of or in any way related
to the performance by Boeing of training, services or other
obligations pursuant to this Exhibit C, whether or not arising in
tort or occasioned in whole or in part by the negligence of Boeing,
whether active, passive or imputed.
1.1 With regard to training, services and obligations other
than Revenue Service Training, the foregoing indemnification will
not apply to the legal liability to persons or parties other than
Buyer or Buyer's assignees arising out of an accident caused solely
by a product defect in an Aircraft.
1.2 With regard to Revenue Service Training, the foregoing
indemnification will apply to the legal liability to persons or
parties other than Buyer or Buyer's assignees, even if arising out
of an accident caused solely by a product defect in an Aircraft.
2. Buyer's Insurance.
Evidence of insurance will be required 30 days prior to the
scheduled delivery of the first Aircraft. Accordingly, Buyer will
provide certificates of insurance specifically referencing the
Agreement and paragraph 1 of this Part E. In addition to showing
policy number, limits of liability, and effective dates of
coverage, such certificates will contain but not be limited to the
following provisions:
2.1 Hull All Risk; Hull War & Allied Perils Insurance.
Insurers and/or reinsurers will hold harmless and waive
all rights of subrogation against Boeing for any damages or claims
arising out of these Exhibit C services.
2.2 Aircraft Liability Insurance.
(a) To name Boeing as an additional insured in
connection with the performance by Boeing of training, services, or
other obligations provided under this Exhibit C.
(b) To provide that the insurance arranged herein will
be primary and without right of contribution with respect to any
other insurance which may be available for the protection of
Boeing.
(c) To provide that all provisions of the insurance,
except the limits of liability, will operate to give each insured
or additional insured the same protection as if there were a
separate policy issued covering each insured or additional insured.
(d) To provide that no act, omission, breach of any
warranty or condition, or misrepresentation on the part of the
Insured or any other person or party (other than by Boeing) will
void, exclude, minimize, or adversely change this coverage as it
applies to Boeing.
2.3 For Coverages Specified in 2.1 and 2.2.
(a) Acknowledgment from Buyer's insurance broker that
the insurers and/or reinsurers have been provided a copy of the
Agreement and accept and insure the risks and indemnity herein to
the extent of the coverage and endorsements as described in this
certificate.
(b) To give 30 day written notice of cancellation,
termination or adverse material alteration of the policies (7 day
written notice in the event of War Risk or such lesser period as
may be in effect with prior notice).
(c) That Boeing will not be responsible for payment, set
off, or assessment of any kind of any premiums in connection with
the policies, endorsements or coverages described herein.
(d) For the purpose of this Part E, "Boeing" is defined
as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each and their respective directors, officers,
employees and agents.
If more than one Aircraft is to be delivered under the Purchase
Agreement, the insurance certificates must reference all Aircraft
when delivered or separate certificates must be supplied for each
Aircraft. The certificates of insurance will be kept current and
valid.
<PAGE>
PART F
Alleviation or Cessation of Performance
Boeing will not be required to provide any services, training,
data or goods at a facility (other than its own) while:
1. a labor stoppage or dispute in progress involving Buyer
exists;
2. wars or warlike operations, riots or insurrections in the
country where such facility is located exist;
3. conditions at such facility which, in the opinion of
Boeing, are detrimental to the general health, welfare or safety of
its personnel and/or their families exist;
4. the United States Government refuses permission to any
Boeing personnel or their families to enter the country where such
facility is located, or recommends that any Boeing personnel or
their families leave such country; or
5. the United States Government refuses Boeing permission to
deliver goods or services to the country where such facility is
located.
Boeing further reserves the right, upon the occurrence of any
of such events, subsequent to the location of Boeing personnel at
Buyer's facility, to immediately and without prior notice relocate
its personnel and their families to a place of Boeing's choosing.
Any delay resulting therefrom will be deemed a delay by mutual
agreement.
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
AIRCRAFT PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit D to Purchase Agreement Number 1951
737-724/-824 Aircraft
<PAGE>
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(1995 Base Price)
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
130.1
M = .35 x ICI
123.6
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
130.1 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
123.6 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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, 1995, which is consistent with the applicable provisions
of paragraph 1 of this Exhibit D.
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.
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit E to Purchase Agreement Number 1951
<PAGE>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated July 23, 1996
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 737-724/-824 aircraft.
<PAGE>
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
and July 3, 1997 for Model 737-824, 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 [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
Seats (passenger) SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
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.
<PAGE>
BOEING MODEL 737-724/-824 AIRCRAFT
Item Preliminary On-Dock Dates
Dates for 1st delivery of each model:
737-724 737-824
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Aircraft Aircraft
Seats [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
Galleys EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Electronics
Furnishings
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
DEFINED TERMS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit F to Purchase Agreement Number 1951
<PAGE>
DEFINED TERMS DOCUMENT
Dated July 23, 1996
Relating to
BOEING MODEL 737-724/-824 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 737-724/-824 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.
<PAGE>
<TABLE>
DEFINED TERMS DOCUMENT
EXHIBIT F TO AGREEMENT NO. 1951
<CAPTION>
TERM DEFINITION FIRST REFERENCE
<S> <C>
Advance Payment Boeing's estimate of the Article 3
Base Price Aircraft Price is set forth
in Article 3.
Agreement Purchase Agreement No. 1951, Opening paragraph
including all Exhibits, the of the Agreement
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 Para. 1.1
"first", "last",
"such", etc.)
Aircraft Basic The amount set forth in Article 3,
Price Article 3, Para. 3.1.4. Para. 3.1.4
Aircraft Price The total amount Buyer is Article 3,
to pay for an Aircraft which Para. 3.1.5
is described in Article 3,
Para. 3.1.5.
Aircraft Software The computer software Exhibit B,
included with the Aircraft Part D-1,
is delivered by Boeing, Para. 1
described in Exhibit B,
Part D-1, Para. 1.
Airframe Component A component described in Exhibit B,
Exhibit B, Part C, Part C,
Para. 1.1 Para. 1.1
Article An Article of the Agreement. Article 6,
Para. 6.4
Boeing The Seller of the Aircraft Opening paragraph
identified in the opening of the Agreement
paragraph of the Agreement.
Boeing Warranty Part A of Exhibit B to the Exhibit B,
Agreement. Part A., Para. 1
Buyer The purchaser of the Aircraft Opening paragraph
identified in the opening of the Agreement
paragraph of the Agreement.
Buyer Furnished Equipment provided by Buyer Article 4.1
Equipment or BFE Pursuant to Exhibit E for
installation by Boeing on the
Aircraft
Buyer Furnished Document provided by Article 13,
Equipment Document Boeing to Buyer defining Para. 13.1
requirements for BFE.
Exhibit E, Para. 1
Certificate of The certificate issued by Article 8,
Airworthiness the FAA pursuant to Part 21 Para. 8.1.1.2
of the Federal Aviation
Regulations for the type
of Aircraft purchased under
this Agreement as described
in Article 8.
Covered Component An Airframe Component as Exhibit B,
described in Exhibit B, Part C, Para. 1.4
Part C, Para. 1.4.
Customer Support Exhibit C to the Agreement. Article 12,
Document Para. 12.5
Customer Support The Boeing services, training Article 12,
Services and other obligations Para. 12.5
described in Exhibit C to
the Agreement.
Deposit The money paid by Buyer to Article 5,
Boeing as part of the Para. 5.1
acceptance of the Aircraft
proposal.
Detail The Boeing document that Article 1,
Specification describes the specifications Para. 1.1
of the Aircraft modified from
time to time to include
developmental and Buyer
requested changes.
Development Changes to the basic Article 7,
Change(s) specification that do not Para. 7.1
affect price, delivery,
guaranteed weight,
performance or interchange-
ability as described in
Article 7, Para. 7.1.
Disclaimer and The disclaimer and Release Article 12,
Release set forth in Article 12, Para. 12.2
Para. 12.2.
Documents The data and documents Exhibit C,
provided by Boeing under Part D, Para. 2
the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Engine(s) The engines installed on Article 3,
the Aircraft as described Para.3.1.2
in the Detail Specification.
Excusable Delay A delay resulting from any Article 6,
of the causes described in Para. 6.1
Article 6, Para 6.1.
Export Certificate A certificate issued by the Article 8,
of Airworthiness FAA as described in
Article 8, Para. 8.1.1.2.
FAA The Federal Aviation Admini- Article 8,
stration of the Department Para. 8.1.1
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 Components A component as described in Exhibit B,
Exhibit B, Part C, Part C, Para 1.6
Para 1.6.
Failure Any breakage or defect as Exhibit B,
described in Exhibit B, Part C, Para. 1.5
Part C, Para. 5.
Federal Aviation The United States Federal Article 8,
Regulations Aviation Regulations and, Para. 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,
as described in Exhibit C, Part B, Para. 2
Part B, Para. 2.
Field Service The length of time Boeing Exhibit C,
Period provides Field Service to Part B, Para. 2.1
Buyer as described in
Exhibit C, Part B, Para. 2.1.
Flight Training A planning conference as Exhibit C,
Planning described in Exhibit C, Part C, Para. 2.
Conference Part C, Para. 2.
Flight Training The program of flight Exhibit C,
Program training described in Part C, Para. 3
Exhibit C, Part C, Para. 3.
Interface Problem A technical problem Exhibit B,
attributed to the design Part G, Para. 1
characteristics of the
Aircraft or its system as
described in Exhibit B,
Part G, Para. 1.
Landing Gear A component as described in Exhibit B,
Component Exhibit B, Part C, Para. 1.2. Part C, Para. 1.2
Maintenance A planning conference as Exhibit C,
Training described in Exhibit C, Part A, Para. 2
Planning Part A, Para. 2.
Conference
Maintenance The program of training Exhibit C,
Training described in Exhibit C, Part A, Para. 3
Program Part A, Para. 3.
Major Damage Damage described in Exhibit Exhibit C,
C, Part C, Para. 11.3. Part C, Para. 11.3
Manufacturer A change to the Aircraft or Article 8,
Change(s) performance required of Para. 8.2.1
Boeing as described in
Article 8, Para. 8.2.1.
Operator Change(s) A change to the Aircraft Article 8,
described in Article 8, Para. 8.3.1
Para. 8.3.1.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Policy (Boeing Exhibit B, Part C, Para. 2. Exhibit B,
Service Life Part C, Para. 2
Policy)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Product Assurance Exhibit B of the Agreement. Article 12,
Document Para. 12.1
Revenue Service Flight Training conducted Exhibit C,
Training on the Aircraft during Part C, Para. 8
revenue service with cargo
and/or passengers on board,
as described in Exhibit C,
Part C, Para. 8.
Software A listing of components and Exhibit C,
Documentation equipment referred to in Part D,
Exhibit C, Part D, Para. Para. 3.3.6
3.3.6.
Spare Component A component as described in Exhibit B,
Exhibit B, Part C, Para. 1.3.Part C, Para. 1.3
Special Features Article 3, Para. 3.1.1. Article 3,
Para. 3.1.1
Standard A certificate issued by Article 8,
Airworthiness the FAA, pursuant to Part 21 Para. 8.1.1.2
Certificate of the Federal Aviation
Regulations as described in
Article 8, Para. 8.1.1.2.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Taxes The term "Taxes" defined in Article 2,
Article 4, Para. 4.1. Para. 2.3
Type Certificate A certificate issued by the Article 8,
FAA pursuant to Part 21 of Para. 8.1.1.1
the Federal Aviation
Regulations described in
Article 8, Para. 8.1.1.1.
Warranty Labor The hourly labor rate defined Exhibit B,
Rate in Exhibit B, Part B, Part B, Para. 5.3
Para. 5.3.
<PAGE>
1951-2
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-2 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
For purposes of this Letter Agreement the following definitions
apply:
[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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: July 23, 1996.
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-3
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 1951-3 to
Purchase Agreement No. 1951 - Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Purchase Agreement) between The Boeing
Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to
Model 737-724/-824 aircraft (the Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of Buyer's purchase of the Aircraft, Boeing hereby
agrees to manufacture and sell up to fifteen (15) additional Model
737-824 Aircraft (the Option Aircraft) and up to fifteen (15) more
additional aircraft (the Rolling Option Aircraft) to Buyer, on the
same terms and conditions set forth in the Purchase 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:
[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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Contract Terms.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6. Cancellation of Option to Purchase.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
7. Rolling Option Aircraft.
[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 and Rolling Option Aircraft that are
added to the Purchase Agreement by an Option Aircraft Supplemental
Agreement as firm Aircraft shall benefit from all the applicable
terms, conditions and provisions of the Purchase 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/ Monica Fix
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
Model 737-824 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are described
by Boeing Detail Specification [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
1951-4
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-4 to
Purchase Agreement No. 1951 -
Waiver of Aircraft Demonstration Flights
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms not defined herein have the same meaning as in the
Agreement.
1. Fuel Entitlement at Delivery.
At the time of delivery of the Aircraft, Boeing will provide to
Buyer, at no charge, 1,000 gallons of jet fuel.
2. Waiver of Demonstration Flight.
Notwithstanding the provisions of the Agreement requiring the
Aircraft to be test flown prior to delivery for the purpose of
demonstrating to Buyer the functioning of such Aircraft and its
equipment, upon notice to Boeing at least 90 days prior to the
scheduled date of the Aircraft delivery, or as agreed between the
parties, Buyer may waive such flight. With respect to each waived
demonstration flight, the following provisions will apply:
2.1. Additional Fuel. Promptly after delivery of the Aircraft,
Boeing will load on the Aircraft an amount of jet fuel which
together with the 1,000 gallons provided at delivery, equals a full
tank.
2.2. Reimbursement for Correction of Flight Discrepancies.
2.2.1 Ferry Flight. Except for Aircraft to be used
promptly after delivery for Boeing flight crew training provided to
Buyer at or near Seattle, Washington, Boeing will reimburse Buyer
for Buyer's direct labor costs (as defined below) and the cost of
any material (Correction Costs) required to correct any flight
discrepancy detected by Buyer while the Aircraft is being ferried
from Seattle, Washington , to Buyer's main base or previously
agreed alternate destination, to the extent such Correction Costs
and labor costs are not covered under a warranty provided by Boeing
or by any of its suppliers. Within 90 days after the date of such
ferry flight Buyer will submit to Boeing's Director, Product
Assurance Contracts, at Renton, Washington, a written itemized
statement describing any such flight discrepancy and indicating the
Correction Costs and labor costs incurred by Buyer for the
correction of such flight discrepancy.
2.2.2 Training Flights. If the Aircraft will be used
promptly after its delivery for Boeing flight crew training at or
near Seattle, Washington, Boeing will reimburse Buyer for any
Correction Costs, and for any charges by Boeing to Buyer for labor
(Boeing Labor Charges) required to correct any flight discrepancy
which may be detected by Buyer during such flight crew training to
the extent such Correction Costs and such Boeing Labor Charges are
not covered under a warranty provided by Boeing or by any of its
suppliers. Within 90 days after the completion of such flight crew
training, Buyer will submit to Boeing's Director, Product Assurance
Contracts, at Renton, Washington, a written itemized statement
describing any such flight discrepancy and indicating the
Correction Costs and Boeing Labor Charges incurred by Buyer for the
correction of such flight discrepancy.
2.2.3 Definitions. For purposes of reimbursement under
this paragraph; (i) Buyer's direct labor costs will be determined
using the Warranty Labor Rate in effect between the parties as of
the date such labor is expended, and (ii) flight discrepancies mean
any failure or malfunction of such Aircraft, or the accessories,
equipment, systems and parts installed therein which results from
a defect or malfunction in such Aircraft, accessories, equipment,
systems and parts or a nonconformance to the Detail Specification
for such Aircraft which was present at the time of delivery of the
Aircraft to Buyer and which, if detected during a Boeing
predelivery demonstration flight, would have been reported in the
pilot's flight discrepancy report and would have been corrected by
Boeing prior to the delivery of such Aircraft to Buyer.
2.3. Return of Aircraft. If any flight discrepancy as defined
above is detected by Buyer during the ferry flight of any Aircraft,
which requires the return of such Aircraft to Boeing's facilities
at Seattle, Washington, for correction by Boeing, title to and risk
of loss of such Aircraft will at all times remain with Buyer and
Boeing will have such responsibility for such Aircraft while it is
on the ground at Boeing's Seattle, Washington, facilities as is
chargeable by law to a bailee for mutual benefit, but Boeing will
not be chargeable for loss of use.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-5
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-5 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President <PAGE>
1951-6
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-6 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein,
will 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 Basic Detail
Specification described in Exhibit A plus certain Change Requests
identified in the Attachment hereto which (i) Buyer has accepted
(Accepted Change Requests) or (ii) has yet to give its accept or
reject condition (Open Change Requests) for incorporation in the
Aircraft. Boeing has not yet determined pricing and/or
offerability with respect to certain Master Changes (Study Master
Changes) which Boeing has agreed to process for Buyer's
consideration.
1.2 Selection of Change Requests for Final Configuration. On
or before August 23, 1996, Boeing will provide to Buyer prices for
all Study Master Changes determined by Boeing to be offerable for
incorporation in the Aircraft. Not later than September 3, 1996 or
unless otherwise previously agreed to between Boeing and Buyer,
Buyer will provide to Boeing a complete list of those Accepted
Change Requests, inclusive of its accepted Open Change Requests and
Study Master Changes made offerable by Boeing, it has selected for
incorporation in the Aircraft. The Basic Detail Specification, and
Buyer's list of Accepted Change Requests and Master Changes will
comprise the final configuration (Final Configuration) of the
Aircraft.
1.3 Amendment to the Agreement. On or about September 30,
1996, Boeing and Buyer shall execute a Supplemental Agreement
amending the Agreement as required to reflect the Aircraft Final
Configuration, including, but not limited to, revison of the
following terms and provisions:
Article 3 Price of Aircraft
Article 5 Payment
Exhibit A Aircraft Configuration
Exhibit D Price Adjustments
Due to Economic Fluctuations -
Airframe and Engine
LA 1951-2 SPE
LA 1951-3 Option Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
1.4 Buyer's Detail Specification. Within 90 days after Final
Configuration, Boeing will provide to Buyer a revision to the
Detail Specification reflecting the Aircraft Final Configuration.
This revision to the Detail Specification will also reflect changes
made to Boeing's basic Model 737-700 and 737-800 aircraft
specification between the revision date of the Boeing basic Model
737-700 and 737-800 Detail Specification referenced in the
Agreement 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 Preliminary Aircraft Basic Price and Preliminary
Advance Payment Base Price of the Aircraft has been established
using an average amount of special features typically selected by
other operators of Model 737-700 and 737-800 aircraft, which may or
may not accurately reflect Buyer's final selection of special
features. The preliminary price build up is attached hereto as
Attachment B.
3. Aircraft Performance Guarantees.
[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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachments
<PAGE>
1951-7
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-7 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement or Customer Services
General Terms Agreement (CSGTA), and not defined herein, will have
the same meaning as in the Agreement or the CSGTA.
[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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-8
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-8 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement), between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-295
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-295 to
Purchase Agreement No. 1951 -
Aircraft Performance Guarantees - Model 737-724
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model
737-724 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.]
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
6-1162-MMF-296
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-296 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model
737-824 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.]
Very truly yours,
THE BOEING COMPANY
By /s Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
6-1162-MMF-308
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-308 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-309
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-309 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
Continental Airlines, Inc.,
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-310
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-310 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-311
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 6-1162-MMF-311 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1751 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms not defined herein 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.]
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
/s/ Monica Fix
M. Monica Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group
AGREED and ACCEPTED this 23 day of July, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Brian Davis
Its: Vice President
<PAGE>
Attachment A to
Letter Agreement 6-1162-MMF-311
[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/ Monica Fix
Its: Attorney-In-Fact
<PAGE>
Attachment B to
Letter Agreement 6-1162-MMF-311
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-MMF-312
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-312 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 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.]
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/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
</TABLE>
<TABLE>
Exhibit 11.1
Page 1 of 3
CONTINENTAL AIRLINES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)
(In thousands of dollars, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Primary:
Weighted average shares
outstanding. . . . . . . 53,174,956 51,375,872 53,074,397 51,277,954
Dilutive effect of
outstanding stock
options, warrants and
restricted stock grants
(as determined by the
application of the
treasury stock method) . 12,447,030 18,653,522 11,771,173 18,686,822
Weighted average number
of common shares out-
standing, as adjusted. . 65,621,986 70,029,394 64,845,570 69,964,776
Income applicable
to common shares . . . . $ 166,203 $ 100,436 $ 252,825 $ 68,766
Add interest expense
associated with the
assumed reduction of
borrowings, net of
federal income tax
effect . . . . . . . . . - 5,321 - 11,940
Income, as adjusted . . . $ 166,203 $ 105,757 $ 252,825 $ 80,706
Per share amount. . . . . $ 2.53 $ 1.51 $ 3.90 $ 1.15
</TABLE>
(1) On June 26, 1996, the Board of Directors of the Company declared a two-
for-one stock split (the "Stock Split") pursuant to which (a) one share
of the Company's Class A common stock, par value $.01 per share, was
issued for each share of Class A common stock outstanding on July 2,
1996 (the "Record Date") and (b) one share of the Company's Class B
common stock, par value $.01 per share, was issued for each share of
Class B common stock outstanding on the Record Date. Shares issuable
pursuant to the Stock Split were distributed on or about July 16, 1996.
All share and earnings per share information for prior periods has been
adjusted for the Stock Split.
Exhibit 11.1
Page 2 of 3
<TABLE>
CONTINENTAL AIRLINES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)
(In thousands of dollars, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Fully diluted:
Weighted average shares
outstanding. . . . . . . 53,174,956 51,375,872 53,074,397 51,277,954
Dilutive effect of
outstanding stock
options, warrants and
restricted stock grants
(as determined by the
application of the
treasury stock method) . 12,847,344 18,653,522 12,545,049 18,686,822
Dilutive effect of
Series A debentures. . . - - 1,287,665 -
Dilutive effect of
8-1/2% convertible
trust originated
preferred securities . . 10,332,920 - 10,332,920 -
Dilutive effect of
6-3/4% convertible
subordinated notes . . . 7,617,155 - 4,059,693 -
Weighted average number
of common shares out-
standing, as adjusted. . 83,972,375 70,029,394 81,299,724 69,964,776
</TABLE>
(continued on next page)
<TABLE>
Exhibit 11.1
Page 3 of 3
CONTINENTAL AIRLINES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (1)
(In thousands of dollars, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Income applicable
to common shares . . . . $ 166,203 $ 100,436 $ 252,825 $ 68,766
Add interest expense
associated with the
assumed reduction of
borrowings, net of
federal income tax
effect . . . . . . . . . - 4,175 - 8,395
Add interest expense
associated with the
assumed conversion of
convertible debentures . - - 442 -
Add interest expense
associated with the
assumed conversion of
8-1/2% convertible
trust originated
preferred securities,
net of federal income
tax effect . . . . . . . 3,177 - 8,472 -
Add interest expense
associated with the
assumed conversion of
6-3/4% convertible
subordinated notes,
net of federal
income tax effect. . . . 2,322 - 2,577 -
Income, as adjusted . . . $ 171,702 $ 104,611 $ 264,316 $ 77,161
Per share amount. . . . . $ 2.04 $ 1.49 $ 3.25 $ 1.10
</TABLE>
(1) On June 26, 1996, the Board of Directors of the Company declared a two-
for-one stock split (the "Stock Split") pursuant to which (a) one share
of the Company's Class A common stock, par value $.01 per share, was
issued for each share of Class A common stock outstanding on July 2,
1996 (the "Record Date") and (b) one share of the Company's Class B
common stock, par value $.01 per share, was issued for each share of
Class B common stock outstanding on the Record Date. Shares issuable
pursuant to the Stock Split were distributed on or about July 16, 1996.
All share and earnings per share information for prior periods has been
adjusted for the Stock Split.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 825
<SECURITIES> 0
<RECEIVABLES> 461
<ALLOWANCES> 0
<INVENTORY> 162
<CURRENT-ASSETS> 1527
<PP&E> 1436
<DEPRECIATION> 474
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43
0
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</TABLE>
